AgriFORCE Growing Systems (AGRI) 10-Q 3 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 03, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
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		38,142,774
Common Shares [Member]
Title of 12(b) Security	Common Shares
Trading Symbol	AGRI
Security Exchange Name	NASDAQ
Series A Warrants [Member]
Title of 12(b) Security	Series A Warrants
Trading Symbol	AGRIW
Security Exchange Name	NASDAQ

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Current
Cash and cash equivalents	$ 1,005,340	$ 2,269,320
Other receivable	61,798	48,941
Prepaid expenses and other current assets (Note 3)	198,024	598,342
Advance (Note 4)	223,564
Total current assets	1,488,726	2,916,603
Non-current
Property and equipment, net	101,340	121,672
Intangible asset (Note 5)	13,055,176	13,089,377
Operating lease right-of-use asset	1,483,320	1,540,748
Construction in progress	2,098,892	2,092,533
Land deposit (Note 3)		2,085,960
Total assets	18,227,454	21,846,893
Current
Accounts payable and accrued liabilities (Note 6)	1,554,807	1,147,739
Debentures (Note 7 and 12)	5,175,138	3,941,916
Lease liability – current (Note 11)	280,052	271,110
Total current liabilities	7,009,997	5,360,765
Non-current
Lease liability – non-current (Note 11)	1,191,293	1,250,060
Derivative liabilities (Note 7 and 9)	2,671,611	4,649,115
Long term loan (Note 8)	45,317	44,300
Total liabilities	10,918,218	11,304,240
Shareholders’ equity
Common shares, no par value per share – unlimited shares authorized; 22,716,766 and 15,795,798 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	33,086,067	27,142,762
Obligation to issue shares	97,837
Additional paid-in-capital	11,478,156	16,816,695
Accumulated deficit	(37,021,119)	(32,774,094)
Accumulated other comprehensive income	(331,705)	(642,710)
Total shareholders’ equity	7,309,236	10,542,653
Total liabilities and shareholders’ equity	$ 18,227,454	$ 21,846,893

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	22,716,766	15,795,798
Common stock, shares outstanding	22,716,766	15,795,798

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
OPERATING EXPENSES
Wages and salaries	$ 896,763	$ 1,359,503	$ 1,917,809	$ 2,148,144
Consulting	675,905	1,145,323	885,020	1,508,418
Professional fees	460,984	780,331	748,350	881,400
Office and administrative	293,768	317,152	629,529	630,890
Investor and public relations	121,947	261,435	389,865	606,924
Depreciation and amortization	171,839	5,465	340,599	8,992
Share based compensation	107,320	56,390	283,299	214,372
Sales and marketing	61,748	59,757	162,326	90,382
Lease expense	73,194	78,498	149,274	159,435
Travel and entertainment	28,481	89,694	101,125	158,821
Shareholder and regulatory	8,422	37,684	78,817	146,663
Research and development	13,235	30,329	49,358	426,856
Operating loss	(2,913,606)	(4,221,561)	(5,735,371)	(6,981,297)
OTHER EXPENSES
Accretion of interest on debentures (Note 7)	2,107,808		3,980,278
Loss on conversion of convertible debt (Note 7)	13,902		433,605
Change in fair value of derivative liabilities (Note 9)	(2,458,993)	(675,504)	(5,833,025)	(218,462)
Foreign exchange gain	(33,409)	(103,472)	(26,789)	(38,964)
Write-off of deposit (Note 3)			12,000
Other income	(15,942)		(54,415)
Net loss	(2,526,972)	(3,442,585)	(4,247,025)	(6,723,871)
Other comprehensive income (loss)
Foreign currency translation	196,119	(21,192)	311,005	(33,093)
Comprehensive loss attributable to common shareholders	$ (2,330,853)	$ (3,463,777)	$ (3,936,020)	$ (6,756,964)
Basic and diluted net loss attributed to common share	$ (0.10)	$ (0.21)	$ (0.17)	$ (0.43)
Weighted average number of common shares outstanding – basic and diluted	24,973,036	16,518,480	24,354,260	15,872,349

