AgriFORCE Growing Systems (AGRI) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 29, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
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 Tax Identification Number	00-0000000
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		15,176,698
Documents Incorporated by Reference	List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Auditor Name	Marcum LLP
Auditor Location	Costa Mesa, CA
Auditor Firm ID	688
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

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)		Dec. 31, 2021	Dec. 31, 2020
Current
Cash		$ 7,775,290	$ 653,410
Other receivables		32,326	8,973
Prepaid expenses and other current assets		309,040	213,038
Total current assets		8,116,656	875,421
Non-current
Property and equipment, net		40,971	28,443
Intangible asset		1,477,237
Lease deposit, non-current		50,608
Deferred IPO costs			390,932
Construction in progress		2,079,914	2,071,093
Total assets		11,765,386	3,365,889
Current
Accounts payable and accrued liabilities		1,532,312	1,930,988
Contingent consideration payable		753,727
Total current liabilities		2,286,039	1,930,988
Non-current
Deferred rent		12,954
Warrants liability		1,418,964
Long term loan		47,326	31,417
Total liabilities		3,765,283	1,962,405
Commitments and contingencies
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]	25,637,543	5,696,050
Additional paid-in-capital		2,203,343	1,297,566
Obligation to issue shares		93,295	94,885
Accumulated deficit		(19,900,992)	(12,521,944)
Accumulated other comprehensive income (loss)		(33,086)	119,054
Total shareholders’ equity		8,000,103	1,403,484
Total liabilities and shareholders’ equity		$ 11,765,386	$ 3,365,889
[1]	reflects the 1:4.75 reverse stock split

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0	$ 0
Preferred stock shares, authorized	Unlimited	Unlimited
Preferred stock, shares outstanding		2,258,826
Preferred stock, shares issued		2,258,826
Common Stock, No Par Value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common Stock, Shares, Issued	15,176,698	8,441,617
Common Stock, Shares, Outstanding	15,176,698	8,441,617
Reverse stock split, description	1:4.75 reverse stock split

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($)		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
OPERATING EXPENSES
Consulting		$ 1,088,413	$ 441,021
Depreciation		11,797	9,059
Office and administrative		780,135	189,813
Investor and public relations		748,349	121,126
Professional fees		882,146	445,158
Rent		168,315	20,898
Research and development		474,338	123,915
Share based compensation		796,141	571,210
Shareholder and regulatory		143,095	337,878
Travel and entertainment		69,598	13,426
Wages and salaries		1,766,491	1,071,867
Operating loss		(6,928,818)	(3,345,371)
OTHER EXPENSES / (INCOME)
Foreign exchange gain		(162,976)	(17,650)
Write-off of deposit		151,711
Accretion of interest on senior secured debentures		483,529
Change in fair value of warrants		(1,191,383)
Issuance cost related to warrants		374,465
Loss on extension of debt term		58,952
SR&ED tax incentive income			(106,195)
Net loss		(6,643,116)	(3,221,526)
Dividend paid to preferred shareholders		735,932	948,064
Net loss attributable to common shareholders		(7,379,048)	(4,169,590)
Other comprehensive loss
Foreign currency translation		(152,140)	(45,856)
Comprehensive loss attributable to common shareholders		$ (7,531,188)	$ (4,215,446)
Basic and diluted net loss attributed to common share	[1]	$ (0.66)	$ (0.53)
Weighted average number of common shares outstanding - basic and diluted*	[1]	11,164,311	7,907,233
[1]	reflects the 1:4.75 reverse stock split

Consolidated Statements of Co_2

Consolidated Statements of Comprehensive Loss (Parenthetical)	Nov. 29, 2020	Nov. 29, 2020	Nov. 29, 2020	Dec. 31, 2021
Equity [Abstract]
Reverse stock split, description	1:4.75 reverse stock split	1:4.75 reverse stock split	one-for-4.75 reverse stock split	1:4.75 reverse stock split

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Equity - USD ($)		Common Stock [Member]		Preferred Stock [Member]Series A Preferred Stock [Member]	Additional Paid-in Capital [Member]	Obligation To Issue Shares [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning Balance, at Dec. 31, 2019		$ 3,725,454		$ 6,717,873	$ 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 on exercise of warrants		$ 666,878							666,878
Shares issued on exercise of warrants, shares	[1]	365,112
Shares issued for consulting services		$ 355,654				82,422			438,076
Shares issued for consulting services, shares	[1]	100,237
Shares issued for dividend on Preferred shares		$ 948,064					(948,064)
Shares issued for dividend on Preferred Shares, shares	[1]	271,059
Share based compensation					571,210				571,210
Net loss							(3,221,526)		(3,221,526)
Foreign currency translation								(45,856)	(45,856)
Ending Balance at Dec. 31, 2020		$ 5,696,050		$ 6,717,873	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		3,127,998	[1]
Shares issued for conversion of series A Preferred Stock		$ 6,717,873		$ (6,717,873)
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			44,644				283,444
Shares issued on exercise of warrants, shares		39,800	[1]
Shares issued on cashless exercise of warrants					64,992				64,992
Shares issued on cashless exercise of options,shares	[1]	36,275
Shares issued on exercise of options		$ 9,123							9,123
Shares issued on exercise of options, shares	[1]	7,018
Shares issued on cashless exercise of options
Shares issued on cashless exercise of options,shares	[1]	820,029
Shares issued for bonus and compensation		$ 648,449							648,449
Shares issued for bonus, shares	[1]	159,775
Shares issued for consulting services		$ 381,663				(1,590)			380,073
Shares issued for consulting services, shares	[1]	76,364
Share issued for settlement of accrued director’s fee		$ 46,783							46,783
Share issued for settlement of accrued director's fee, shares	[1]	19,992
Shares issued for dividend on Preferred shares		$ 735,932					(735,932)
Shares issued for dividend on Preferred Shares, shares	[1]	189,004
Share issue costs		$ (2,099,842)							(2,099,842)
Share based compensation					796,141				796,141
Net loss							(6,643,116)		(6,643,116)
Foreign currency translation								(152,140)	(152,140)
Ending Balance at Dec. 31, 2021		$ 25,637,543			$ 2,203,343	$ 93,295	$ (19,900,992)	$ (33,086)	$ 8,000,103
Balance,shares at Dec. 31, 2021	[1]	15,176,698
[1]	reflects the 1:4.75 reverse stock split

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Shareholders' Equity (Parenthetical)	Nov. 29, 2020	Nov. 29, 2020	Nov. 29, 2020	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Reverse stock split, description	1:4.75 reverse stock split	1:4.75 reverse stock split	one-for-4.75 reverse stock split	1:4.75 reverse stock split

