AgriFORCE Growing Systems (AGRI) 10-Q 2 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 02, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
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	800 – 525 West 8th Avenue
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5Z 1C6
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		1,413,511
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		Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Current
Cash and cash equivalents		$ 586,565	$ 2,269,320
Other receivable		74,735	48,941
Prepaid expenses and other current assets (Note 3)		242,033	598,342
Inventories (Note 4)		38,167
Advance (Note 5)		218,934
Total current assets		1,160,434	2,916,603
Non-current
Property and equipment, net		92,482	121,672
Intangible asset (Note 6)		12,620,896	13,089,377
Operating lease right-of-use asset		1,406,060	1,540,748
Construction in progress		2,056,459	2,092,533
Land deposit (Note 3)			2,085,960
Total assets		17,336,331	21,846,893
Current
Accounts payable and accrued liabilities (Note 7)		1,891,589	1,147,739
Debentures (Note 8 and 14)		4,669,944	3,941,916
Contract liabilities (Note 9)		23,262
Lease liability – current (Note 13)		275,584	271,110
Total current liabilities		6,860,379	5,360,765
Non-current
Lease liability – non-current (Note 13)		1,122,692	1,250,060
Derivative liabilities (Note 11)		1,958,568	4,649,115
Long term loan (Note 10)		44,379	44,300
Total liabilities		9,986,018	11,304,240
Commitments and contingencies (Note 14)
Shareholders’ equity
Common shares, no par value per share – unlimited shares authorized; 1,071,516 and 315,916 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	[1]	41,891,730	27,142,762
Obligation to issue shares		44,214
Additional paid-in-capital		6,486,532	16,816,695
Accumulated deficit		(40,514,172)	(32,774,094)
Accumulated other comprehensive income		(557,991)	(642,710)
Total shareholders’ equity		7,350,313	10,542,653
Total liabilities and shareholders’ equity		$ 17,336,331	$ 21,846,893
[1]reflects the 1:50 reverse stock split

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	1,071,516	315,916
Common stock, shares outstanding	1,071,516	315,916

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
OPERATING EXPENSES
Wages and salaries		$ 603,242	$ 695,510	$ 2,319,026	$ 2,521,164
Consulting		147,190	522,576	1,032,210	2,030,994
Professional fees		277,694	1,177,236	1,026,044	2,058,636
Office and administrative		191,829	356,408	821,358	987,298
Share based compensation		80,537	169,020	565,861	705,882
Depreciation and amortization		172,096	6,714	512,695	15,706
Investor and public relations		61,319	111,499	451,184	718,423
Lease expense		73,261	79,293	222,535	238,728
Sales and marketing		11,242	95,750	173,568	186,132
Shareholder and regulatory		35,857	28,431	114,674	175,094
Travel and entertainment		3,813	55,904	104,938	214,725
Research and development		(27,046)	110,916	22,312	537,772
Operating loss		(1,631,034)	(3,409,257)	(7,366,405)	(10,390,554)
OTHER EXPENSES
Accretion of interest on debentures (Note 8)		2,064,936	1,688,672	6,045,214	1,688,672
Loss (gain) on conversion of convertible debt (Note 8)		108,125	(93,973)	541,730	(93,973)
Change in fair value of derivative liabilities (Note 11)		(326,042)	(1,465,027)	(6,159,067)	(1,683,489)
Foreign exchange loss (gain)		25,472	(104,468)	(1,317)	(143,432)
Write-off of deposit (Note 3)				12,000
Other income		(10,472)	(37,831)	(64,887)	(37,831)
Net loss		(3,493,053)	(3,396,630)	(7,740,078)	(10,120,501)
Other comprehensive income (loss)
Foreign currency translation		(226,286)	(566,414)	84,719	(599,507)
Comprehensive loss attributable to common shareholders		$ (3,719,339)	$ (3,963,044)	$ (7,655,359)	$ (10,720,008)
Basic net loss attributed to common share	[1]	$ (4.03)	$ (8.31)	$ (12.58)	$ (29.07)
Diluted net loss attributed to common share	[1]	$ (4.03)	$ (8.31)	$ (12.58)	$ (29.07)
Weighted average number of common shares outstanding - basic	[1]	867,110	408,702	615,152	348,133
Weighted average number of common shares outstanding - diluted	[1]	867,110	408,702	615,152	348,133
[1]reflects the 1:50 reverse stock split

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parenthetical)	Oct. 11, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split	1:50 reverse stock split