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Obligation To Issue Shares [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2021	$ 25,637,543	$ 2,203,343	$ 93,295	$ (19,900,992)	$ (33,086)	$ 8,000,103
Balance, shares at Dec. 31, 2021	15,176,698
Shares issued for bonus and compensation (Note 10)	$ 331,490					331,490
Shares issued for bonus and compensation (Note 10), shares	108,164
Shares issued for consulting services (Note 10)	$ 741,957		(93,295)			648,662
Shares issued for consulting services (Note 10), shares	229,767
Share based compensation		214,372				214,372
Net loss				(6,723,871)		(6,723,871)
Foreign currency translation					(33,093)	(33,093)
Prefunded warrants issued (Note 5)		7,705,600				7,705,600
Balance at Jun. 30, 2022	$ 26,710,990	10,123,315		(26,624,863)	(66,179)	10,143,263
Balance, shares at Jun. 30, 2022	15,514,629
Balance at Dec. 31, 2021	$ 25,637,543	2,203,343	93,295	(19,900,992)	(33,086)	8,000,103
Balance, shares at Dec. 31, 2021	15,176,698
Balance at Dec. 31, 2022	$ 27,142,762	16,816,695		(32,774,094)	(642,710)	10,542,653
Balance, shares at Dec. 31, 2022	15,795,798
Balance at Mar. 31, 2022	$ 25,822,735	2,361,325	93,295	(23,182,278)	(44,987)	5,050,090
Balance, shares at Mar. 31, 2022	15,247,012
Shares issued for bonus and compensation (Note 10)	$ 234,369					234,369
Shares issued for bonus and compensation (Note 10), shares	78,847
Shares issued for consulting services (Note 10)	$ 653,886		(93,295)			560,591
Shares issued for consulting services (Note 10), shares	188,770
Share based compensation		56,390				56,390
Net loss				(3,442,585)		(3,442,585)
Foreign currency translation					(21,192)	(21,192)
Prefunded warrants issued (Note 5)		7,705,600				7,705,600
Balance at Jun. 30, 2022	$ 26,710,990	10,123,315		(26,624,863)	(66,179)	10,143,263
Balance, shares at Jun. 30, 2022	15,514,629
Balance at Dec. 31, 2022	$ 27,142,762	16,816,695		(32,774,094)	(642,710)	10,542,653
Balance, shares at Dec. 31, 2022	15,795,798
Shares issued for conversion of convertible debt (Note 7)	$ 1,743,701					1,743,701
Shares issued for conversion of convertible debt (Note 7), shares	2,516,335
Shares issued for bonus and compensation (Note 10)	$ 105,512		97,837			203,349
Shares issued for bonus and compensation (Note 10), shares	155,898
Shares issued for cash, net of issuance costs (Note 10)	$ 299,599					$ 299,599
Shares issued for cash, net of issuance costs (Note 10) , shares	1,073,770					2,147,465
Shares issued in private placement (Note 10)	$ 204,880					$ 204,880
Shares issued in private placement (Note 10), shares	1,000,000
Shares issued for consulting services (Note 10)	$ 53,735					53,735
Shares issued for consulting services (Note 10), shares	27,500
Shares issued on conversion of vested prefunded warrants (Note 5)	$ 3,535,878	(3,535,878)
Shares issued on conversion of vested prefunded warrants (Note 4), shares	2,147,465
Share based compensation		283,299				283,299
Net loss				(4,247,025)		(4,247,025)
Foreign currency translation					311,005	311,005
Cancelled prefunded warrants (Note 3)		(2,085,960)				(2,085,960)
Balance at Jun. 30, 2023	$ 33,086,067	11,478,156	97,837	(37,021,119)	(331,705)	7,309,236
Balance, shares at Jun. 30, 2023	22,716,766
Balance at Mar. 31, 2023	$ 31,283,690	11,947,606		(34,494,147)	(527,824)	8,209,325
Balance, shares at Mar. 31, 2023	18,314,552
Shares issued for conversion of convertible debt (Note 7)	$ 695,128					695,128
Shares issued for conversion of convertible debt (Note 7), shares	1,805,528
Shares issued for bonus and compensation (Note 10)			97,837			97,837
Shares issued for bonus and compensation (Note 10), shares
Shares issued for cash, net of issuance costs (Note 10)	$ 299,599					299,599
Shares issued for cash, net of issuance costs (Note 10) , shares	1,073,770
Shares issued in private placement (Note 10)	$ 204,880					204,880
Shares issued in private placement (Note 10), shares	1,000,000
Shares issued for consulting services (Note 10)	$ 26,000					26,000
Shares issued for consulting services (Note 10), shares	12,500
Shares issued on conversion of vested prefunded warrants (Note 5)	$ 576,770	(576,770)
Shares issued on conversion of vested prefunded warrants (Note 4), shares	510,416
Share based compensation		107,320				107,320
Net loss				(2,526,972)		(2,526,972)
Foreign currency translation					196,119	196,119
Balance at Jun. 30, 2023	$ 33,086,067	$ 11,478,156	$ 97,837	$ (37,021,119)	$ (331,705)	$ 7,309,236
Balance, shares at Jun. 30, 2023	22,716,766

Condensed Consolidated Interi_5

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (4,247,025)	$ (6,723,871)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	340,599	8,992
Share based compensation	283,299	214,372
Shares issued for consulting services	53,735	648,662
Shares issued for compensation	105,512	331,490
Amortization of debt issuance costs	3,808,460
Change in fair value of derivative liabilities	(5,833,025)	(218,462)
Loss on debt conversion	433,605
Write-off of deposit	12,000
Obligation to issue shares	97,837
Changes in operating assets and liabilities:
Other receivables	(12,857)	(15,016)
Prepaid expenses and other current assets	388,318	232,238
Advance	(225,000)
Accounts payable and accrued liabilities	446,943	478,645
Right-of-use asset	57,428	103,074
Lease liabilities	(49,825)	(118,126)
Net cash used in operating activities	(4,339,996)	(5,058,002)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment towards acquisition of intangibles		(500,000)
Acquisition of equipment and leasehold improvements		(92,479)
Construction in progress		(50,000)
Net cash used in investing activities		(642,479)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common shares issued for cash	565,741
Share issuance costs paid	(16,142)
Proceeds from debentures – net of discount	4,615,385
Repayment of convertible debentures	(1,741,950)
Financing costs of debentures	(325,962)	(35,000)
Net cash provided by (used in) financing activities	3,097,072	(35,000)
Effect of exchange rate changes on cash and cash equivalent	(21,056)	(42,899)
Change in cash	(1,263,980)	(5,778,380)
Cash, beginning of period	2,269,320	7,775,290
Cash, end of period	1,005,340	1,996,910
Supplemental cash flow information:
Cash paid during the period for interest	171,818
Supplemental disclosure of non-cash investing and financing transactions
Shares issued for conversion of convertible debt	1,743,701
Reclassified accrued construction in progress fees	39,875
Initial fair value of debenture warrants (“Second Tranche Warrants”)	2,378,000
Initial fair value of conversion feature of debentures (“Second Tranche Debentures”)	1,599,000
Initial fair value of debenture warrants (“First Tranche Warrants”)		4,080,958
Initial fair value of conversion feature of debentures (“First Tranche 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
Initial operating lease liability recognized under Topic 842		1,776,599
Initial lease right-of-use asset recognized under Topic 842		$ 1,837,782

