AgriFORCE Growing Systems (AGRI) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40578
Entity Registrant Name	AGRIFORCE GROWING SYSTEMS LTD.
Entity Central Index Key	0001826397
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	300 – 2233 Columbia Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5Y 0M6
City Area Code	(604)
Local Phone Number	757-0952
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,555,118
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	AGRI
Security Exchange Name	NASDAQ
Series A Warrants
Title of 12(b) Security	Series A Warrants
Trading Symbol	AGRIW
Security Exchange Name	NASDAQ

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current
Cash and cash equivalents	$ 1,996,910	$ 7,775,290
Other receivable (Note 6)	11,957,342	32,326
Prepaid expenses and other current assets (Note 3)	111,802	309,040
Total current assets	14,066,054	8,116,656
Non-current
Property and equipment, net	122,666	40,971
Intangible asset (Note 4)	9,187,862	1,477,237
Operating lease right-of-use asset (Note 10)	1,711,179
Lease deposit, non-current		50,608
Construction in progress	2,096,341	2,079,914
Total assets	27,184,102	11,765,386
Current
Accounts payable and accrued liabilities (Note 5)	2,305,851	1,532,312
Contingent consideration payable	741,561	753,727
Debentures (Note 6)	3,697,613
Lease liability – current (Note 10)	258,997
Total current liabilities	7,004,022	2,286,039
Non-current
Deferred rent		12,954
Lease liability – non-current (Note 10)	1,399,476
Derivative liabilities (Note 6 and 8)	8,590,779	1,418,964
Long term loan (Note 7)	46,562	47,326
Total liabilities	17,040,839	3,765,283
Commitments and contingencies (Note 11)
Shareholders’ equity
Common shares, no par value per share – unlimited shares authorized; 15,514,629 and 15,176,698 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	26,710,990	25,637,543
Additional paid-in-capital	10,123,315	2,203,343
Obligation to issue shares		93,295
Accumulated deficit	(26,624,863)	(19,900,992)
Accumulated other comprehensive income	(66,179)	(33,086)
Total shareholders’ equity	10,143,263	8,000,103
Total liabilities and shareholders’ equity	$ 27,184,102	$ 11,765,386

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	15,514,629	15,176,698
Common stock, shares outstanding	15,514,629	15,176,698

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
OPERATING EXPENSES
Wages and salaries	$ 1,359,503	$ 169,300	$ 2,148,144	$ 338,965
Consulting	1,145,323	181,651	1,508,418	491,596
Professional fees	780,331	108,343	881,400	253,251
Office and administrative	317,152	51,288	630,890	112,275
Investor and public relations	261,435	88,249	606,924	165,086
Research and development	30,329	31,277	426,856	61,260
Share based compensation	56,390	65,559	214,372	155,801
Lease expense	78,498	5,092	159,435	7,286
Travel and entertainment	89,694	10,231	158,821	11,306
Shareholder and regulatory	37,684	1,037	146,663	3,345
Sales and marketing	59,757		90,382
Depreciation	5,465	2,728	8,992	5,323
Operating loss	(4,221,561)	(714,755)	(6,981,297)	(1,605,494)
OTHER EXPENSES
Foreign exchange loss (gain)	(103,472)	5,609	(38,964)	(524)
Change in fair value of warrants	(675,504)		(218,462)
Accretion of interest on senior secured debentures		427,360		427,360
Loss on extension of debt term		59,259		59,259
Net loss	(3,442,585)	(1,206,983)	(6,723,871)	(2,091,589)
Dividend paid to preferred shareholders		532,258		532,258
Net loss attributable to common shareholders	(3,442,585)	(1,739,241)	(6,723,871)	(2,623,847)
Other comprehensive income (loss)
Foreign currency translation	(21,192)	(5,285)	(33,093)	7,749
Comprehensive loss attributable to common shareholders	$ (3,463,777)	$ (1,744,526)	$ (6,756,964)	$ (2,616,098)
Basic and diluted net loss attributed to common share	$ (0.21)	$ (0.20)	$ (0.43)	$ (0.30)
Weighted average number of common shares outstanding – basic and diluted	16,518,480	8,892,989	15,872,349	8,668,881