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$ (6,643,116)	$ (3,221,526)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	11,797	9,059
Share based compensation	796,141	571,210
Shares issued for consulting services	321,121	438,076
Shares issued for compensation	134,383
Loss on extension of debt term	58,952
Write-off of deposit	151,711
Issuance cost related to warrants	374,465
Change in fair value of warrants	(1,191,383)
Accretion of interest on senior secured debentures	483,529
Changes in operating assets and liabilities:
Decrease (increase) in other receivables	(23,353)	38,724
Decrease (increase) in prepaid expenses and other current assets	(235,713)	54,779
Increase in accounts payable and accrued liabilities	662,173	257,967
Lease deposit, non-current	(50,608)
Deferred rent	12,954
Net cash used in operating activities	(5,136,947)	(1,851,711)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment	(25,522)	(1,574)
Acquisition of intangibles	(225,000)
Deposit for purchase of land	(12,000)	(170,000)
Cash paid for construction in progress	(744,191)
Net cash used in investing activities	(1,006,713)	(171,574)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Initial Public Offering	15,639,990
IPO costs paid including underwriting discount	(2,279,374)	(93,495)
Proceeds from exercise of warrants	238,800	666,878
Proceeds from long term loan	15,932	31,417
Proceeds from senior secure debentures - net	600,000
Financing costs of senior secured debentures	(69,000)
Repayment of Senior Secured Debentures	(750,000)
Proceeds from exercise of options	9,123
Net cash provided by financing activities	13,405,471	604,800
Effect of exchange rate changes on cash	(139,931)	(86,996)
Change in cash	7,121,880	(1,505,481)
Cash, beginning of year	653,410	2,158,891
Cash, end of year	7,775,290	653,410
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	948,064
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		297,437
Unpaid amount related to intangible assets included in accrued expenses	$ 500,000

BUSINESS OVERVIEW

BUSINESS OVERVIEW	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
BUSINESS OVERVIEW	1. BUSINESS OVERVIEW AgriFORCE Growing Systems Ltd. (the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 300 – 2233 Columbia Street, Vancouver, British Columbia, Canada, V5Y 0M6. On February 13, 2018, the Company changed its name from 1146470 B.C. Ltd to Canivate Growing Systems Ltd. On November 22, 2019 the Company changed its name from Canivate Growing Systems Ltd. to 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 PREPARATION

BASIS OF PREPARATION	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PREPARATION	2. BASIS OF PREPARATION Basis of Presentation The accompanying consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principal of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. All inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd.** Canada Management Company May 22, 2018 Daybreak Ag Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc.* United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 * AgriFORCE Holdings Inc. was dissolved during the year ended December 31, 2020. ** Canivate Growing Solutions Ltd. was dissolved during the year ended December 31, 2021. During the year ended December 31, 2019, AgriFORCE Investments Inc., West Pender Holdings, Inc. and AgriFORCE Holdings Inc., wholly owned subsidiaries of the Company, commenced operations and their financial results are consolidated into the results of the Company. West Pender Management Co., a wholly owned subsidiary commenced operations in 2021 and its results are consolidated into the results of the Company. All other subsidiaries have been created and did not have any operating activities or Financial Statements as at December 31, 2021 and 2020. Functional and Reporting Currency The functional currency for each entity included in these consolidated financial statements is the currency of the primary economic environment in which the entity operates. These consolidated financial statements are presented in United States dollars (“U.S. dollars”). Currency conversion to U.S. dollars is performed in accordance with ASC 830, Foreign Currency Matters. Use of Estimates The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Significant estimates reflected in these financial statements include, but are not limited to, accounting for share-based compensation, valuation of warrant liability, as well as depreciation method. Actual results could differ from these estimates and those differences could be material. Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future. As reflected in the financial statements for the year ended December 31, 2021, the Company had a net loss of $ 6.6 5.1 5.8 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at the stage of development of its first facility and other Intellectual Property. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. For the next twelve months from issuance of these financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to our currently outstanding common shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to shareholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these financial statements. Reverse Stock Split On November 29, 2020, the Company effectuated a one-for-4.75 reverse stock split

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	3. SIGNIFICANT ACCOUNTING POLICIES Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no Property and Equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Deferred IPO Costs Deferred IPO costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through an initial public offering of the Company’s common stock (“IPO”). There were no IPO costs incurred prior to 2020. The Company completed the IPO in July 2021 and accordingly all deferred IPO costs, except for the portion allocated to warrant liability, were reclassified to additional paid-in capital as a reduction of the IPO proceeds. The portion allocated to warrant liability was expensed in the statement of comprehensive loss. Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers 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 years ended December 31, 2021 and December 31, 2020, since the effect of the Company’s stock options and warrants are anti-dilutive. Research and Development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local 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 December 31, 2021, the Company’s warrant liability related to IPO warrants and representative’s warrant amounting to $ 1,418,964 nil Reclassifications The Company has reclassified certain amounts in the 2020 consolidated financial statements to comply with the 2021 presentation. Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2021 and 2020. Share Based Compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common shares on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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 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. We are currently assessing the impact this guidance will have on our 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 and will not have a material impact to these financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, and allows a modified retrospective approach. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently in the process of evaluating the impact of this guidance on our 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.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Computer equipment $ 22,708 $ 13,473 Furniture and fixtures 39,997 36,323 Total property and equipment 62,705 49,796 Less: Accumulated depreciation (21,734 ) (21,353 ) Property and equipment, net $ 40,971 $ 28,443 Depreciation expense on property and equipment, was $ 11,797 9,059

CONSTRUCTION IN PROGRESS

CONSTRUCTION IN PROGRESS	12 Months Ended
	Dec. 31, 2021
Construction In Progress
CONSTRUCTION IN PROGRESS	5. CONSTRUCTION IN PROGRESS The Company engaged outside contractors to begin construction work on its first facility. As of December 31, 2021, $ 2,079,914 2,071,093

PREPAID EXPENSES AND DEPOSITS

PREPAID EXPENSES AND DEPOSITS	12 Months Ended
	Dec. 31, 2021
Prepaid Expenses And Deposits
PREPAID EXPENSES AND DEPOSITS	6. PREPAID EXPENSES AND DEPOSITS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2021 December 31, 2020 Deposits $ 32,000 $ 170,000 Legal retainer 33,692 43,038 Prepaid expenses 214,445 - Others 28,903 - Prepaid Expense and Other Assets $ 309,040 $ 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 4.4 150,000 Others include an office lease deposit amounting to $ 77,774 50,608 Nil

INTANGIBLE ASSET

INTANGIBLE ASSET	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	7. INTANGIBLE ASSET Intangible asset represents $ 1,477,237 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 $ 225,000 500,000 753,727 Subsequent to the year end, the Company paid $ 500,000

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2021 December 31, 2020 Accounts payable $ 414,117 $ 991,565 Accrued expenses 981,027 905,629 Others 137,168 33,794 Accounts Payable and Accrued Liabilities $ 1,532,312 $ 1,930,988 Accounts payable includes $ Nil 744,191 Nil 487,983 89,236 Nil 39,309 128,448 Nil 297,437

SENIOR SECURED DEBENTURES

SENIOR SECURED DEBENTURES	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
SENIOR SECURED DEBENTURES	9. 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 years The changes in the fair value of the Bridge Warrants amounting to $ 203,456 64,992 2.16 nil 73 0.94 3

LONG TERM LOAN

LONG TERM LOAN	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
LONG TERM LOAN	10. 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, 2023 20,000 5 the extended term i.e. January 31, 2024 to December 31, 2025 In April 2021, the Company applied for additional loan with Alterna Bank under the Program and received $ 15,909 20,000

WARRANTS LIABILITY

WARRANTS LIABILITY	12 Months Ended
	Dec. 31, 2021
Warrants Liability
WARRANTS LIABILITY	11. WARRANTS LIABILITY As of December 31, 2021, the warrant liability represents aggregate fair value of publicly traded 3,088,198 135,999 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 per share. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The underwriter (or permitted assignees under Rule 5110(e)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they 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 date of this prospectus. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or recapitalization, reorganization, merger or consolidation. The change in fair value on the warrant liability amounting to $ 1,191,383 203,456