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PREPARATION	6 Months Ended
	Jun. 30, 2023
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. (“AgriFORCE” or the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally through our AgriFORCE™ Solutions division (“Solutions”) and delivers nutritious food products through our AgriFORCE™ Brands division (“Brands”). Solutions intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment (“FORCEGH+™”). The Company has designed FORCEGH+™ facilities to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation. Brands is focused on the development and commercialization of plant-based ingredients and products that deliver healthier and more nutritious solutions. We will market and commercialize both branded consumer product offerings and ingredient supply. Basis of Presentation The accompanying Unaudited Condensed Consolidated 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, 2022 and 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 13, 2023. 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, 2023 and December 31, 2022, and the results of its operations and cash flows during the six months ended June 30, 2023 and 2022. Such adjustments are of a normal and recurring nature. The results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023, 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, 2023, the Company had a net loss of $ 4.2 4.3 5.5 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 development stage of its business plan. 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, 2023
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements 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, 2022, and interim periods within those fiscal years, and requires the modified retrospective approach. ASU 2016-13 was adopted by the Company on January 1, 2023. Based on the composition of the Company’s affected financial assets, current market conditions, and historical credit loss activity, the adoption did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2023 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. ASU 2020-06 was adopted by the Company on January 1, 2023. Since the Company had a net loss for the six months ended June 30, 2023 and its convertible debentures were determined to be anti-dilutive, there was no material impact to its basic and diluted net loss per share for the period as a result of adopting ASU 2020-06. 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. ASU 2021-08 was adopted on January 1, 2023 and did not have a material impact to these interim 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. Definite Lived Intangible Asset Definite lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful life of the asset. The estimated useful life of the granted patent is 20 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	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023 December 31, 2022 Deposits $ - $ 12,000 Legal retainer 11,713 24,457 Prepaid expenses 88,596 436,496 Deferred offering costs 96,050 100,337 Others 1,665 25,052 Prepaid expenses, other current assets $ 198,024 $ 598,342 The Company wrote off a non-refundable deposit amounting to $ 12,000 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 to have Stronghold complete certain permitting, zoning, and infrastructure work 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 As at December 31, 2022 the $ 2,085,960 On March 31, 2023 the prefunded warrants issued were rescinded and the warrants were rendered null and void as the Company presented a termination notice to Stronghold and the value under land deposit was also reversed.

ADVANCE

ADVANCE	6 Months Ended
	Jun. 30, 2023
Advance
ADVANCE	4. ADVANCE On June 18, 2023, the Company signed a memorandum of understanding (“MOU”) with Radical Clean Solutions Ltd. (“RCS”) to advance $ 225,000 225,000 14 10

INTANGIBLE ASSET

INTANGIBLE ASSET	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	5. INTANGIBLE ASSET Intangible asset represents $ 13,055,176 13,089,377 1,475,000 7,379,969 12,106,677 191,753 492,300 9.99 On January 3, 2023, Manna satisfied all of its contractual obligations when the patent was approved by the US Patents Office and the title was transferred to the Company. During the six months ended June 30, 2023, the Company issued 2,147,465 5,232,504 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 asset was completed and will be amortized over its useful life of 20 334,748 The estimated annual amortization expense for the next five years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE Period ending: Amount Remaining 2023 $ 334,748 2024 669,496 2025 669,496 2026 669,496 2027 669,496 Subsequent years 10,042,444 Total $ 13,055,176

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2023 December 31, 2022 Accounts payable $ 574,207 $ 498,188 Accrued expenses 445,647 365,521 Payroll liabilities 391,732 - Other 143,221 284,030 Accounts payable and accrued liabilities $ 1,554,807 $ 1,147,739