Condensed Consolidated Interi_5

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	[1]	$ 2,203,343	$ 93,295	$ (19,900,992)	$ (33,086)	$ 8,000,103
Balance, shares at Dec. 31, 2021	[1]	303,534
Shares issued for conversion of convertible debt		$ 131,532	[1]					131,532
Shares issued for conversion of convertible debt, shares	[1]	1,351
Shares issued for compensation		$ 432,054	[1]					432,054
Shares issued for compensation, shares	[1]	3,692
Shares issued for consulting services		$ 801,457	[1]		(93,295)			708,162
Shares issued for consulting services, shares	[1]	5,195
Share based compensation			[1]	282,828				282,828
Net loss			[1]			(10,120,501)		(10,120,501)
Foreign currency translation			[1]				(599,507)	(599,507)
Prefunded warrants issued			[1]	11,082,546				11,082,546
Balance at Sep. 30, 2022		$ 27,002,586	[1]	13,568,717		(30,021,493)	(632,593)	9,917,217
Balance, shares at Sep. 30, 2022	[1]	313,772
Balance at Dec. 31, 2021		$ 25,637,543	[1]	2,203,343	93,295	(19,900,992)	(33,086)	8,000,103
Balance, shares at Dec. 31, 2021	[1]	303,534
Balance at Dec. 31, 2022		$ 27,142,762	[1]	16,816,695		(32,774,094)	(642,710)	10,542,653
Balance, shares at Dec. 31, 2022	[1]	315,916
Balance at Jun. 30, 2022		$ 26,710,990	[1]	10,123,315		(26,624,863)	(66,179)	10,143,263
Balance, shares at Jun. 30, 2022	[1]	310,293
Shares issued for conversion of convertible debt		$ 131,532	[1]					131,532
Shares issued for conversion of convertible debt, shares	[1]	1,351
Shares issued for compensation		$ 100,564	[1]					100,564
Shares issued for compensation, shares	[1]	1,528
Shares issued for consulting services		$ 59,500	[1]					59,500
Shares issued for consulting services, shares	[1]	600
Share based compensation			[1]	68,456				68,456
Net loss			[1]			(3,396,630)		(3,396,630)
Foreign currency translation			[1]				(566,414)	(566,414)
Prefunded warrants issued			[1]	3,376,946				3,376,946
Balance at Sep. 30, 2022		$ 27,002,586	[1]	13,568,717		(30,021,493)	(632,593)	9,917,217
Balance, shares at Sep. 30, 2022	[1]	313,772
Balance at Dec. 31, 2022		$ 27,142,762	[1]	16,816,695		(32,774,094)	(642,710)	10,542,653
Balance, shares at Dec. 31, 2022	[1]	315,916
Shares issued for conversion of convertible debt		$ 4,756,872	[1]					4,756,872
Shares issued for conversion of convertible debt, shares	[1]	472,431
Shares issued for compensation		$ 311,190	[1]		44,214			355,404
Shares issued for compensation, shares	[1]	35,007
Shares issued for cash, net of issuance costs		$ 939,695	[1]					$ 939,695
Shares issued for cash, net of issuance costs, shares		124,652	[1]					102,610
Shares issued for consulting services		$ 80,885	[1]					$ 80,885
Shares issued for consulting services, shares	[1]	900
Shares issued on conversion of vested prefunded warrants		$ 8,455,446	[1]	(8,455,446)
Shares issued on conversion of vested prefunded warrants, shares	[1]	102,610
Share based compensation			[1]	211,243				211,243
Net loss			[1]			(7,740,078)		(7,740,078)
Foreign currency translation			[1]				84,719	84,719
Shares issued in private placement		$ 204,880	[1]					204,880
Shares issued in private placement, shares	[1]	20,000
Cancelled prefunded warrants			[1]	(2,085,960)				(2,085,960)
Balance at Sep. 30, 2023		$ 41,891,730	[1]	6,486,532	44,214	(40,514,172)	(557,991)	7,350,313
Balance, shares at Sep. 30, 2023	[1]	1,071,516
Balance at Jun. 30, 2023		$ 33,086,067	[1]	11,478,156	97,837	(37,021,119)	(331,705)	7,309,236
Balance, shares at Jun. 30, 2023	[1]	454,335
Shares issued for conversion of convertible debt		$ 3,013,171	[1]					3,013,171
Shares issued for conversion of convertible debt, shares	[1]	422,104
Shares issued for compensation		$ 205,678	[1]		(53,623)			152,055
Shares issued for compensation, shares	[1]	31,890
Shares issued for cash, net of issuance costs		$ 640,096	[1]					640,096
Shares issued for cash, net of issuance costs, shares	[1]	103,177
Shares issued for consulting services		$ 27,150	[1]					27,150
Shares issued for consulting services, shares	[1]	350
Shares issued on conversion of vested prefunded warrants		$ 4,919,568	[1]	(4,919,568)
Shares issued on conversion of vested prefunded warrants, shares	[1]	59,660
Share based compensation			[1]	(72,056)				(72,056)
Net loss			[1]			(3,493,053)		(3,493,053)
Foreign currency translation			[1]				(226,286)	(226,286)
Balance at Sep. 30, 2023		$ 41,891,730	[1]	$ 6,486,532	$ 44,214	$ (40,514,172)	$ (557,991)	$ 7,350,313
Balance, shares at Sep. 30, 2023	[1]	1,071,516
[1]reflects the 1:50 reverse stock split

