Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,129,428 | ||
Entity Common Stock, Shares Outstanding | 22,573,938 | ||
Documents Incorporated by Reference [Text Block] | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Costa Mesa, CA | ||
Auditor Firm ID | 688 | ||
Common Shares [Member] | |||
Title of 12(b) Security | Common Shares | ||
Trading Symbol | AGRI | ||
Security Exchange Name | NASDAQ | ||
Series A Warrants [Member] | |||
Title of 12(b) Security | Series A Warrants, every 50 warrants exercisable for one share of Common Stock at an exercise price of $300.00 per share of Common Stock | ||
Trading Symbol | AGRIW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current | |||
Cash | $ 3,878,578 | $ 2,269,320 | |
Other receivable | 30,859 | 48,941 | |
Prepaid expenses and other current assets | 272,872 | 598,342 | |
Inventories | 38,857 | ||
Total current assets | 4,221,166 | 2,916,603 | |
Non-current | |||
Property and equipment, net | 11,801 | 121,672 | |
Intangible asset, net | 12,733,885 | 13,089,377 | |
Operating lease right-of-use asset | 1,540,748 | ||
Lease deposit, non-current | 63,708 | ||
Construction in progress | 113,566 | 2,092,533 | |
Investment | 223,801 | ||
Land deposit | 2,085,960 | ||
Total assets | 17,367,927 | 21,846,893 | |
Current | |||
Accounts payable and accrued liabilities | 1,942,011 | 1,147,739 | |
Debentures | 4,084,643 | 3,941,916 | |
Contract liabilities | 15,336 | ||
Lease liability – current | 271,110 | ||
Total current liabilities | 6,041,990 | 5,360,765 | |
Non-current | |||
Lease deposit, non-current | 25,684 | ||
Lease liability – non-current | 1,250,060 | ||
Derivative liabilities | 2,690,308 | 4,649,115 | |
Long term loan | 45,365 | 44,300 | |
Total liabilities | 8,803,347 | 11,304,240 | |
Commitments and contingencies | |||
Shareholders’ equity | |||
Common shares, no par value per share - unlimited shares authorized; 5,841,045 and 315,916 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | [1] | 49,828,942 | 27,142,762 |
Additional paid-in-capital | 3,472,444 | 16,816,695 | |
Obligation to issue shares | 97,094 | ||
Accumulated deficit | (44,507,304) | (32,774,094) | |
Accumulated other comprehensive loss | (326,596) | (642,710) | |
Total shareholders’ equity | 8,564,580 | 10,542,653 | |
Total liabilities and shareholders’ equity | $ 17,367,927 | $ 21,846,893 | |
[1]reflects the 1:50 reverse stock split |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 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 | 5,841,045 | 315,916 |
Common stock, shares outstanding | 5,841,045 | 315,916 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 16,281 | ||
Cost of sales | 13,577 | ||
Gross profit | 2,704 | ||
OPERATING EXPENSES | |||
Wages and salaries | 2,961,569 | 3,403,099 | |
Write down of construction in progress deposit | 1,963,304 | ||
Consulting | 1,281,236 | 2,561,908 | |
Professional fees | 1,188,984 | 2,669,022 | |
Office and administrative | 1,041,725 | 1,327,739 | |
Share based compensation | 841,081 | 940,945 | |
Depreciation and amortization | 679,844 | 22,413 | |
Investor and public relations | 447,725 | 907,436 | |
Lease expense | 290,017 | 318,962 | |
Sales and marketing | 221,840 | 387,130 | |
Shareholder and regulatory | 121,472 | 221,083 | |
Travel and entertainment | 110,224 | 280,838 | |
Research and development | 6,589 | 615,693 | |
Total operating expenses | 11,155,610 | 13,656,268 | |
Operating loss | (11,152,906) | (13,656,268) | |
OTHER EXPENSES / (INCOME) | |||
Foreign exchange loss (gain) | 75,009 | (290,079) | |
Change in fair value of derivative liabilities | (9,360,886) | (3,719,869) | |
Accretion of interest on debentures | 7,963,299 | 3,396,578 | |
Loss (gain) on conversion of convertible debt | 1,190,730 | (93,973) | |
Loss on debt extinguishment | 680,935 | ||
Write-off of deposit | 12,000 | ||
Other loss | 105,684 | ||
Other income | (86,467) | (75,823) | |
Net loss | (11,733,210) | (12,873,102) | |
Other comprehensive loss | |||
Foreign currency translation | 316,114 | (609,624) | |
Comprehensive loss | $ (11,417,096) | $ (13,482,726) | |
Basic net loss attributed to common share | [1] | $ (10.11) | $ (35.60) |
Diluted net loss attributed to common share | [1] | $ (10.11) | $ (35.60) |
Weighted average number of common shares outstanding - basic | [1] | 1,160,523 | 361,607 |
Weighted average number of common shares outstanding - diluted | [1] | 1,160,523 | 361,607 |
[1]reflects the 1:50 reverse stock split |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) | Oct. 11, 2023 |
Equity [Abstract] | |
Reverse stock split | 1:50 reverse stock split |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - 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 | [1] | 303,534 | ||||||
Shares issued for conversion of convertible debt | $ 131,532 | 131,532 | ||||||
Shares issued for conversion of convertible debt, shares | [1] | 1,351 | ||||||
Shares issued for compensation | $ 520,230 | 520,230 | ||||||
Shares issued for compensation, shares | [1] | 5,336 | ||||||
Shares issued for consulting services | $ 853,457 | (93,295) | 760,162 | |||||
Shares issued for consulting services, shares | [1] | 5,695 | ||||||
Prefunded warrants issued | 14,192,637 | 14,192,637 | ||||||
Share based compensation | 420,715 | 420,715 | ||||||
Net loss | (12,873,102) | (12,873,102) | ||||||
Foreign currency translation | (609,624) | (609,624) | ||||||
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 | [1] | 315,916 | ||||||
Shares issued for conversion of convertible debt | $ 9,292,871 | 9,292,871 | ||||||
Shares issued for conversion of convertible debt, shares | [1] | 4,566,970 | ||||||
Shares issued for compensation | $ 348,199 | 97,094 | 445,293 | |||||
Shares issued for compensation, shares | [1] | 54,083 | ||||||
Shares issued for consulting services | $ 324,311 | 324,311 | ||||||
Shares issued for consulting services, shares | [1] | 580,900 | ||||||
Share based compensation | 317,933 | 317,933 | ||||||
Net loss | (11,733,210) | (11,733,210) | ||||||
Foreign currency translation | 316,114 | 316,114 | ||||||
Shares issued for cash, net of issuance costs | $ 939,695 | $ 939,695 | ||||||
Shares issued for cash, net of issuance costs, shares | 124,652 | [1] | 141,175 | |||||
Shares issued in private placement | $ 204,880 | $ 204,880 | ||||||
Shares issued in private placement, shares | [1] | 20,000 | ||||||
Shares issued on conversion of vested prefunded warrants | $ 11,576,224 | (11,576,224) | ||||||
Shares issued on conversion of vested prefunded warrants, shares | [1] | 141,175 | ||||||
Fractional shares issued due to roundup from reverse split | ||||||||
Fractional shares issued due to roundup from reverse split, shares | [1] | 37,349 | ||||||
Cancelled prefunded warrants | (2,085,960) | (2,085,960) | ||||||
Balance at Dec. 31, 2023 | $ 49,828,942 | $ 3,472,444 | $ 97,094 | $ (44,507,304) | $ (326,596) | $ 8,564,580 | ||
Balance, shares at Dec. 31, 2023 | [1] | 5,841,045 | ||||||
[1]reflects the 1:50 reverse stock split |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) | Oct. 11, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split | 1:50 reverse stock split |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the year | $ (11,733,210) | $ (12,873,102) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Write down of construction in progress deposit | 1,963,304 | |
Depreciation and amortization | 679,844 | 22,413 |
Share based compensation | 317,933 | 420,715 |
Shares issued for consulting services | 324,311 | 760,162 |
Shares issued for compensation | 445,293 | 520,230 |
Loss (gain) on debt conversion | 1,190,730 | (93,973) |
Loss on debt extinguishment | 680,935 | |
Loss on disposal of fixed assets | 75,362 | |
Loss on termination of right of use asset | 30,322 | |
Amortization of debt issuance costs | 7,764,872 | 3,057,825 |
Write-off of deposit | 12,000 | |
Change in fair value of derivative liabilities | (9,360,886) | (3,719,869) |
Changes in operating assets and liabilities: | ||
Other receivables | 18,082 | (16,615) |
Prepaid expenses and other current assets | 313,470 | (274,302) |
Inventories | (38,857) | |
Lease deposit asset | (63,708) | |
Accounts payable and accrued liabilities | 834,147 | 75,552 |
Right-of-use asset | 297,034 | |
Lease liabilities | (255,429) | |
Contract liabilities | 15,300 | |
Lease deposit liability | 25,684 | |
Net cash used in operating activities | (6,505,072) | (12,079,359) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of investment | (225,000) | |
Acquisition of equipment and leasehold improvements | (104,986) | |
Payment against acquisition of intangibles | (500,000) | |
Return of deposit on purchase of land | 20,000 | |
Construction in progress | (55,028) | |
Net cash used in investing activities | (225,000) | (640,014) |
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 | 9,615,385 | 12,750,000 |
Repayment of convertible debentures | (2,143,091) | (2,805,000) |
Financing costs of debentures | (387,917) | (1,634,894) |
Payment for acquisition of intangible asset | (750,000) | |
Net cash provided by financing activities | 8,274,072 | 7,560,106 |
Effect of exchange rate changes on cash | 65,258 | (346,703) |
Change in cash | 1,609,258 | (5,505,970) |
Cash, beginning of year | 2,269,320 | 7,775,290 |
Cash, end of year | 3,878,578 | 2,269,320 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | 198,427 | 338,753 |
Supplemental disclosure of non-cash investing and financing transactions | ||
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 (“Third Tranche Warrants”) | 1,251,000 | |
Initial fair value of conversion feature of debentures (“Third Tranche Debentures”) | 1,152,000 | |
Initial fair value of debenture warrants (“Fourth Tranche Warrants”) | 1,053,000 | |
Initial fair value of conversion feature of debentures (“Fourth Tranche Debentures”) | 1,065,000 | |
Reclassified accrued construction in progress fees | 39,875 | |
Shares issued for conversion of convertible debt | 9,292,871 | 131,532 |
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 | |
Prefunded warrants issued related to intangible assets | 12,106,677 | |
Prefunded warrants related to land deposit | 2,085,960 | |
Prefunded warrants related to land deposit cancelled | 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 |
BUSINESS OVERVIEW
BUSINESS OVERVIEW | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BUSINESS OVERVIEW | 1. BUSINESS OVERVIEW AgriFORCE Growing Systems Ltd. (“AgriFORCE™” of 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”). During 2023, the Company launched its Un(THINK) Awakened Flour™ flour, which is a nutritious flour that provides many health advantages over traditional flour. 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. The Company also has a global license to sell and distribute hydroxyl devices. During 2023, the Company completed sales and deliveries of its hydroxyl devices. 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 PREPARATION