DEBENTURES

DEBENTURES	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
DEBENTURES	7. DEBENTURES On June 30, 2022, the Company executed the definitive agreement with arm’s length accredited institutional investors (the “Investors”) for $ 14,025,000 10 12,750,000 2.22 4,106,418 2.442 December 31, 2025 1,634,894 The Investors have the right to purchase additional tranches of $ 5,000,000 33,000,000 On January 17, 2023, the Investors purchased additional debentures totaling $ 5,076,923 10 4,615,385 1.24 2,661,289 1.24 December 31, 2025 1.24 325,962 The First Tranche and Second Tranche Debentures (the “Debentures”) have an interest rate of 5 6 8 th 8 On June 26, 2023, the Company entered into waiver and amendment agreements (“Debenture Modification Agreements”) with the Investors to modify terms of the First Tranche Debentures and the Second Tranche Debentures (the “Debentures”). The Debenture Modification Agreements provide as follows: 1) The July 1, 2023 interest and principal payments will be settled with the Company’s Common Shares 2) The Conversion Price has been reduced to the lower of $ 0.45 3) 100 1 33 67 4) The minimum tranche value for Additional Closings has been reduced from $ 5.0 2.5 5) Upon the Company’s receipt of a further shareholder approval, the Base Conversion Price shall be lowered to the lowest price at which the Company has issued a common share or a right to acquire common shares. 6) The Investors have each agreed to raise no objection to one or more private placements of securities by the Company with an aggregate purchase price of up to $ 1,000,000 0.25 two 0.50 7) The Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder; However the Company must apply the approved or percentage of approved gross proceeds from the sale of its Common Stock from an at-the-market offering to prepay this Debenture (pro-rated among all Debentures) and shall be permitted to prepay the Debentures notwithstanding any contrary provision of this Debenture or the Purchase Agreement. On June 29, 2023, the Company issued common shares for cash under an ATM agreement (the “ATM”) triggering the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Warrants to $ 0.30 Due to the currency of the above noted features being different from the Company’s functional currency, the First Tranche Warrants and Second Tranche Warrants (the “Debenture Warrants), as well as the Debentures’ convertible features were classified as derivative liabilities and are further discussed in Note 9. The following table summarizes the outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate June 30, 2023 December 31, 2022 Principal (First Tranche Debentures) 12/31/2024 5.00 8.00 % $ 14,025,000 $ 14,025,000 Principal (Second Tranche Debentures) 17/07/2025 5.00 8.00 % 5,076,923 - Repayments and conversions (6,139,350 ) (2,955,000 ) Debt issuance costs and discounts (Note 7 & 9) (7,787,435 ) (7,128,084 ) Total Debentures (current) $ 5,175,138 $ 3,941,916 During the six months ended June 30, 2023, the Investors converted $ 1,442,400 37,532 433,605

LONG TERM LOAN

LONG TERM LOAN	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
LONG TERM LOAN	8. 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 $ 30,211 29,533 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. In April 2021, the Company applied for an additional loan with Alterna Bank under the Program and received $ 15,106 20,000 14,767 The loan is interest free for an initial term that ends on December 31, 2023 20,000 5 January 31, 2024 to December 31, 2025. The balance as at June 30, 2023 was $ 45,317 60,000 44,300 60,000

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	9. DERIVATIVE LIABILITIES Warrant Liabilities As of June 30, 2023, the Warrant Liabilities represent aggregate fair value of publicly traded 3,088,198 135,999 4,106,418 2,661,289 1,000,000 The fair value of the Private Placement Warrants amount to $ 35,867 45,120 0.23 0.25 nil nil 65.0 65.0 4.58 4.58 2 2 The fair value of the IPO Warrants and Rep Warrants amount to $ 125,744 275,115 The fair value of the First Tranche Warrants amounted to $ 422,000 2,917,000 0.23 1.13 nil nil 65.0 95.0 4.68 4.22 2.50 3 On January 17, 2023 the Company issued Second Tranche Warrants. As at June 30, 2023 the Second Tranche Warrants had a fair value that amounted to $ 283,000 2,378,000 0.23 1.21 nil nil 65.0 95.0 4.49 3.80 3.05 3.5 Debenture Convertible Feature On June 30, 2022, the Company issued First Tranche Debentures with an equity conversion feature, see Note 7. As at June 30, 2023 the fair value of the First Tranche Debentures’ convertible feature amounted to $ 1,056,000 1,457,000 0.23 1.13 nil nil 65.0 95.0 5.27 4.41 15.29 13.65 1.50 2 On January 17, 2023, the Company issued Second Tranche Debentures with an equity conversion feature, see Note 7. As at June 30, 2023 the fair value of the Second Tranche Debentures’ convertible feature amounted to $ 749,000 1,599,000 0.23 1.21 nil nil 65.0 95.0 4.87 4.02 14.96 11.65 2.05 2.50 The IPO Warrants, Rep Warrants, and Private Placement Warrants (the “Equity Warrants”) are classified as Level 1 financial instruments, while the Debenture Warrants and Debenture Convertible Feature are classified as Level 3 financial instruments. Changes in the fair value of the Company’s financial instruments for the six months ended June 30, 2023 and 2022 were as follows: SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2023 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Additions 45,120 2,378,000 1,599,000 4,022,120 Conversions - - (194,492 ) (194,492 ) Change in fair value (167,527 ) (4,579,136 ) (1,086,362 ) (5,833,025 ) Effect of exchange rate changes 8,903 (10,864 ) 29,854 27,893 Balance at June 30, 2023 $ 161,611 $ 705,000 $ 1,805,000 $ 2,671,611 Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2022 $ 1,418,964 $ - $ - $ 1,418,964 Additions - 4,080,958 3,336,535 7,417,493 Change in fair value (218,462 ) - - (218,462 ) Effect of exchange rate changes (27,216 ) - - (27,216 ) Balance at June 30, 2022 $ 1,173,286 $ 4,080,958 $ 3,336,535 $ 8,590,779 Due to the expiry date of the warrants and conversion feature being greater than one year, the liabilities have been classified as non-current.

