AgriFORCE Growing Systems (AGRI) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40578
Entity Registrant Name	AGRIFORCE GROWING SYSTEMS LTD.
Entity Central Index Key	0001826397
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	300 – 2233 Columbia Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5Y 0M6
City Area Code	604
Local Phone Number	757-0952
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,057,859
Common Shares [Member]
Title of 12(b) Security	Common Shares
Trading Symbol	AGRI
Security Exchange Name	NASDAQ
Series A Warrants [Member]
Title of 12(b) Security	Series A Warrants
Trading Symbol	AGRIW
Security Exchange Name	NASDAQ

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Current
Cash and cash equivalents		$ 9,834,516	$ 653,410
Other receivables		31,547	8,973
Prepaid expenses and other current assets (Note 3)		479,870	213,038
Total current assets		10,345,933	875,421
Non-current
Property and equipment, net		38,499	28,443
Intangible asset (Note 4)		1,469,933
Deferred IPO costs			390,932
Construction in progress		2,069,630	2,071,093
Total assets		13,923,995	3,365,889
Current
Accounts payable and accrued liabilities (Note 5)		1,080,469	1,930,988
Contingent consideration payable		750,000
Total current liabilities		1,830,469	1,930,988
Non-current
Warrants liability (Note 8)		1,842,895
Long term loan (Note 7)		47,092	31,417
Total liabilities		3,720,456	1,962,405
Commitments and contingencies (Note 10)
Shareholders’ equity
Preferred Shares, no par value per share - unlimited shares authorized; nil and 2,258,826 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	[1]		6,717,873
Common shares, no par value per share - unlimited shares authorized; 15,057,859 and 8,441,617 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	[1]	25,462,183	5,696,050
Additional paid-in-capital		1,913,608	1,297,566
Obligation to issue shares		102,345	94,885
Accumulated deficit		(17,173,083)	(12,521,944)
Accumulated other comprehensive income		(101,514)	119,054
Total shareholders’ equity		10,203,539	1,403,484
Total liabilities and shareholders’ equity		$ 13,923,995	$ 3,365,889
[1]	reflects the 1:4.75

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0	$ 0
Preferred stock shares, authorized unlimited	Unlimited	Unlimited
Preferred stock, shares outstanding		2,258,826
Preferred stock, shares issued		2,258,826
Common stock, par value	$ 0	$ 0
Common stock shares, authorized unlimited	Unlimited	Unlimited
Common stock,shares outstanding	15,057,859	8,441,617
Common stock, shares issued	15,057,859	8,441,617

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
OPERATING EXPENSES
Consulting		$ 129,364	$ 54,415	$ 620,960	$ 362,760
Depreciation		2,283	2,285	7,606	6,697
Office and administrative		327,257	80,506	439,532	147,295
Investor and public relations		390,579	55,975	555,665	152,488
Professional fees		140,653	144,508	393,904	353,586
Rent		65,187	167	72,473	20,703
Research and development		116,857	921	178,117	114,352
Share-based compensation		415,597	217,291	571,398	463,882
Shareholder and regulatory		114,002	284,423	117,347	377,256
Travel and entertainment		28,545	46	39,851	5,723
Wages and salaries		650,456	140,419	989,421	580,309
Operating loss		(2,380,780)	(980,956)	(3,986,274)	(2,585,051)
OTHER EXPENSES
Foreign exchange (gain) loss		(170,140)	(7,629)	(170,664)	2,011
Accretion of interest on senior secured debentures		57,019		484,379
Change in fair value of warrants		(818,960)		(818,960)
Issuance cost related to warrants		375,123		375,123
Loss on extension of debt term		(204)		59,055
Loss before provision for income taxes		(1,823,618)	(973,327)	(3,915,207)	(2,587,062)
Provision for income taxes
Net loss		(1,823,618)	(973,327)	(3,915,207)	(2,587,062)
Dividend paid to preferred shareholders		203,674		735,932	459,236
Net loss attributable to common shareholders		(2,027,292)	(973,327)	(4,651,139)	(3,046,298)
Other comprehensive income (loss)
Foreign currency translation		(228,317)	34,612	(220,568)	(113,982)
Comprehensive loss attributable to common shareholders		$ (2,255,609)	$ (938,715)	$ (4,871,707)	$ (3,160,280)
Basic and diluted net loss attributed to common share	[1]	$ (0.14)	$ (0.12)	$ (0.46)	$ (0.39)
Weighted average number of common shares outstanding – basic and diluted*		14,378,354	7,936,767	10,144,800	7,821,064
[1]	reflects the 1:4.75

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parenthetical)	Nov. 29, 2020
Equity [Abstract]
Reverse stock split, description	1:4.75

