AgriFORCE Growing Systems (AGRI) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
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		15,713,596
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 ($)	Sep. 30, 2022	Dec. 31, 2021
Current
Cash and cash equivalents	$ 7,869,028	$ 7,775,290
Other receivable	46,737	32,326
Prepaid expenses and other current assets (Note 3)	384,954	309,040
Total current assets	8,300,719	8,116,656
Non-current
Property and equipment, net	116,360	40,971
Intangible asset (Note 4)	9,860,617	1,477,237
Operating lease right-of-use asset (Note 10)	1,565,215
Lease deposit, non-current		50,608
Construction in progress	1,973,772	2,079,914
Land deposit (Note 3)	2,085,960
Total assets	23,902,643	11,765,386
Current
Accounts payable and accrued liabilities (Note 5)	996,521	1,532,312
Contingent consideration payable (Note 4)	750,000	753,727
Debentures (Note 6)	4,082,387
Lease liability – current (Note 10 and 11)	244,358
Total current liabilities	6,073,266	2,286,039
Non-current
Deferred rent		12,954
Lease liability – non-current (Note 10 and 11)	1,276,510
Derivative liabilities (Note 6 and 8)	6,591,877	1,418,964
Long term loan (Note 7)	43,773	47,326
Total liabilities	13,985,426	3,765,283
Commitments and contingencies (Note 11)
Shareholders’ equity
Common shares, no par value per share – unlimited shares authorized; 15,688,596 and 15,176,698 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	27,002,586	25,637,543
Additional paid-in-capital	13,568,717	2,203,343
Obligation to issue shares		93,295
Accumulated deficit	(30,021,493)	(19,900,992)
Accumulated other comprehensive income	(632,593)	(33,086)
Total shareholders’ equity	9,917,217	8,000,103
Total liabilities and shareholders’ equity	$ 23,902,643	$ 11,765,386

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 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	15,688,596	15,176,698
Common stock, shares outstanding	15,688,596	15,176,698

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
OPERATING EXPENSES
Wages and salaries	$ 796,074	$ 650,456	$ 2,944,218	$ 989,421
Consulting	522,576	129,364	2,030,994	620,960
Professional fees	1,177,236	140,653	2,058,636	393,904
Office and administrative	356,408	327,257	987,298	439,532
Investor and public relations	111,499	390,579	718,423	555,665
Research and development	110,916	116,857	537,772	178,117
Share based compensation	68,456	415,597	282,828	571,398
Lease expense	79,293	65,187	238,728	72,473
Travel and entertainment	55,904	28,545	214,725	39,851
Sales and marketing	95,750		186,132
Shareholder and regulatory	28,431	114,002	175,094	117,347
Depreciation	6,714	2,283	15,706	7,606
Operating loss	(3,409,257)	(2,380,780)	(10,390,554)	(3,986,274)
OTHER EXPENSES
Foreign exchange loss (gain)	(104,468)	(170,140)	(143,432)	(170,664)
Gain on conversion of convertible debt (Note 6)	(93,973)		(93,973)
Change in fair value of derivative liabilities (Note 8)	(1,465,027)	(818,960)	(1,683,489)	(818,960)
Accretion of interest on senior secured debentures	1,688,672	57,019	1,688,672	484,379
Issuance cost related to warrants		375,123		375,123
Loss (gain) on extension of debt term		(204)		59,055
Other income	(37,831)		(37,831)
Net loss	(3,396,630)	(1,823,618)	(10,120,501)	(3,915,207)
Dividend paid to preferred shareholders		203,674		735,932
Net loss attributable to common shareholders	(3,396,630)	(2,027,292)	(10,120,501)	(4,651,139)
Other comprehensive loss
Foreign currency translation loss	(566,414)	(228,317)	(599,507)	(220,568)
Comprehensive loss attributable to common shareholders	$ (3,963,044)	$ (2,255,609)	$ (10,720,008)	$ (4,871,707)
Basic and diluted net loss attributed to common share	$ (0.17)	$ (0.14)	$ (0.58)	$ (0.46)
Weighted average number of common shares outstanding – basic and diluted	20,435,059	14,378,354	17,406,641	10,144,800