SHARE CAPITAL

SHARE CAPITAL	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
SHARE CAPITAL	10. SHARE CAPITAL During June 2023, the Company issued shares for cash under its at-the market agreement (the “ATM”). In total 1,073,770 315,741 16,142 On June 20, 2023 the Company entered in to a private placement agreement issuing 1,000,000 0.50 250,000 45,120 On June 30, 2023, the Company owed $ 97,837 Obligation to issue shares 424,564 Basic and diluted net loss per share represents the loss attributable to shareholders divided by the weighted average number of shares and prefunded warrants outstanding during the period on an as converted basis. 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 ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2023 June 30, 2022 Warrants 13,537,969 9,876,680 Options 1,339,024 641,730 Convertible debentures 45,250,548 6,317,567 Total anti-dilutive weighted average shares 60,127,541 16,835,977

LEASES

LEASES	6 Months Ended
	Jun. 30, 2023
Leases
LEASES	11. LEASES The Company entered an operating lease for office space. As at June 30, 2023, the remaining lease term is seven years 7.0 no The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Six months ended June 30, 2023 Six months ended June 30, 2022 Operating lease cost $ 145,795 $ 152,072 Short-term lease cost 3,479 7,363 Total lease expenses $ 149,274 $ 159,435 The minimum future annual payments under the lease for our continuing operations as at June 30 is as follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE Remaining 2023 $ 139,347 2024 286,847 2025 303,155 2026 303,155 2027 303,155 Subsequent years 530,521 Total minimum lease payments 1,866,180 Less: imputed interest (394,835 ) Total lease liability 1,471,345 Current portion of lease liability (280,052 ) Non-current portion of lease liability $ 1,191,293

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2023: SUMUMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING Remaining 2023 $ 5,348,538 2024 6,395,573 2025 1,218,462 Long Term Debt $ 12,962,573 Contingencies Litigation As at June 30, 2023, the Company had no contingencies to disclose.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS The Company evaluated subsequent events through August 3, 2023, 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, 2023, 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 July 1, 2023, the Company issued 3,432,261 common shares to the Investors for its July 1, 2023 principal repayment and interest in lieu of cash (Note 7). On July 1, 2023, the Company issued 5,000 On July 1, 2023, the Company issued 395,403 On July 6, 2023, the Company issued 832,261 On July 13, 2023, the Company issued 479,800 On July 18, 2023, the Company announced a restructuring. Ingo Mueller departed from his position as CEO and Chair of the Board. Richard Wong was concurrently appointed as interim CEO, and David Welch and John Meekison each assumed the role of Co-Chair of the Board. Ingo Mueller continues to serve as a director of the Company. On July 19, 2023, the company issued shares for cash under its ATM. In total 763,334 shares were issued for gross proceeds of $ 119,996 0.15 On July 20, 2023, the company issued shares for cash under its ATM. In total 189,556 shares were issued for gross proceeds of $ 27,031 0.14 On July 21, 2023, the company issued shares for cash under its ATM. In total 11,908 shares were issued for gross proceeds of $ 1,696 . On July 25, 2023, the company issued shares for cash under its ATM. In total 4,955 699 On July 31, 2023, the company issued shares for cash under its ATM. In total 763,371 99,620 0.13 On July 31, 2023, the Company issued 375,906 On July 31, 2023, the Company issued 12,500 On August 1, 2023, the company issued shares for cash under its ATM. In total 1,963,549 296,692 On August 1, 2023, the Company issued 5,478,056 1,978,174 On August 2, 2023, the Company issued 660,361 On August 2, 2023, the company issued shares for cash under its ATM. In total 57,787 6,946 0.12

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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, 2022, and interim periods within those fiscal years, and requires the modified retrospective approach. ASU 2016-13 was adopted by the Company on January 1, 2023. Based on the composition of the Company’s affected financial assets, current market conditions, and historical credit loss activity, the adoption did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2023 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. ASU 2020-06 was adopted by the Company on January 1, 2023. Since the Company had a net loss for the six months ended June 30, 2023 and its convertible debentures were determined to be anti-dilutive, there was no material impact to its basic and diluted net loss per share for the period as a result of adopting ASU 2020-06. 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. ASU 2021-08 was adopted on January 1, 2023 and did not have a material impact to these interim 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.
Equity Method Investments [Policy Text Block]
Definite Lived Intangible Asset	Definite Lived Intangible Asset Definite lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful life of the asset. The estimated useful life of the granted patent is 20
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)	6 Months Ended
	Jun. 30, 2023
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, 2023 December 31, 2022 Deposits $ - $ 12,000 Legal retainer 11,713 24,457 Prepaid expenses 88,596 436,496 Deferred offering costs 96,050 100,337 Others 1,665 25,052 Prepaid expenses, other current assets $ 198,024 $ 598,342

INTANGIBLE ASSET (Tables)

INTANGIBLE ASSET (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF FUTURE AMORTIZATION EXPENSE	The estimated annual amortization expense for the next five years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE Period ending: Amount Remaining 2023 $ 334,748 2024 669,496 2025 669,496 2026 669,496 2027 669,496 Subsequent years 10,042,444 Total $ 13,055,176

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2023 December 31, 2022 Accounts payable $ 574,207 $ 498,188 Accrued expenses 445,647 365,521 Payroll liabilities 391,732 - Other 143,221 284,030 Accounts payable and accrued liabilities $ 1,554,807 $ 1,147,739

DEBENTURES (Tables)

DEBENTURES (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING DEBENTURES	The following table summarizes the outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate June 30, 2023 December 31, 2022 Principal (First Tranche Debentures) 12/31/2024 5.00 8.00 % $ 14,025,000 $ 14,025,000 Principal (Second Tranche Debentures) 17/07/2025 5.00 8.00 % 5,076,923 - Repayments and conversions (6,139,350 ) (2,955,000 ) Debt issuance costs and discounts (Note 7 & 9) (7,787,435 ) (7,128,084 ) Total Debentures (current) $ 5,175,138 $ 3,941,916