Condensed Consolidated Interi_5

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)		Common Stock [Member]		Preferred Stock [Member]		Additional Paid-in Capital [Member]	Obligation to Issue Shares [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2019		$ 3,725,454	[1]	$ 6,717,873	[1]	$ 726,356	$ 12,463	$ (8,352,354)	$ 164,910	$ 2,994,702
Balance, shares at Dec. 31, 2019	[1]	7,705,209		2,258,826
Shares issued for consulting services		$ 324,868	[1]				94,058			418,926
Shares issued for consulting services, shares	[1]	96,029
Shares issued for dividend on Preferred Shares		$ 459,236	[1]					(459,236)
Shares issued for dividend on Preferred Shares, shares	[1]	135,530
Share based compensation						463,882				463,882
Net loss								(2,587,062)		(2,587,062)
Foreign currency translation									(113,982)	(113,982)
Ending balance, value at Sep. 30, 2020		$ 4,509,558	[1]	$ 6,717,873	[1]	1,190,238	106,521	(11,398,652)	50,928	1,176,466
Balance,shares at Sep. 30, 2020	[1]	7,936,768		2,258,826
Beginning balance, value at Jun. 30, 2020		$ 4,509,558	[1]	$ 6,717,873	[1]	972,947		(10,425,325)	16,316	1,791,369
Balance, shares at Jun. 30, 2020	[1]	7,936,768		2,258,826
Shares issued for consulting services							106,521			106,521
Share based compensation						217,291				217,291
Net loss								(973,327)		(973,327)
Foreign currency translation									34,612	34,612
Ending balance, value at Sep. 30, 2020		$ 4,509,558	[1]	$ 6,717,873	[1]	1,190,238	106,521	(11,398,652)	50,928	1,176,466
Balance,shares at Sep. 30, 2020	[1]	7,936,768		2,258,826
Beginning balance, value at Dec. 31, 2020		$ 5,696,050	[1]	$ 6,717,873	[1]	1,297,566	94,885	(12,521,944)	119,054	1,403,484
Balance, shares at Dec. 31, 2020	[1]	8,441,617		2,258,826
Shares issued for cash		$ 13,262,712								13,262,712
Shares issued for cash, shares	[1]	3,127,998
Shares issued for Conversion of series A preferred stock		$ 6,717,873	[1]
Shares issued for Conversion of series A preferred stock, shares	[1]	2,258,826		(2,258,826)
Shares issued on exercise of warrants		$ 238,800	[1]			44,644				283,444
Shares issued on exercise of warrants, shares	[1]	39,800
Shares issued on cashless exercise of options
Shares issued on cashless exercise of options,shares	[1]	820,029
Shares issued for bonus		$ 514,066	[1]							514,066
Shares issued for bonus, shares	[1]	98,356
Shares issued for consulting services		$ 349,809	[1]				7,460			357,269
Shares issued for consulting services, shares	[1]	62,237
Share issued for settlement of accrued director’s fee		$ 46,783	[1]							46,783
Share issued for settlement of accrued director's fee, shares	[1]	19,992
Shares issued for dividend on Preferred Shares		$ 735,932	[1]					(735,932)
Shares issued for dividend on Preferred Shares, shares	[1]	189,004
Share issue costs										(2,099,842)
Share based compensation						571,398				571,398
Net loss								(3,915,207)		(3,915,207)
Foreign currency translation									(220,568)	(220,568)
Ending balance, value at Sep. 30, 2021		$ 25,462,183	[1]			1,913,608	102,345	(17,173,083)	(101,514)	10,203,539
Balance,shares at Sep. 30, 2021	[1]	15,057,859
Beginning balance, value at Jun. 30, 2021		$ 7,022,883	[1]	$ 6,717,873	[1]	1,453,367	94,885	(15,145,791)	126,803	270,020
Balance, shares at Jun. 30, 2021	[1]	9,542,769		2,258,826
Shares issued for cash		$ 13,262,712	[1]							13,262,712
Shares issued for cash, shares	[1]	3,127,998
Shares issued for Conversion of series A preferred stock		$ 6,717,873	[1]
Shares issued for Conversion of series A preferred stock, shares	[1]	2,258,826		(2,258,826)
Shares issued on exercise of warrants		$ 238,800	[1]			44,644				283,444
Shares issued on exercise of warrants, shares	[1]	39,800
Shares issued for consulting services		$ 69,300	[1]				7,460			76,760
Shares issued for consulting services, shares	[1]	15,000
Share issued for settlement of accrued director’s fee		$ 46,783	[1]							46,783
Share issued for settlement of accrued director's fee, shares	[1]	19,992
Shares issued for dividend on Preferred Shares		$ 203,674	[1]					(203,674)
Shares issued for dividend on Preferred Shares, shares	[1]	53,474
Share issue costs		$ (2,099,842)								(2,099,842)
Share based compensation						415,597				415,597
Net loss								(1,823,618)		(1,823,618)
Foreign currency translation									(228,317)	(228,317)
Ending balance, value at Sep. 30, 2021		$ 25,462,183	[1]			$ 1,913,608	$ 102,345	$ (17,173,083)	$ (101,514)	$ 10,203,539
Balance,shares at Sep. 30, 2021	[1]	15,057,859
[1]	reflects the 1:4.75