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 conversion of convertible debt (Note 6 & 9)	$ 6,717,873
Shares Issued for conversion of convertible debt, shares	2,258,826
Shares issued for bonus	$ 514,066						514,066
Shares issued for bonus, shares	98,356
Shares issued for consulting services	$ 349,809			7,460			357,269
Shares issued for consulting services, shares	62,237
Share based compensation			571,398				571,398
Net loss					(3,915,207)		(3,915,207)
Foreign currency translation						(220,568)	(220,568)
Shares issued for cash	$ 13,262,712						13,262,712
Shares issued for cash, shares	3,127,998
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	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
Share issued for settlement of accrued director’s fee	$ 46,783						46,783
Share issued for settlement of accrued director's fee, shares	19,992
Shares issued for dividend on Preferred Shares	$ 735,932				(735,932)
Shares issued for dividend on Preferred Shares, shares	189,004
Share issue costs	$ (2,099,842)						(2,099,842)
Shares issued for cashless exercise of options
Shares issued for cashless exercise of options, shares	820,029
Ending balance, value at Sep. 30, 2021	$ 25,462,183		1,913,608	102,345	(17,173,083)	(101,514)	10,203,539
Ending balance, shares at Sep. 30, 2021	15,057,859
Beginning balance, value at Jun. 30, 2021	$ 7,022,883	$ 6,717,873	1,453,367	94,885	(15,145,791)	126,803	270,020
Beginning balance, shares at Jun. 30, 2021	9,542,769	2,258,826
Shares issued for consulting services	$ 69,300			7,460			76,760
Shares issued for consulting services, shares	15,000
Share based compensation			415,597				415,597
Net loss					(1,823,618)		(1,823,618)
Foreign currency translation						(228,317)	(228,317)
Shares issued for cash	$ 13,262,712						13,262,712
Shares issued for cash, shares	3,127,998
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	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
Share issued for settlement of accrued director’s fee	$ 46,783						46,783
Share issued for settlement of accrued director's fee, shares	19,992
Shares issued for dividend on Preferred Shares	$ 203,674				(203,674)
Shares issued for dividend on Preferred Shares, shares	53,474
Share issue costs	$ (2,099,842)						(2,099,842)
Ending balance, value at Sep. 30, 2021	$ 25,462,183		1,913,608	102,345	(17,173,083)	(101,514)	10,203,539
Ending balance, shares at Sep. 30, 2021	15,057,859
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 conversion of convertible debt (Note 6 & 9)	$ 131,532						131,532
Shares Issued for conversion of convertible debt, shares	67,568
Shares issued for consulting services	$ 801,457			(93,295)			708,162
Shares issued for consulting services, shares	259,767
Share based compensation			282,828				282,828
Prefunded warrants issued (Note 3 & 4)			11,082,546				11,082,546
Net loss					(10,120,501)		(10,120,501)
Foreign currency translation						(599,507)	(599,507)
Shares issued for bonuses and compensation (Note 9)	$ 432,054						432,054
Shares issued for bonuses and compensation, shares	184,563
Ending balance, value at Sep. 30, 2022	$ 27,002,586		13,568,717		(30,021,493)	(632,593)	9,917,217
Ending balance, shares at Sep. 30, 2022	15,688,596
Beginning balance, value at Jun. 30, 2022	$ 26,710,990		10,123,315		(26,624,863)	(66,179)	10,143,263
Beginning balance, shares at Jun. 30, 2022	15,514,629
Shares issued for conversion of convertible debt (Note 6 & 9)	$ 131,532						131,532
Shares Issued for conversion of convertible debt, shares	67,568
Shares issued for bonus	$ 100,564						100,564
Shares issued for bonus, shares	76,399
Shares issued for consulting services	$ 59,500						59,500
Shares issued for consulting services, shares	30,000
Share based compensation			68,456				68,456
Prefunded warrants issued (Note 3 & 4)			3,376,946				3,376,946
Net loss					(3,396,630)		(3,396,630)
Foreign currency translation						(566,414)	(566,414)
Ending balance, value at Sep. 30, 2022	$ 27,002,586		$ 13,568,717		$ (30,021,493)	$ (632,593)	$ 9,917,217
Ending balance, shares at Sep. 30, 2022	15,688,596