BASIS OF PREPARATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PREPARATION | 2. BASIS OF PREPARATION Basis of Presentation The accompanying audited consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principal of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. The Company has no VIEs. All inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 un(Think) Food Company Canada Ltd.* Canada Food Product Manufacturing Dec 4, 2019 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Consulting Company United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 un(Think) Food Company United States Food Product Manufacturing June 20, 2022 AgriFORCE Europe BV*** Belgium Holding Company March 29, 2023 AgriFORCE Belgium BV*** Belgium Holding Company March 29, 2023 GrowForce BV*** Belgium Holding Company June 19, 2023 AgriFORCE (Barbados) Ltd.*** Barbados Holding Company October 14, 2022 * un(Think) Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022. ** West Pender Consulting Company changed its name from West Pender Management Co. on August 1, 2022. *** Entities have no activity and are in the process of being dissolved. Functional and Reporting Currency The functional currency for each entity included in these consolidated financial statements is the currency of the primary economic environment in which the entity operates. These consolidated financial statements are presented in United States dollars (“USD”). Currency conversion to USD is performed in accordance with ASC 830, Foreign Currency Matters. Use of Estimates The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Significant estimates reflected in these financial statements include, but are not limited to, accounting for share-based compensation, valuation of derivative liabilities, valuation of embedded conversion feature, going concern, impairment as well as depreciation method. Actual results could differ from these estimates and those differences could be material. Going Concern The Company has incurred substantial operating losses since its inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As reflected in the financial statements, the Company had an accumulated deficit of approximately $ 44.5 11.7 6.5 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no 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. Property and Equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Leasehold improvements Lower of estimated useful life or remaining lease term Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. 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 Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Investments The Company accounts for its investments in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). The Company’s investment does not have a readily determinable fair value, therefore the Company has elected to account for its investment at cost, less impairment. Adjustments to fair value are made when there are observable transactions that provide an indicator of fair value. Additionally, if qualitative factors demonstrate a potential impairment to the investment, fair value must be estimated, and the investment written down if the fair value is lower than the carrying value. 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.”. 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 or could require net cash settlement, then the contract shall be classified as an asset or a liability. Leases The Company determines at the inception of a contract if the arrangement is or contains a lease. A contract is or contains a lease if the contract gives the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the balance sheet for all leases with an initial lease term of greater than 12 months 12 months The Company’s contracts can contain both lease and non-lease components. The non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its leases as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities. These costs are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments over a similar term. Revenue Recognition Product revenue in 2023 was limited to sales from hydroxyl generators and will expand to include sales of our un(Think) Foods products in 2024. 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 control of the promised good or service is transferred to the customer, which is at the point of shipment or delivery of the goods. 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. Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Research and Development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses. Fair value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relatively short maturities of these items. As part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023 and November 30, 2023 as well as the private placement on June 20, 2023, the Company issued warrants having strike price denominated in USD. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value at the end of each reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2023 and 2022. Share Based Compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life, and expected volatility in the market value of the underlying common stock. The Company recognizes any forfeitures as they occur. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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 year ended December 31, 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 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 annual financial statements. In October 2021, 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 annual financial statements. In November 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” ASU 2023-07 provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact this guidance will have on our financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently assessing the impact this guidance will have on our financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Reclassifications The Company has reclassified certain share base payment expenses from Wages and salaries Share based compensation |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2023 December 31, 2022 Deposits $ - $ 12,000 Legal retainer 8,039 24,457 Prepaid expenses 223,624 436,496 Inventory advances 30,654 - Deferred offering costs - 100,337 Others 10,555 25,052 Prepaid expenses, other current assets $ 272,872 $ 598,342 On August 31, 2022, the Company signed a purchase and sale agreement with Stronghold Power Systems, Inc. (“Stronghold”), to purchase approximately seventy acres of land located in the City of Coachella as well as the completion of certain permitting, zoning, and infrastructure work by Stronghold for a total purchase price of $ 4,300,000 (i) $ 1,500,000 (ii) A first stock deposit of $ 1,700,000 13,917 (iii) A second stock deposit $ 1,100,000 9,005 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 | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 5. INVENTORIES As at December 31, 2023, the Company had $ 38,857 nil |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Leasehold improvements $ - $ 86,979 Computer equipment 30,812 39,112 Furniture and fixtures 10,299 37,590 Total property and equipment 41,111 163,681 Less: Accumulated depreciation (29,310 ) (42,009 ) Property and equipment, net $ 11,801 $ 121,672 Depreciation expense on property and equipment for the years ended December 31, 2023 was $ 24,892 22,413 75,362 nil |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | 7. INTANGIBLE ASSET Intangible asset represents $ 12,733,885 (December 31, 2022 - $ 13,089,377 ) for intellectual property (“Manna IP”) acquired under an asset purchase agreement with Manna Nutritional Group, LLC (“Manna”) dated September 10, 2021. The Manna IP encompasses patented technologies to naturally process and convert grains, pulses, and root vegetables, into low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners, and baking enhancers. The Company paid $ 1,475,000 in cash and issued 147,600 prefunded warrants valued at $ 12,106,677 (the “Purchase Price”). Subject to a 9.99 % stopper and SEC Rule 144 restrictions, the prefunded warrants will vest in tranches up until March 10, 2024. When vested the tranches of prefunded warrants are convertible into an equal number of common shares. On January 3, 2023, Manna satisfied all of its contractual obligations when the patent was approved by the US Patent and Trademark Office and the title was transferred to the Company. During the year ended December 31, 2023, the Company issued 141,175 6,425 Based on the terms above and in conformity with US GAAP, the Company accounted for purchase as an asset acquisition. The asset was completed and will be amortized over its useful life of 20 654,952 nil The estimated annual amortization expense for the next five years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE Period ending: Amount 2024 $ 670,205 2025 670,205 2026 670,205 2027 670,205 2028 670,205 Subsequent years 9,382,860 Total $ 12,733,885 |
CONSTRUCTION IN PROGRESS
CONSTRUCTION IN PROGRESS | 12 Months Ended |
Dec. 31, 2023 | |
Construction In Progress | |
CONSTRUCTION IN PROGRESS | 8. CONSTRUCTION IN PROGRESS The Company engaged external contractors to begin construction work on its first facility. During the year ended December 31, 2023, the Company terminated the agreement with one of its construction contractors and wrote down the deposit of $ 1,963,304 113,566 2,092,533 |
INVESTMENT
INVESTMENT | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT | 9. INVESTMENT On June 18, 2023, the Company signed a memorandum of understanding with Radical Clean Solutions Ltd. (“RCS”) to purchase common shares issued by RCS. The Company paid RCS $ 225,000 14 10 14 As at December 31, 2023, the carrying value of the investment in RCS was $ 223,801 1,199 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Accounts payable $ 578,128 $ 498,188 Accrued expenses 868,451 365,521 Others 495,432 284,030 Accounts payable and accrued liabilities $ 1,942,011 $ 1,147,739 |
DEBENTURES