Condensed Consolidated Interi_6

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical)	Nov. 29, 2020
Statement of Stockholders' Equity [Abstract]
Reverse stock split, description	1:4.75

Condensed Consolidated Interi_7

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (3,915,207)	$ (2,587,062)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7,606	6,697
Share-based compensation	571,398	463,882
Shares issued for consulting services	298,214	418,926
Loss on extension of debt term	59,055
Issuance cost related to warrants	375,123
Change in fair value of warrants	(818,960)
Accretion of interest on senior secured debentures	484,379
Changes in operating assets and liabilities:
Other receivables	(22,574)	40,942
Prepaid expenses and other current assets	(266,832)	(59,288)
Accounts payable and accrued liabilities	210,330	82,129
Net cash used in operating activities	(3,017,468)	(1,633,774)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment	(17,866)	(851)
Acquisition of intangibles	(225,000)
Cash paid for construction in progress	(744,191)
Net cash used in investing activities	(987,057)	(851)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Initial Public Offering	15,639,990
IPO costs paid including underwriting discount	(2,279,374)	(41,200)
Proceeds from exercise warrants	238,800
Proceeds from long-term loan	15,932	29,987
Proceeds from issuance of senior secured debentures	600,000
Financing costs of senior secured debentures	(69,000)
Repayment of Senior Secured Debentures	(750,000)
Net cash provided by financing activities	13,396,348	(11,213)
Effect of exchange rate changes on cash and cash equivalent	(210,717)	(59,533)
Change in cash	9,181,106	(1,705,371)
Cash, beginning of period	653,410	2,158,891
Cash, end of period	9,834,516	453,520
Supplemental cash flow information:
Cash paid during the period for interest
Cash paid during the period for income taxes
Supplemental disclosure of non-cash investing and financing transactions
Fair Value of warrants liability	374,028
Preferred stock dividend paid in common shares	735,932	459,236
Unpaid amount related to construction in progress included in accounts payable		744,191
Conversion of Series A preferred stock to common shares	6,717,873
Unpaid IPO costs		84,569
Unpaid amount related to intangible assets included in accrued expenses	$ 500,000

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PREPARATION	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PREPARATION	1. NATURE OF OPERATIONS AND BASIS OF PREPARATION Business Overview AgriFORCE Growing Systems Ltd. (the “Company”) is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment. The Company calls its facility design and automated growing system the “AgriFORCE grow house.” The Company has designed its AgriFORCE grow house to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation Basis of Presentation The accompanying Condensed Consolidated Interim Financial Statements (the “interim financial statements”) and related financial information of AgriFORCE Growing Systems Ltd. (the “Company”) should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2020 and 2019 included in the Company’s Registration Statement on Form S-1/A (File No. 333-251380), which was filed with the Securities Exchange Commission (“SEC”) on June 30, 2021. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying interim financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, and the related interim information contained within the notes to the interim financial statements, are unaudited. The interim financial statements have been prepared in accordance with U.S. GAAP and on the same basis as the audited financial statements. In the opinion of management, the accompanying interim condensed financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of September 30, 2021, and the results of its operations and cash flows for the nine months ended September 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021, or for any future period. Liquidity and Management’s Plan In accordance with Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) As of September 30, 2021, the Company had cash and cash equivalent of $ 9,834,516 1,823,618 3,915,207 3,017,468 17,173,083 Although it is difficult to predict the Company’s liquidity requirements, as of September 30, 2021, and based upon the Company’s current operating plan and the net proceeds received from its July 2021 initial public offering (“IPO”) (see Note 9), the Company believes that it will have sufficient cash to meet its projected operating requirements for at least the next 12 months following the issuance of the interim financial statements based on the balance of cash.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The adoption of this new guidance did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently assessing the impact this guidance will have on our condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04 - Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Modifications and exchanges should be treated as an exchange of the original instrument for a new instrument. The amendment requires entities to measure the effect as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged if the modification or the exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements. For all other modifications or exchanges, the effect should be measured as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged for all other modifications or exchanges. The amendments require entities to recognize the effect on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The amendments also require entities to recognize the effect in accordance with the guidance in Topic 718, Compensation - Stock Compensation. ASU No. 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ASU 2021-04 will be adopted on January 1, 2022. The Company is currently assessing the impact this guidance will have on our condensed consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the three and nine months ended September 30, 2021 and September 30, 2020, since the effect of the Company’s stock options and warrants are anti-dilutive. Fair Value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on March 24, 2021, the Company issued warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of September 30, 2021, the Company’s warrant liability related to IPO warrants and representative’s warrant amounting to $ 1,771,481 71,414 Reclassifications The Company has reclassified certain amounts in the 2020 consolidated financial statements to comply with the 2021 presentation.