Condensed Consolidated Interi_5

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (10,120,501)	$ (3,915,207)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	15,706	7,606
Share based compensation	282,828	571,398
Shares issued for consulting services	708,162	298,214
Accretion of interest on senior secured debentures	1,688,672	484,379
Issuance cost related to warrants		375,123
Loss on extension of debt term		59,055
Shares issued for compensation and bonuses	432,054
Change in fair value of derivative liabilities	(1,683,489)	(818,960)
Gain on debt conversion	(93,973)
Changes in operating assets and liabilities:
Other receivables	(14,411)	(22,574)
Prepaid expenses and other current assets	(60,914)	(266,832)
Accounts payable and accrued liabilities	(35,791)	210,330
Right-of-use asset	249,038
Lease liabilities	(255,731)
Net cash used in operating activities	(8,888,350)	(3,017,468)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment and leasehold improvements	(93,259)	(17,866)
Payment against acquisition of intangibles	(500,000)	(225,000)
Refund for purchase of land	20,000
Construction in progress	(50,000)	(744,191)
Net cash used in investing activities	(623,259)	(987,057)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debentures – net of discount	12,750,000
Repayment of convertible debentures	(1,122,000)
Interest paid on convertible debentures	(173,376)
Financing costs of debentures	(1,634,894)	(69,000)
Proceeds from Initial Public Offering		15,639,990
Payment of IPO costs		(2,279,374)
Proceeds from exercise warrants		238,800
Proceeds from issuance of senior secured debentures		600,000
Proceeds from long-term loan		15,932
Repayment of Senior Secured Debentures		(750,000)
Net cash used in financing activities	9,819,730	13,396,348
Effect of exchange rate changes on cash and cash equivalent	(214,383)	(210,717)
Change in cash	93,738	9,181,106
Cash, beginning of period	7,775,290	653,410
Cash, end of period	7,869,028	9,834,516
Supplemental cash flow information:
Cash paid during the period for interest	173,376
Supplemental disclosure of non-cash investing and financing transactions
Fair value of warrant liability		374,028
Fair value of debenture warrants	4,342,877
Fair value of conversion feature of debentures	2,249,000
Prefunded warrants issued related to intangible assets	8,996,586
Prefunded warrants issued related to land deposit	2,085,960
Shares issued for conversion of convertible debt	131,532
Preferred stock dividend paid in common shares		735,932
Initial operating lease liability recognized under Topic 842	1,776,599
Initial lease right-of-use asset recognized under Topic 842	1,837,782
Conversion of Series A preferred stock to common shares		6,717,873
Unpaid amount related to intangible assets included in accrued expenses		$ 500,000

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PREPARATION	9 Months Ended
	Sep. 30, 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 September 30, 2022 and December 31, 2021, and the results of its operations during the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 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 nine months ended September 30, 2022, the Company had a net loss of $ 10.1 8.9 2.2 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	9 Months Ended
	Sep. 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, OTHER CURRENT

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT	3. PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2022 December 31, 2021 Deposits $ 12,000 $ 32,000 Legal retainer 12,228 33,692 Prepaid expenses 334,734 214,445 Others 25,992 28,903 $ 384,954 $ 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 20,000 On August 31, 2022, the Company signed a purchase and sale agreement with Stronghold Power Systems, Inc. (“Stronghold”), to purchase approximately seventy acres of land located in the City of Coachella as well as the completion of certain permitting, zoning, and infrastructure work by Stronghold for a total purchase price of $ 4,300,000 (i) $ 1,500,000 (ii) A first stock deposit of $ 1,700,000 695,866 (iii) A second stock deposit $ 1,100,000 450,266 At September 30, 2022 the $ 2,085,960

INTANGIBLE ASSET

INTANGIBLE ASSET	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	4. INTANGIBLE ASSET Intangible asset represents $ 9,860,617 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) $ 1,475,000 750,000 (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 $ 725,000 750,000

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2022 December 31, 2021 Accounts payable $ 445,186 $ 414,117 Accrued expenses 350,698 981,027 Others 200,637 137,168 Accounts payable and accrued liabilities $ 996,521 $ 1,532,312 Accrued expenses include professional fee payable of $ 72,955 66,408 22,935 24,797 30,286 39,309 75,282 89,236 149,240 174,598 nil 86,679 500,000

DEBENTURES

DEBENTURES	9 Months Ended
	Sep. 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 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 September 30, 2022 Principal (initial) 12/31/2024 5.00 8.00 % $ 14,025,000 Repayments and conversions (1,272,000 ) Debt issuance costs and discounts (Note 6 & 8) (8,670,613 ) Total Debentures (current) $ 4,082,387 During the nine months ended September 30, 2022, the Investors converted $ 150,000 67,568 93,973