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - 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, value at Dec. 31, 2020	$ 5,696,050	$ 6,717,873	$ 1,297,566	$ 94,885	$ (12,521,944)	$ 119,054	$ 1,403,484
Beginning balance, shares at Dec. 31, 2020	8,441,617	2,258,826
Shares issued for consulting services	$ 220,509						220,509
Shares issued for consulting services, shares	37,237
Share based compensation			155,801				155,801
Net loss					(2,091,589)		(2,091,589)
Foreign currency translation						7,749	7,749
Shares issued for cashless exercise of options
Shares issued for cashless exercise of options, shares	820,029
Shares issued for compensation	$ 514,066						514,066
Shares issued for compensation, shares	98,356
Shares issued for debt term extension	$ 60,000						60,000
Shares issued for debt term extension, shares	10,000
Shares issued for dividend on Preferred Shares	$ 532,258				(532,258)
Shares issued for dividend on Preferred Shares	135,530
Ending balance, value at Jun. 30, 2021	$ 7,022,883	$ 6,717,873	1,453,367	94,885	(15,145,791)	126,803	270,020
Ending balance, shares at Jun. 30, 2021	9,542,769	2,258,826
Beginning balance, value at Mar. 31, 2021	$ 5,875,750	$ 6,717,873	1,387,808	103,512	(13,406,550)	132,088	810,481
Beginning balance, shares at Mar. 31, 2021	8,471,617	2,258,826
Shares issued for consulting services	$ 40,809			(8,627)			32,182
Shares issued for consulting services, shares	7,237
Share based compensation			65,559				65,559
Net loss					(1,206,983)		(1,206,983)
Foreign currency translation						(5,285)	(5,285)
Shares issued for cashless exercise of options
Shares issued for cashless exercise of options, shares	820,029
Shares issued for compensation	$ 514,066						514,066
Shares issued for compensation, shares	98,356
Shares issued for debt term extension	$ 60,000						60,000
Shares issued for debt term extension, shares	10,000
Shares issued for dividend on Preferred Shares	$ 532,258				(532,258)
Shares issued for dividend on Preferred Shares	135,530
Ending balance, value at Jun. 30, 2021	$ 7,022,883	$ 6,717,873	1,453,367	94,885	(15,145,791)	126,803	270,020
Ending balance, shares at Jun. 30, 2021	9,542,769	2,258,826
Beginning balance, value at Dec. 31, 2021	$ 25,637,543		2,203,343	93,295	(19,900,992)	(33,086)	8,000,103
Beginning balance, shares at Dec. 31, 2021	15,176,698
Shares issued for consulting services	$ 741,957			(93,295)			648,662
Shares issued for consulting services, shares	229,767
Shares issued for compensation and bonus	$ 331,490						331,490
Shares issued for compensation and bonus, shares	108,164
Share based compensation			214,372				214,372
Prefunded warrants issued			7,705,600				7,705,600
Net loss					(6,723,871)		(6,723,871)
Foreign currency translation						(33,093)	(33,093)
Ending balance, value at Jun. 30, 2022	$ 26,710,990		10,123,315		(26,624,863)	(66,179)	10,143,263
Ending balance, shares at Jun. 30, 2022	15,514,629
Beginning balance, value at Mar. 31, 2022	$ 25,822,735		2,361,325	93,295	(23,182,278)	(44,987)	5,050,090
Beginning balance, shares at Mar. 31, 2022	15,247,012
Shares issued for consulting services	$ 653,886			(93,295)			560,591
Shares issued for consulting services, shares	188,770
Shares issued for compensation and bonus	$ 234,369						234,369
Shares issued for compensation and bonus, shares	78,847
Share based compensation			56,390				56,390
Prefunded warrants issued			7,705,600				7,705,600
Net loss					(3,442,585)		(3,442,585)
Foreign currency translation						(21,192)	(21,192)
Ending balance, value at Jun. 30, 2022	$ 26,710,990		$ 10,123,315		$ (26,624,863)	$ (66,179)	$ 10,143,263
Ending balance, shares at Jun. 30, 2022	15,514,629