Condensed Consolidated Interi_6

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical)	Oct. 11, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split	1:50 reverse stock split

Condensed Consolidated Interi_7

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (7,740,078)	$ (10,120,501)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	512,695	15,706
Share based compensation	211,243	282,828
Shares issued for consulting services	80,885	708,162
Shares issued for compensation	355,404	432,054
Loss (gain) on debt conversion	541,730	(93,973)
Amortization of debt issuance costs	5,873,396	1,515,296
Change in fair value of derivative liabilities	(6,159,067)	(1,683,489)
Write-off of deposit	12,000
Changes in operating assets and liabilities:
Other receivables	(25,794)	(14,411)
Prepaid expenses and other current assets	344,309	(60,914)
Inventories	(38,167)
Advance	(225,000)
Accounts payable and accrued liabilities	783,725	(35,791)
Right-of-use asset	134,688	249,038
Lease liabilities	(122,894)	(255,731)
Contract liabilities	23,333
Net cash used in operating activities	(5,437,592)	(9,061,726)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment towards acquisition of intangibles		(500,000)
Acquisition of equipment and leasehold improvements		(93,259)
Deposit for purchase of land		20,000
Construction in progress		(50,000)
Net cash used in investing activities		(623,259)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common shares issued for cash	1,342,915
Share issuance costs paid	(153,220)
Proceeds from debentures – net of discount	4,615,385	12,750,000
Repayment of convertible debentures	(1,741,950)	(1,122,000)
Financing costs of debentures	(325,962)	(1,634,894)
Net cash provided by financing activities	3,737,168	9,993,106
Effect of exchange rate changes on cash and cash equivalent	17,669	(214,383)
Change in cash	(1,682,755)	93,738
Cash, beginning of period	2,269,320	7,775,290
Cash, end of period	586,565	7,869,028
Supplemental cash flow information:
Cash paid during the period for interest	171,818	173,376
Supplemental disclosure of non-cash investing and financing transactions
Shares issued for conversion of convertible debt	4,756,872	131,532
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
Fair value of debenture warrants (“First Tranche Warrants”)		4,342,877
Fair value of conversion feature of debentures (“First Tranche Debentures”)		2,249,000
Prefunded warrants issued related to intangible assets		8,996,586
Prefunded warrants issued related to land deposit		2,085,960
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	9 Months Ended
	Sep. 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) th 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 September 30, 2023 and December 31, 2022, and the results of its operations and cash flows during the three and nine months ended September 30, 2023 and 2022. Such adjustments are of a normal and recurring nature. The results for the nine months ended September 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 nine months ended September 30, 2023, the Company had a net loss of $ 7.7 5.4 5.7 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. Reverse Stock Split On October 11, 2023, the Company executed a one-for-fifty reverse stock split of the Company’s common shares (the “Reverse Split”). As a result of the Reverse Split, every 50 shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the reverse split were rounded up to the nearest whole number. The Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to October 11, 2023 have been adjusted to reflect the Reverse Split on a retroactive basis.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 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 nine months ended September 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. Inventories Inventories consist of finished goods of milled flour and related packaging material recorded at the lower of cost or net realizable value with the cost measured using the average cost method. Inventories includes all costs that relate to bringing the inventory to its present condition and location under normal operating conditions. Revenue Recognition Product revenue includes sales from hydroxyl generators. We recognize product revenue when we satisfy performance obligations by transferring control of the promised products or services to customers. Product revenue is recognized at a point in time when a good is shipped or delivered to the customer. Contract Balances We recognize a receivable when the Company has a right to consideration for which the Company has completed the performance obligations and only the passage of time is required before payment of that consideration is due. We recognize a contract asset when revenue is recognized prior to invoicing. We recognize a contract liability when a customer provides payment to the Company for a performance obligation not yet satisfied. Payment terms generally require payments within 30 days. 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. Reclassifications The Company has reclassified certain amounts in the 2022 consolidated financial statements to comply with the 2023 presentation.

PREPAID EXPENSES, OTHER CURRENT

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT	9 Months Ended
	Sep. 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 September 30, 2023 December 31, 2022 Prepaid expenses $ 169,448 $ 436,496 Legal retainer 30,811 24,457 Inventory advances 36,107 - Deferred offering costs - 100,337 Deposits - 12,000 Others 5,667 25,052 Prepaid expenses, other current assets $ 242,033 $ 598,342 The Company wrote off a non-refundable deposit amounting to $ 12,000 Inventory advances represent payments made to manufacturers for goods not received. 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 13,917 (iii) A second stock deposit $ 1,100,000 9,005 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.