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2021
Prepaid Expenses And Other Current Assets
PREPAID EXPENSES AND OTHER CURRENT ASSETS	3. PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 December 31, 2020 Deposits $ 170,000 $ 170,000 Legal retainer 70,295 43,038 Prepaid insurance 139,473 - Others – office lease deposit 100,102 - Total $ 479,870 $ 213,038 During the year ended December 31, 2020, the Company entered into a land purchase agreement in relation to construction of a facility in Coachella, California. A deposit of $ 170,000 4.4

INTANGIBLE ASSET

INTANGIBLE ASSET	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	4. INTANGIBLE ASSET Intangible asset represents Intellectual Property (“IP”) acquired under an Asset purchase agreement from Manna Nutritional Group, LLC (“MNG”) on September 10, 2021. The IP encompasses patent-pending technologies to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners and baking enhancers. The terms of the agreement are as below: The aggregate purchase price for the Purchased Assets (the “Purchase Price”) is up to $ 14,475,000 (i) The number of shares of Company’s common stock (rounded up to the nearest whole number), restricted as to resale under Section 4(a)(2) of the Securities Act, equal to the quotient of (i) $5,000,000 divided by (ii) a per share price equal to the average of the volume weighted average price (“VWAP”) of the Company’s common shares for the ten trading days immediately preceding the Due Diligence Deadline (as defined below) (the “Closing Shares”). The Closing Shares, to be due on the Closing Date, which Closing Shares are restricted as to resale and issued under a private placement exempt from registration under Section 4(a) (2) of the Securities Act, are subject to release of restriction and lockup on a quarterly basis over ten quarters commencing on the Closing Date in equal amounts of shares over ten consecutive calendar quarters. ● Receipt and Tasting of Flours and Sweeteners by the Company; ● Independent Lab Testing of Flours and Sweeteners by the Company to confirm fiber, protein, and starch content of such products meets the specifications provided by MNG; and ● Completion by the Company of Third-Party Engineering Process Analysis, included in the scope of work outlined by Covert Engineers, dated August 11, 2021, for conceptual and preliminary plant design for a Pilot Manufacturing Facility. (ii) $ 1,475,000 (iii) $725,000 in cash payable follows: (a) $225,000 payable on the Effective Date; and (b) $500,000 payable within 120 days after the Effective Date, to reimburse MNG for, without limitation, satisfaction of all the secured debt as listed in Section 2.04 of the Disclosure Schedules to the Agreement (the “Secured Debt”) (iv) The number of shares of Company’s common stock (rounded up to the nearest whole number) to be issued in two tranches that equals (i) $8,000,000 divided by (ii) a per share price equal to the VWAP of the Company’s common shares for the ten trading days immediately before the issuance date of those shares (“Post Closing Shares”). $5,000,000 of the Post-Closing Shares will be issued on June 30, 2022, to be held in Escrow. $3,000,000 of the Post-Closing Shares will be issued to MNG on December 31, 2022, to be held in Escrow. In the event that after 24 months from the closing date, a Patent does not issue from the IP, Buyer’s obligation to issue the Post-Closing Shares and Dividends to MNG will be deemed null and void ab initio and will no longer be due and owing to MNG, and the Post-Closing Shares shall be released from escrow and returned to the Company, and the Purchase Price shall be adjusted downward dollar for dollar. Based on the terms above and in conformity with US GAAP, the Company accounted for purchase as an asset acquisition and has deemed the asset purchased as an in-process research and development. The Company has further deemed the asset to be of indefinite life until the completion of the associated research and development (“R&D”) activities. Once completed and commercialized, the asset will be amortized over its useful life. The recognition of the IP asset is based on the payments made to date of $ 225,000 and contingent consideration that is probable and reasonably estimable as of the reporting date. Subsequent changes in contingent consideration are recorded against cost. As of September 30, 2021, the company has recorded $ 500,000 under accrued expenses, related to reimbursement for satisfaction of secured debt of seller. Further, the company has recorded $ 750,000 as contingent consideration, which is considered probable and due on closing. The remaining amounts payable as described above were not deemed to be probable at September 30, 2021, and accordingly have not been accrued for.