DEBENTURES | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBENTURES | 11. DEBENTURES On June 30, 2022, the Company executed the definitive agreements (the “Purchase Agreements”) 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 had 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 On June 26, 2023, the Company entered into waiver and amendment agreements (“Debenture Modification Agreements”) with the Investors to modify terms of the Purchase Agreements. 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 $ 22.50 3. 100 1 33 67 4. The minimum tranche value for Additional Closings has been reduced from $ 5.0 2.5 5. 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 12.50 two 25.00 6. The Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Investor; 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 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. The Company may inquire of the Purchaser at least five ( 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 October 18, 2023, the Investors purchased additional debentures totaling $ 2,750,000 10 2,500,000 2.62 620,230 2.62 April 18, 2027 2.62 31,915 On November 30, 2023, the Investors purchased additional debentures totaling $ 2,750,000 10 2,500,000 0.90 1,986,112 0.90 May 30, 2027 0.90 30,040 The First, Second, Third and Fourth Tranche Debentures (the “Debentures”) have an interest rate of 5 6 8 th 8 The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash December 31, December 31, Principal (First Tranche Debentures) 12/31/2024 5.00 8.00 % $ 3,029,676 $ 11,070,000 Principal (Second Tranche Debentures) 07/17/2025 5.00 8.00 % 2,940,461 - Principal (Third Tranche Debentures) 04/18/2026 5.00 8.00 % 2,750,000 - Principal (Fourth Tranche Debentures) 06/01/2026 5.00 8.00 % 2,750,000 - Debentures (gross) 05/30/2027 5.00% - 8.00 % 2,750,000 - Debt issuance costs and discounts (Note 11 & 13) (7,385,494 ) (7,128,084 ) Total Debentures (current) $ 4,084,643 $ 3,941,916 The effective interest rates of the First Tranche Debentures were 168.60 18.5 168.60 3,113,000 The effective interest rates of the Second Tranche Debentures were 320.16 3,188,000 The effective interest rates of the Third Tranche Debentures were 970.08 2,946,000 The effective interest rates of the Fourth Tranche Debentures were 218.52 3,006,000 On November 30, 2023, an Investor converted $ 1,489,974 1,655,527 680,935 During the year ended December 31, 2023, the Investors converted $ 6,543,721 426,661 2,911,443 1,190,730 During the year, the investors provided waivers for certain monthly redemptions to be settled in shares despite the Company not meeting the equity conditions, which require daily trading volume for the Common Stock on the principal Trading Market exceeds $ 1,000,000 During the year ended December 31, 2023, the Company recorded $ 7,963,299 Subsequent to the year end, an Investor purchased an additional tranche of $ 1,100,000 0.214 0.214 |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | 12. CONTRACT BALANCES As at December 31, 2023 , 15,336 nil |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 13. DERIVATIVE LIABILITIES The Company’s derivative liabilities consist of warrants, denominated in a currency other than the Company’s functional currency (the “Warrant Liabilities”) and conversion rights embedded in the Debentures (the “Debenture Convertible Features”), see Note 11. Warrant Liabilities As at December 31, 2023, the Warrant Liabilities represent aggregate fair value of publicly traded 61,765 2,721 82,129 53,226 620,230 1,986,112 20,000 The fair value of the Private Placement Warrants amounted to $ 23 45,120 0.47 12.50 nil nil 105 65.0 3.88 4.58 1.50 2 The fair value of the IPO Warrants and Rep Warrants amounted to $ 11,285 275,115 The fair value of the First Tranche Warrants amounted to $ 24,000 2,917,000 0.47 56.50 nil nil 100.0 95.0 4.23 4.22 2 3 As at December 31, 2023 the Second Tranche Warrants had a fair value that amounted to $ 15,000 2,378,000 0.47 60.50 nil nil 105.0 95.0 4.12 3.80 2.55 3.5 As at December 31, 2023 the Third Tranche Warrants had a fair value that amounted to $ 192,000 1,251,000 0.47 2.64 nil nil 107.5 105.0 3.98 5.00 3.3 3.5 As at December 31, 2023 the Fourth Tranche Warrants had a fair value that amounted to $ 724,000 1,053,000 0.47 0.84 nil nil 107.5 105.0 3.97 4.44 3.42 3.5 Debenture Convertible Feature As at December 31, 2023 the fair value of the First Tranche Debentures’ convertible feature amounted to $ 164,000 1,457,000 0.47 56.50 nil nil 100.0 95.0 5.03 4.41 17.50 13.65 1 2 As at December 31, 2023 the fair value of the Second Tranche Debentures’ convertible feature amounted to $ 429,000 1,599,000 0.47 60.50 nil nil 105.0 95.0 4.51 4.02 17.50 11.65 1.55 2.50 As at December 31, 2023 the fair value of the Third Tranche Debentures’ convertible feature amounted to $ 491,000 1,152,000 0.47 2.64 nil nil 107.5 105.0 4.12 5.11 17.25 18.25 2.30 2.50 As at December 31, 2023 the fair value of the Third Tranche Debentures’ convertible feature amounted to $ 640,000 1,065,000 0.47 0.84 nil nil 107.5 105.0 4.12 4.61 17.25 18.25 2.42 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 Company’s Level 1 and 3 financial instruments for the year ended December 31, 2023 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 December 31, 2022 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Additions 45,120 4,682,000 3,816,000 8,543,120 Conversions - - (1,229,482 ) (1,229,482 ) Change in fair value (314,995 ) (6,670,231 ) (2,375,660 ) (9,360,886 ) Effect of exchange rate changes 6,068 26,231 56,142 88,441 Balance at December 31, 2023 $ 11,308 $ 955,000 $ 1,724,000 $ 2,690,308 Changes in the fair value of Company’s Level 1 and 3 financial instruments for the year ended December 31, 2022 were as follows: Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at December 31, 2021 $ 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 (1,086,562 ) (966,141 ) (1,667,166 ) (3,719,869 ) Effect of exchange rate changes (57,287 ) (197,817 ) (148,646 ) (403,750 ) Balance at December 31, 2022 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Due to the expiry date of the warrants and conversion feature being subsequent to December 31, 2024, the liabilities have been classified as non-current. |
LONG TERM LOAN
LONG TERM LOAN | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG TERM LOAN | 14. 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 $ 30,243 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 $ 15,122 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 December 31, 2026 The balance as at December 31, 2023 was $ 45,365 60,000 44,300 60,000 |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHARE CAPITAL | 15. SHARE CAPITAL a) Authorized Share Capital The Company is authorized to issue unlimited no unlimited no b) Issued Share Capital During the year ended December 31, 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 June 20, 2025 250,000 45,120 On December 31, 2023, the Company owed $ 97,094 Obligation to issue shares The Company had the following common share transactions during the year ended December 31, 2023: SCHEDULE OF SHARE CAPITAL # of shares Amount Shares issued for cash, net of share issuance costs 124,652 $ 939,695 Shares issued in private placement 20,000 204,880 Common shares issued for conversion of convertible debt 4,566,970 9,292,871 Shares issued on conversion of vested prefunded warrants 141,175 11,576,224 Shares issued for compensation 54,083 348,199 Common shares issued to consultants 580,900 324,311 Fractional shares issued due to roundup from reverse split 37,349 - Total common shares issued 5,525,129 $ 22,686,180 The Company had the following common share transactions during the year ended December 31, 2022: # of shares Amount Common shares issued for bonuses and compensation 5,336 $ 520,230 Common shares issued for conversion of convertible debt 1,351 131,532 Common shares issued to consultants 5,695 853,457 Total common shares issued 12,382 $ 1,505,219 c) Stock Options The Company has adopted a stock option plan (the “Option Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors. For the year ended December 31, 2023, the Company recorded aggregate share-based compensation expense of $ 317,933 420,715 As of December 31, 2023, 76,114 27,652 41.75 165.09 26,300 8,277 The amounts recognized as share-based payments and stock options are included in share-based compensation in the Statement of Loss and Comprehensive Loss. As of December 31, 2023, there was $ 116,646 538,358 1 2 The following summarizes stock option activity during the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Balance at December 31, 2021 14,338 $ 281.57 4.48 Granted 14,942 $ 57.00 4.88 Forfeited (512 ) $ 350.00 - Cancelled (1,116 ) $ 213.56 - Balance at December 31, 2022 27,652 $ 165.09 4.24 Granted 57,364 $ 4.50 4.70 Forfeited (3,776 ) $ 133.66 - Cancelled (5,126 ) $ 224.24 - Balance at December 31, 2023 76,114 $ 41.75 4.37 The Company’s outstanding and exercisable stock options at December 31, 2023 were: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS Outstanding Options Exercisable Options Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Weighted Average Exercise Price $ $ June 30, 2026 1,844 2.50 179.57 1,844 179.57 May 31, 2026 3,450 2.42 350.00 2,870 350.00 July 15, 2026 1,109 2.54 350.00 828 350.00 September 30, 2026 986 2.75 350.00 738 350.00 November 18, 2027 11,361 3.88 57.00 5,676 57.00 September 12, 2028 57,364 4.70 4.50 14,344 4.50 Total Share Options 76,114 4.37 41.75 26,300 86.38 The following table summarizes the Company’s weighted average assumptions used in the valuation of options granted during the year ended December 31, 2023 and December 31, 2022: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF OPTIONS December 31, 2023 December 31, 2022 Expected volatility 77.46 % 78.05 % Expected term (in years) 2.82 3.07 Risk-free interest rate 3.97 % 3.35 % Fair value of options $ 2.31 $ 30.25 d) Warrants The Company’s outstanding warrants as of December 31, 2023 were: SCHEDULE OF OUTSTANDING WARRANTS Number of Weighted average Expiry Date $ Outstanding, December 31, 2021 115,407 333.09 Granted June 30, 2022 82,129 122.10 a December 30, 2025 Outstanding, December 31, 2022 197,536 245.37 Granted January 17, 2023 53,226 62.00 a July 17, 2026 Granted June 20, 2023 20,000 25.00 June 20, 2025 Granted October 18, 2023 620,230 2.62 a April 18, 2027 Granted November 30, 2023 1,986,112 0.90 May 30, 2027 Outstanding, December 31, 2023 2,877,104 14.39 (a) The issuance of the Fourth Tranche Debenture on November 30, 2023 triggered the down round provision, adjusting the exercise prices of the Debenture Warrants to $ 0.90 1,100,000 3,341,122 0.214 0.214 e) Loss per Common Share Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the years ended December 31, 2023 and 2022, since the effect of the Company’s warrants, stock options and convertible debentures are anti-dilutive. 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 December 31, 2023 December 31, 2022 Warrants 2,877,104 197,536 Options 76,114 27,652 Prefunded warrants - 22,923 Convertible debentures 13,444,835 99,730 Total anti-dilutive weighted average shares 16,398,053 347,841 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Revenue Abstract | |