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES As at September 30, 2023, the Company had $ 38,167 (December 31, 2022 - nil) in finished goods. At the end of each reporting period, inventories are reviewed to ensure that they are recorded at the lower of cost and net realizable value.

ADVANCE

ADVANCE	9 Months Ended
	Sep. 30, 2023
Advance
ADVANCE	5. ADVANCE On June 18, 2023, the Company signed a memorandum of understanding (“MOU”) with Radical Clean Solutions Ltd. (“RCS”) to advance $ 225,000 to RCS to be used exclusively for the advance purchase of hydroxyl generating devices. On June 26, 2023, the Company advanced $ 225,000 to RCS. The Company has an option to convert the advance into an investment for 14 % of the issued and outstanding common shares of RCS. Upon conversion of the advance into an investment, the Company will receive one of five board of director seats of RCS and will have a right of first refusal to maintain an ownership percentage in RCS of not less than 10 % of the total issued and outstanding common shares. On October 1, 2023 the Company and RCS signed a definitive agreement to convert the advance into a 14% ownership investment in RCS.

INTANGIBLE ASSET

INTANGIBLE ASSET	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	6. INTANGIBLE ASSET Intangible asset represents $ 12,620,896 13,089,377 1,475,000 147,600 12,106,677 469,058 492,300 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 nine months ended September 30, 2023, the Company issued 102,610 44,990 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 20 492,220 The estimated annual amortization expense for the next five years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE Period ending: Amount Remaining 2023 $ 163,908 2024 655,631 2025 655,631 2026 655,631 2027 655,631 Subsequent years 9,834,464 Total $ 12,620,896

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2023 December 31, 2022 Accounts payable $ 623,887 $ 498,188 Accrued expenses 665,696 365,521 Other 602,006 284,030 Accounts payable and accrued liabilities $ 1,891,589 $ 1,147,739

DEBENTURES

DEBENTURES	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBENTURES	8. 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 12,750,000 111.00 82,129 122.10 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 62.00 53,226 62.00 December 31, 2025 62.00 325,962 The First Tranche and Second Tranche Debentures (the “Debentures”) have an interest rate of 5 6 8 th 8 On August 9, 2023, the Company entered into another waiver and amendment agreement (“Agreement”) with the Investors with respect to a certain Senior Convertible Debenture (the “Debentures”) due July 17, 2025 issued by the Company to that Investor. The Agreement provides as follows: 1. The Company wishes to make Monthly Redemptions in shares of the Company’s Common Stock in lieu of cash payments, until further written notice from the Company to the Purchaser. 2 The Purchaser is willing to accept such shares as payment of the Monthly Redemption Amount provided that the Equity Conditions are met; and will consider on a case-by-case basis accepting payments in shares of Common Stock if the Equity Conditions are not met, at its sole discretion. Company may inquire of the Purchaser at least 5 3 The Purchaser will accept the August 1, 2023 Monthly Redemption Amount in shares of Common Stock valued at the August 1 Repayment Price for such date. On August 30, 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 $ 5.50 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 11. The following table summarizes the outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash September 30, December 31, 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 (8,431,581 ) (2,955,000 ) Debt issuance costs and discounts (Note 8 & 11) (6,000,398 ) (7,128,084 ) Total Debentures (current) $ 4,669,944 $ 3,941,916 During the nine months ended September 30, 2023, the Investors converted $ 3,734,631 305,175 541,730 6,045,214

CONTRACT BALANCES

CONTRACT BALANCES	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
CONTRACT BALANCES	9. CONTRACT BALANCES For the nine months ended September 30, 2023 , 23,262 nil

LONG TERM LOAN

LONG TERM LOAN	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
LONG TERM LOAN	10. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 29,586 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 $ 14,793 20,000 14,767 The loan is interest free for an initial term that ends on January 18, 2024 20,000 5 January 19, 2024 to December 31, 2025 The balance as at September 30, 2023 was $ 44,379 60,000 44,300 60,000