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
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 the Company’s financial instruments for the six months ended June 30, 2023 and 2022 were as follows: SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2023 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Additions 45,120 2,378,000 1,599,000 4,022,120 Conversions - - (194,492 ) (194,492 ) Change in fair value (167,527 ) (4,579,136 ) (1,086,362 ) (5,833,025 ) Effect of exchange rate changes 8,903 (10,864 ) 29,854 27,893 Balance at June 30, 2023 $ 161,611 $ 705,000 $ 1,805,000 $ 2,671,611 Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2022 $ 1,418,964 $ - $ - $ 1,418,964 Additions - 4,080,958 3,336,535 7,417,493 Change in fair value (218,462 ) - - (218,462 ) Effect of exchange rate changes (27,216 ) - - (27,216 ) Balance at June 30, 2022 $ 1,173,286 $ 4,080,958 $ 3,336,535 $ 8,590,779

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE	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 ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2023 June 30, 2022 Warrants 13,537,969 9,876,680 Options 1,339,024 641,730 Convertible debentures 45,250,548 6,317,567 Total anti-dilutive weighted average shares 60,127,541 16,835,977

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2023
Leases
SCHEDULE OF LEASE EXPENSES	The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Six months ended June 30, 2023 Six months ended June 30, 2022 Operating lease cost $ 145,795 $ 152,072 Short-term lease cost 3,479 7,363 Total lease expenses $ 149,274 $ 159,435
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE	The minimum future annual payments under the lease for our continuing operations as at June 30 is as follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE Remaining 2023 $ 139,347 2024 286,847 2025 303,155 2026 303,155 2027 303,155 Subsequent years 530,521 Total minimum lease payments 1,866,180 Less: imputed interest (394,835 ) Total lease liability 1,471,345 Current portion of lease liability (280,052 ) Non-current portion of lease liability $ 1,191,293

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
SUMUMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING	The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2023: SUMUMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING Remaining 2023 $ 5,348,538 2024 6,395,573 2025 1,218,462 Long Term Debt $ 12,962,573

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 2,526,972	$ 3,442,585	$ 4,247,025	$ 6,723,871
Net cash used in operating activities			4,339,996	$ 5,058,002
Working captial deficit	$ 5,500,000		$ 5,500,000

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Jun. 30, 2023
Accounting Policies [Abstract]
Estimated useful lives	20 years

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deposits		$ 12,000
Legal retainer	11,713	24,457
Prepaid expenses	88,596	436,496
Deferred offering costs	96,050	100,337
Others	1,665	25,052
Prepaid expenses, other current assets	$ 198,024	$ 598,342

PREPAID EXPENSES, OTHER CURRE_3

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Aug. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Sep. 09, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Wrote off non-refundable deposit				$ 12,000
Deposits							$ 12,000
Land deposits							$ 2,085,960
Purchase and Sale Agreement [Member] | Stronghold Power System, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to acquire land	$ 4,300,000
Cash						$ 1,500,000
Purchase and Sale Agreement [Member] | Stronghold Power System, Inc. [Member] | First Stock Deposits [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits								$ 1,700,000
Warrants issued								695,866
Purchase and Sale Agreement [Member] | Stronghold Power System, Inc. [Member] | Second Stock Deposits [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits								$ 1,100,000
Warrants issued								450,266

ADVANCE (Details Narrative)

ADVANCE (Details Narrative) - USD ($)			3 Months Ended	6 Months Ended
	Jun. 26, 2023	Jun. 18, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Advance				$ 225,000
Stock issued and outstanding			$ 299,599	$ 299,599
Radical Clean Solutions Ltd [Member]
Advance		$ 225,000
Stock issued and outstanding	$ 225,000
Issued and outstanding common stock, percentage	14%
Equity Method Investment, Ownership Percentage		10%

SCHEDULE OF FUTURE AMORTIZATION

SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details)	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2023	$ 334,748
2024	669,496
2025	669,496
2026	669,496
2027	669,496
Subsequent years	10,042,444
Total	$ 13,055,176

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 13,055,176		$ 13,055,176		$ 13,089,377
Number of shares issued | shares			2,147,465
Stock issued during period value new issues	299,599		$ 299,599
Adjusted for foreign exchange adjustments	$ 196,119	$ (21,192)	$ 311,005	$ (33,093)
Unconverted prefunded warrants outstanding | shares	5,232,504		5,232,504
Useful life	20 years		20 years
Prefunded Warrants [Member]
Finite-Lived Intangible Assets [Line Items]
Cash	$ 1,475,000		$ 1,475,000
Number of shares issued | shares			7,379,969
Stock issued during period value new issues			$ 12,106,677
Adjusted for foreign exchange adjustments			$ 191,753		492,300
Foreign currency exchange rate	0.0999		0.0999
Manna Nutritional Group LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense			$ 334,748
Asset Purchase Agreement [Member] | Manna Nutritional Group LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 13,055,176		$ 13,055,176		$ 13,089,377

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 574,207	$ 498,188
Accrued expenses	445,647	365,521
Payroll liabilities	391,732
Other	143,221	284,030
Accounts payable and accrued liabilities	$ 1,554,807	$ 1,147,739