REVENUE | 16. REVENUE For the year ended December 31, 2023, the Company sold hydroxyl generating devices. The Company’s revenue from the hydroxyl generating devices sales are as follows: SCHEDULE OF REVENUES December 31, 2023 December 31, 2022 HVAC devices $ 13,753 $ - Transport devices 2,528 - Total Revenue $ 16,281 $ - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES For the year ended December 31, 2023 and 2022, loss before income tax provision consisted of the following: SUMMARY OF INCOME TAX PROVISION December 31, 2023 December 31, 2022 Domestic operations – Canada $ (10,981,917 ) $ (11,753,662 ) Foreign operations - United States (751,293 ) (1,119,440 ) Total loss before taxes $ (11,733,210 ) $ (12,873,102 ) Income tax expense (benefit) consists of the following for the years ended December 31, 2023 and 2022: SCHEDULE OF COMPONENTS OF INCOME TAX December 31, 2023 December 31, 2022 Loss before taxes $ (11,733,210 ) $ (12,873,102 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (3,167,967 ) $ (3,475,738 ) Change in fair value of derivative liabilities (2,525,761 ) (1,032,824 ) Non-deductible accretion interest 1,665,506 747,719 Debt conversion and extinguishment losses 509,945 - Stock-based compensation 314,023 484,035 Share issue costs (167,075 ) (108,685 ) Foreign currency translation (185,096 ) 298,876 Other 1,893 63,035 Total $ (3,554,532 ) $ (3,023,582 ) Change in valuation allowance $ 3,554,532 $ 3,023,582 Total income tax expense (benefit) $ - $ - The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2023 and 2022 at a rate of 27 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets: Unused net operating losses carry forward - Canada and United States $ 10,964,564 $ 7,572,932 Share issue costs 285,654 130,732 Other 2,692 (5,286 ) Total deferred tax assets 11,252,910 7,698,378 Valuation allowance (11,252,910 ) (7,698,378 ) Net deferred tax assets $ - $ - The Company has non-capital losses of $ 37.4 25.8 million as of December 31, 2022, which can be used to offset future taxable income in Canada are due to expire in the following years: SCHEDULE OF NON-CAPITAL LOSSES USED TO OFFSET FUTURE TAXABLE INCOME IN CANADA 2038 $ 2,013,889 2039 4,562,121 2040 2,351,635 2041 6,394,857 2042 11,124,183 Thereafter 10,914,515 $ 37,361,200 For foreign operations in United States, aggregate net operating losses are $ 3.0 2.2 million as of December 31, 2022 which can be carried forward indefinitely. Non-Capital Losses in Canada can be carried forward after change of ownership, if the particular business which gave rise to the loss is carried on by the company for profit or with a reasonable expectation of profit. Certain accumulated net operating losses in United States are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under Internal Revenue Code (“IRC”) Section 382. These rules will limit the utilization of the losses. The Company files income tax returns in Canada and the United States and is subject to examination in these jurisdictions for all years since the Company’s inception in 2017. As at December 31, 2023, no tax authority audits are currently underway. The Company currently has no uncertain tax position and is therefore not reflecting any adjustments. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors. As of December 31, 2023, $ 57,561 32,500 During the years ended December 31, 2023 and 2022, the Company incurred $ 8,213 79,457 There were no other payments to related parties for the years ended December 31, 2023 and 2022 other than expense reimbursements in the ordinary course of business. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT | 19. RESEARCH AND DEVELOPMENT During the year ended December 31, 2023, the Company spent $ 6,589 615,693 SCHEDULE OF RESEARCH AND DEVELOPMENT December 31, 2023 December 31, 2022 License agreement $ - $ 256,703 Product development 6,589 179,563 Design and construction - 179,427 Research and Development $ 6,589 $ 615,693 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | 20. LEASES On November 1, 2023, the Company terminated its operating lease for office space. This resulted in a loss of $ 30,322 The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES December 31, 2023 December 31, 2022 Operating lease cost $ 242,632 $ 295,601 Short-term lease cost 47,385 23,361 Total lease expenses $ 290,017 $ 318,962 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2023: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT 2024 $ 7,666,599 2025 3,143,538 2026 660,000 Long Term Debt $ 11,470,137 Contingencies Litigation On August 11, 2023, AgriFORCE’s former CEO, Ingo Wilhelm Mueller filed a Notice of Civil Claim in which he alleges that AgriFORCE wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. Mr. Mueller alleges to have suffered damages including, among other things, a loss of base salary of $ 473,367 468,313 As at December 31, 2023, the parties were in the discovery stage of litigation. AgriFORCE has produced relevant documents to Mr. Mueller, and is awaiting Mr. Mueller’s production of relevant documents. The parties are also in the process of scheduling examinations for discovery. Management is instructing counsel to advance the matter given the relative strength of AgriFORCE’s case. The likelihood of an unfavorable outcome is relatively low given the facts supporting AgriFORCE’s ‘for cause’ termination of Mr. Mueller as well as the significant expense that Mr. Mueller would have to incur to advance this matter to trial. On September 31, 2023, Stronghold filed a Complaint with the Superior Court of California for Breach of Contract; Breach of the Covenant of Good Faith and Fair Dealing; and Common Count: Goods and Services Rendered in relation to the purchase and sale agreement for the Coachella property (Note 4). Stronghold alleges that AgriFORCE breached the PSA by failing to deposit certain stocks certificates into Escrow, failing to pay amounts owed for its costs incurred in connection with the Sellers Work, and for terminating the PSA despite Stronghold’s performance of the Sellers Work. Stronghold is claiming $ 451,684.00 230,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS The Company evaluated subsequent events through April 1, 2024, the date on which these financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2023, and events which occurred subsequent to December 31, 2023 but were not recognized in the financial statements. From January 1, 2024 through April 1, 2024, the Company issued 16,493,602 4,062,217 From January 1, 2024 through April 1, 2024, the Company issued 112,645 From January 1, 2024 through April 1, 2024, the Company issued 126,646 On February 21, 2024, an Investor purchased an additional tranche of $ 1,100,000 0.214 0.214 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no |
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. |
Property and Equipment | Property and Equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Leasehold improvements Lower of estimated useful life or remaining lease term Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. |
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 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. |
Investments | Investments The Company accounts for its investments in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). The Company’s investment does not have a readily determinable fair value, therefore the Company has elected to account for its investment at cost, less impairment. Adjustments to fair value are made when there are observable transactions that provide an indicator of fair value. Additionally, if qualitative factors demonstrate a potential impairment to the investment, fair value must be estimated, and the investment written down if the fair value is lower than the carrying value. |
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.”. 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 or could require net cash settlement, then the contract shall be classified as an asset or a liability. |
Leases | Leases The Company determines at the inception of a contract if the arrangement is or contains a lease. A contract is or contains a lease if the contract gives the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the balance sheet for all leases with an initial lease term of greater than 12 months 12 months The Company’s contracts can contain both lease and non-lease components. The non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its leases as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities. These costs are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments over a similar term. |
Revenue Recognition | Revenue Recognition Product revenue in 2023 was limited to sales from hydroxyl generators and will expand to include sales of our un(Think) Foods products in 2024. 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 control of the promised good or service is transferred to the customer, which is at the point of shipment or delivery of the goods. 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. |
Loss per Common Share | Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. |
Research and Development | Research and Development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. |
Foreign Currency Transactions | Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses. |
Fair value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relatively short maturities of these items. As part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023 and November 30, 2023 as well as the private placement on June 20, 2023, the Company issued warrants having strike price denominated in USD. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value at the end of each reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. |
Income Taxes | Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2023 and 2022. |
Share Based Compensation | Share Based Compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life, and expected volatility in the market value of the underlying common stock. The Company recognizes any forfeitures as they occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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 year ended December 31, 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 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 annual financial statements. In October 2021, 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 annual financial statements. In November 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” ASU 2023-07 provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact this guidance will have on our financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently assessing the impact this guidance will have on our financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Reclassifications | Reclassifications The Company has reclassified certain share base payment expenses from Wages and salaries Share based compensation |
BASIS OF PREPARATION (Tables)
BASIS OF PREPARATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS | SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 un(Think) Food Company Canada Ltd.* Canada Food Product Manufacturing Dec 4, 2019 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Consulting Company United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 un(Think) Food Company United States Food Product Manufacturing June 20, 2022 AgriFORCE Europe BV*** Belgium Holding Company March 29, 2023 AgriFORCE Belgium BV*** Belgium Holding Company March 29, 2023 GrowForce BV*** Belgium Holding Company June 19, 2023 AgriFORCE (Barbados) Ltd.*** Barbados Holding Company October 14, 2022 * un(Think) Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022. ** West Pender Consulting Company changed its name from West Pender Management Co. on August 1, 2022. *** Entities have no activity and are in the process of being dissolved. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES | Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Leasehold improvements Lower of estimated useful life or remaining lease term |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 December 31, 2022 Deposits $ - $ 12,000 Legal retainer 8,039 24,457 Prepaid expenses 223,624 436,496 Inventory advances 30,654 - Deferred offering costs - 100,337 Others 10,555 25,052 Prepaid expenses, other current assets $ 272,872 $ 598,342 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Leasehold improvements $ - $ 86,979 Computer equipment 30,812 39,112 Furniture and fixtures 10,299 37,590 Total property and equipment 41,111 163,681 Less: Accumulated depreciation (29,310 ) (42,009 ) Property and equipment, net $ 11,801 $ 121,672 |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 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 2024 $ 670,205 2025 670,205 2026 670,205 2027 670,205 2028 670,205 Subsequent years 9,382,860 Total $ 12,733,885 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Accounts payable $ 578,128 $ 498,188 Accrued expenses 868,451 365,521 Others 495,432 284,030 Accounts payable and accrued liabilities $ 1,942,011 $ 1,147,739 |