Condensed Consolidated Interi_5

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (3,442,585)	$ (1,206,983)	$ (6,723,871)	$ (2,091,589)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	5,465	2,728	8,992	5,323
Share based compensation	56,390	65,559	214,372	155,801
Shares issued for consulting services			648,662	220,509
Shares issued for debt term extension				60,000
Accretion of interest on senior secured debentures		427,360		427,360
Loss on extension of debt term				59,259
Shares issued for compensation and bonuses			331,490
Change in fair value of warrants	(675,504)		(218,462)
Amortization of right-of-use asset			103,074
Changes in operating assets and liabilities:
Other receivables			(15,016)	(538)
Prepaid expenses and other current assets			232,238	(16,793)
Accounts payable and accrued liabilities			478,645	380,986
Lease liabilities			(118,126)
Net cash used in operating activities			(5,058,002)	(799,682)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment and leasehold improvements			(92,479)	(2,190)
Payment against acquisition of intangibles			(500,000)
Construction in progress			(50,000)
Net cash used in investing activities			(642,479)	(2,190)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of senior secured debentures				600,000
Financing costs of debentures			(35,000)	(69,000)
Proceeds from long-term loan				15,932
Payment of IPO costs				(173,541)
Net cash used in financing activities			(35,000)	373,391
Effect of exchange rate changes on cash and cash equivalent			(42,899)	(67,878)
Change in cash			(5,778,380)	(496,359)
Cash, beginning of period			7,775,290	653,410	$ 653,410
Cash, end of period	$ 1,996,910	$ 157,051	1,996,910	157,051	$ 7,775,290
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 shares in connection with extension of senior secured debentures				60,000
Fair value of debenture warrants			4,080,958
Fair value of conversion feature of debentures			3,336,535
Debt receivable			11,910,000
Prefunded warrants issued related to intangible assets			7,705,600
Unpaid financing cost			1,600,312
Preferred stock dividend paid in common shares				532,258
Unpaid amount related to construction in progress included in accounts payable				744,191
Initial operating lease liability recognized under Topic 842			1,776,599
Initial lease right-of-use asset recognized under Topic 842			1,837,782
Unpaid IPO costs				$ 803,694

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PREPARATION	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PREPARATION	1. NATURE OF OPERATIONS AND BASIS OF PREPARATION Business Overview AgriFORCE Growing Systems Ltd. (the “Company”) 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. At AgriFORCE, our purpose is clear: to positively transform farm, food, and family every day, everywhere. With years of in-depth research and development experience, we are pioneers, ready to deliver integrated, practical, and sustainable solutions that can be applied throughout multiple verticals in AgTech. We drive our business through two operating divisions, AgriFORCE Solutions and AgriFORCE Brands. Our two divisions—AgriFORCE Solutions and AgriFORCE Brands—work in partnership to address some of the existential challenges being faced by the world today—climate change, extreme weather, food security and sovereignty, the environmental impact of industrial and commercial farming—working towards providing better tasting, more nutritious plant-based foods and other products to consumers on a global level. Basis of Presentation The accompanying Unaudited Condensed Consolidated Interim Financial Statements (the “interim financial statements”) and related financial information of AgriFORCE Growing Systems Ltd. should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2021 and 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2022. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying interim financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of June 30, 2022 and December 31, 2021, and the results of its operations during the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022 and 2021. Such adjustments are of a normal and recurring nature. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022, or for any future period. Liquidity and Management’s Plan 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 interim financial statements for the six months ended June 30, 2022, the Company had a net loss of $ 6.7 $5.1 7.1 The accompanying interim 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 interim 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 interim 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. 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 interim financial statements.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements 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, 2023 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 condensed consolidated 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 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. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Fair Value of Financial Instruments The fair value of the Company’s other receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. The Company issued warrants having a strike price denominated in U.S. dollars, which creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency, Canadian dollars, and renders the warrants not indexed to the Company’s stock. The Series A warrants, representative warrants issued as part of the IPO, and convertible debt warrants are thus classified as derivative liabilities and are measured at fair value. The convertible debentures also have a conversion feature whereby the debt holders can convert their outstanding debentures into common shares of the Company. The conversion price has a strike price denominated in U.S. dollars and accordingly, the conversion feature is classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants are 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.