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2021
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 197,187 $ 991,565 Accrued expenses 813,861 905,629 Others 69,421 33,794 Accounts Payable and Accrued Liabilities $ 1,080,469 $ 1,930,988 Accounts payable includes $nil (December 31, 2020 - $ 744,191 487,983 500,000 29,817 128,448 297,437

SENIOR SECURED DEBENTURES

SENIOR SECURED DEBENTURES	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
SENIOR SECURED DEBENTURES	6. SENIOR SECURED DEBENTURES On March 24, 2021, the Company entered into a securities purchase agreement with certain accredited investors for the purchase of $ 750,000 600,000 June 24, 2021 69,000 On June 24, 2021, the due date was extended, for which the Company paid an extension fee of 10,000 60,000 July 13, 2021 As part of the bridge loan, the debenture holder was issued warrants (the “Bridge Warrants”) to purchase 93,938 3.99 three The changes in the fair value of the Bridge Warrants amounting to $ 199,255 71,414 2.23 75 0.67 3

LONG TERM LOAN

LONG TERM LOAN	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
LONG TERM LOAN	7. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 31,417 40,000 The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. The loan is interest free for an initial term that ends on December 31, 2022 25 10,000 5 the extended term i.e. January 31, 2023 to December 31, 2025 In April 2021, the Company applied for additional loan with Alterna Bank under the Program and received $ 15,932 20,000

WARRANT LIABILITY

WARRANT LIABILITY	9 Months Ended
	Sep. 30, 2021
Warrant Liability
WARRANT LIABILITY	8. WARRANT LIABILITY As of September 30, 2021, the warrant liability represents aggregate fair value of publicly traded 3,088,198 135,999 93,938 The representative’s warrant is exercisable one year from the effective date of the registration statement for the IPO and will expire three years after the effective date. The exercise price of the representative’s warrant is $ 6 The change in fair value on the warrant liability amounting to $ 818,960

SHARE CAPITAL

SHARE CAPITAL	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
SHARE CAPITAL	9. SHARE CAPITAL On March 29, 2021, the Company issued 30,000 179,700 On May 10, 2021, the Company declared, and on May 11, 2021 issued, 86,739 On May 10, 2021, the Company declared, and on May 11, 2021 issued, 48,791 On May 27, 2021, the Company issued to consultants a total of 7,237 On May 27, 2021, the Company issued 820,029 1,113,701 On May 28, 2021, the Company’s officers opted to receive a total of 98,356 On May 31, 2021, the Company granted a total of 405,059 three five 7.00 1.48 6.00 80 0.98 3 On July 15, 2021 the Company granted a total of 55,445 three five 7.00 85,693 3.86 80 0.88 3 On September 30, 2021 the Company granted a total of 49,284 three five 7.00 32,530 2.30 80 1.11 3 As of September 30, 2021, there was $ 901,575 3 On June 24, 2021, the Company issued to a consultant working with the senior secured debentures holders, a total of 10,000 On July 12, 2021, the Company completed its IPO whereby it sold a total of 3,127,998 5.00 15,639,990 14,388,791 1,251,199 Concurrent with the closing of the IPO, the 2,258,826 On July 13, 2021, the Company declared and issued, 53,474 On July 13, 2021, the Company issued to consultants a total of 15,000 On July 15, 2021, the Company issued 39,800 39,800 6 On July 28, 2021, 93,938 three years 3.99 On Sep 01, 2021, the Company issued to Directors 19,992 common shares as settlement of accrued directors’ fee.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES Lease commitments The Company entered into an operating lease for office space. The minimum future payments under the lease for our continuing operations in each of the years ending December 31 is as SCHEDULE OF FUTURE PAYMENTS UNDER LEASE Remainder of 2021 $ 68,137 2022 $ 273,962 2023 $ 279,610 2024 $ 289,495 2025 $ 306,442 2026 $ 306,442 Subsequent years $ 842,714 Total $ 2,366,802 Litigation During the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company had no new contingencies to disclose. During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 25,000,000 An additional 105,263 500,000 Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements that were executed and the intellectual property risks that were purportedly transferred. After several months of analysis with various professionals, the Company determined that the technology was in fact invalid and therefore without any value. On May 15, 2019, a claim by HydroHaus Horticulture, Inc., Stuart Brazier and Christopher Gielnik was filed in BC Supreme Court. The basic allegations against Agriforce Growing Systems Ltd. are: 1. The Company breached the manufacturing agreement under which HydroHaus Horticulture claims it had the exclusive right to build hydro houses for the Company; 2. The Company advised HydroHaus Horticulture that it was in breach of the licensing agreement relating to its project to build a hydro house for the Nak’azdli causing HydroHaus Horticulture to spend approximately $ 130,000 3. The Company owes approximately $ 100,000 4. The Company wrongfully rescinded its agreements with HydroHaus Horticulture. The plaintiffs are seeking general and special damages, alternatively rescission of the agreements or specific performance of those agreements and payment for expenses incurred by HydroHaus Horticulture for the benefit of the Company. The plaintiffs are also seeking an order that the Hydrohaus IP (allegedly comprising certain cladding materials and methods of insulating greenhouses, regulating humidity, moving growing plants, and managing the movement of air, and any derivative works), and an associated patent application, be transferred to them. The Plaintiffs are also seeking an order prohibiting the Company from using the words, “Canivate”, “the Canivate Way”, “HydroFilm”, “Hydrohouse” and “Hydrohaus”. On May 24, 2019, the Company filed a Response to the claim. That response denies the allegations in the claim, raises the defense that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated they had invented and owned and states that the intellectual property was unworkable to build greenhouses. The Company also alleges that the plaintiffs falsely represented that their work for the Kak’adzdli would benefit the Company when it would not. The Response asks that the claim be dismissed. The Company has also filed a Counterclaim based upon its allegations that the plaintiffs wrongfully induced the Company to enter agreements with the plaintiffs based on fraudulent misrepresentations regarding the existence of ownership of intellectual property. Further, the counterclaim alleges that Mr. Brazier breached his fiduciary duties to Canivate in preferring the interests of Hydrohaus over those of the Company. The counterclaim seeks a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs as well as general, special, aggravated and punitive damages, an accounting for profits, and legal costs. During the nine months ended September 30, 2021 and the year ended December 31, 2020, there has been no further activity in the lawsuit. Based on Company’s litigation counsel’s opinion, management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist, except for events previously disclosed in the notes to the financial statements, and the negotiation of the terms of debt financing related to purchase of land as disclosed in Note 3.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The adoption of this new guidance did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently assessing the impact this guidance will have on our condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04 - Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Modifications and exchanges should be treated as an exchange of the original instrument for a new instrument. The amendment requires entities to measure the effect as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged if the modification or the exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements. For all other modifications or exchanges, the effect should be measured as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged for all other modifications or exchanges. The amendments require entities to recognize the effect on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The amendments also require entities to recognize the effect in accordance with the guidance in Topic 718, Compensation - Stock Compensation. ASU No. 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ASU 2021-04 will be adopted on January 1, 2022. The Company is currently assessing the impact this guidance will have on our condensed consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Loss per Common Share	Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the three and nine months ended September 30, 2021 and September 30, 2020, since the effect of the Company’s stock options and warrants are anti-dilutive.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on March 24, 2021, the Company issued warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of September 30, 2021, the Company’s warrant liability related to IPO warrants and representative’s warrant amounting to $ 1,771,481 71,414
Reclassifications	Reclassifications The Company has reclassified certain amounts in the 2020 consolidated financial statements to comply with the 2021 presentation.