DEBENTURES (Tables)
DEBENTURES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBENTURES | The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash December 31, December 31, Principal (First Tranche Debentures) 12/31/2024 5.00 8.00 % $ 3,029,676 $ 11,070,000 Principal (Second Tranche Debentures) 07/17/2025 5.00 8.00 % 2,940,461 - Principal (Third Tranche Debentures) 04/18/2026 5.00 8.00 % 2,750,000 - Principal (Fourth Tranche Debentures) 06/01/2026 5.00 8.00 % 2,750,000 - Debentures (gross) 05/30/2027 5.00% - 8.00 % 2,750,000 - Debt issuance costs and discounts (Note 11 & 13) (7,385,494 ) (7,128,084 ) Total Debentures (current) $ 4,084,643 $ 3,941,916 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 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 Company’s Level 1 and 3 financial instruments for the year ended December 31, 2023 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 December 31, 2022 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Additions 45,120 4,682,000 3,816,000 8,543,120 Conversions - - (1,229,482 ) (1,229,482 ) Change in fair value (314,995 ) (6,670,231 ) (2,375,660 ) (9,360,886 ) Effect of exchange rate changes 6,068 26,231 56,142 88,441 Balance at December 31, 2023 $ 11,308 $ 955,000 $ 1,724,000 $ 2,690,308 Changes in the fair value of Company’s Level 1 and 3 financial instruments for the year ended December 31, 2022 were as follows: Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at December 31, 2021 $ 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 (1,086,562 ) (966,141 ) (1,667,166 ) (3,719,869 ) Effect of exchange rate changes (57,287 ) (197,817 ) (148,646 ) (403,750 ) Balance at December 31, 2022 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF SHARE CAPITAL | The Company had the following common share transactions during the year ended December 31, 2023: SCHEDULE OF SHARE CAPITAL # of shares Amount Shares issued for cash, net of share issuance costs 124,652 $ 939,695 Shares issued in private placement 20,000 204,880 Common shares issued for conversion of convertible debt 4,566,970 9,292,871 Shares issued on conversion of vested prefunded warrants 141,175 11,576,224 Shares issued for compensation 54,083 348,199 Common shares issued to consultants 580,900 324,311 Fractional shares issued due to roundup from reverse split 37,349 - Total common shares issued 5,525,129 $ 22,686,180 The Company had the following common share transactions during the year ended December 31, 2022: # of shares Amount Common shares issued for bonuses and compensation 5,336 $ 520,230 Common shares issued for conversion of convertible debt 1,351 131,532 Common shares issued to consultants 5,695 853,457 Total common shares issued 12,382 $ 1,505,219 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes stock option activity during the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Balance at December 31, 2021 14,338 $ 281.57 4.48 Granted 14,942 $ 57.00 4.88 Forfeited (512 ) $ 350.00 - Cancelled (1,116 ) $ 213.56 - Balance at December 31, 2022 27,652 $ 165.09 4.24 Granted 57,364 $ 4.50 4.70 Forfeited (3,776 ) $ 133.66 - Cancelled (5,126 ) $ 224.24 - Balance at December 31, 2023 76,114 $ 41.75 4.37 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS | The Company’s outstanding and exercisable stock options at December 31, 2023 were: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS Outstanding Options Exercisable Options Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Weighted Average Exercise Price $ $ June 30, 2026 1,844 2.50 179.57 1,844 179.57 May 31, 2026 3,450 2.42 350.00 2,870 350.00 July 15, 2026 1,109 2.54 350.00 828 350.00 September 30, 2026 986 2.75 350.00 738 350.00 November 18, 2027 11,361 3.88 57.00 5,676 57.00 September 12, 2028 57,364 4.70 4.50 14,344 4.50 Total Share Options 76,114 4.37 41.75 26,300 86.38 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF OPTIONS | The following table summarizes the Company’s weighted average assumptions used in the valuation of options granted during the year ended December 31, 2023 and December 31, 2022: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF OPTIONS December 31, 2023 December 31, 2022 Expected volatility 77.46 % 78.05 % Expected term (in years) 2.82 3.07 Risk-free interest rate 3.97 % 3.35 % Fair value of options $ 2.31 $ 30.25 |
SCHEDULE OF OUTSTANDING WARRANTS | The Company’s outstanding warrants as of December 31, 2023 were: SCHEDULE OF OUTSTANDING WARRANTS Number of Weighted average Expiry Date $ Outstanding, December 31, 2021 115,407 333.09 Granted June 30, 2022 82,129 122.10 a December 30, 2025 Outstanding, December 31, 2022 197,536 245.37 Granted January 17, 2023 53,226 62.00 a July 17, 2026 Granted June 20, 2023 20,000 25.00 June 20, 2025 Granted October 18, 2023 620,230 2.62 a April 18, 2027 Granted November 30, 2023 1,986,112 0.90 May 30, 2027 Outstanding, December 31, 2023 2,877,104 14.39 (a) The issuance of the Fourth Tranche Debenture on November 30, 2023 triggered the down round provision, adjusting the exercise prices of the Debenture Warrants to $ 0.90 1,100,000 3,341,122 0.214 0.214 |
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 December 31, 2023 December 31, 2022 Warrants 2,877,104 197,536 Options 76,114 27,652 Prefunded warrants - 22,923 Convertible debentures 13,444,835 99,730 Total anti-dilutive weighted average shares 16,398,053 347,841 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Revenue Abstract | |
SCHEDULE OF REVENUES | For the year ended December 31, 2023, the Company sold hydroxyl generating devices. The Company’s revenue from the hydroxyl generating devices sales are as follows: SCHEDULE OF REVENUES December 31, 2023 December 31, 2022 HVAC devices $ 13,753 $ - Transport devices 2,528 - Total Revenue $ 16,281 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF INCOME TAX PROVISION | For the year ended December 31, 2023 and 2022, loss before income tax provision consisted of the following: SUMMARY OF INCOME TAX PROVISION December 31, 2023 December 31, 2022 Domestic operations – Canada $ (10,981,917 ) $ (11,753,662 ) Foreign operations - United States (751,293 ) (1,119,440 ) Total loss before taxes $ (11,733,210 ) $ (12,873,102 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX | Income tax expense (benefit) consists of the following for the years ended December 31, 2023 and 2022: SCHEDULE OF COMPONENTS OF INCOME TAX December 31, 2023 December 31, 2022 Loss before taxes $ (11,733,210 ) $ (12,873,102 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (3,167,967 ) $ (3,475,738 ) Change in fair value of derivative liabilities (2,525,761 ) (1,032,824 ) Non-deductible accretion interest 1,665,506 747,719 Debt conversion and extinguishment losses 509,945 - Stock-based compensation 314,023 484,035 Share issue costs (167,075 ) (108,685 ) Foreign currency translation (185,096 ) 298,876 Other 1,893 63,035 Total $ (3,554,532 ) $ (3,023,582 ) Change in valuation allowance $ 3,554,532 $ 3,023,582 Total income tax expense (benefit) $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets: Unused net operating losses carry forward - Canada and United States $ 10,964,564 $ 7,572,932 Share issue costs 285,654 130,732 Other 2,692 (5,286 ) Total deferred tax assets 11,252,910 7,698,378 Valuation allowance (11,252,910 ) (7,698,378 ) Net deferred tax assets $ - $ - |
SCHEDULE OF NON-CAPITAL LOSSES USED TO OFFSET FUTURE TAXABLE INCOME IN CANADA | SCHEDULE OF NON-CAPITAL LOSSES USED TO OFFSET FUTURE TAXABLE INCOME IN CANADA 2038 $ 2,013,889 2039 4,562,121 2040 2,351,635 2041 6,394,857 2042 11,124,183 Thereafter 10,914,515 $ 37,361,200 |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT | SCHEDULE OF RESEARCH AND DEVELOPMENT December 31, 2023 December 31, 2022 License agreement $ - $ 256,703 Product development 6,589 179,563 Design and construction - 179,427 Research and Development $ 6,589 $ 615,693 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF LEASE EXPENSES | The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES December 31, 2023 December 31, 2022 Operating lease cost $ 242,632 $ 295,601 Short-term lease cost 47,385 23,361 Total lease expenses $ 290,017 $ 318,962 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT | The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2023: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT 2024 $ 7,666,599 2025 3,143,538 2026 660,000 Long Term Debt $ 11,470,137 |
SCHEDULE OF CONSOLIDATED FINANC
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS (Details) | 12 Months Ended | |
Dec. 31, 2023 | ||
AgriFORCE Growing Systems Ltd. [Member] | ||
Country of Incorporation | Canada | |
Purpose | Parent Company | |
Date of Incorporation | Dec. 22, 2017 | |
Un Food Company Canada Ltd [Member] | ||
Country of Incorporation | Canada | [1] |
Purpose | Food Product Manufacturing | [1] |
Date of Incorporation | Dec. 04, 2019 | [1] |
West Pender Holdings, Inc. [Member] | ||
Country of Incorporation | United States | |
Purpose | Real Estate Holding and Development Company | |
Date of Incorporation | Sep. 01, 2018 | |
AgriFORCE Investments Inc.[Member] | ||
Country of Incorporation | United States | |
Purpose | Holding Company | |
Date of Incorporation | Apr. 09, 2019 | |
West Pender Management Co. [Member] | ||
Country of Incorporation | United States | [2] |
Purpose | Management Advisory Services | [2] |
Date of Incorporation | Jul. 09, 2019 | [2] |
AGI IP Co. [Member] | ||
Country of Incorporation | United States | |
Purpose | Intellectual Property | |
Date of Incorporation | Mar. 05, 2020 | |
Un Food Company Canada [Member] | ||
Country of Incorporation | United States | |
Purpose | Food Product Manufacturing | |
Date of Incorporation | Jun. 20, 2022 | |
Agri FORCE Europe BV [Member] | ||
Country of Incorporation | Belgium | [3] |
Purpose | Holding Company | [3] |
Date of Incorporation | Mar. 29, 2023 | [3] |
Agri FORCE Belgium BV [Member] | ||
Country of Incorporation | Belgium | [3] |
Purpose | Holding Company | [3] |
Date of Incorporation | Mar. 29, 2023 | [3] |
Grow Force BV [Member] | ||
Country of Incorporation | Belgium | [3] |
Purpose | Holding Company | [3] |
Date of Incorporation | Jun. 19, 2023 | [3] |
Agri FORCE Barbados Ltd [Member] | ||
Country of Incorporation | Barbados | [3] |
Purpose | Holding Company | [3] |
Date of Incorporation | Oct. 14, 2022 | [3] |
[1]un(Think) Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022.[2]West Pender Consulting Company changed its name from West Pender Management Co. on August 1, 2022.[3]Entities have no activity and are in the process of being dissolved. |
BASIS OF PREPARATION (Details N
BASIS OF PREPARATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 44,507,304 | $ 32,774,094 |
Net loss | 11,733,210 | 12,873,102 |
Net cash used in operating activities | $ 6,505,072 | $ 12,079,359 |
SCHEDULE OF ESTIMATED RESIDUAL
SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Estimated useful lives | 20 years | |