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	11. DERIVATIVE LIABILITIES Warrant Liabilities As of September 30, 2023, the Warrant Liabilities represent aggregate fair value of publicly traded 61,765 2,721 82,129 53,226 20,000 The fair value of the Private Placement Warrants amount to $ 2,407 45,120 5.50 12.50 nil nil 59 65.0 4.91 4.58 1.75 2 The fair value of the IPO Warrants and Rep Warrants amount to $ 64,161 275,115 The fair value of the First Tranche Warrants amounted to $ 234,000 2,917,000 5.60 56.50 nil nil 80.0 95.0 4.97 4.22 2.25 3 On January 17, 2023 the Company issued Second Tranche Warrants. As at September 30, 2023 the Second Tranche Warrants had a fair value that amounted to $ 75,000 2,378,000 5.60 60.50 nil nil 80 95.0 4.85 3.80 2.80 3.5 Debenture Convertible Feature On June 30, 2022, the Company issued First Tranche Debentures with an equity conversion feature, see Note 8. As at September 30, 2023 the fair value of the First Tranche Debentures’ convertible feature amounted to $ 887,000 1,457,000 5.60 56.50 nil nil 80.0 95.0 5.35 4.41 16.23 13.65 1.25 2 On January 17, 2023, the Company issued Second Tranche Debentures with an equity conversion feature, see Note 8. As at September 30, 2023 the fair value of the Second Tranche Debentures’ convertible feature amounted to $ 696,000 1,599,000 5.60 60.50 nil nil 80.0 95.0 5.12 4.02 16.01 11.65 1.80 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 nine months ended September 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 - - (529,340 ) (529,340 ) Change in fair value (259,123 ) (4,960,112 ) (939,832 ) (6,159,067 ) Effect of exchange rate changes 5,456 (25,888 ) (3,828 ) (24,260 ) Balance at September 30, 2023 $ 66,568 $ 309,000 $ 1,583,000 $ 1,958,568 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 Conversions - - (63,723 ) (63,723 ) Change in fair value (640,540 ) (191,957 ) (850,992 ) (1,683,489 ) Effect of exchange rate changes (85,547 ) (239,001 ) (172,820 ) (497,368 ) Balance at September 30, 2022 $ 692,877 $ 3,650,000 $ 2,249,000 $ 6,591,877 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	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
SHARE CAPITAL	12. SHARE CAPITAL During the nine months ended September 30, 2023, the Company issued shares for cash under its at-the market agreement (the “ATM”). In total 124,652 1,092,915 153,220 On June 20, 2023 the Company entered in to a private placement agreement issuing 20,000 25.00 250,000 45,120 On September 30, 2023, the Company owed $ 44,214 Obligation to issue shares 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 September 30, 2023 September 30, 2022 Warrants 270,762 197,536 Options 76,185 12,711 Convertible debentures 2,020,390 114,892 Total anti-dilutive weighted average shares 2,367,337 325,139

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
Leases
LEASES	13. LEASES The Company entered an operating lease for office space. As at September 30, 2023, the remaining lease term is six years 7.0 no The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Nine months ended September 30, 2023 Nine months ended September 30, 2022 Operating lease cost $ 219,018 $ 226,098 Short-term lease cost 3,517 12,630 Total lease expenses $ 222,535 $ 238,728 The minimum future annual payments under the lease for our continuing operations as at September 30 is as follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE Remaining 2023 $ 68,896 2024 280,907 2025 296,876 2026 296,876 2027 296,876 Subsequent years 519,533 Total minimum lease payments 1,759,964 Less: imputed interest (361,688 ) Total lease liability 1,398,276 Current portion of lease liability (275,584 ) Non-current portion of lease liability $ 1,122,692 On November 1, 2023, the Company terminated its operating lease of its office space and entered in to a short-term lease.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	14. COMMITMENTS AND CONTINGENCIES Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2023: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING Remaining 2023 $ 3,056,307 2024 6,395,573 2025 1,218,462 Long Term Debt $ 10,670,342 Contingencies Litigation On August 11, 2023, Mr. Ingo Mueller, the former Chief Executive Officer and former director of the Company, filed a claim for wrongful dismissal in the BC Supreme Court. On September 8, 2023, the Company filed a reply to this civil claim. The Company’s reply states that the Company’s position is that Mr. Mueller was terminated for just cause as a result of certain actions taken b y Mr. Mueller which are alleged to constitute breaches of his employment agreement with the Company and violations of the Company’s corporate governance policies. The Company denies any liability to Mr. Mueller in connection with termination of Mr. Mueller’s employment agreement and will vigorously defend the claims made against the Company. The Company has not recorded a liability related to this claim as we do not believe Mr. Mueller has any legal or other grounds to pursue this claim nor that he will have any success whatsoever in pursuing it.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS The Company evaluated subsequent events through November 2, 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 September 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 October 1, 2023, the Company issued 111,419 On October 1, 2023, the Company issued 13,644 The Company intends to vigorously defend itself in this matter; however, we cannot predict the outcome. nil 452,000 On October 18, 2023 one of the Investors purchased an additional tranche totaling $ 2,750,000 in convertible debentures and received 620,230 warrants. The convertible debentures and warrants were issued with an exercise price of $ 2.62 . The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $ 2.62 (Note 8 & 11). On October 23, 2023, the Company issued 37,251 fractional shares due to the round up from the reverse stock split. On October 30, 2023, one of the Investors converted $ 50,000 19,084 On November 1, 2023, the Company issued 160,500