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	6 Months Ended
	Jun. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	3. PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2022 December 31, 2021 Deposits $ 32,000 $ 32,000 Legal retainer 15,643 33,692 Prepaid expenses 37,440 214,445 Others 26,719 28,903 Total $ 111,802 $ 309,040 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

INTANGIBLE ASSET

INTANGIBLE ASSET	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	4. INTANGIBLE ASSET Intangible asset represents $ 9,187,862 The aggregate purchase price for the Purchased Assets (the “Purchase Price”) is up to $ 14,475,000 (i) Prefunded Warrants (“Closing Prefunded Warrants”), which will be immediately exercisable into common shares of the Company upon each of the vesting events set forth below, equal to the number of shares of Purchaser’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 (a)(i) $3,500,000 divided by (ii) a per share price equal to the average of the volume weighted average price (“VWAP”) of the Purchaser’s common shares for the ten trading days immediately preceding March 10, 2022 (or $1.79 per share) (“Closing Tranche 1”) (issued), and (b)(i) $1,500,000 divided by (ii) a per share price equal to the average of the VWAP of the Purchaser’s common shares for the ten trading days immediately preceding the date on which patent resubmission work for the patents set forth in the Agreement is completed (“Closing Tranche 2”) (ii) $ 1,475,000 (iii) $725,000 in cash payable follows: (a) $225,000 payable on the Effective Date (paid); and (b) $500,000 payable within 120 days after the Effective Date (paid), 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”); and (iv) Prefunded Warrants (“Post-Closing Prefunded Warrants,” and collectively with the Closing Prefunded Warrants, the “Prefunded Warrants”), which will be immediately exercisable into common shares of the Company upon the vesting events set forth below, equal to the number of shares of Purchaser’s common stock (rounded up to the nearest whole number), restricted as to resale under Section 4(a)(2) of the Securities Act, 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 Purchaser’s common shares for the ten trading days immediately before the issuance date of those Post-Closing Prefunded Warrants (or $2.43 per share). $5,000,000 of the Post Closing Prefunded Warrants will be issued to Seller on June 30, 2022 (issued). $3,000,000 of the Post-Closing Prefunded Warrants will be issued to Seller on December 31, 2022. In each case, the Post-Closing Prefunded Warrants will be paid in full upon issuance. If a Patent is issued within 24 months of the Closing Date, and such Patent is transferred to the Purchaser free and clear of all Encumbrances, then the Post-Closing Prefunded Warrants will vest and become exercisable in four equal amounts commencing on the date of issuance of the Patent and then for the three subsequent three-month anniversaries thereof. If a Patent does not issue from the CERES-MNG Patent Application within 24 months from the Closing Date, the Post-Closing Prefunded Warrants will be returned to the Purchaser, and the Purchase Price shall be adjusted downward dollar for dollar. All Post-Closing Prefunded Warrants are subject to Shareholder Approval before vesting can occur 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 $ 725,000 741,561

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	6 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2022 December 31, 2021 Accounts payable $ 1,339,681 $ 414,117 Accrued expenses 760,783 981,027 Others 205,387 137,168 Accounts Payable and Accrued Liabilities $ 2,305,851 $ 1,532,312 Accrued expenses include professional fee payable of $ 437,397 nil 111,140 nil 68,095 39,309 82,086 89,236 62,065 352,482 500,000

DEBENTURES

DEBENTURES	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
DEBENTURES	6. 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 As part of the Bridge Loan, the debenture holder was issued warrants (the “Bridge Warrants”) to purchase 93,938 3.99 three years On June 30, 2022, the Company executed the definitive agreement with arm’s length accredited institutional investors (the “Investors”) for a $ 14,025,000 10 12,750,000 5 6 8 th 8 2.22 5,000,000 33,000,000 4,106,418 2.442 December 31, 2025 1,634,894 The debenture proceeds were receivable and outstanding as of June 30, 2022 and have been included in other receivables. The cash proceeds were received on July 7, 2022. The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate June 30, 2022 Debentures (gross) 12/31/2024 5.00% 8.00 % $ 14,025,000 Debt issuance costs and debt discounts (10,327,387 ) Total debentures (current) $ 3,697,613

LONG TERM LOAN

LONG TERM LOAN	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
LONG TERM LOAN	7. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 31,417 40,000 The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. The existing terms of CEBA loans require that the outstanding balance (other than the amount available to be forgiven) be repaid on or before December 31, 2022, to be eligible for partial loan forgiveness. The Government of Canada has recently announced the December 31, 2022 forgiveness repayment date will be extended to December 31, 2023 for eligible CEBA loan holders in good standing. The loan is interest free for an initial term that ends on December 31, 2023 33 20,000 5 January 1, 2024 to December 31, 2025 (previously January 1, 2023 to December 31, 2024) In April 2021, the Company applied for additional loan with Alterna Bank under the Program and received $ 15,145 20,000