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2021
Prepaid Expenses And Other Current Assets
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 December 31, 2020 Deposits $ 170,000 $ 170,000 Legal retainer 70,295 43,038 Prepaid insurance 139,473 - Others – office lease deposit 100,102 - Total $ 479,870 $ 213,038

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2021
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 197,187 $ 991,565 Accrued expenses 813,861 905,629 Others 69,421 33,794 Accounts Payable and Accrued Liabilities $ 1,080,469 $ 1,930,988

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE	SCHEDULE OF FUTURE PAYMENTS UNDER LEASE Remainder of 2021 $ 68,137 2022 $ 273,962 2023 $ 279,610 2024 $ 289,495 2025 $ 306,442 2026 $ 306,442 Subsequent years $ 842,714 Total $ 2,366,802

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash		$ 9,834,516
Net Income (Loss) Attributable to Parent	$ (1,823,618)	1,823,618	$ (973,327)	$ (3,915,207)	$ (2,587,062)
Net Income (Loss) Attributable to Parent	1,823,618	$ (1,823,618)	$ 973,327	3,915,207	2,587,062
Net Cash Provided by (Used in) Operating Activities				3,017,468	$ 1,633,774
Retained Earnings (Accumulated Deficit)	$ 17,173,083			$ 17,173,083		$ 12,521,944

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Sep. 30, 2021USD ($)
IPO Warrant [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Warrant liability	$ 1,771,481
Bridge Warrant [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Warrant liability	$ 71,414

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Prepaid Expenses And Other Current Assets
Deposits	$ 170,000	$ 170,000
Legal retainer	70,295	43,038
Prepaid insurance	139,473
Others – office lease deposit	100,102
Total	$ 479,870	$ 213,038

PREPAID EXPENSES AND OTHER CU_3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)	Apr. 06, 2021	Sep. 30, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit Assets		$ 170,000	$ 170,000
Land Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit Assets			$ 170,000
Payments to Acquire Land	$ 4,400,000