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 nine months ended September 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.
Inventories	Inventories Inventories consist of finished goods of milled flour and related packaging material recorded at the lower of cost or net realizable value with the cost measured using the average cost method. Inventories includes all costs that relate to bringing the inventory to its present condition and location under normal operating conditions.
Revenue Recognition	Revenue Recognition Product revenue includes sales from hydroxyl generators. We recognize product revenue when we satisfy performance obligations by transferring control of the promised products or services to customers. Product revenue is recognized at a point in time when a good is shipped or delivered to the customer. Contract Balances We recognize a receivable when the Company has a right to consideration for which the Company has completed the performance obligations and only the passage of time is required before payment of that consideration is due. We recognize a contract asset when revenue is recognized prior to invoicing. We recognize a contract liability when a customer provides payment to the Company for a performance obligation not yet satisfied. Payment terms generally require payments within 30 days.
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.
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.
Reclassifications	Reclassifications The Company has reclassified certain amounts in the 2022 consolidated financial statements to comply with the 2023 presentation.

PREPAID EXPENSES, OTHER CURRE_2

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT (Tables)	9 Months Ended
	Sep. 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 September 30, 2023 December 31, 2022 Prepaid expenses $ 169,448 $ 436,496 Legal retainer 30,811 24,457 Inventory advances 36,107 - Deferred offering costs - 100,337 Deposits - 12,000 Others 5,667 25,052 Prepaid expenses, other current assets $ 242,033 $ 598,342

INTANGIBLE ASSET (Tables)

INTANGIBLE ASSET (Tables)	9 Months Ended
	Sep. 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 $ 163,908 2024 655,631 2025 655,631 2026 655,631 2027 655,631 Subsequent years 9,834,464 Total $ 12,620,896

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2023 December 31, 2022 Accounts payable $ 623,887 $ 498,188 Accrued expenses 665,696 365,521 Other 602,006 284,030 Accounts payable and accrued liabilities $ 1,891,589 $ 1,147,739

DEBENTURES (Tables)

DEBENTURES (Tables)	9 Months Ended
	Sep. 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 September 30, December 31, 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 (8,431,581 ) (2,955,000 ) Debt issuance costs and discounts (Note 8 & 11) (6,000,398 ) (7,128,084 ) Total Debentures (current) $ 4,669,944 $ 3,941,916

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 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 nine months ended September 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 - - (529,340 ) (529,340 ) Change in fair value (259,123 ) (4,960,112 ) (939,832 ) (6,159,067 ) Effect of exchange rate changes 5,456 (25,888 ) (3,828 ) (24,260 ) Balance at September 30, 2023 $ 66,568 $ 309,000 $ 1,583,000 $ 1,958,568 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 Conversions - - (63,723 ) (63,723 ) Change in fair value (640,540 ) (191,957 ) (850,992 ) (1,683,489 ) Effect of exchange rate changes (85,547 ) (239,001 ) (172,820 ) (497,368 ) Balance at September 30, 2022 $ 692,877 $ 3,650,000 $ 2,249,000 $ 6,591,877

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	9 Months Ended
	Sep. 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 September 30, 2023 September 30, 2022 Warrants 270,762 197,536 Options 76,185 12,711 Convertible debentures 2,020,390 114,892 Total anti-dilutive weighted average shares 2,367,337 325,139

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
Leases
SCHEDULE OF LEASE EXPENSES	The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Nine months ended September 30, 2023 Nine months ended September 30, 2022 Operating lease cost $ 219,018 $ 226,098 Short-term lease cost 3,517 12,630 Total lease expenses $ 222,535 $ 238,728
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE	The minimum future annual payments under the lease for our continuing operations as at September 30 is as follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE Remaining 2023 $ 68,896 2024 280,907 2025 296,876 2026 296,876 2027 296,876 Subsequent years 519,533 Total minimum lease payments 1,759,964 Less: imputed interest (361,688 ) Total lease liability 1,398,276 Current portion of lease liability (275,584 ) Non-current portion of lease liability $ 1,122,692

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING	The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2023: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING Remaining 2023 $ 3,056,307 2024 6,395,573 2025 1,218,462 Long Term Debt $ 10,670,342

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 3,493,053	$ 3,396,630	$ 7,740,078	$ 10,120,501
Net cash used in operating activities			5,437,592	$ 9,061,726
Working captial deficit	$ 5,700,000		$ 5,700,000

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Sep. 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 ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 169,448	$ 436,496
Legal retainer	30,811	24,457
Inventory advances	36,107
Deferred offering costs		100,337
Deposits		12,000
Others	5,667	25,052
Prepaid expenses, other current assets	$ 242,033	$ 598,342

PREPAID EXPENSES, OTHER CURRE_3

PREPAID EXPENSES, OTHER CURRENT ASSETS AND LAND DEPOSIT (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 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								13,917
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								9,005