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2022
Derivative Liabilities
DERIVATIVE LIABILITIES	8. DERIVATIVE LIABILITIES Warrant Liabilities As of June 30, 2022, the warrant liabilities represent aggregate fair value of publicly traded 3,088,198 135,999 4,106,418 1,173,286 1,418,964 4,080,958 nil 2.31 ni 58.31 3.14 3.5 The representative’s warrants are exercisable one year from the effective date of the registration statement for the IPO and will expire three years after the effective date. The exercise price of the representative’s warrant is $ 6 The fair value change on the warrant liability amounted to $ 218,462 Debenture Convertible Feature On June 30, 2022, the Company issued Debentures with an equity conversion feature, see note 6. The fair value of the Debentures’ convertible features were $ 3,336,535 2.31 nil 101 3.14 1

SHARE CAPITAL

SHARE CAPITAL	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
SHARE CAPITAL	9. SHARE CAPITAL On January 1, 2022, the Company issued 3,217 On January 1, 2022, the Company issued to a consultant a total of 10,000 On January 1, 2022, the Company issued to a consultant a total of 25,000 On January 31, 2022, the Company issued 5,160 On February 28, 2022, the Company issued to a consultant a total of 3,380 On March 31, 2022, the Company issued to a consultant a total of 2,617 On March 31, 2022, the Company issued 20,940 On April 1, 2022, the Company issued to a consultant a total of 25,000 On April 1, 2022, the Company issued to a consultant a total of 4,281 On April 4, 2022, the Company issued to consultants a total of 77,172 On April 12, 2022, the Company issued 35,952 On April 30, 2022, the Company issued to a consultant a total of 2,442 On May 18, 2022, the Company issued to consultants a total of 77,172 On May 30, 2022, the Company issued 10,000 On May 31, 2022, the Company issued to a consultant a total of 537 On June 30, 2022, the Company issued to a consultant a total of 2,166 On June 30, 2022, the Company issued 32,895

LEASES

LEASES	6 Months Ended
	Jun. 30, 2022
Leases
LEASES	10. LEASES Upon adoption of Topic 842 effective January 1, 2022, the Company recognized operating lease liabilities of $ 1,776,599 1,837,782 The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Six months ended June 30, 2022 Operating lease cost $ 152,072 Short-term lease cost 7,363 Total lease expenses $ 159,435 The Company has an operating lease for its office lease in Canada with a remaining lease term of 7 7.0

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Lease commitment The Company entered 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 Remaining 2022 $ 140,382 2023 284,953 2024 294,727 2025 311,483 2026 311,483 Subsequent years 856,578 Total minimum lease payments 2,199,606 Less: imputed interest (541,133 ) Total lease liability 1,658,473 Current portion of lease liability (258,997 ) Non-current portion of lease liability $ 1,399,476 Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2022: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING 2022 $ 2022 2022 $ 2,244,000 2023 6,732,000 2024 5,049,000 Long Term Debt $ 14,025,000 Contingencies Litigation During the six months ended June 30, 2022 and the year ended December 31, 2021, 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 An additional 105,263 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 (the “Plaintiffs”) 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. The Plaintiffs are also seeking an order that the Hydrohaus IP (allegedly comprising certain cladding materials and methods of insulating greenhouses, regulating humidity, moving growing plants, and managing the movement of air, and any derivative works), and an associated patent application, be transferred to them. The Plaintiffs are also seeking an order prohibiting the Company from using the words, “Canivate”, “the Canivate Way”, “HydroFilm”, “Hydrohouse” and “Hydrohaus”. On May 24, 2019, the Company filed a response to the claim, denying the allegations in the claim, raising 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 AgriFORCE Growing Systems Ltd. (formerly “Canivate Growing Solutions Ltd.”) in preferring the interests of Hydrohaus over those of the Company. The counterclaim seeks a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs as well as general, special, aggravated and punitive damages, an accounting for profits, and legal costs. During the six months ended June 30, 2022 and the year ended December 31, 2021, there has been no further activity in the lawsuit. Based on Company’s litigation counsel’s opinion, management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS The Company evaluated subsequent events through August 15, 2022, the date on which these interim financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the interim financial statements as of and subsequent to June 30, 2022, but were not recognized in the interim financial statements. Except as disclosed below, there were no events that required recognition, adjustment to or disclosure in the financial statements. On July 1, 2022, the Company issued to an employee a total of 17,707 On July 1, 2022, the Company issued to a consultant a total of 25,000 On July 5, 2022, the Company issued to an officer a total of 14,657