SHARE CAPITAL

SHARE CAPITAL	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SHARE CAPITAL	12. SHARE CAPITAL a) Authorized Share Capital On March 1, 2019, the Company changed its share structure with a Directors’ resolution to replace Class – A voting shares with Common voting Shares, and to eliminate Class-B non-voting shares (where nil were issued), and created a new series of Preferred shares with no par value and unlimited number of shares. Holders of Preferred shares shall be entitled to receive distribution ahead of holders of Common shares. In addition, Preferred shareholders are also entitled to a fixed premium (if specifically provided in the special rights and restrictions attached to a specific series of Preferred shares), prior to any distributions to holders of Common shares in the event of dissolution, liquidation or winding-up of the Company. b) Issued Share Capital The Company had the following common share transactions during the year ended December 31, 2020: ● On May 2, 2020, the Company declared and issued 86,739 3.37 4.75 412,008 0.71 1.00 ● On May 10, 2020, the Company declared and issued 48,791 3.42 4.75 231,758 0.72 1.00 ● On November 2, 2020, the Company declared and issued 86,739 3.56 4.75 412,008 0.75 1.00 ● On November 10, 2020, the Company declared and issued 48,791 3.66 4.75 231,758 0.77 1.00 ● During the year ended December 31, 2020, 365,113 1,734,285 2.38 0.50 ● At various times during the year ended December 31, 2020, the Company issued 100,237 476,126 The Company had the following common share transactions during the year ended December 31, 2021: ● 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 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 ● On July 12, 2021, with the closing of the IPO, 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 September 01, 2021, the Company issued to Directors 19,992 ● On October 1, 2021, the company issued 36,379 ● On October 1, 2021, the Company issued to a consultant 3,188 ● On October 27, 2021, the Company issued 36,275 93,938 ● On November 27, 2021, the Company issued 7,018 7,018 1.30 1.66 ● On December 31, 2021, the Company issued 35,979 c) Stock Options The Company has adopted a stock option plan (the “Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors. On May 28, 2019, at the Company’s annual general meeting, shareholders approved an amendment to the Stock Option Plan to increase the number of authorized shares subject to the stock option plan to 15 For the year ended December 31, 2021, the Company recorded aggregate share-based compensation expense of $ 796,141 571,210 As of December 31, 2021, 717,019 1,450,918 5.63 7.14 2.01 2.56 280,938 1,161,726 The amounts recognized as share-based payments and stock options are included in share-based compensation on the Statement of Loss and Comprehensive Loss. As of December 31, 2021, there was $ 634,626 275,150 3 years 2 years The following summarizes stock option activity during the years ended December 31, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2019 1,106,711 $ 1.35 4.98 Granted 387,760 $ 3.73 5.46 Forfeited (25,132 ) $ 1.31 - Cancelled (18,421 ) $ 1.31 - Balance at December 31, 2020 1,450,918 $ 2.01 4.38 Granted 509,788 $ 7.00 4.47 Exercised (1,120,719 ) 3.23 - Forfeited (28,947 ) $ 4.75 - Cancelled (94,021 ) $ 6.70 - Balance at December 31, 2021 717,019 $ 5.84 4.48 * reflects the 1:4.75 reverse stock split The Company’s outstanding and exercisable stock options at December 31, 2021 were: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ January 31, 2026 921 4.09 4.75 3.75 921 3.75 June 30, 2026 255,594 4.50 4.75 3.75 211,993 3.75 May 31, 2026 355,775 4.42 8.87 7.00 59,296 7.00 July 15, 2026 55,445 4.54 8.87 7.00 4,620 7.00 September 30, 2026 49,284 4.75 8.87 7.00 4,108 7.00 Total Share Options 717,019 4.48 7.40 5.84 280,938 4.53 * reflects the 1:4.75 reverse stock split Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS December 31, 2021 December 31, 2020 Expected volatility 80.00 % 79.60 % Expected term (in years) 3.31 3.44 Risk-free interest rate 0.92 % 0.45 % Fair value of options $ 2.59 $ 1.90 d) Warrants The Company’s outstanding warrants as of December 31, 2021 were: SCHEDULE OF OUTSTANDING WARRANTS Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Outstanding, December 31, 2019 3,398,996 7.70 6.05 Exercised during quarter 4, 2020 (365,112 ) 2.38 1.87 December 21, 2021 Expired during quarter 4, 2020 (63,157 ) 2.38 1.87 October 15, 2021 Expired during quarter 4, 2020 (163,610 ) 2.38 1.87 December 21, 2021 Expired during quarter 4, 2020 (33,684 ) 1.66 1.30 December 31, 2021 Expired during quarter 4, 2020 (210,526 ) 2.38 1.87 January 16, 2022 Expired during quarter 4, 2020 (16,842 ) 1.66 1.30 January 21, 2022 Outstanding, December 31, 2020 2,546,065 9.50 7.46 Granted during quarter 3, 2021 3,263,997 7.48 6.00 July 12, 2024 Granted during quarter 3, 2021 93,938 4.98 3.99 July 28, 2024 Exercised during quarter 3, 2021 (39,800 ) 7.48 6.00 July 12, 2024 Exercised during quarter 4, 2021 (93,938 ) 4.98 3.99 July 28, 2024 Outstanding, December 31, 2021 5,770,262 7.49 5.91 * reflects the 1:4.75 reverse stock split ** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated. ** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	13. INCOME TAXES For the year ended December 31, 2021 and 2020, loss before income tax provision consisted of the following: SUMMARY OF INCOME TAX PROVISION December 31, 2021 December 31, 2020 Domestic operations - Canada $ (6,202,837 ) $ (2,732,888 ) Foreign operations - United States (440,279 ) (488,638 ) Total loss before taxes $ (6,643,116 ) $ (3,221,526 ) Income tax expense (benefit) consists of the following for the years ended December 31, 2021 and December 31, 2020: SCHEDULE OF COMPONENTS OF INCOME TAX December 31, 2021 December 31, 2020 Loss before taxes $ (6,643,116 ) $ (3,221,526 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (1,793,641 ) $ (869,812 ) Change in fair value of warrants (321,674 ) - Other permanent differences 93,375 - Stock-based compensation 253,556 154,227 Share issue costs (112,812 ) (45,854 ) Others 18,499 (41,388 ) Total $ (1,862,697 ) $ (720,051 ) Change in valuation Allowance $ 1,862,697 $ 720,051 Total income tax expense (benefit) $ - $ - The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2020 and 2021 at a rate of 27% Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Deferred tax assets: Unused net operating losses carry forward - Canada and United States $ 4,459,457 $ 2,669,781 Unused capital losses carry forward 40,962 - Share issue costs 174,377 142,318 Property and equipment - - Total deferred tax assets $ 4,674,796 $ 2,812,099 Deferred tax asset not recognized - - Net deferred tax assets 4,674,796 2,812,099 Deferred tax liability: Total deferred tax liability - - Valuation Allowance $ (4,674,796 ) $ (2,812,099 ) Net deferred tax assets (liabilities) $ - $ - The Company has Non-Capital Losses of $ 15.7 million as of December 31, 2021 and $ 9.3 million as of December 31, 2020, which are due to expire between 2039 and 2041 and which can be used to offset future taxable income in Canada. For foreign operations in United States, aggregate net operating losses are $ 0.9 million as of December 31, 2021 (2020 - $ 0.6 million) which can be carried forward indefinitely. The Company has Capital Losses of $ 0.2 Nil expires after 5 years and can be used to offset future taxable capital gains in the United States The Company files income tax returns in Canada and the United States and is subject to examination in these jurisdictions for all years since the Company’s inception in 2017. As at December 31, 2021, no tax authority audits are currently underway. The Company currently has no uncertain tax position and is therefore not reflecting any adjustments.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors. SCHEDULE OF RELATED PARTY TRANSACTIONS December 31, 2021 December 31, 2020 Accounting fees (included in professional) $ 3,473 $ 15,225 As of December 31, 2021, $ 47,461 3,223 During the year ended December 31, 2021 and 2020, the Company incurred $ 66,246 38,395 13,158 62,500 During the year ended December 31, 2021 and December 31, 2020, the Company paid $ Nil 8,862 On May 1, 2019, the Company entered into a 12 months 10,000 There were no other payments to related parties for the year ended December 31, 2021 and 2020 other than expense reimbursements in the ordinary course of business.