INVENTORIES (Details Narrative)

INVENTORIES (Details Narrative)	Sep. 30, 2023 USD ($)
Inventory Disclosure [Abstract]
Inventory, Finished Goods, Gross	$ 38,167

ADVANCE (Details Narrative)

ADVANCE (Details Narrative) - USD ($)	Jun. 26, 2023	Jun. 18, 2023
Payable, Investment, Purchase	$ 225,000	$ 225,000
Radical Clean Solutions Ltd [Member] | Maximum [Member]
Equity Method Investment, Ownership Percentage		14%
Radical Clean Solutions Ltd [Member] | Minimum [Member]
Equity Method Investment, Ownership Percentage		10%

SCHEDULE OF FUTURE AMORTIZATION

SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details)	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2023	$ 163,908
2024	655,631
2025	655,631
2026	655,631
2027	655,631
Subsequent years	9,834,464
Total	$ 12,620,896

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 12,620,896		$ 12,620,896		$ 13,089,377
Number of shares issued | shares			102,610
Stock issued during period value new issues	640,096		$ 939,695
Adjusted for foreign exchange adjustments	$ (226,286)	$ (566,414)	$ 84,719	$ (599,507)
Unconverted prefunded warrants outstanding | shares	44,990		44,990
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			147,600
Stock issued during period value new issues			$ 12,106,677
Adjusted for foreign exchange adjustments			$ 469,058		492,300
Foreign currency exchange rate	0.0999		0.0999
Manna Nutritional Group LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense			$ 492,220
Asset Purchase Agreement [Member] | Manna Nutritional Group LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 12,620,896		$ 12,620,896		$ 13,089,377

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 623,887	$ 498,188
Accrued expenses	665,696	365,521
Other	602,006	284,030
Accounts payable and accrued liabilities	$ 1,891,589	$ 1,147,739

SCHEDULE OF OUTSTANDING DEBENTU

SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Repayments and conversions	$ (8,431,581)	$ (2,955,000)
Debt issuance costs and discounts	(6,000,398)	(7,128,084)
Total Debentures (current)	$ 4,669,944	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)			3 Months Ended		9 Months Ended
	Jan. 17, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Integer	Sep. 30, 2022 USD ($)	Aug. 30, 2023 $ / shares	Dec. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Debentures transaction costs incurred			$ 4,669,944		$ 4,669,944			$ 3,941,916
Purchaser trading days | Integer					5
Loss on conversion of convertible debentures			(108,125)	$ 93,973	$ (541,730)	$ 93,973
Accretion in interest			$ 2,064,936	$ 1,688,672	6,045,214	$ 1,688,672
Investors [Member]
Short-Term Debt [Line Items]
Exercise price of warrants | $ / shares	$ 62
Debt instrument converted value					3,734,631
Debt instrument converted shares					305,175
Loss on conversion of convertible debentures					$ 541,730
Definitive Agreement [Member] | Investors [Member]
Short-Term Debt [Line Items]
Debt principal amount		$ 14,025,000
Original issue discount percentage	10%	10%
Gross proceeds of debt	$ 4,615,385	$ 12,750,000
Convertible into common shares per share | $ / shares	$ 62	$ 111
Investors received warrants | shares	53,226	82,129
Exercise price of warrants | $ / shares	$ 62	$ 122.10
Warrants expire date	Dec. 31, 2025	Dec. 31, 2025
Debentures transaction costs incurred		$ 1,634,894
Purchase of additional tranches	$ 5,076,923	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]
Debt principal amount		$ 33,000,000
Securities Purchase Agreement [Member] | Accredited Investors [Member]
Short-Term Debt [Line Items]
Transaction costs	$ 325,962
Waiver and Amendment Agreements [Member] | First And Second Tranche Warrants [Member}
Short-Term Debt [Line Items]
Exercise price of warrants | $ / shares							$ 5.50

CONTRACT BALANCES (Details Narr

CONTRACT BALANCES (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contact balances	$ 23,262