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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, 2023 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 condensed consolidated 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 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.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s other receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. The Company issued warrants having a strike price denominated in U.S. dollars, which creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency, Canadian dollars, and renders the warrants not indexed to the Company’s stock. The Series A warrants, representative warrants issued as part of the IPO, and convertible debt warrants are thus classified as derivative liabilities and are measured at fair value. The convertible debentures also have a conversion feature whereby the debt holders can convert their outstanding debentures into common shares of the Company. The conversion price has a strike price denominated in U.S. dollars and accordingly, the conversion feature is classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants are 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.

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	6 Months Ended
	Jun. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2022 December 31, 2021 Deposits $ 32,000 $ 32,000 Legal retainer 15,643 33,692 Prepaid expenses 37,440 214,445 Others 26,719 28,903 Total $ 111,802 $ 309,040

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2022 December 31, 2021 Accounts payable $ 1,339,681 $ 414,117 Accrued expenses 760,783 981,027 Others 205,387 137,168 Accounts Payable and Accrued Liabilities $ 2,305,851 $ 1,532,312

DEBENTURES (Tables)

DEBENTURES (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING DEBENTURES	The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate June 30, 2022 Debentures (gross) 12/31/2024 5.00% 8.00 % $ 14,025,000 Debt issuance costs and debt discounts (10,327,387 ) Total debentures (current) $ 3,697,613

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2022
Leases
SCHEDULE OF LEASE EXPENSES	The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Six months ended June 30, 2022 Operating lease cost $ 152,072 Short-term lease cost 7,363 Total lease expenses $ 159,435

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE	The Company entered 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 Remaining 2022 $ 140,382 2023 284,953 2024 294,727 2025 311,483 2026 311,483 Subsequent years 856,578 Total minimum lease payments 2,199,606 Less: imputed interest (541,133 ) Total lease liability 1,658,473 Current portion of lease liability (258,997 ) Non-current portion of lease liability $ 1,399,476
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING	The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2022: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING 2022 $ 2022 2022 $ 2,244,000 2023 6,732,000 2024 5,049,000 Long Term Debt $ 14,025,000

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 6,700,000
Net cash used in operating activities	5,058,002	$ 799,682
Working captial	$ 7,100,000

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deposits	$ 32,000	$ 32,000
Legal retainer	15,643	33,692
Prepaid expenses	37,440	214,445
Others	26,719	28,903
Total	$ 111,802	$ 309,040

PREPAID EXPENSES AND OTHER CU_3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)	Apr. 06, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit assets		$ 32,000	$ 32,000
Land Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit assets				$ 170,000
Payments to acquire land	$ 4,400,000
Non-refundable escrow deposit			$ 150,000

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Sep. 10, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 9,187,862	$ 1,477,237
Purchase price of purchased asset	725,000
Contingent consideration payable	$ 741,561
Closing Prefunded Warrants [Member]
Finite-Lived Intangible Assets [Line Items]
Prefunded warrant, description	(a)(i) $3,500,000 divided by (ii) a per share price equal to the average of the volume weighted average price (“VWAP”) of the Purchaser’s common shares for the ten trading days immediately preceding March 10, 2022 (or $1.79 per share) (“Closing Tranche 1”) (issued), and (b)(i) $1,500,000 divided by (ii) a per share price equal to the average of the VWAP of the Purchaser’s common shares for the ten trading days immediately preceding the date on which patent resubmission work for the patents set forth in the Agreement is completed (“Closing Tranche 2”)
Post Closing Prefunded Warrants [Member]
Finite-Lived Intangible Assets [Line Items]
Prefunded warrant, description	(i) $8,000,000 divided by (ii) a per share price equal to the VWAP of the Purchaser’s common shares for the ten trading days immediately before the issuance date of those Post-Closing Prefunded Warrants (or $2.43 per share). $5,000,000 of the Post Closing Prefunded Warrants will be issued to Seller on June 30, 2022 (issued). $3,000,000 of the Post-Closing Prefunded Warrants will be issued to Seller on December 31, 2022. In each case, the Post-Closing Prefunded Warrants will be paid in full upon issuance. If a Patent is issued within 24 months of the Closing Date, and such Patent is transferred to the Purchaser free and clear of all Encumbrances, then the Post-Closing Prefunded Warrants will vest and become exercisable in four equal amounts commencing on the date of issuance of the Patent and then for the three subsequent three-month anniversaries thereof. If a Patent does not issue from the CERES-MNG Patent Application within 24 months from the Closing Date, the Post-Closing Prefunded Warrants will be returned to the Purchaser, and the Purchase Price shall be adjusted downward dollar for dollar. All Post-Closing Prefunded Warrants are subject to Shareholder Approval before vesting can occur
Intellectual Property [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase price of purchased asset	$ 14,475,000
Purchase Agreement [Member] | Manna Nutritional Group L L C [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset			$ 9,187,862
Asset Purchase Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Cash	$ 1,475,000
Cash payable for agreement descripition	$725,000 in cash payable follows: (a) $225,000 payable on the Effective Date (paid); and (b) $500,000 payable within 120 days after the Effective Date (paid), 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”); and