RESEARCH AND DEVELOPMENT

RESEARCH AND DEVELOPMENT	12 Months Ended
	Dec. 31, 2021
Research and Development [Abstract]
RESEARCH AND DEVELOPMENT	15. RESEARCH AND DEVELOPMENT During the year ended December 31, 2021, the Company spent $ 474,338 123,915 SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS December 31, 2021 December 31, 2020 Architectural fees $ - $ 28,397 Engineering consultants - 16,962 Design and construction 177,407 4,406 Product development 296,931 74,150 Research and development costs $ 474,338 $ 123,915 The Company recorded Scientific Research and Experimental Development (“SR&ED”) tax incentive income of $ Nil 106,195

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	16. 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 follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE 2022 $ 283,952 2023 $ 289,628 2024 $ 299,563 2025 $ 316,593 2026 $ 316,593 Subsequent years $ 870,631 Total $ 2,376,960 Contingencies Litigation During the years ended December 31, 2021 and December 31, 2019, 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 the 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	17. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 29, 2022, the date on which these financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2021, and events which occurred subsequent to December 31, 2021 but were not recognized in the financial statements. Except as disclosed below, there were no events that required recognition, adjustment to or disclosure in the financial statements. On February 10, 2022, the Company signed a definitive agreement to acquire Delphy Groep BV (“Delphy”), a Netherlands-based AgTech consultancy firm, for $ 26

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Cash	Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no
Property and Equipment	Property and Equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited.
Deferred IPO Costs	Deferred IPO Costs Deferred IPO costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through an initial public offering of the Company’s common stock (“IPO”). There were no IPO costs incurred prior to 2020. The Company completed the IPO in July 2021 and accordingly all deferred IPO costs, except for the portion allocated to warrant liability, were reclassified to additional paid-in capital as a reduction of the IPO proceeds. The portion allocated to warrant liability was expensed in the statement of comprehensive loss.
Revenue Recognition	Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers
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 years ended December 31, 2021 and December 31, 2020, since the effect of the Company’s stock options and warrants are anti-dilutive.
Research and Development	Research and Development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred.
Foreign Currency Transactions	Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local
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 December 31, 2021, the Company’s warrant liability related to IPO warrants and representative’s warrant amounting to $ 1,418,964 nil
Reclassifications	Reclassifications The Company has reclassified certain amounts in the 2020 consolidated financial statements to comply with the 2021 presentation.
Income Taxes	Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2021 and 2020.
Share Based Compensation	Share Based Compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common shares on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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 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. We are currently assessing the impact this guidance will have on our 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 and will not have a material impact to these financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, and allows a modified retrospective approach. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently in the process of evaluating the impact of this guidance on our 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.

BASIS OF PREPARATION (Tables)

BASIS OF PREPARATION (Tables)	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS	SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd.** Canada Management Company May 22, 2018 Daybreak Ag Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc.* United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 * AgriFORCE Holdings Inc. was dissolved during the year ended December 31, 2020. ** Canivate Growing Solutions Ltd. was dissolved during the year ended December 31, 2021.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES	Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Computer equipment $ 22,708 $ 13,473 Furniture and fixtures 39,997 36,323 Total property and equipment 62,705 49,796 Less: Accumulated depreciation (21,734 ) (21,353 ) Property and equipment, net $ 40,971 $ 28,443

PREPAID EXPENSES AND DEPOSITS (

PREPAID EXPENSES AND DEPOSITS (Tables)	12 Months Ended
	Dec. 31, 2021
Prepaid Expenses And Deposits
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2021 December 31, 2020 Deposits $ 32,000 $ 170,000 Legal retainer 33,692 43,038 Prepaid expenses 214,445 - Others 28,903 - Prepaid Expense and Other Assets $ 309,040 $ 213,038

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2021 December 31, 2020 Accounts payable $ 414,117 $ 991,565 Accrued expenses 981,027 905,629 Others 137,168 33,794 Accounts Payable and Accrued Liabilities $ 1,532,312 $ 1,930,988

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITY	The following summarizes stock option activity during the years ended December 31, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2019 1,106,711 $ 1.35 4.98 Granted 387,760 $ 3.73 5.46 Forfeited (25,132 ) $ 1.31 - Cancelled (18,421 ) $ 1.31 - Balance at December 31, 2020 1,450,918 $ 2.01 4.38 Granted 509,788 $ 7.00 4.47 Exercised (1,120,719 ) 3.23 - Forfeited (28,947 ) $ 4.75 - Cancelled (94,021 ) $ 6.70 - Balance at December 31, 2021 717,019 $ 5.84 4.48 * reflects the 1:4.75 reverse stock split
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS	The Company’s outstanding and exercisable stock options at December 31, 2021 were: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ January 31, 2026 921 4.09 4.75 3.75 921 3.75 June 30, 2026 255,594 4.50 4.75 3.75 211,993 3.75 May 31, 2026 355,775 4.42 8.87 7.00 59,296 7.00 July 15, 2026 55,445 4.54 8.87 7.00 4,620 7.00 September 30, 2026 49,284 4.75 8.87 7.00 4,108 7.00 Total Share Options 717,019 4.48 7.40 5.84 280,938 4.53 * reflects the 1:4.75 reverse stock split
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS	Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS December 31, 2021 December 31, 2020 Expected volatility 80.00 % 79.60 % Expected term (in years) 3.31 3.44 Risk-free interest rate 0.92 % 0.45 % Fair value of options $ 2.59 $ 1.90
SCHEDULE OF OUTSTANDING WARRANTS	The Company’s outstanding warrants as of December 31, 2021 were: SCHEDULE OF OUTSTANDING WARRANTS Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Outstanding, December 31, 2019 3,398,996 7.70 6.05 Exercised during quarter 4, 2020 (365,112 ) 2.38 1.87 December 21, 2021 Expired during quarter 4, 2020 (63,157 ) 2.38 1.87 October 15, 2021 Expired during quarter 4, 2020 (163,610 ) 2.38 1.87 December 21, 2021 Expired during quarter 4, 2020 (33,684 ) 1.66 1.30 December 31, 2021 Expired during quarter 4, 2020 (210,526 ) 2.38 1.87 January 16, 2022 Expired during quarter 4, 2020 (16,842 ) 1.66 1.30 January 21, 2022 Outstanding, December 31, 2020 2,546,065 9.50 7.46 Granted during quarter 3, 2021 3,263,997 7.48 6.00 July 12, 2024 Granted during quarter 3, 2021 93,938 4.98 3.99 July 28, 2024 Exercised during quarter 3, 2021 (39,800 ) 7.48 6.00 July 12, 2024 Exercised during quarter 4, 2021 (93,938 ) 4.98 3.99 July 28, 2024 Outstanding, December 31, 2021 5,770,262 7.49 5.91 * reflects the 1:4.75 reverse stock split ** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated. ** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
SUMMARY OF INCOME TAX PROVISION	For the year ended December 31, 2021 and 2020, loss before income tax provision consisted of the following: SUMMARY OF INCOME TAX PROVISION December 31, 2021 December 31, 2020 Domestic operations - Canada $ (6,202,837 ) $ (2,732,888 ) Foreign operations - United States (440,279 ) (488,638 ) Total loss before taxes $ (6,643,116 ) $ (3,221,526 )
SCHEDULE OF COMPONENTS OF INCOME TAX	Income tax expense (benefit) consists of the following for the years ended December 31, 2021 and December 31, 2020: SCHEDULE OF COMPONENTS OF INCOME TAX December 31, 2021 December 31, 2020 Loss before taxes $ (6,643,116 ) $ (3,221,526 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (1,793,641 ) $ (869,812 ) Change in fair value of warrants (321,674 ) - Other permanent differences 93,375 - Stock-based compensation 253,556 154,227 Share issue costs (112,812 ) (45,854 ) Others 18,499 (41,388 ) Total $ (1,862,697 ) $ (720,051 ) Change in valuation Allowance $ 1,862,697 $ 720,051 Total income tax expense (benefit) $ - $ -
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Deferred tax assets: Unused net operating losses carry forward - Canada and United States $ 4,459,457 $ 2,669,781 Unused capital losses carry forward 40,962 - Share issue costs 174,377 142,318 Property and equipment - - Total deferred tax assets $ 4,674,796 $ 2,812,099 Deferred tax asset not recognized - - Net deferred tax assets 4,674,796 2,812,099 Deferred tax liability: Total deferred tax liability - - Valuation Allowance $ (4,674,796 ) $ (2,812,099 ) Net deferred tax assets (liabilities) $ - $ -