SCHEDULE OF OUTSTANDING DEBENTU

SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debentures (gross)	$ (6,139,350)	$ (2,955,000)
Debentures (gross)	(7,787,435)	(7,128,084)
Debentures (gross)	$ 5,175,138	3,941,916
Share-Based Payment Arrangement, Tranche One [Member]
Debt Instrument [Line Items]
Maturity Date	Dec. 31, 2024
Debentures (gross)	$ 14,025,000	14,025,000
Share-Based Payment Arrangement, Tranche One [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share-Based Payment Arrangement, Tranche One [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%
Share-Based Payment Arrangement, Tranche Two [Member]
Debt Instrument [Line Items]
Debentures (gross)	$ 5,076,923
Maturity Date	17/07/2025
Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share-Based Payment Arrangement, Tranche Two [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%

DEBENTURES (Details Narrative)

DEBENTURES (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended
	Jun. 26, 2023	Jan. 17, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 29, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Debentures transaction costs incurred				$ 5,175,138		$ 5,175,138			$ 3,941,916
Loss on conversion of convertible debentures				$ (13,902)		(433,605)
Investors [Member]
Short-Term Debt [Line Items]
Exercise price of warrants		$ 1.24
Debt instrument converted value						$ 1,442,400
Debt instrument converted shares						37,532
Loss on conversion of convertible debentures						$ 433,605
Definitive Agreement [Member] | Investors [Member]
Short-Term Debt [Line Items]
Aggregate purchase price			$ 14,025,000		$ 14,025,000		$ 14,025,000
Original issue discount percentage		10%	10%		10%		10%
Proceeds from issuance of debt		$ 4,615,385	$ 12,750,000
Conversion price		$ 1.24	$ 2.22		$ 2.22		$ 2.22
Investors received warrants		2,661,289	4,106,418		4,106,418		4,106,418
Exercise price of warrants		$ 1.24	$ 2.442		$ 2.442		$ 2.442
Warrants expire date		Dec. 31, 2025	Dec. 31, 2025
Debentures transaction costs incurred			$ 1,634,894		$ 1,634,894		$ 1,634,894
Purchase of additional tranches		$ 5,076,923	5,000,000		5,000,000		5,000,000
Debt instrument interest rate percentage		8%
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%
Definitive Agreement [Member] | Investors [Member] | Additional Tranches [Member]
Short-Term Debt [Line Items]
Aggregate purchase price			$ 33,000,000		$ 33,000,000		$ 33,000,000
Securities Purchase Agreement [Member] | Accredited Investors [Member]
Short-Term Debt [Line Items]
Transaction costs		$ 325,962
Waiver and Amendment Agreements [Member]
Short-Term Debt [Line Items]
Aggregate purchase price	$ 1,000,000
Proceeds from issuance of debt	$ 1,000,000
Conversion price	$ 0.45
Exercise price of warrants	$ 0.50
Proceeds from issuance of debt, percentage	100%
Threshold percentage	33%
Purchase price per share	$ 0.25
Warrants and Rights Outstanding, Term	2 years
Waiver and Amendment Agreements [Member] | First and Second Tranche Warrants [Member]
Short-Term Debt [Line Items]
Exercise price of warrants								$ 0.30
Waiver and Amendment Agreements [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Tranches closing value	$ 5,000,000
Waiver and Amendment Agreements [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Tranches closing value	$ 2,500,000
Waiver and Amendment Agreements [Member] | Investors [Member]
Short-Term Debt [Line Items]
Threshold percentage	67%

LONG TERM LOAN (Details Narrati

LONG TERM LOAN (Details Narrative)	1 Months Ended		6 Months Ended	12 Months Ended
	Apr. 30, 2021 USD ($)	Apr. 30, 2021 CAD ($)	Jun. 30, 2023 CAD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CAD ($)	Dec. 31, 2022 CAD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Long term loans payable				$ 44,300	$ 45,317	$ 60,000	$ 60,000
Alterna Bank [Member] | Loan Agreement [Member]
Debt principal amount				29,533				$ 30,211	$ 40,000
Proceeds from loan	$ 15,106	$ 20,000		$ 14,767
Debt, maturity date			Dec. 31, 2023
Debt instrument, forgiveness			$ 20,000
Debt instrument, interest rate					5%	5%
Debt, maturity date description			January 31, 2024 to December 31, 2025.

SCHEDULE OF CHANGES IN THE FAIR

SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2022	$ 4,649,115	$ 1,418,964
Additions	4,022,120	7,417,493
Conversions	(194,492)
Change in fair value	(5,833,025)	(218,462)
Effect of exchange rate changes	27,893	(27,216)
Balance at June 30, 2022	2,671,611	8,590,779
Equity Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2022	275,115	1,418,964
Additions	45,120
Conversions
Change in fair value	(167,527)	(218,462)
Effect of exchange rate changes	8,903	(27,216)
Balance at June 30, 2022	161,611	1,173,286
Debenture Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2022	2,917,000
Additions	2,378,000	4,080,958
Conversions
Change in fair value	(4,579,136)
Effect of exchange rate changes	(10,864)
Balance at June 30, 2022	705,000	4,080,958
Debenture Convertible Feature [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2022	1,457,000
Additions	1,599,000	3,336,535
Conversions	(194,492)
Change in fair value	(1,086,362)
Effect of exchange rate changes	29,854
Balance at June 30, 2022	$ 1,805,000	$ 3,336,535