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 1,339,681	$ 414,117
Accrued expenses	760,783	981,027
Others	205,387	137,168
Accounts Payable and Accrued Liabilities	$ 2,305,851	$ 1,532,312

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Professional fee payable	$ 437,397
Bonus payable	111,140
Directors fees payable	68,095	39,309
Withholding tax payable	82,086	89,236
Other item aggregating	$ 62,065	352,482
Secured debt of seller		$ 500,000

SCHEDULE OF OUTSTANDING DEBENTU

SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Maturity Date	Dec. 31, 2024
Debentures (gross)	$ 14,025,000
Debt issuance costs and debt discounts	(10,327,387)
Total debentures (current)	$ 3,697,613
Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%

DEBENTURES (Details Narrative)

DEBENTURES (Details Narrative) - USD ($)			6 Months Ended
	Jun. 24, 2021	Mar. 24, 2021	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Debt, maturity date			Dec. 31, 2024
Debentures transaction costs incurred			$ 3,697,613
Investors [Member]
Short-Term Debt [Line Items]
Additional principal amount up to			$ 14,025,000
Investors received warrants			4,106,418
Warrant strike price			$ 2.442
Original issue discount percentage			10%
Gross proceeds of debt			$ 12,750,000
Debt instrument interest rate percentage			8%
Convertible into common shares per share			$ 2.22
Purchase of additional tranches			$ 5,000,000
Debenture warrants expire date			Dec. 31, 2025
Debentures transaction costs incurred			$ 1,634,894
Investors [Member] | First Twelve Months [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage			5%
Investors [Member] | Subsequent Twelve Months [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage			6%
Investors [Member] | Thereafter [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage			8%
Warrant [Member]
Short-Term Debt [Line Items]
Investors received warrants	93,938			135,999
Warrant strike price	$ 3.99		$ 6
Warrants and rights outstanding term	3 years
Accredited Investors [Member] | Senior Secured Debentures [Member]
Short-Term Debt [Line Items]
Stock issued during period, shares	10,000
Stock issued during period, value	$ 60,000
Accredited Investors [Member] | Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Additional principal amount up to		$ 750,000
Subscription amount		$ 600,000
Debt, maturity date		Jun. 24, 2021
Transaction costs		$ 69,000
Additional Tranches [Member] | Investors [Member]
Short-Term Debt [Line Items]
Additional principal amount up to			$ 33,000,000