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS December 31, 2021 December 31, 2020 Accounting fees (included in professional) $ 3,473 $ 15,225

RESEARCH AND DEVELOPMENT (Table

RESEARCH AND DEVELOPMENT (Tables)	12 Months Ended
	Dec. 31, 2021
Research and Development [Abstract]
SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS	SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS December 31, 2021 December 31, 2020 Architectural fees $ - $ 28,397 Engineering consultants - 16,962 Design and construction 177,407 4,406 Product development 296,931 74,150 Research and development costs $ 474,338 $ 123,915

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE	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 follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE 2022 $ 283,952 2023 $ 289,628 2024 $ 299,563 2025 $ 316,593 2026 $ 316,593 Subsequent years $ 870,631 Total $ 2,376,960

SCHEDULE OF CONSOLIDATED FINANC

SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS (Details)	12 Months Ended
	Dec. 31, 2021
AgriFORCE Growing Systems Ltd. [Member]
Country of Incorporation	Canada
Purpose	Parent Company
Date of Incorporation	Dec. 22, 2017
Canivate Growing Solutions Ltd. [Member]
Country of Incorporation	Canada	[1]
Purpose	Management Company	[1]
Date of Incorporation	May 22, 2018	[1]
Daybreak Ag Systems Ltd. [Member]
Country of Incorporation	Canada
Purpose	Intellectual Property Development
Date of Incorporation	Dec. 4, 2019
AgriFORCE Holdings Inc. [Member]
Country of Incorporation	United States	[2]
Purpose	Intellectual Property	[2]
Date of Incorporation	Aug. 31, 2018	[2]
West Pender Holdings, Inc. [Member]
Country of Incorporation	United States
Purpose	Real Estate Holding and Development Company
Date of Incorporation	Sep. 1, 2018
AgriFORCE Investments Inc.[Member]
Country of Incorporation	United States
Purpose	Holding Company
Date of Incorporation	Apr. 9, 2019
West Pender Management Co. [Member]
Country of Incorporation	United States
Purpose	Management Advisory Services
Date of Incorporation	Jul. 9, 2019
AGI IP Co. [Member]
Country of Incorporation	United States
Purpose	Intellectual Property
Date of Incorporation	Mar. 5, 2020
[1]	Canivate Growing Solutions Ltd. was dissolved during the year ended December 31, 2021.
[2]	AgriFORCE Holdings Inc. was dissolved during the year ended December 31, 2020.

BASIS OF PREPARATION (Details N

BASIS OF PREPARATION (Details Narrative) - USD ($)	Nov. 29, 2020	Nov. 29, 2020	Nov. 29, 2020	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss				$ 6,643,116	$ 3,221,526
Net cash used in operating activities				5,136,947	$ 1,851,711
Working capital				$ 5,800,000
Reverse stock split	1:4.75 reverse stock split	one-for-4.75 reverse stock split	1:4.75 reverse stock split	1:4.75 reverse stock split

SCHEDULE OF ESTIMATED RESIDUAL

SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES (Details)	12 Months Ended
	Dec. 31, 2021
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Cash equivalents	$ 0	$ 0
IPO Warrant [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Warrant liability	$ 1,418,964

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 62,705	$ 49,796
Less: Accumulated depreciation	(21,734)	(21,353)
Property and equipment, net	40,971	28,443
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	22,708	13,473
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 39,997	$ 36,323

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 11,797	$ 9,059

CONSTRUCTION IN PROGRESS (Detai

CONSTRUCTION IN PROGRESS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Construction In Progress
Construction in progress	$ 2,079,914	$ 2,071,093

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses And Deposits
Deposits	$ 32,000	$ 170,000
Legal retainer	33,692	43,038
Prepaid expenses	214,445
Others	28,903
Prepaid Expense and Other Assets	$ 309,040	$ 213,038

PREPAID EXPENSES AND DEPOSITS_2

PREPAID EXPENSES AND DEPOSITS (Details Narrative) - USD ($)	Apr. 06, 2021	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit		$ 32,000	$ 170,000
Purchase of land amount		12,000	170,000
Lease deposit		77,774
Non-recorded asset		$ 50,608
Land Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of land amount	$ 4,400,000
Non-refundable deposit amount	$ 150,000

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Sep. 10, 2021
Finite-Lived Intangible Assets [Line Items]
Accrued Liabilities, Current	$ 500,000
Contingent consideration payable	753,727
Secured debt	500,000
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
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.
Asset Purchase Agreement [Member] | Manna Nutritional Group L L C [Member]
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets		$ 1,477,237

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 414,117	$ 991,565
Accrued expenses	981,027	905,629
Others	137,168	33,794
Accounts Payable and Accrued Liabilities	$ 1,532,312	$ 1,930,988

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable		$ 744,191
Accrued expenses		487,983
Withholding tax payable	89,236
Directors fees payable	39,309	128,448
Unpaid IPO cost		$ 297,437