Lessor operating lease term of contract | 12 months | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lessor operating lease term of contract | 12 months | |
Patents [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits | $ 12,000 | |
Legal retainer | 8,039 | 24,457 |
Prepaid expenses | 223,624 | 436,496 |
Inventory advances | 30,654 | |
Deferred offering costs | 100,337 | |
Others | 10,555 | 25,052 |
Prepaid expenses, other current assets | $ 272,872 | $ 598,342 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT (Details Narrative) - USD ($) | Aug. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 09, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | $ 3,878,578 | $ 2,269,320 | |||
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) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventories finished goods | $ 38,857 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 41,111 | $ 163,681 |
Less: Accumulated depreciation | (29,310) | (42,009) |
Property and equipment, net | 11,801 | 121,672 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 86,979 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 30,812 | 39,112 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 10,299 | $ 37,590 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 24,892 | $ 22,413 |
Loss on disposed of property and equipment | $ 75,362 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 670,205 |
2025 | 670,205 |
2026 | 670,205 |
2027 | 670,205 |
2028 | 670,205 |
Subsequent years | 9,382,860 |
Total | $ 12,733,885 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset | $ 12,733,885 | $ 13,089,377 |
Cash | $ 3,878,578 | 2,269,320 |
Number of shares issued | shares | 141,175 | |
New issuance, value | $ 939,695 | |
Unconverted prefunded warrants outstanding | shares | 6,425 | |
Useful life | 20 years | |
Prefunded Warrants [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash | $ 1,475,000 | |
Number of shares issued | shares | 147,600 | |
New issuance, value | $ 12,106,677 | |
Foreign currency exchange rate | 0.0999 | |
Manna Nutritional Group LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 654,952 | |
Asset Purchase Agreement [Member] | Manna Nutritional Group LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset | $ 12,733,885 | $ 13,089,377 |
CONSTRUCTION IN PROGRESS (Detai
CONSTRUCTION IN PROGRESS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Construction In Progress | ||
Write down of construction in progress deposit | $ 1,963,304 | |
Construction in progress | $ 113,566 | $ 2,092,533 |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 18, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2023 | |
Investments | $ 223,801 | |||
Adjusted for foreign exchange differences | (75,009) | $ 290,079 | ||
Radical Clean Solutions Ltd [Member] | ||||
Ownership investment, percentage | 14% | 14% | ||
Radical Clean Solutions Ltd [Member] | Minimum [Member] | ||||
Ownership investment, percentage | 10% | |||
Radical Clean Solutions Ltd [Member] | ||||
Payment to purchase equity | $ 225,000 | |||
Investments | 223,801 | |||
Adjusted for foreign exchange differences | $ 1,199 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 578,128 | $ 498,188 |
Accrued expenses | 868,451 | 365,521 |
Others | 495,432 | 284,030 |
Accounts payable and accrued liabilities | $ 1,942,011 | $ 1,147,739 |
SCHEDULE OF OUTSTANDING DEBENTU
SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Debt issuance costs and discounts (Note 11 & 13) | $ (7,385,494) | $ (7,128,084) |
Total Debentures (current) | 4,084,643 | 3,941,916 |
Share-Based Payment Arrangement, Tranche One [Member] | ||
Debt Instrument [Line Items] | ||
Debentures (gross) | $ 3,029,676 | 11,070,000 |
Maturity Date | Dec. 31, 2024 | |
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) | $ 2,940,461 | |
Maturity Date | 07/17/2025 | |
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% | |
Share-Based Payment Arrangement, Tranche Three [Member] | ||
Debt Instrument [Line Items] | ||
Debentures (gross) | $ 2,750,000 | |
Maturity Date | 04/18/2026 | |
Share-Based Payment Arrangement, Tranche Three [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Cash Interest Rate | 5% | |
Share-Based Payment Arrangement, Tranche Three [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Cash Interest Rate | 8% | |
Share Based Compensation Award Tranche Four [Member] | ||
Debt Instrument [Line Items] | ||
Debentures (gross) | $ 2,750,000 | |
Maturity Date | 06/01/2026 | |
Share Based Compensation Award Tranche Four [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Cash Interest Rate | 5% | |
Share Based Compensation Award Tranche Four [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Cash Interest Rate | 8% |
DEBENTURES (Details Narrative)
DEBENTURES (Details Narrative) | 12 Months Ended | ||||||||
Nov. 30, 2023 USD ($) $ / shares shares | Oct. 18, 2023 USD ($) $ / shares shares | Aug. 09, 2023 Integer | Jun. 26, 2023 USD ($) $ / shares | Jun. 20, 2023 USD ($) | Jan. 17, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |||||||||
Debentures transaction costs incurred | $ 4,084,643 | $ 3,941,916 | |||||||
Aggregate purchase price | 939,695 | ||||||||
Purchaser trading days | Integer | 5 | ||||||||
Loss on debt extinguishment | (680,935) | ||||||||
Loss on conversion of convertible debentures | (1,190,730) | 93,973 | |||||||
Accretion in interest | $ 7,963,299 | $ 3,396,578 | |||||||
Private Placement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Investors received warrants | shares | 20,000 | ||||||||
Transaction costs | $ 250,000 | ||||||||
First Tranche Debentures [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Effective interest rates | 168.60% | ||||||||
Long term debt fair value | $ 3,113,000 | ||||||||
First Tranche Debentures [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Effective interest rates | 168.60% | ||||||||
First Tranche Debentures [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Effective interest rates | 18.50% | ||||||||
Second Tranche Debentures [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Effective interest rates | 320.16% | 320.16% | |||||||
Long term debt fair value | $ 3,188,000 | ||||||||
Third Tranche Debentures [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Effective interest rates | 970.08% | ||||||||
Long term debt fair value | 2,946,000 | ||||||||
Fourth Tranche Debentures [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Effective interest rates | 218.52% | ||||||||
Long term debt fair value | 3,006,000 | ||||||||
Investors [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | 426,661 | ||||||||
Warrant strike price | $ / shares | $ 0.90 | $ 2.62 | $ 62 | ||||||
Debt instrument converted value | $ 6,543,721 | ||||||||
Debt instrument converted shares | shares | 2,911,443 | ||||||||
Loss on conversion of convertible debentures | $ 1,190,730 | ||||||||
Debt principal amount | 1,000,000 | ||||||||
Investor additional purchased | $ 1,100,000 | ||||||||
Exercise price | $ / shares | $ 0.214 | ||||||||
Exercise price warrants | $ / shares | $ 0.214 | ||||||||
Investors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument converted value | $ 1,489,974 | ||||||||
Debt instrument converted shares | shares | 1,655,527 | ||||||||
Loss on debt extinguishment | $ 680,935 | ||||||||
Definitive Agreement [Member] | Investors [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 14,025,000 | ||||||||
Effective interest rates | 10% | 10% | 10% | 10% | |||||
Gross proceeds of debt | $ 2,500,000 | $ 2,500,000 | $ 4,615,385 | $ 12,750,000 | |||||
Convertible into common shares per share | $ / shares | $ 0.90 | $ 2.62 | $ 62 | $ 111 | |||||
Investors received warrants | shares | 1,986,112 | 620,230 | 53,226 | 82,129 | |||||
Warrant strike price | $ / shares | $ 0.90 | $ 2.62 | $ 62 | $ 122.10 | |||||
Warrants expire date | May 30, 2027 | Apr. 18, 2027 | Dec. 31, 2025 | Dec. 31, 2025 | |||||
Debentures transaction costs incurred | $ 1,634,894 | ||||||||
Purchase of additional tranches | $ 2,750,000 | $ 2,750,000 | $ 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 | $ 30,040 | $ 31,915 | $ 325,962 | ||||||
Debenture Modification Agreements [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Threshold percentage | 100% | ||||||||
Debenture Modification Agreements [Member] | Private Placement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrant strike price | $ / shares | $ 25 | ||||||||
Aggregate purchase price | $ 1,000,000 | ||||||||
Purchase price | $ / shares | $ 12.50 | ||||||||
Warrants term | 2 years | ||||||||
Debenture Modification Agreements [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Gross proceeds of debt | $ 1,000,000 | ||||||||
Purchase of additional tranches | 5,000,000 | ||||||||
Debenture Modification Agreements [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Purchase of additional tranches | $ 2,500,000 | ||||||||
Debenture Modification Agreements [Member] | Investors [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible into common shares per share | $ / shares | $ 22.50 | ||||||||
Threshold percentage | 67% | ||||||||
Debenture Modification Agreements [Member] | Company [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Threshold percentage | 33% |
CONTRACT BALANCES (Details Narr
CONTRACT BALANCES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contact balances | $ 15,336 |
SCHEDULE OF CHANGES IN THE FAIR
SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | $ 4,649,115 | $ 1,418,964 |
Additions | 8,543,120 | 7,417,493 |
Conversions | (1,229,482) | (63,723) |
Change in fair value | (9,360,886) | (3,719,869) |
Effect of exchange rate changes | 88,441 | (403,750) |
Balance at December 31, 2022 | 2,690,308 | 4,649,115 |
Equity Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 275,115 | 1,418,964 |
Additions | 45,120 | |
Conversions | ||
Change in fair value | (314,995) | (1,086,562) |
Effect of exchange rate changes | 6,068 | (57,287) |
Balance at December 31, 2022 | 11,308 | 275,115 |
Debenture Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 2,917,000 | |
Additions | 4,682,000 | 4,080,958 |
Conversions | ||
Change in fair value | (6,670,231) | (966,141) |
Effect of exchange rate changes | 26,231 | (197,817) |
Balance at December 31, 2022 | 955,000 | 2,917,000 |
Debenture Convertible Feature [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 1,457,000 | |
Additions | 3,816,000 | 3,336,535 |
Conversions | (1,229,482) | (63,723) |
Change in fair value | (2,375,660) | (1,667,166) |
Effect of exchange rate changes | 56,142 | (148,646) |
Balance at December 31, 2022 | $ 1,724,000 | $ 1,457,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | 12 Months Ended | |||||
Nov. 30, 2023 USD ($) $ / shares | Oct. 18, 2023 USD ($) $ / shares | Jun. 20, 2023 USD ($) $ / shares | Jan. 17, 2023 USD ($) $ / shares | Dec. 31, 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 | $ 0.47 | $ 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 | 0.47 | ||||
Third Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrant stock price | $ / shares | $ 2.64 | 0.47 | ||||
Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrant stock price | $ / shares | $ 0.84 | $ 0.47 | ||||