LONG TERM LOAN

LONG TERM LOAN	9 Months Ended
	Sep. 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 The balance at September 30, 2022 was $ 43,773 3,553

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	8. DERIVATIVE LIABILITIES Warrant Liabilities As of September 30, 2022, the warrant liabilities represent aggregate fair value of publicly traded 3,088,198 Series A warrants, 135,999 representative’s warrants and 4,106,418 Debenture Warrants. The fair value of the IPO warrants and representative’s warrants amount to $ 692,877 (December 31, 2021 - $ 1,418,964 ) and were categorized as a Level 1 financial instrument. The fair value of the Debenture Warrants amounted to $ 3,650,000 4,080,958 1.50 2.31 nil nil 90.0 58.3 4.25 3.14 3.25 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 IPO and representative’s warrant liabilities amounted to $ 640,540 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 $ 2,249,000 3,336,535 1.50 2.31 nil nil 90.0 101.0 4.22 3.14 18.93 2.25 1 Changes in the fair value of Company’s Level 3 financial instruments for the nine months ended September 30, 2022 were as follows: SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Debenture Warrants Debenture Convertible Feature Total Beginning balance $ - $ - $ - Additions 4,080,958 3,336,535 7,417,493 Conversions - (63,723 ) (63,723 ) Change in fair value (191,957 ) (850,992 ) (1,042,949 ) Effect of exchange rate changes (239,001 ) (172,820 ) (411,821 ) Balance at September 30, 2022 $ 3,650,000 $ 2,249,000 $ 5,899,000 The fair value of the debenture warrants and debenture convertible feature includes the volatility and risk-free rate.

SHARE CAPITAL

SHARE CAPITAL	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SHARE CAPITAL	9. SHARE CAPITAL SCHEDULE OF SHARE CAPITAL Nine months ended September 30, 2022 # of shares Amount Common shares issued for bonuses and compensation 184,563 $ 432,054 Common shares issued for conversion of convertible debt 67,568 131,532 Common shares issued to consultants 259,767 801,457 Total common shares issued 511,898 $ 1,365,043 Nine months ended September 30, 2021 # of shares Amount Common shares issued for cash 3,127,998 $ 13,262,712 Common shares issued for conversion of series A preferred stock 2,258,826 6,717,873 Common shares issued on exercise of warrants 39,800 238,800 Common shares issued on cashless exercise of options 820,029 - Common shares issued for bonus 98,356 514,066 Common shares issued for consulting services 62,237 349,809 Common shares issued for settlement of accrued director’s fee 19,992 46,783 Common shares issued for dividend on preferred shares 189,004 735,932 Share issue costs - (2,099,842 ) Total common shares issued 6,616,242 $ 19,766,133 Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, 2022 September 30, 2021 Warrants 9,876,680 5,864,200 Options 635,569 724,037 Convertible debentures 5,744,595 - Total anti-dilutive weighted average shares 16,256,844 6,588,237

LEASES

LEASES	9 Months Ended
	Sep. 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 Nine months ended September 30, 2022 Operating lease cost $ 226,098 Short-term lease cost 12,630 Total lease expenses $ 238,728 The Company has an operating lease for its office lease in Canada with a remaining lease term of seven years 7.0 no

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 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 $ 66,677 2023 267,886 2024 277,074 2025 292,826 2026 292,826 Subsequent years 805,272 Total minimum lease payments 2,002,561 Less: imputed interest (481,693 ) Total lease liability 1,520,868 Current portion of lease liability (244,358 ) Non-current portion of lease liability $ 1,276,510 Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2022: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING 2022 $ 1,683,000 2023 6,732,000 2024 4,338,000 Long Term Debt $ 12,753,000 Contingencies Litigation As at September 30, 2022, the Company had no contingencies to disclose.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS The Company evaluated subsequent events through November 10, 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 September 30, 2022, but were not recognized in the interim financial statements. Except as disclosed below, there were no events that required recognition, adjustment or disclosure in the financial statements. On October 1, 2022, the Company issued to a consultant a total of 25,000

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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, OTHER CURRE_2

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT (Tables)	9 Months Ended
	Sep. 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 September 30, 2022 December 31, 2021 Deposits $ 12,000 $ 32,000 Legal retainer 12,228 33,692 Prepaid expenses 334,734 214,445 Others 25,992 28,903 $ 384,954 $ 309,040