SENIOR SECURED DEBENTURES (Deta

SENIOR SECURED DEBENTURES (Details Narrative)	Jun. 24, 2021USD ($)$ / sharesshares	Mar. 24, 2021USD ($)	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2020$ / shares
Short-term Debt [Line Items]
Stock Issued During Period, Value, New Issues			$ 13,262,712
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 2.38
Fair Value Adjustment of Warrants			1,191,383
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			203,456
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Share Price [Member]
Short-term Debt [Line Items]
Fair Value Adjustment of Warrants			$ 64,992
Warrants and Rights Outstanding, Measurement Input | $ / shares			$ 2.16
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member]
Short-term Debt [Line Items]
Warrants and Rights Outstanding, Measurement Input			73
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-term Debt [Line Items]
Warrants and Rights Outstanding, Measurement Input			0.94
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Expected Term [Member]
Short-term Debt [Line Items]
Warrants and Rights Outstanding, Term			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) - Alterna Bank [Member] - Loan Agreement [Member]	1 Months Ended		12 Months Ended
	Apr. 30, 2021USD ($)	Apr. 30, 2021CAD ($)	Dec. 31, 2021CAD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2020CAD ($)
Line of Credit Facility [Line Items]
Debt principal amount				$ 31,417	$ 40,000
Debt, maturity date			Dec. 31, 2023
Debt instrument, forgiveness			$ 20,000
Debt instrument, interest rate			5.00%
Debt instrument, description			the extended term i.e. January 31, 2024 to December 31, 2025
Proceeds from loan	$ 15,909	$ 20,000

WARRANTS LIABILITY (Details Nar

WARRANTS LIABILITY (Details Narrative)	12 Months Ended
	Dec. 31, 2021USD ($)shares
Fair value of warrant liability | $	$ 1,191,383
Bridge Warrant [Member]
Fair value of warrant liability | $	$ 203,456
Series A Warrants [Member]
Number of warrant liability | shares	3,088,198
Warrant [Member]
Number of warrant liability | shares	135,999

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares		Dec. 31, 2021$ / sharesshares		Dec. 31, 2020$ / sharesshares
Equity [Abstract]
Number of Options, Beginning balance	1,450,918	[1]	1,450,918	[1]	1,106,711	[1]
Weighted Average Exercise Price, Beginning balance | $ / shares	$ 2.01	[1]			$ 1.35	[1]
Weighted Average Remaining Life, beginning balance	4 years 4 months 17 days		4 years 4 months 17 days		4 years 11 months 23 days
Number of Options, Granted	509,788	[1]	509,788	[1]	387,760	[1]
Weighted Average Exercise Price, Granted | $ / shares	$ 7	[1]			$ 3.73	[1]
Weighted Average Remaining Life, Granted	4 years 5 months 19 days		4 years 5 months 19 days		5 years 5 months 15 days
Number Of Options Forfeited	(28,947)	[1]	(28,947)	[1]	(25,132)	[1]
Weighted Average Exercise Price, Forfeited, Shares | $ / shares	$ 4.75	[1]			$ 1.31	[1]
Number of Options, Cancelled	(94,021)	[1]	(94,021)	[1]	(18,421)	[1]
Weighted Average Exercise Price, Cancelled | $ / shares	$ 6.70	[1]			$ 1.31	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	(1,120,719)	[1]	(1,120,719)	[1]
Weighted Average Exercise Price, Exercised | $ / shares	$ 3.23	[1]
Number of Options, ending balance	717,019	[1]	717,019	[1]	1,450,918	[1]
Weighted Average Remaining Life, ending balance | (per share)	$ 5.84		$ 7.40		$ 2.01	[1]
Weighted Average Remaining Life, ending balance	4 years 5 months 23 days		4 years 5 months 23 days
[1]	reflects the 1:4.75 reverse stock split

SCHEDULE OF STOCK OPTION ACTI_2

SCHEDULE OF STOCK OPTION ACTIVITY (Details) (Parenthetical)	Nov. 29, 2020	Nov. 29, 2020	Nov. 29, 2020	Dec. 31, 2021
Equity [Abstract]
Reverse stock split	1:4.75 reverse stock split	1:4.75 reverse stock split	one-for-4.75 reverse stock split	1:4.75 reverse stock split

SCHEDULE OF OUTSTANDING AND EXE

SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS (Details)		12 Months Ended
		Dec. 31, 2021$ / sharesshares		Dec. 31, 2020$ / sharesshares		Dec. 31, 2021$ / sharesshares		Dec. 31, 2020$ / sharesshares	Dec. 31, 2019$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Number	[1]	717,019		1,450,918		717,019		1,450,918	1,106,711
Outstanding Options, Weighted Average Remaining Life (years)		4 years 4 months 17 days		4 years 11 months 23 days
Outstanding Options, Weighted Average Exercise Price | (per share)		$ 5.84		$ 2.01	[1]	$ 7.40			$ 1.35	[1]
Reverse Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Number		717,019		1,450,918		717,019		1,450,918
Outstanding Options, Weighted Average Remaining Life (years)	[2]	4 years 5 months 23 days
Outstanding Options, Weighted Average Exercise Price | (per share)		$ 5.63		$ 2.01		$ 7.14		$ 2.56
Exercisable Options, Weighted Average Exercise Price | $ / shares	[2]	$ 4.53
Exercisable Options, Number		280,938	[2]	1,161,726		280,938	[2]	1,161,726
Reverse Split [Member] | Stock Option One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Expiry Date		Jan. 31, 2026
Outstanding Options, Number				921				921
Outstanding Options, Weighted Average Remaining Life (years)	[2]	4 years 1 month 2 days
Outstanding Options, Weighted Average Exercise Price | $ / shares	[2]					$ 4.75
Exercisable Options, Weighted Average Exercise Price | $ / shares	[2]	$ 3.75
Exercisable Options, Number	[2]	921				921
Reverse Split [Member] | Stock Option Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Expiry Date		Jun. 30, 2026
Outstanding Options, Number				255,594				255,594
Outstanding Options, Weighted Average Remaining Life (years)	[2]	4 years 6 months
Outstanding Options, Weighted Average Exercise Price | $ / shares						$ 4.75
Exercisable Options, Weighted Average Exercise Price | $ / shares	[2]	$ 3.75
Exercisable Options, Number	[2]	211,993				211,993
Reverse Split [Member] | Stock Option Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Expiry Date		May 31, 2026
Outstanding Options, Number				355,775				355,775
Outstanding Options, Weighted Average Remaining Life (years)	[2]	4 years 5 months 1 day
Outstanding Options, Weighted Average Exercise Price | $ / shares	[2]					$ 8.87
Exercisable Options, Weighted Average Exercise Price | $ / shares	[2]	$ 7
Exercisable Options, Number	[2]	59,296				59,296
Reverse Split [Member] | Stock Option Four [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Expiry Date		Jul. 15, 2026
Outstanding Options, Number				55,445				55,445
Outstanding Options, Weighted Average Remaining Life (years)	[2]	4 years 6 months 14 days
Outstanding Options, Weighted Average Exercise Price | $ / shares	[2]					$ 8.87
Exercisable Options, Weighted Average Exercise Price | $ / shares	[2]	$ 7
Exercisable Options, Number	[2]	4,620				4,620
Reverse Split [Member] | Stock Option Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding Options, Expiry Date		Sep. 30, 2026
Outstanding Options, Number				49,284				49,284
Outstanding Options, Weighted Average Remaining Life (years)	[2]	4 years 9 months
Outstanding Options, Weighted Average Exercise Price | $ / shares	[2]					$ 8.87
Exercisable Options, Weighted Average Exercise Price | $ / shares	[2]	$ 7
Exercisable Options, Number	[2]	4,108				4,108
[1]	reflects the 1:4.75 reverse stock split
[2]	reflects the 1:4.75 reverse stock split