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 first tranche warrants | $ 24,000 | $ 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 first tranche warrants | $ 2,378,000 | 15,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Third Tranche Warrants [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Fair value of first tranche warrants | $ 1,251,000 | 192,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Fourth Tranche Warrants [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Fair value of first tranche warrants | $ 1,053,000 | 724,000 | ||||
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 | 164,000 | $ 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 | 429,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Third Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Fair value of debentures | $ 1,152,000 | 491,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Fair value of debentures | $ 1,065,000 | $ 640,000 | ||||
Measurement Input, Expected Dividend Rate [Member] | First Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | ||||||
Measurement Input, Expected Dividend Rate [Member] | Second Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | ||||||
Measurement Input, Expected Dividend Rate [Member] | Third Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | ||||||
Measurement Input, Expected Dividend Rate [Member] | Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | ||||||
Measurement Input, Price Volatility [Member] | First Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 100 | 95 | ||||
Measurement Input, Price Volatility [Member] | Second Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 95 | 105 | ||||
Measurement Input, Price Volatility [Member] | Third Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 105 | 107.5 | ||||
Measurement Input, Price Volatility [Member] | Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 105 | 107.5 | ||||
Measurement Input, Risk Free Interest Rate [Member] | First Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 5.03 | 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] | ||||||
Debenture measurement input | 4.02 | 4.51 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Third Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 5.11 | 4.12 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 4.61 | 4.12 | ||||
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 | 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 6 months 18 days | ||||
Measurement Input, Expected Term [Member] | Third 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 3 months 18 days | ||||
Measurement Input, Expected Term [Member] | Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Expected warrant term | 2 years 6 months | 2 years 5 months 1 day | ||||
Measurement Input, Discount Rate [Member] | First Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 17.50 | 13.65 | ||||
Measurement Input, Discount Rate [Member] | Second Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 11.65 | 17.50 | ||||
Measurement Input, Discount Rate [Member] | Third Tranche Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 18.25 | 17.25 | ||||
Measurement Input, Discount Rate [Member] | Third Tranche One Debenture Convertible [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Debenture measurement input | 18.25 | 17.25 | ||||
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 first tranche warrants | $ 45,120 | $ 23 | ||||
Private Placement [Member] | Measurement Input, Share Price [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Exercise price | $ / shares | $ 12.50 | $ 0.47 | ||||
Private Placement [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | ||||||
Private Placement [Member] | Measurement Input, Price Volatility [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 65 | 105 | ||||
Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 4.58 | 3.88 | ||||
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 6 months | ||||
IPO [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Fair value of first tranche 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 first tranche warrants | $ 11,285 | |||||
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] | ||||||
Exercise price | $ / shares | $ 0.47 | $ 56.50 | ||||
First Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | ||||||
First Tranche Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 100 | 95 | ||||
First Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 4.23 | 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 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] | ||||||
Exercise price | $ / shares | $ 60.50 | $ 0.47 | ||||
Second Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | ||||||
Second Tranche Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 95 | 105 | ||||
Second Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 3.80 | 4.12 | ||||
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 6 months 18 days | ||||
Third 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 | 620,230 | |||||
Third Tranche Warrants [Member] | Measurement Input, Share Price [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Exercise price | $ / shares | $ 2.64 | $ 0.47 | ||||
Third Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | ||||||
Third Tranche Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 105 | 107.5 | ||||
Third Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 5 | 3.98 | ||||
Third 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 3 months 18 days | ||||
Fourth 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 | 1,986,112 | |||||
Fourth Tranche Warrants [Member] | Measurement Input, Share Price [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Exercise price | $ / shares | $ 0.84 | $ 0.47 | ||||
Fourth Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | ||||||
Fourth Tranche Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 105 | 107.5 | ||||
Fourth Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Warrants measurement input | 4.44 | 3.97 | ||||
Fourth 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 5 months 1 day |
LONG TERM LOAN (Details Narrati
LONG TERM LOAN (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2021 USD ($) | Apr. 30, 2021 CAD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Long term loans payable | $ 44,300 | $ 45,365 | |||||||
Loan Agreement [Member] | Alterna Bank [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Long term loan principal amount | 29,533 | $ 30,243 | $ 40,000 | ||||||
Proceeds from loan | $ 15,122 | $ 20,000 | 14,767 | ||||||
Debt, interest rate description | The loan is interest free for an initial term that ends on January 18, 2024 | ||||||||
Long term loan, forgiveness | $ 20,000 | ||||||||
Debt instrument, interest rate | 5% | 5% | |||||||
Long term loan, interest payable period | January 19, 2024 to December 31, 2025 | ||||||||
Long term loan, maturity date | Dec. 31, 2026 | ||||||||
Long term loans payable | $ 44,300 | $ 45,365 | $ 60,000 | $ 60,000 |
SCHEDULE OF SHARE CAPITAL (Deta
SCHEDULE OF SHARE CAPITAL (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares issued for cash, net of share issuance costs, shares | 141,175 | ||
Shares issued for cash, net of issuance costs | $ 939,695 | ||
Shares issued in private placement, value | 204,880 | ||
Common shares issued for conversion of convertible debt, value | 9,292,871 | $ 131,532 | |
Shares issued on conversion of vested prefunded warrants, value | |||
Common shares issued for bonuses and compensation, value | 445,293 | 520,230 | |
Common shares issued to consultants, value | $ 324,311 | $ 760,162 | |
Total common shares issued, shares | 5,841,045 | 315,916 | |
Total common shares issued, value | [1] | $ 49,828,942 | $ 27,142,762 |
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares issued for cash, net of share issuance costs, shares | [2] | 124,652 | |
Shares issued for cash, net of issuance costs | $ 939,695 | ||
Shares issued in private placement, shares | [2] | 20,000 | |
Shares issued in private placement, value | $ 204,880 | ||
Common shares issued for conversion of convertible debt, shares | [2] | 4,566,970 | 1,351 |
Common shares issued for conversion of convertible debt, value | $ 9,292,871 | $ 131,532 | |
Shares issued on conversion of vested prefunded warrants, shares | [2] | 141,175 | |
Shares issued on conversion of vested prefunded warrants, value | $ 11,576,224 | ||
Common shares issued for bonuses and compensation, shares | [2] | 54,083 | 5,336 |
Common shares issued for bonuses and compensation, value | $ 348,199 | $ 520,230 | |
Common shares issued to consultants, shares | [2] | 580,900 | 5,695 |
Common shares issued to consultants, value | $ 324,311 | $ 853,457 | |
Fractional shares issued due to roundup from reverse split | 37,349 | ||
Total common shares issued, shares | 5,525,129 | 12,382 | |
Total common shares issued, value | $ 22,686,180 | $ 1,505,219 | |
[1]reflects the 1:50 reverse stock split 1:50 reverse stock split |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of options, beginning balance | 27,652 | 14,338 | |
Weighted average exercise price, beginning balance | $ 165.09 | $ 281.57 | |
Weighted average remaining life (years), balance | 4 years 4 months 13 days | 4 years 2 months 26 days | 4 years 5 months 23 days |
Number of options, granted | 57,364 | 14,942 | |
Weighted average exercise price, granted | $ 4.50 | $ 57 | |
Weighted average remaining life (years), granted | 4 years 8 months 12 days | 4 years 10 months 17 days | |
Number of options forfeited | (3,776) | (512) | |
Weighted average exercise price, forfeited | $ 133.66 | $ 350 | |
Number of options, cancelled | (5,126) | (1,116) | |
Weighted average exercise price, cancelled | $ 224.24 | $ 213.56 | |
Number of options, ending balance | 76,114 | 27,652 | 14,338 |
Weighted average exercise price, ending balance | $ 41.75 | $ 165.09 | $ 281.57 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Number | 76,114 | 27,652 | 14,338 |
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 4 months 13 days | 4 years 2 months 26 days | 4 years 5 months 23 days |
Outstanding Options, Weighted Average Exercise Price | $ 41.75 | $ 165.09 | $ 281.57 |
Exercisable Options, Number | 26,300 | 8,277 | |
Exercisable Options, Weighted Average Exercise Price | $ 86.38 | ||
Stock Option One [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Jun. 30, 2026 | ||
Outstanding Options, Number | 1,844 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 2 years 6 months | ||
Outstanding Options, Weighted Average Exercise Price | $ 179.57 | ||
Exercisable Options, Number | 1,844 | ||
Exercisable Options, Weighted Average Exercise Price | $ 179.57 | ||
Stock Option Two [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | May 31, 2026 | ||
Outstanding Options, Number | 3,450 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 2 years 5 months 1 day | ||
Outstanding Options, Weighted Average Exercise Price | $ 350 | ||
Exercisable Options, Number | 2,870 | ||
Exercisable Options, Weighted Average Exercise Price | $ 350 | ||
Stock Option Three [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Jul. 15, 2026 | ||
Outstanding Options, Number | 1,109 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 2 years 6 months 14 days | ||