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Purchase price of purchased asset	$ 225,000
Accrued Liabilities, Current	500,000		$ 487,983
Contingent consideration payable	750,000
Asset Purchase Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase price of purchased asset	$ 1,475,000
Agreement description	The number of shares of Company’s common stock (rounded up to the nearest whole number), restricted as to resale under Section 4(a)(2) of the Securities Act, equal to the quotient of (i) $5,000,000 divided by (ii) a per share price equal to the average of the volume weighted average price (“VWAP”) of the Company’s common shares for the ten trading days immediately preceding the Due Diligence Deadline (as defined below) (the “Closing Shares”). The Closing Shares, to be due on the Closing Date, which Closing Shares are restricted as to resale and issued under a private placement exempt from registration under Section 4(a) (2) of the Securities Act, are subject to release of restriction and lockup on a quarterly basis over ten quarters commencing on the Closing Date in equal amounts of shares over ten consecutive calendar quarters.
Cash payable for agreement	$725,000 in cash payable follows: (a) $225,000 payable on the Effective Date; and (b) $500,000 payable within 120 days after the Effective Date, to reimburse MNG for, without limitation, satisfaction of all the secured debt as listed in Section 2.04 of the Disclosure Schedules to the Agreement (the “Secured Debt”)
Payment agreement description	The number of shares of Company’s common stock (rounded up to the nearest whole number) to be issued in two tranches that equals (i) $8,000,000 divided by (ii) a per share price equal to the VWAP of the Company’s common shares for the ten trading days immediately before the issuance date of those shares (“Post Closing Shares”). $5,000,000 of the Post-Closing Shares will be issued on June 30, 2022, to be held in Escrow. $3,000,000 of the Post-Closing Shares will be issued to MNG on December 31, 2022, to be held in Escrow.
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase price of purchased asset	$ 14,475,000
Intellectuals Property [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase price of purchased asset	$ 225,000

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 197,187	$ 991,565
Accrued expenses	813,861	905,629
Others	69,421	33,794
Accounts Payable and Accrued Liabilities	$ 1,080,469	$ 1,930,988

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts Payable, Current		$ 744,191
Accrued liabilities	$ 500,000	487,983
[custom:DirectorsFeesPayable-0]	$ 29,817	128,448
Unpaid of initial public offering cost		$ 297,437

SENIOR SECURED DEBENTURES (Deta

SENIOR SECURED DEBENTURES (Details Narrative)	Jun. 24, 2021USD ($)$ / sharesshares	May 27, 2021shares	Mar. 24, 2021USD ($)	Sep. 30, 2021USD ($)$ / shares	Sep. 30, 2021USD ($)$ / shares
Short-term Debt [Line Items]
Stock Issued During Period, Shares, New Issues | shares		820,029
Stock Issued During Period, Value, New Issues				$ 13,262,712	$ 13,262,712
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 6	$ 6
Fair Value Adjustment of Warrants					$ 818,960
Warrant [Member]
Short-term Debt [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares	93,938
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 3.99
Warrants and Rights Outstanding, Term	3 years
Bridge Warrant [Member]
Short-term Debt [Line Items]
Fair Value Adjustment of Warrants					199,255
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Share Price [Member]
Short-term Debt [Line Items]
Fair Value Adjustment of Warrants					$ 71,414
Warrants and Rights Outstanding, Measurement Input				2.23	2.23
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member]
Short-term Debt [Line Items]
Warrants and Rights Outstanding, Measurement Input				75	75
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-term Debt [Line Items]
Warrants and Rights Outstanding, Measurement Input				0.67	0.67
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Expected Term [Member]
Short-term Debt [Line Items]
Warrants and Rights Outstanding, Term				3 years	3 years
Accredited Investors [Member] | Senior Secured Debentures [Member]
Short-term Debt [Line Items]
Debt, maturity date	Jul. 13, 2021
Stock Issued During Period, Shares, New Issues | shares	10,000
Stock Issued During Period, Value, New Issues	$ 60,000
Accredited Investors [Member] | Securities Purchase Agreement [Member]
Short-term Debt [Line Items]
Debt principal amount			$ 750,000
Subscription amount			$ 600,000
Debt, maturity date			Jun. 24, 2021
Debenture Holders [Member] | Securities Purchase Agreement [Member]
Short-term Debt [Line Items]
Transaction costs			$ 69,000

LONG TERM LOAN (Details Narrati

LONG TERM LOAN (Details Narrative) - Loan Agreement [Member] - Alterna Bank [Member]	1 Months Ended	12 Months Ended	13 Months Ended
	Apr. 30, 2021USD ($)	Dec. 31, 2020CAD ($)	Apr. 30, 2021CAD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2020CAD ($)
Line of Credit Facility [Line Items]
Debt principal amount				$ 31,417
Debt, maturity date		Dec. 31, 2022
Debt, forgiveness percentage		25.00%
Debt instrument, interest rate				5.00%	5.00%
Debt instrument, description		the extended term i.e. January 31, 2023 to December 31, 2025
Proceeds from loan	$ 15,932
CAD [Member]
Line of Credit Facility [Line Items]
Debt principal amount					$ 40,000
Debt instrument, forgiveness		$ 10,000
Proceeds from loan			$ 20,000