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)			6 Months Ended	12 Months Ended
	Jun. 20, 2023 USD ($) $ / shares shares	Jan. 17, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares			$ 0.23	$ 1.13
Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares		$ 1.21	$ 0.23
Fair Value, Inputs, Level 3 [Member] | First Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of warrants			$ 422,000	$ 2,917,000
Fair Value, Inputs, Level 3 [Member] | Second Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of warrants		$ 2,378,000	283,000
Fair Value, Inputs, Level 3 [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures			1,056,000	$ 1,457,000
Fair Value, Inputs, Level 3 [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures		$ 1,599,000	$ 749,000
Measurement Input, Price Volatility [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected volatility			65	95
Measurement Input, Price Volatility [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected volatility		95	65
Measurement Input, Risk Free Interest Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected volatility			5.27	4.41
Measurement Input, Risk Free Interest Rate [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected volatility		4.02	4.87
Measurement Input, Expected Term [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term			1 year 6 months	2 years
Measurement Input, Expected Term [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term		2 years 6 months	2 years 18 days
Measurement Input, Discount Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected volatility			15.29	13.65
Measurement Input, Discount Rate [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected volatility		11.65	14.96
Private Placement [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	1,000,000
Fair value of warrants	$ 45,120		$ 35,867
Private Placement [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares	$ 0.25		$ 0.23
Private Placement [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return	65		65
Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return	4.58		4.58
Private Placement [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term	2 years		2 years
IPO [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of warrants				$ 275,115
IPO [Member] | Fair Value, Inputs, Level 1 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of warrants			$ 125,744
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
First Tranche 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
First Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares			$ 0.23	$ 1.13
First Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return			65	95
First Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return			4.68	4.22
First Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term			2 years 6 months	3 years
Second Tranche 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			2,661,289
Second Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares		$ 1.21	$ 0.23
Second Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return		95	65
Second Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return		3.80	4.49
Second Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term		3 years 6 months	3 years 18 days

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	60,127,541	16,835,977
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	13,537,969	9,876,680
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	1,339,024	641,730
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	45,250,548	6,317,567

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 20, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued					2,147,465
Stock issued, value			$ 26,000	$ 560,591	$ 53,735	$ 648,662
Payments of stock issuance costs					16,142
Stock based compensation			$ 107,320	$ 56,390	$ 283,299	$ 214,372
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation	$ 97,837
Obligation to issue shares	424,564
Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right number of securities called by warrants or rights		1,000,000
Total consideration		$ 250,000
Fair value of warrant amount		$ 45,120
Private Placement [Member] | Measurement Input, Share Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant strike price		$ 0.50
ATM [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued					1,073,770
Stock issued, value					$ 315,741
Payments of stock issuance costs					$ 16,142

SCHEDULE OF LEASE EXPENSES (Det

SCHEDULE OF LEASE EXPENSES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating lease cost	$ 145,795	$ 152,072
Short-term lease cost	3,479	7,363
Total lease expenses	$ 149,274	$ 159,435

SCHEDULE OF FUTURE PAYMENTS UND

SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases
Remaining 2023	$ 139,347
2024	286,847
2025	303,155
2026	303,155
2027	303,155
Subsequent years	530,521
Total minimum lease payments	1,866,180
Less: imputed interest	(394,835)
Total lease liability	1,471,345
Current portion of lease liability	(280,052)	$ (271,110)
Non-current portion of lease liability	$ 1,191,293	$ 1,250,060

LEASES (Details Narrative)

LEASES (Details Narrative)	Jun. 30, 2023 USD ($)
Leases
Operating lease for office remaining lease term	7 years
Operating lease discount rate	7%
Finance leases	$ 0

SUMUMARY OF FUTURE PRINCIPAL PA

SUMUMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING (Details)	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2023	$ 5,348,538
2024	6,395,573
2025	1,218,462
Long Term Debt	$ 12,962,573

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)												3 Months Ended	6 Months Ended
	Aug. 02, 2023	Aug. 01, 2023	Jul. 31, 2023	Jul. 25, 2023	Jul. 21, 2023	Jul. 21, 2023	Jul. 20, 2023	Jul. 19, 2023	Jul. 13, 2023	Jul. 06, 2023	Jul. 01, 2023	Jun. 30, 2023	Jun. 30, 2023	Jan. 17, 2023
Subsequent Event [Line Items]
Number of shares issued													2,147,465
Shares issued for cash, net of issuance costs (Note 10)												$ 299,599	$ 299,599
Investors [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights														$ 1.24
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued	57,787	1,963,549	763,371	4,955		11,908	189,556	763,334
Shares issued for cash, net of issuance costs (Note 10)	$ 6,946	$ 296,692	$ 99,620	$ 699		$ 1,696	$ 27,031	$ 119,996
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 0.14	$ 0.15
Warrant excercise price, per share	$ 0.12		$ 0.13
Subsequent Event [Member] | Investor [Member]
Subsequent Event [Line Items]
Number of shares issued	660,361	5,478,056
Issuance of the remaining shares		1,978,174
Subsequent Event [Member] | Prefunded Warrants [Member] | Manna Nutritional Group LLC [Member]
Subsequent Event [Line Items]
Number of shares issued upon exercise of warrants											395,403
Subsequent Event [Member] | Investors [Member]
Subsequent Event [Line Items]
Shares issued for consulting services, shares											3,432,261
Number of shares issued upon exercise of warrants									479,800	832,261
Subsequent Event [Member] | Consultant [Member]
Subsequent Event [Line Items]
Shares issued for consulting services, shares					12,500						5,000
Subsequent Event [Member] | Officers [Member]
Subsequent Event [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture					375,906