Outstanding Options, Weighted Average Exercise Price | $ 350 | ||
Exercisable Options, Number | 828 | ||
Exercisable Options, Weighted Average Exercise Price | $ 350 | ||
Stock Option Four [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Sep. 30, 2026 | ||
Outstanding Options, Number | 986 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 2 years 9 months | ||
Outstanding Options, Weighted Average Exercise Price | $ 350 | ||
Exercisable Options, Number | 738 | ||
Exercisable Options, Weighted Average Exercise Price | $ 350 | ||
Stock Option Five [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Nov. 18, 2027 | ||
Outstanding Options, Number | 11,361 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 3 years 10 months 17 days | ||
Outstanding Options, Weighted Average Exercise Price | $ 57 | ||
Exercisable Options, Number | 5,676 | ||
Exercisable Options, Weighted Average Exercise Price | $ 57 | ||
Stock Option Six [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Sep. 12, 2028 | ||
Outstanding Options, Number | 57,364 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 8 months 12 days | ||
Outstanding Options, Weighted Average Exercise Price | $ 4.50 | ||
Exercisable Options, Number | 14,344 | ||
Exercisable Options, Weighted Average Exercise Price | $ 4.50 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Expected volatility | 77.46% | 78.05% |
Expected Term (in years) | 2 years 9 months 25 days | 3 years 25 days |
Risk-free interest rate | 3.97% | 3.35% |
Fair value of options | $ 2.31 | $ 30.25 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Number of warrants, beginning balance | 197,536 | 115,407 | |
Warrants, weighted average exercise price, beginning balance | $ 245.37 | $ 333.09 | |
Number of warrants, ending balance | 2,877,104 | 197,536 | |
Warrants, weighted average exercise price, ending balance | $ 14.39 | $ 245.37 | |
Granted June 30, 2022 [Member] | |||
Number of warrants, beginning balance | 82,129 | ||
Warrants, weighted average exercise price, granted | [1] | $ 122.10 | |
Warrants granted, expiry date | Dec. 30, 2025 | ||
Warrants Granted January 17, 2023 [Member] | |||
Number of warrants, beginning balance | 53,226 | ||
Warrants, weighted average exercise price, granted | [1] | $ 62 | |
Warrants granted, expiry date | Jul. 17, 2026 | ||
Warrants Granted June 20, 2023 [Member] | |||
Number of warrants, beginning balance | 20,000 | ||
Warrants, weighted average exercise price, granted | $ 25 | ||
Warrants granted, expiry date | Jun. 20, 2025 | ||
Warrants Granted October 18, 2023 [Member] | |||
Number of warrants, beginning balance | 620,230 | ||
Warrants, weighted average exercise price, granted | [1] | $ 2.62 | |
Warrants granted, expiry date | Apr. 18, 2027 | ||
Warrants Granted November 30, 2023 [Member] | |||
Number of warrants, beginning balance | 1,986,112 | ||
Warrants, weighted average exercise price, granted | $ 0.90 | ||
Warrants granted, expiry date | May 30, 2027 | ||
[1]The issuance of the Fourth Tranche Debenture on November 30, 2023 triggered the down round provision, adjusting the exercise prices of the Debenture Warrants to $ 0.90 1,100,000 3,341,122 0.214 0.214 |
SCHEDULE OF OUTSTANDING WARRA_2
SCHEDULE OF OUTSTANDING WARRANTS (Details) (Parenthetical) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Feb. 21, 2024 | Mar. 07, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued for cash, net of issuance costs | $ 939,695 | |||
Shares issued for cash, net of issuance costs, shares | 141,175 | |||
Investor [Member] | Subsequent Event [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Exercise price | $ 0.214 | |||
Convertible Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 0.90 | |||
Convertible Warrants [Member] | Investor [Member] | Subsequent Event [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued for cash, net of issuance costs, shares | 3,341,122 | |||
Convertible Debenture [Member] | Investor [Member] | Subsequent Event [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued for cash, net of issuance costs | $ 1,100,000 | $ 1,100,000 | ||
Exercise price | $ 0.214 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 16,398,053 | 347,841 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 2,877,104 | 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 | 76,114 | 27,652 |
Prefunded Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 22,923 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 13,444,835 | 99,730 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | Unlimited | Unlimited | |||
Preferred stock, no par value | $ 0 | $ 0 | $ 0 | ||
Common stock, shares authorized | Unlimited | Unlimited | |||
Common stock, no par value | $ 0 | $ 0 | $ 0 | ||
Number of shares issued | 141,175 | ||||
Shares issued for cash, net of issuance costs | $ 939,695 | ||||
Share issuance costs | 153,220 | ||||
Share-based compensation | $ 317,933 | $ 420,715 | |||
Options outstanding | 76,114 | 76,114 | 27,652 | 14,338 | |
Options weighted average exercise price | $ 41.75 | $ 41.75 | $ 165.09 | $ 281.57 | |
Options exercisable | 26,300 | 26,300 | 8,277 | ||
Unrecognized compensation cost | $ 116,646 | $ 116,646 | $ 538,358 | ||
Unrecognized compensation cost, recognition period | 1 year | 2 years | |||
Officer [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based compensation | $ 97,094 | ||||
Private Placement [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Sale of stock issued | 20,000 | ||||
Strike price | $ 25 | ||||
Expiry date | Jun. 20, 2025 | ||||
Total consideration | $ 250,000 | ||||
Fair value of warrant amount | $ 45,120 | ||||
ATM [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of shares issued | 124,652 | ||||
Shares issued for cash, net of issuance costs | $ 1,092,915 | ||||
Share issuance costs | $ 153,220 |
SCHEDULE OF REVENUES (Details)
SCHEDULE OF REVENUES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total Revenue | $ 16,281 | |
HVAC Devices [Member] | ||
Total Revenue | 13,753 | |
Transport Devices [Member] | ||
Total Revenue | $ 2,528 |
SUMMARY OF INCOME TAX PROVISION
SUMMARY OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total loss before taxes | $ (11,733,210) | $ (12,873,102) |
CANADA | ||
Total loss before taxes | (10,981,917) | (11,753,662) |
UNITED STATES | ||
Total loss before taxes | $ (751,293) | $ (1,119,440) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss before taxes | $ (11,733,210) | $ (12,873,102) |
Income taxes at the statutory rate | (3,167,967) | (3,475,738) |
Change in fair value of derivative liabilities | (2,525,761) | (1,032,824) |
Non-deductible accretion interest | 1,665,506 | 747,719 |
Debt conversion and extinguishment losses | 509,945 | |
Stock-based compensation | 314,023 | 484,035 |
Share issue costs | (167,075) | (108,685) |
Foreign currency translation | (185,096) | (298,876) |
Foreign currency translation | 185,096 | 298,876 |
Others permanent differences | 1,893 | 63,035 |
Total | (3,554,532) | (3,023,582) |
Change in valuation Allowance | 3,554,532 | 3,023,582 |
Total income tax expense (benefit) | ||
CANADA | ||
Loss before taxes | $ (10,981,917) | $ (11,753,662) |
Statutory tax rate | 27% | 27% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Unused net operating losses carry forward - Canada and United States | $ 10,964,564 | $ 7,572,932 |
Share issue costs | 285,654 | 130,732 |
Other | 2,692 | (5,286) |
Total deferred tax assets | 11,252,910 | 7,698,378 |
Valuation allowance | (11,252,910) | (7,698,378) |
Net deferred tax assets |
SCHEDULE OF NON-CAPITAL LOSSES
SCHEDULE OF NON-CAPITAL LOSSES USED TO OFFSET FUTURE TAXABLE INCOME IN CANADA (Details) - CANADA - Non-Capital Losses Carryforward [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Tax Credit Carryforward [Line Items] | ||
2038 | $ 2,013,889 | |
2039 | 4,562,121 | |
2040 | 2,351,635 | |
2041 | 6,394,857 | |
2042 | 11,124,183 | |
Thereafter | 10,914,515 | |
Non-capital losses | $ 37,361,200 | $ 25,800,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CANADA | ||
Tax Credit Carryforward [Line Items] | ||
Effective income tax rate reconciliation at federal statutory income tax rate | 27% | 27% |
CANADA | Non-Capital Losses Carryforward [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating losses | $ 37,361,200 | $ 25,800,000 |
UNITED STATES | ||
Tax Credit Carryforward [Line Items] | ||
Net operating losses | $ 3,000,000 | $ 2,200,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Enso Law [Member] | ||
Related Party Transaction [Line Items] | ||
Legal expense | $ 8,213 | $ 79,457 |
Accounts Payable and Accrued Liabilities [Member] | ||
Related Party Transaction [Line Items] | ||
Due to officers and directors | $ 57,561 | $ 32,500 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Research and Development | $ 6,589 | $ 615,693 |
Product Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Research and Development | 6,589 | 179,563 |
License Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Research and Development | 256,703 | |
Design And Construction [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Research and Development | $ 179,427 |
RESEARCH AND DEVELOPMENT (Detai
RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Research and Development [Abstract] | ||
Research and development expense | $ 6,589 | $ 615,693 |
SCHEDULE OF LEASE EXPENSES (Det
SCHEDULE OF LEASE EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost | $ 242,632 | $ 295,601 |
Short-term lease cost | 47,385 | 23,361 |
Total lease expenses | $ 290,017 | $ 318,962 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Nov. 01, 2023 USD ($) |
Leases | |
Loss on termination of lease | $ 30,322 |
SUMMARY OF FUTURE PRINCIPAL PAY
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT (Details) | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 7,666,599 |
2025 | 3,143,538 |
2026 | 660,000 |
Long Term Debt | $ 11,470,137 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Aug. 11, 2023 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Interest in damages | $ 451,684 | |
Expenses claimed | $ 230,000 | |
Mr.Ingo Wilhelm Mueller [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Interest in damages | $ 473,367 | |
Mr.Ingo Wilhelm Mueller [Member] | Common Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Interest in damages | $ 468,313 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 21, 2024 | Mar. 07, 2024 | Apr. 01, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Shares issued for cash, net of issuance costs | $ 939,695 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion of convertible debt | 16,493,602 | |||
Principal and interest | $ 4,062,217 | |||
Shares issued as compensation | 112,645 | |||
Number of common stock issued for services | 126,646 | |||
Subsequent Event [Member] | Investor [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price of warrants | $ 0.214 | |||
Subsequent Event [Member] | Investor [Member] | Convertible Debenture [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued for cash, net of issuance costs | $ 1,100,000 | $ 1,100,000 | ||
Exercise price of warrants | $ 0.214 | |||
Subsequent Event [Member] | Investor [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price of warrants | $ 0.214 |