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2022 December 31, 2021 Accounts payable $ 445,186 $ 414,117 Accrued expenses 350,698 981,027 Others 200,637 137,168 Accounts payable and accrued liabilities $ 996,521 $ 1,532,312

DEBENTURES (Tables)

DEBENTURES (Tables)	9 Months Ended
	Sep. 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 September 30, 2022 Principal (initial) 12/31/2024 5.00 8.00 % $ 14,025,000 Repayments and conversions (1,272,000 ) Debt issuance costs and discounts (Note 6 & 8) (8,670,613 ) Total Debentures (current) $ 4,082,387

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS	Changes in the fair value of Company’s Level 3 financial instruments for the nine months ended September 30, 2022 were as follows: SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Debenture Warrants Debenture Convertible Feature Total Beginning balance $ - $ - $ - Additions 4,080,958 3,336,535 7,417,493 Conversions - (63,723 ) (63,723 ) Change in fair value (191,957 ) (850,992 ) (1,042,949 ) Effect of exchange rate changes (239,001 ) (172,820 ) (411,821 ) Balance at September 30, 2022 $ 3,650,000 $ 2,249,000 $ 5,899,000

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SCHEDULE OF SHARE CAPITAL	SCHEDULE OF SHARE CAPITAL Nine months ended September 30, 2022 # of shares Amount Common shares issued for bonuses and compensation 184,563 $ 432,054 Common shares issued for conversion of convertible debt 67,568 131,532 Common shares issued to consultants 259,767 801,457 Total common shares issued 511,898 $ 1,365,043 Nine months ended September 30, 2021 # of shares Amount Common shares issued for cash 3,127,998 $ 13,262,712 Common shares issued for conversion of series A preferred stock 2,258,826 6,717,873 Common shares issued on exercise of warrants 39,800 238,800 Common shares issued on cashless exercise of options 820,029 - Common shares issued for bonus 98,356 514,066 Common shares issued for consulting services 62,237 349,809 Common shares issued for settlement of accrued director’s fee 19,992 46,783 Common shares issued for dividend on preferred shares 189,004 735,932 Share issue costs - (2,099,842 ) Total common shares issued 6,616,242 $ 19,766,133
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES	Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, 2022 September 30, 2021 Warrants 9,876,680 5,864,200 Options 635,569 724,037 Convertible debentures 5,744,595 - Total anti-dilutive weighted average shares 16,256,844 6,588,237

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Leases
SCHEDULE OF LEASE EXPENSES	The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Nine months ended September 30, 2022 Operating lease cost $ 226,098 Short-term lease cost 12,630 Total lease expenses $ 238,728

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 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 $ 66,677 2023 267,886 2024 277,074 2025 292,826 2026 292,826 Subsequent years 805,272 Total minimum lease payments 2,002,561 Less: imputed interest (481,693 ) Total lease liability 1,520,868 Current portion of lease liability (244,358 ) Non-current portion of lease liability $ 1,276,510
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING	The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2022: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING 2022 $ 1,683,000 2023 6,732,000 2024 4,338,000 Long Term Debt $ 12,753,000

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 10,100,000
Net cash used in operating activities	8,888,350	$ 3,017,468
Working captial	$ 2,200,000

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deposits	$ 12,000	$ 32,000
Legal retainer	12,228	33,692
Prepaid expenses	334,734	214,445
Others	$ 25,992	$ 28,903

PREPAID EXPENSES, OTHER CURRE_3

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT (Details Narrative) - USD ($)			9 Months Ended
	Aug. 31, 2022	Apr. 06, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2023	Sep. 09, 2022	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit assets			$ 12,000				$ 32,000
Deposit			20,000
Land deposits			2,085,960
Stronghold Power System [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Land deposits			$ 2,085,960
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
Land Purchase Agreement [Member] | Stronghold Power System [Member] | First Stock Deposits [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits						$ 1,700,000
Warrants issued						695,866
Land Purchase Agreement [Member] | Stronghold Power System [Member] | Second Stock Deposits [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits						$ 1,100,000
Warrants issued						450,266
Land Purchase Agreement [Member] | Stronghold Power System [Member] | Forecast [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash					$ 1,500,000
Land Purchase And Sale Agreement [Member] | Stronghold Power System [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to acquire land	$ 4,300,000