SCHEDULE OF OUTSTANDING AND E_2

SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS (Details) (Parenthetical)	Nov. 29, 2020	Nov. 29, 2020	Nov. 29, 2020	Dec. 31, 2021
Equity [Abstract]
Reverse stock split	1:4.75 reverse stock split	1:4.75 reverse stock split	one-for-4.75 reverse stock split	1:4.75 reverse stock split

SCHEDULE OF WEIGHTED AVERAGE AS

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Expected volatility	80.00%	79.60%
Expected Term (in years)	3 years 3 months 21 days	3 years 5 months 8 days
Risk-free interest rate	0.92%		0.45%
Fair value of options	$ 2.59	$ 1.90

SCHEDULE OF OUTSTANDING WARRANT

SCHEDULE OF OUTSTANDING WARRANTS (Details)		12 Months Ended
		Dec. 31, 2021$ / sharesshares	Dec. 31, 2021$ / sharesshares	Dec. 31, 2020$ / sharesshares	Dec. 31, 2020$ / sharesshares
Number of warrants, beginning balance	[1]	2,546,065	2,546,065	3,398,996	3,398,996
Weighted average exercise price, beginning balance | (per share)	[1]	$ 7.46	$ 9.50	$ 6.05	$ 7.70
Number of warrants, Exercised				(365,113)	(365,113)
Number of warrants, ending balance	[1]	5,770,262	5,770,262	2,546,065	2,546,065
Weighted average exercise price, ending balance | (per share)	[1]	$ 5.91	$ 7.49	$ 7.46	$ 9.50
Exercised During Quarter Four Two Thousand Twenty [Member]
Number of warrants, Exercised	[1]			(365,112)	(365,112)
Weighted average exercise price, Exercised | (per share)	[1]			$ 1.87	$ 2.38
Expiry Date	[2]			Dec. 21, 2021	Dec. 21, 2021
Expired During Quarter Four Two Thousand Twenty 2020 [Member]
Expiry Date	[2]			Oct. 15, 2021	Oct. 15, 2021
Number of warrants, Expired	[1]			(63,157)	(63,157)
Weighted average exercise price, Expired | (per share)	[1]			$ 1.87	$ 2.38
Expired During Quarter Four Two Thousand Twenty 2020 One [Member]
Expiry Date	[2]			Dec. 21, 2021	Dec. 21, 2021
Number of warrants, Expired	[1]			(163,610)	(163,610)
Weighted average exercise price, Expired | (per share)	[1]			$ 1.87	$ 2.38
Expired During Quarter Four Two Thousand Twenty 2020 Two [Member]
Expiry Date	[2]			Dec. 31, 2021	Dec. 31, 2021
Number of warrants, Expired	[1]			(33,684)	(33,684)
Weighted average exercise price, Expired | (per share)	[1]			$ 1.30	$ 1.66
Expired During Quarter Four Two Thousand Twenty 2020 Three [Member]
Expiry Date	[2]			Jan. 16, 2022	Jan. 16, 2022
Number of warrants, Expired	[1]			(210,526)	(210,526)
Weighted average exercise price, Expired | (per share)	[1]			$ 1.87	$ 2.38
Expired During Quarter Four Two Thousand Twenty 2020 Four [Member]
Expiry Date	[2]			Jan. 21, 2022	Jan. 21, 2022
Number of warrants, Expired	[1]			(16,842)	(16,842)
Weighted average exercise price, Expired | (per share)	[1]			$ 1.30	$ 1.66
Exercised During Quarter Three Two Thousand Twenty One [Member]
Number of warrants, Exercised	[1]	(39,800)	(39,800)
Weighted average exercise price, Exercised | (per share)	[1]	$ 6	$ 7.48
Expiry Date	[2]	Jul. 12, 2024	Jul. 12, 2024
Number of warrants, Granted	[1]	3,263,997	3,263,997
Weighted average exercise price, Granted | (per share)	[1]	$ 6	$ 7.48
Exercised During Quarter Three Two Thousand Twenty One [Member] | One [Member]
Expiry Date	[2]	Jul. 28, 2024	Jul. 28, 2024
Number of warrants, Granted	[1]	93,938	93,938
Weighted average exercise price, Granted | (per share)	[1]	$ 3.99	$ 4.98
Exercised During Quarter Four Two Thousand Twenty One [Member]
Number of warrants, Exercised	[1]	(93,938)	(93,938)
Weighted average exercise price, Exercised | (per share)	[1]	$ 3.99	$ 4.98
Expiry Date	[2]	Jul. 28, 2024	Jul. 28, 2024
[1]	reflects the 1:4.75 reverse stock split
[2]	pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated.

SCHEDULE OF OUTSTANDING WARRA_2

SCHEDULE OF OUTSTANDING WARRANTS (Details) (Parenthetical)	Nov. 29, 2020	Nov. 29, 2020	Nov. 29, 2020	Dec. 31, 2021
Equity [Abstract]
Reverse stock split	1:4.75 reverse stock split	1:4.75 reverse stock split	one-for-4.75 reverse stock split	1:4.75 reverse stock split