LONG TERM LOAN (Details Narrati

LONG TERM LOAN (Details Narrative)	1 Months Ended		6 Months Ended
	Apr. 30, 2021 USD ($)	Apr. 30, 2021 CAD ($)	Jun. 30, 2022 CAD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Line of Credit Facility [Line Items]
Debt, maturity date			Dec. 31, 2024
Alterna Bank [Member] | Loan Agreement [Member]
Line of Credit Facility [Line Items]
Debt principal amount				$ 31,417	$ 40,000
Debt, maturity date			Dec. 31, 2023
Debt, forgiveness percentage			33%
Debt instrument, forgiveness			$ 20,000
Debt instrument, interest rate			5%
Debt, maturity date description			January 1, 2024 to December 31, 2025 (previously January 1, 2023 to December 31, 2024)
Proceeds from loan	$ 15,145	$ 20,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2022 shares	Jun. 24, 2021 $ / shares shares
Fair value of warrants	$ (675,504)		$ (218,462)
Fair value of warrants	$ 675,504		218,462
Debenture Warrants [Member]
Fair value of warrants			$ 4,080,958
Stock price | $ / shares	$ 2.31		$ 2.31
Fair value of warrants			$ (4,080,958)
Debenture Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Risk free rate of return
Debenture Warrants [Member] | Measurement Input, Price Volatility [Member]
Risk free rate of return	58.31		58.31
Debenture Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Risk free rate of return	3.14		3.14
Debenture Warrants [Member] | Measurement Input, Expected Term [Member]
Expected term	3 years 6 months		3 years 6 months
Debenture Convertible [Member]
Stock price | $ / shares	$ 2.31		$ 2.31
Fair value of Debentures convertible	$ 3,336,535		$ 3,336,535
Debenture Convertible [Member] | Measurement Input, Expected Dividend Rate [Member]
Risk free rate of return
Debenture Convertible [Member] | Measurement Input, Price Volatility [Member]
Risk free rate of return	101		101
Debenture Convertible [Member] | Measurement Input, Risk Free Interest Rate [Member]
Risk free rate of return	3.14		3.14
Debenture Convertible [Member] | Measurement Input, Expected Term [Member]
Expected term	1 year		1 year
IPO [Member]
Fair value of warrants			$ 1,173,286		1,418,964
Fair value of warrants			$ (1,173,286)		$ (1,418,964)
Series A Warrants [Member]
Number of warrant liability | shares	3,088,198		3,088,198
Warrant [Member]
Number of warrant liability | shares						135,999	93,938
Expected term							3 years
Warrant exercise price | $ / shares	$ 6		$ 6				$ 3.99
Debenture Warrant [Member]
Number of warrant liability | shares	4,106,418		4,106,418

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - shares

Jun. 30, 2022

May 31, 2022

May 30, 2022

May 18, 2022

Apr. 30, 2022

Apr. 12, 2022

Apr. 04, 2022

Apr. 02, 2022

Mar. 31, 2022

Feb. 28, 2022

Jan. 31, 2022

Jan. 02, 2022

Officers [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, compensation shares

20,940

3,217

Consultant One [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, shares

25,000

10,000

Consultant Two [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, shares

4,281

25,000

Employee [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, compensation shares

10,000

5,160

Consultant {Member}

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, shares

2,166

537

77,172

2,442

77,172

2,617

3,380

Bonus [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, compensation shares

35,952

Company Officers [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

Stock issued during period, compensation shares

32,895

SCHEDULE OF LEASE EXPENSES (Det

SCHEDULE OF LEASE EXPENSES (Details)	6 Months Ended
	Jun. 30, 2022 USD ($)
Leases
Operating lease cost	$ 152,072
Short-term lease cost	7,363
Total lease expenses	$ 159,435

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Leases
Initial operating lease liability recognized under Topic 842	$ 1,776,599
Initial lease right-of-use asset recognized under Topic 842	$ 1,837,782
Operating lease for office remaining lease term	7 years
Operating lease discount rate	7%

SCHEDULE OF FUTURE PAYMENTS UND

SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Remaining 2022	$ 140,382
2023	284,953
2024	294,727
2025	311,483
2026	311,483
Subsequent years	856,578
Total minimum lease payments	2,199,606
Less: imputed interest	(541,133)
Total lease liability	1,658,473
Current portion of lease liability	(258,997)
Non-current portion of lease liability	$ 1,399,476

SUMMARY OF FUTURE PRINCIPAL PAY

SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING (Details)	Jun. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 2,244,000
2023	6,732,000
2024	5,049,000
Long Term Debt	$ 14,025,000

COMMITMENTS AND CONTINGENCIES_2

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

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - shares	Jul. 02, 2022	Jun. 30, 2022	May 31, 2022	May 18, 2022	Apr. 30, 2022	Apr. 04, 2022	Mar. 31, 2022	Feb. 28, 2022
Employee [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued during the period	17,707
Consultant {Member}
Subsequent Event [Line Items]
Number of shares issued during the period		2,166	537	77,172	2,442	77,172	2,617	3,380
Consultant {Member} | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued during the period	25,000
Officers Bonus Compensation [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued for services	14,657