LONG TERM LOAN (Details Narrati

LONG TERM LOAN (Details Narrative)	1 Months Ended		9 Months Ended	12 Months Ended
	Apr. 30, 2021 USD ($)	Apr. 30, 2021 CAD ($)	Sep. 30, 2023 CAD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 CAD ($)	Dec. 31, 2022 CAD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Long term loans payable				$ 44,300	$ 44,379	$ 60,000	$ 60,000
Alterna Bank [Member] | Loan Agreement [Member]
Debt principal amount				29,533				$ 29,586	$ 40,000
Proceeds from loan	$ 14,793	$ 20,000		$ 14,767
Debt, maturity date			Jan. 18, 2024
Debt instrument, forgiveness			$ 20,000
Debt instrument, interest rate					5%	5%
Debt, maturity date description			January 19, 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 ($)	9 Months Ended
	Sep. 30, 2023	Sep. 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	(529,340)	(63,723)
Change in fair value	(6,159,067)	(1,683,489)
Effect of exchange rate changes	(24,260)	(497,368)
Balance at September 30, 2022	1,958,568	6,591,877
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	(259,123)	(640,540)
Effect of exchange rate changes	5,456	(85,547)
Balance at September 30, 2022	66,568	692,877
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	(4,960,112)	(191,957)
Effect of exchange rate changes	(25,888)	(239,001)
Balance at September 30, 2022	309,000	3,650,000
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	(529,340)	(63,723)
Change in fair value	(939,832)	(850,992)
Effect of exchange rate changes	(3,828)	(172,820)
Balance at September 30, 2022	$ 1,583,000	$ 2,249,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)			9 Months Ended	12 Months Ended
	Jun. 20, 2023 USD ($) $ / shares shares	Jan. 17, 2023 USD ($) $ / shares	Sep. 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			$ 5.60	$ 56.50
Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares		$ 60.50	$ 5.60
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			$ 234,000	$ 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	75,000
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			887,000	$ 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	$ 696,000
Measurement Input, Price Volatility [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Discount rate			80	95
Measurement Input, Price Volatility [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Discount rate		95	80
Measurement Input, Risk Free Interest Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Discount rate			5.35	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]
Discount rate		4.02	5.12
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 3 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	1 year 9 months 18 days
Measurement Input, Discount Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Discount rate			16.23	13.65
Measurement Input, Discount Rate [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Discount rate		11.65	16.01
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	20,000
Fair value of warrants	$ 45,120		$ 2,407
Private Placement [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares	$ 12.50		$ 5.50
Private Placement [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Risk free rate of return
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		59
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		4.91
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		1 year 9 months
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			$ 64,161
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			61,765
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			2,721
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			82,129
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			$ 5.60	$ 56.50
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			80	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			4.97	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 3 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	53,226
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		$ 60.50	$ 5.60
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	80
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	4.85
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	2 years 9 months 18 days

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	2,367,337	325,139
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	270,762	197,536
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	76,185	12,711
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	2,020,390	114,892

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	Sep. 30, 2023	Jun. 20, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued					102,610
Stock issued, value			$ 27,150	$ 59,500	$ 80,885	$ 708,162
Payments of stock issuance costs					153,220
Stock based compensation					$ 211,243	$ 282,828
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation	$ 44,214
Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock issued		20,000
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		$ 25
ATM [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued					124,652
Stock issued, value					$ 1,092,915
Payments of stock issuance costs					$ 153,220

SCHEDULE OF LEASE EXPENSES (Det

SCHEDULE OF LEASE EXPENSES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases
Operating lease cost	$ 219,018	$ 226,098
Short-term lease cost	3,517	12,630
Total lease expenses	$ 222,535	$ 238,728

SCHEDULE OF FUTURE PAYMENTS UND

SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Leases
Remaining 2023	$ 68,896
2024	280,907
2025	296,876
2026	296,876
2027	296,876
Subsequent years	519,533
Total minimum lease payments	1,759,964
Less: imputed interest	(361,688)
Total lease liability	1,398,276
Current portion of lease liability	(275,584)	$ (271,110)
Non-current portion of lease liability	$ 1,122,692	$ 1,250,060

LEASES (Details Narrative)

LEASES (Details Narrative)	Sep. 30, 2023 USD ($)
Leases
Operating lease for office remaining lease term	6 years
Operating lease discount rate	7%
Finance leases	$ 0

SUMMARY OF FUTURE PRINCIPAL PAY

SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING (Details)	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2023	$ 3,056,307
2024	6,395,573
2025	1,218,462
Long Term Debt	$ 10,670,342

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)							3 Months Ended	9 Months Ended
	Nov. 01, 2023	Oct. 29, 2023	Oct. 23, 2023	Oct. 18, 2023	Oct. 08, 2023	Oct. 01, 2023	Sep. 30, 2023	Sep. 30, 2023
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues							$ 640,096	$ 939,695
Subsequent Event [Member]
Subsequent Event [Line Items]
Conversion of convertible debt						111,419
Conversion of shares						13,644
Stock Issued During Period, Shares, Reverse Stock Splits			37,251
Conversion of shares, value	$ 160,500
Subsequent Event [Member] | Investor [Member]
Subsequent Event [Line Items]
Conversion of shares		19,084
Conversion of shares, value		$ 50,000
Subsequent Event [Member] | Investor [Member] | Convertible Debenture [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues				$ 2,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2.62
Subsequent Event [Member] | Investor [Member] | Warrant [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues				$ 620,230
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2.62
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | Stronghold Power System, Inc. [Member] | Maximum [Member]
Subsequent Event [Line Items]
Estimate loss					$ 452,000