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative) - USD ($)		9 Months Ended
	Oct. 11, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 10, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible asset		$ 9,860,617	$ 1,477,237
Purchase price of purchased asset		725,000
Contingent consideration payable		$ 750,000
Asset Purchase Agreement [Member] | 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”)
Asset Purchase Agreement [Member] | 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
Asset Purchase Agreement [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase price of purchased asset		$ 14,475,000
Asset Purchase Agreement [Member] | Manna Nutritional Group, LLC [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
Asset Purchase Agreement [Member] | Manna Nutritional Group, LLC [Member] | Subsequent Event [Member]
Finite-Lived Intangible Assets [Line Items]
Repayments of related party debt	$ 750,000
Asset Purchase Agreement [Member] | Manna Nutritional Group, LLC [Member] | Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset				$ 9,860,617

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 445,186	$ 414,117
Accrued expenses	350,698	981,027
Others	200,637	137,168
Accounts payable and accrued liabilities	$ 996,521	$ 1,532,312

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued expenses including professional fee	$ 72,955	$ 66,408
Interest expense	22,935	24,797
Directors fees payable	30,286	39,309
Withholding tax payable	75,282	89,236
Legal expense payable	149,240	174,598
Other item aggregating		86,679
Secured debt of seller		$ 500,000

SCHEDULE OF OUTSTANDING DEBENTU

SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Maturity Date	Dec. 31, 2024
Debentures (gross)	$ 14,025,000
Repayments and conversions	(1,272,000)
Debt issuance costs and debt discounts	(8,670,613)
Total debentures (current)	$ 4,082,387
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 ($)			3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 24, 2021	Mar. 24, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Short-Term Debt [Line Items]
Debt, maturity date						Dec. 31, 2024
Debentures transaction costs incurred			$ 4,082,387			$ 4,082,387
Debt instrument converted value						$ 150,000
Debt instrument converted shares						67,568
Loss on conversion of convertible debentures			$ 93,973			$ 93,973
Warrant [Member]
Short-Term Debt [Line Items]
Investors received warrants	93,938		135,999			135,999
Warrant strike price	$ 3.99		$ 6			$ 6
Warrants term	3 years
Definitive Agreement [Member] | Investors [Member]
Short-Term Debt [Line Items]
Debt principal amount					$ 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
Warrants expire date					Dec. 31, 2025
Debentures transaction costs incurred					$ 1,634,894
Definitive Agreement [Member] | Investors [Member] | First 12 Months [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage					5%
Definitive Agreement [Member] | Investors [Member] | Subsequent 12 Months [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage					6%
Definitive Agreement [Member] | Investors [Member] | Thereafter [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage					8%
Accredited Investors [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]
Debt principal amount		$ 750,000
Subscription amount		$ 600,000
Debt, maturity date		Jun. 24, 2021
Transaction costs		$ 69,000
Additional Tranches [Member] | Definitive Agreement [Member] | Investors [Member]
Short-Term Debt [Line Items]
Debt principal amount					$ 33,000,000

LONG TERM LOAN (Details Narrati

LONG TERM LOAN (Details Narrative)	1 Months Ended		9 Months Ended
	Apr. 30, 2021 USD ($)	Apr. 30, 2021 CAD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 CAD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Line of Credit Facility [Line Items]
Debt, maturity date			Dec. 31, 2024	Dec. 31, 2024
Long term loans			$ 43,773		$ 47,326
Foreign currency exchange adjustments			$ 3,553
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	Dec. 31, 2023
Debt, forgiveness percentage			33%	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)	January 1, 2024 to December 31, 2025 (previously January 1, 2023 to December 31, 2024)
Proceeds from loan	$ 15,145	$ 20,000