WARRANT LIABILITY (Details Narr

WARRANT LIABILITY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jul. 15, 2021
Warrant exercise price	$ 6
Fair value of warrant liability	$ 818,960
Series A Warrants [Member]
Number of warrant liability	3,088,198	39,800
Warrant exercise price		$ 6
Warrant [Member]
Number of warrant liability	135,999
Bridge Warrants [Member]
Number of warrant liability	93,938

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($)

Sep. 02, 2021

Jul. 28, 2021

Jul. 15, 2021

Jul. 13, 2021

Jul. 12, 2021

Jun. 24, 2021

May 31, 2021

May 28, 2021

May 27, 2021

Mar. 29, 2021

May 10, 2019

May 02, 2019

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Subsidiary, Sale of Stock [Line Items]

Stock Issued During Period, Value, Issued for Services

$ 76,760

$ 106,521

$ 357,269

$ 418,926

Number of stock issued during period

820,029

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

1,113,701

Stock option granted

405,059

Shares vesting period

3 years

3 years

3 years

Stock option, exercisable tem

5 years

5 years

5 years

Stock options, exercise price

$ 7

$ 7

$ 7

$ 7

Fair value of stock options

$ 85,693

$ 1,480,000

$ 32,530

Stock price

$ 3.86

$ 6

2.30

$ 2.30

Expected volatality

80.00%

80.00%

80.00%

Risk free rate of return

0.88%

0.98%

1.11%

Expected term

3 years

3 years

3 years

Unrecognized compensation cost

$ 901,575

Expected recognition period

3 years

Proceeds from issuance of public offering

$ 15,639,990

Underwriting discounts and commissions

$ 1,251,199

Exercise price of warrants

$ 6

$ 6

Stock Term

3 years

Strike price per share

$ 3.99

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued for consulting services, shares

[1]

15,000

62,237

96,029

Stock Issued During Period, Value, Issued for Services

$ 69,300

[1]

$ 349,809

[1]

$ 324,868

[1]

Number of stock issued during period

39,800

3,127,998

[1]

3,127,998

[1]

Series A Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise of warrant

39,800

3,088,198

3,088,198

Exercise price of warrants

$ 6

Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise of warrant

93,938

IPO [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares sold

3,127,998

Public offering price per share

$ 5

Gross proceeds for sale of shares

$ 15,639,990

Proceeds from issuance of public offering

$ 14,388,791

IPO [Member] | Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of stock issued during period

53,474

Officer [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued for consulting services, shares

98,356

Stock option granted

55,445

49,284

Consultants [Member]

Subsidiary, Sale of Stock [Line Items]

Number of common shares issued fpr debt

10,000

IPO [Member] | Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of stock, shares

2,258,826

Consultants [Member]

Subsidiary, Sale of Stock [Line Items]

Number of stock issued during period

15,000

Directors [Member]

Subsidiary, Sale of Stock [Line Items]

Number of stock issued during period

19,992

Third Party [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued for consulting services, shares

30,000

Stock Issued During Period, Value, Issued for Services

$ 179,700

Holders [Member]

Subsidiary, Sale of Stock [Line Items]

Stock dividend shares

48,791

86,739

Consultants [Member]

Subsidiary, Sale of Stock [Line Items]

Number of stock issued during period

7,237

[1]

reflects the 1:4.75

SCHEDULE OF FUTURE PAYMENTS UND

SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details)	Sep. 30, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2021	$ 68,137
2022	273,962
2023	279,610
2024	289,495
2025	306,442
2026	306,442
Subsequent years	842,714
Total	$ 2,366,802

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	May 15, 2019
HydroHaus Horticulture Inc [Member] | Licensing [Member]
Loss contingency		$ 130,000
Accrued expense payable		$ 100,000
Common Class A [Member] | Consulting Services [Member]
Stock Issued During Period, Shares, Issued for Services	500,000
Reverse Split [Member] | Common Class A [Member] | Consulting Services [Member]
Stock Issued During Period, Shares, Issued for Services	105,263
Technology and Attendant Intellectual Property Rights [Member] | Common Class A [Member]
Shares issued as consideration for purchase of asset	25,000,000
Technology and Attendant Intellectual Property Rights [Member] | Reverse Split [Member] | Common Class A [Member]
Shares issued as consideration for purchase of asset	5,263,158