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative)		Dec. 31, 2021USD ($)$ / sharesshares		Nov. 27, 2021$ / sharesshares	Oct. 27, 2021shares	Oct. 01, 2021shares	Sep. 02, 2021shares	Jul. 28, 2021$ / sharesshares	Jul. 15, 2021$ / sharesshares	Jul. 13, 2021shares	Jul. 12, 2021USD ($)$ / sharesshares	Jun. 24, 2021shares	May 28, 2021shares	May 27, 2021shares	May 10, 2021shares	Mar. 29, 2021USD ($)	Nov. 10, 2020$ / sharesshares	Nov. 02, 2020$ / sharesshares	May 10, 2020$ / sharesshares	May 02, 2020$ / sharesshares	May 28, 2019	Mar. 31, 2021shares	Dec. 31, 2022	Dec. 31, 2021USD ($)$ / sharesshares		Dec. 31, 2020USD ($)$ / sharesshares		Dec. 31, 2021$ / shares	Nov. 27, 2021$ / shares	Dec. 31, 2020$ / shares	Nov. 10, 2020$ / shares	Nov. 02, 2020$ / shares	May 10, 2020$ / shares	May 02, 2020$ / shares	Dec. 31, 2019$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Strike price per share | $ / shares								$ 3.99
Exercise of warrants																										365,113
Exercise price of warrants | $ / shares																														$ 2.38
Shares issued to consultant for services						3,188								7,237
Stock Issued During Period, Value, Issued for Services | $																								$ 380,073		$ 438,076
Stock dividend shares															48,791
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	[1]																							1,120,719
Proceeds from issuance of public offering | $																								$ 15,639,990
Underwriting discounts and commissions | $											$ 1,251,199
Stock Term								3 years
Share-based compensation expense | $																								$ 796,141		$ 571,210
Number of options	[1]	717,019																						717,019		1,450,918									1,106,711
Weighted average exercise price | (per share)		$ 5.84																						$ 5.84		$ 2.01	[1]	$ 7.40							$ 1.35	[1]
Unrecognized compensation cost | $		$ 634,626																						$ 634,626		$ 275,150
Recognized over a period																							3 years			2 years
Stock Option Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Increase the number of authorized shares percentage																					15.00%
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares sold											3,127,998
Public offering price per share | $ / shares											$ 5
Gross proceeds for sale of shares | $											$ 15,639,990
Proceeds from issuance of public offering | $											$ 14,388,791
Share-based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise of warrants					93,938
Exercise price of warrants | (per share)				$ 1.30																									$ 1.66
Number of stock issued during period				7,018	36,275									820,029
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				7,018										1,113,701
Third Party [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Issued for Services | $																$ 179,700
Reverse Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase common share																										1,734,285
Exercise price of warrants | $ / shares																														0.50
Number of options		717,019																						717,019		1,450,918
Weighted average exercise price | (per share)		$ 5.63																						$ 5.63		$ 2.01		$ 7.14		$ 2.56
Stock option exercisable		280,938	[2]																					280,938	[2]	1,161,726
Preferred Shares Holder [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock dividend shares															86,739
Preferred Shares Holder [Member] | Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Strike price per share | $ / shares																				$ 0.71
Preferred Shares Holder [Member] | Series A Preferred Stock [Member] | IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock dividend issued										53,474
Preferred Shares Holder [Member] | Series A Preferred Stock [Member] | Reverse Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock dividend issued																	231,758	412,008	231,758	412,008
Strike price per share | (per share)																	$ 0.77	$ 0.75	$ 0.72												$ 1	$ 1	$ 1	$ 1
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to consultant for services																										100,237
Number of stock issued during period										15,000
Consultants [Member] | Reverse Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to consultant for services																										476,126
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of compensation of shares													98,356
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common shares issued fpr debt												10,000
IPO [Member] | Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of preferred shares into common shares																								2,258,826
Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock issued during period							19,992
Officers and Executives [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of compensation of shares						36,379
Officers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock issued during period		35,979
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to consultant for services																						30,000		76,364	[3]	100,237	[3]
Stock Issued During Period, Value, Issued for Services | $																								$ 381,663		$ 355,654
Number of stock issued during period									39,800															3,127,998	[3]
Common Stock [Member] | Preferred Shares Holder [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock dividend issued																	48,791	86,739	48,791	86,739
Strike price per share | (per share)																	$ 3.66	$ 3.56	$ 3.42	$ 3.37											$ 4.75	$ 4.75	$ 4.75	$ 4.75
Series A Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise of warrants									39,800
Exercise price of warrants | $ / shares									$ 6
Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants, granted								93,938
[1]	reflects the 1:4.75 reverse stock split
[2]	reflects the 1:4.75 reverse stock split
[3]	reflects the 1:4.75 reverse stock split

SUMMARY OF INCOME TAX PROVISION

SUMMARY OF INCOME TAX PROVISION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic operations - Canada	$ (6,202,837)	$ (2,732,888)
Foreign operations - United States	(440,279)	(488,638)
Total loss before taxes	$ (6,643,116)	$ (3,221,526)

SCHEDULE OF COMPONENTS OF INCOM

SCHEDULE OF COMPONENTS OF INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Loss before taxes	$ (6,643,116)	$ (3,221,526)
Statutory tax rate	27.00%	27.00%
Income taxes at the statutory rate	$ (1,793,641)	$ (869,812)
[custom:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtChangeInFairValueofWarrants]	(321,674)
Permanent differences	93,375
Stock-based compensation	253,556	154,227
Share issue costs	(112,812)	(45,854)
Others	18,499	(41,388)
Total	(1,862,697)	(720,051)
Change in valuation Allowance	1,862,697	720,051
Total income tax expense (benefit)

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unused tax losses carry forward - Canada and United States	$ 4,459,457
Unused tax losses carry forward - Canada and United States		$ 2,669,781
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	40,962
Share issue costs - Canada	174,377	142,318
Property and equipment - Canada
Total deferred tax assets	4,674,796	2,812,099
Deferred tax asset not recognized
Net deferred tax assets	4,674,796	2,812,099
Total deferred tax liability
Valuation Allowance	(4,674,796)	(2,812,099)
Net deferred tax assets (liabilities)

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Tax Credit Carryforward [Line Items]
Federal and provincial tax	27.00%	27.00%
UNITED STATES
Tax Credit Carryforward [Line Items]
Capital losses	$ 0.9	$ 0.6
Non Capital Losses Carryforward [Member]
Tax Credit Carryforward [Line Items]
Income tax expire description	expire between 2039 and 2041
Non Capital Losses Carryforward [Member] | CANADA
Tax Credit Carryforward [Line Items]
Capital losses	$ 15.7	9.3
Capital Loss Carryforward [Member]
Tax Credit Carryforward [Line Items]
Income tax expire description	expires after 5 years and can be used to offset future taxable capital gains in the United States
Capital Loss Carryforward [Member] | UNITED STATES
Tax Credit Carryforward [Line Items]
Capital losses	$ 0.2	$ 0

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Accounting fees (included in professional)	$ 3,473	$ 15,225

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	1 Months Ended	12 Months Ended
	May 31, 2019CAD ($)	Dec. 31, 2021USD ($)shares	Dec. 31, 2020USD ($)
Consulting fee		$ 882,146	$ 445,158
Investor relations service	$ 10,000
David Welch [Member]
Legal expense		$ 66,246	38,395
Shares issued for cash, shares | shares		13,158
David Welch [Member] | Reverse Split [Member]
Shares issued for cash, shares | shares		62,500
Don Nicholson [Member]
Consulting fee			8,862
Accounts Payable and Accrued Liabilities [Member]
Due to related parties		$ 47,461	$ 3,223

SCHEDULE OF RESEARCH AND DEVELO

SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Research and Development [Abstract]
Architectural fees		$ 28,397
Engineering consultants		16,962
Design and construction	177,407	4,406
Product development	296,931	74,150
Research and development costs	$ 474,338	$ 123,915

RESEARCH AND DEVELOPMENT (Detai

RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Research and Development [Abstract]
Research and development costs	$ 474,338	$ 123,915
Tax incentive income		$ 106,195

SCHEDULE OF FUTURE PAYMENTS UND

SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details)	Dec. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 283,952
2023	289,628
2024	299,563
2025	316,593
2026	316,593
Subsequent years	870,631
Total	$ 2,376,960

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Oct. 01, 2021	May 27, 2021	May 15, 2019	Dec. 31, 2018	Dec. 31, 2021	Dec. 31, 2020
Shares issued for services	3,188	7,237
Accrued expense payable					$ 981,027	$ 905,629
HydroHaus Horticulture Inc [Member] | Licensing Agreement [Member]
Loss contingency			$ 130,000
Accrued expense payable			$ 100,000
Common Class A [Member] | Consulting Services [Member]
Shares issued for services				500,000
Reverse Split [Member] | Common Class A [Member] | Consulting Services [Member]
Shares issued for services				105,263
Technology and Attendant Intellectua lProperty Rights [Member] | Common Class A [Member]
Shares issued as consideration for purchase of asset				25,000,000
Technology and Attendant Intellectua lProperty Rights [Member] | Reverse Split [Member] | Common Class A [Member]
Shares issued as consideration for purchase of asset				5,263,158

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) $ in Millions	Feb. 10, 2022USD ($)
Subsequent Event [Member] | Delphy Groep BV [Member]
Subsequent Event [Line Items]
Stock issued during period value acquisitions	$ 26