SCHEDULE OF CHANGES IN THE FAIR

SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
Additions	7,417,493
Conversions	(63,723)
Change in fair value	(1,042,949)
Effect of exchange rate changes	(411,821)
Balance at September 30, 2022	5,899,000
Debenture Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
Additions	4,080,958
Conversions
Change in fair value	(191,957)
Effect of exchange rate changes	(239,001)
Balance at September 30, 2022	3,650,000
Debenture Convertible Feature [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
Additions	3,336,535
Conversions	(63,723)
Change in fair value	(850,992)
Effect of exchange rate changes	(172,820)
Balance at September 30, 2022	$ 2,249,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jun. 24, 2021 $ / shares shares
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of warrants			$ 374,028
Debenture Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair Value Adjustment of Warrants	$ 4,080,958	3,650,000
Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures convertible	$ 3,336,535	$ 2,249,000
Stock price | $ / shares	$ 2.31	$ 1.50
Debenture Convertible [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Debenture convertible measurement input
Debenture Convertible [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Debenture convertible measurement input	101	90
Debenture Convertible [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Debenture convertible measurement input	3.14	4.22
Debenture Convertible [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected term	1 year	2 years 3 months
Debenture Convertible [Member] | Measurement Input, Discount Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Debenture convertible measurement input		18.93
IPO [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair Value Adjustment of Warrants		$ 692,877		$ 1,418,964
Series A Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares		3,088,198
Warrant [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares		135,999			93,938
Warrant exercise price | $ / shares		$ 6			$ 3.99
Expected term					3 years
Warrant [Member] | IPO [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of warrants		$ 640,540
Debenture Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares		4,106,418
Debenture Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant exercise price | $ / shares	$ 2.31	$ 1.50
Debenture Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants and Rights Outstanding, Measurement Input	58.3	90
Debenture Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.14	4.25
Debenture Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected term	3 years 6 months	3 years 3 months

SCHEDULE OF SHARE CAPITAL (Deta

SCHEDULE OF SHARE CAPITAL (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares issued for conversion of convertible debt, value	$ 131,532		$ 131,532
Common shares issued for consulting services, value	$ 59,500	$ 76,760	$ 708,162	$ 357,269
Common shares issued for cash, value		$ 13,262,712		$ 13,262,712
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares issued for bonuses and compensation, shares			184,563
Common shares issued for bonuses and compensation, value			$ 432,054
Common shares issued for conversion of convertible debt, shares	67,568		67,568	2,258,826
Common shares issued for conversion of convertible debt, value	$ 131,532		$ 131,532	$ 6,717,873
Common shares issued for consulting services, shares	30,000	15,000	259,767	62,237
Common shares issued for consulting services, value	$ 59,500	$ 69,300	$ 801,457	$ 349,809
Total common shares issued, shares			511,898	6,616,242
Total common shares issued, value			$ 1,365,043	$ 19,766,133
Common shares issued for cash, shares		3,127,998		3,127,998
Common shares issued for cash, value		$ 13,262,712		$ 13,262,712
Common shares issued on exercise of warrants, shares				39,800
Common shares issued on exercise of warrants, value				$ 238,800
Common shares issued on cashless exercise of options, shares				820,029
Common shares issued on cashless exercise of options, value
Common shares issued for bonus, shares				98,356
Common shares issued for bonus, value				$ 514,066
Common shares issued for settlement of accrued director's fee, shares				19,992
Common shares issued for settlement of accrued director's fee, value				$ 46,783
Common shares issued for dividend on preferred shares, shares				189,004
Common shares issued for dividend on preferred shares, shares				$ 735,932
Share issue costs, shares
Share issue costs, value				$ (2,099,842)

SCHEDULE OF POTENTIALLY DILUTIV

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	16,256,844	6,588,237
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	9,876,680	5,864,200
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	635,569	724,037
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	5,744,595

SCHEDULE OF LEASE EXPENSES (Det

SCHEDULE OF LEASE EXPENSES (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Leases
Operating lease cost	$ 226,098
Short-term lease cost	12,630
Total lease expenses	$ 238,728

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	Sep. 30, 2022	Jan. 02, 2022	Dec. 31, 2021
Leases
Operating lease liability recognized	$ 1,520,868	$ 1,776,599
Operating lease right-of-use asset recognized	$ 1,565,215	$ 1,837,782
Operating lease for office remaining lease term	7 years
Operating lease discount rate	7%
Finance leases liability	$ 0

SCHEDULE OF FUTURE PAYMENTS UND

SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details) - USD ($)	Sep. 30, 2022	Jan. 02, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Remaining 2022	$ 66,677
2023	267,886
2024	277,074
2025	292,826
2026	292,826
Subsequent years	805,272
Total minimum lease payments	2,002,561
Less: imputed interest	(481,693)
Total lease liability	1,520,868	$ 1,776,599
Current portion of lease liability	(244,358)
Non-current portion of lease liability	$ 1,276,510

SUMMARY OF FUTURE PRINCIPAL PAY

SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING (Details)	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 1,683,000
2023	6,732,000
2024	4,338,000
Long Term Debt	$ 12,753,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Oct. 01, 2022 shares
Consultant [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued during the period	25,000