Smart for Life (SMFL) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Document Information Line Items
Entity Registrant Name	SMART FOR LIFE, INC.
Trading Symbol	SMFL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		32,027,670
Amendment Flag	false
Entity Central Index Key	0001851860
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41290
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-5360128
Entity Address, Address Line One	990 Biscayne Blvd
Entity Address, Address Line Two	Suite 503
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33132
City Area Code	(786)
Local Phone Number	749-1221
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 303,533	$ 205,093
Accounts receivable, net	754,864	388,958
Inventory	5,601,198	3,392,544
Due from related parties, net	1,365,353
Prepaid expenses and other current assets	299,160	352,909
Total current assets	8,324,108	4,339,504
Property and equipment, net	562,220	523,044
Intangible assets, net	21,867,571	14,420,900
Goodwill	1,342,000	1,342,000
Deposits and other assets	63,699	61,877
Operating lease right-of-use assets	1,987,544	1,923,082
Total other assets	25,823,034	18,270,903
Total assets	34,147,142	22,610,407
Current liabilities:
Accounts payable	3,441,599	1,991,788
Accrued expenses	2,269,392	2,066,087
Accrued expenses, related parties	820,816	371,319
Due to related parties, net		325,966
Deferred revenue	978,041	681,786
Preferred stock dividends payable	600,750	355,417
Operating lease liability, current	268,310	384,530
Derivative liability	94,255
Debt, current, net of debt discounts	8,351,013	10,967,855
Total current liabilities	16,824,176	17,144,748
Long-term liabilities:
Operating lease liability, noncurrent	1,768,609	1,570,388
Debt, noncurrent	13,503,078	9,986,009
Total long-term liabilities	15,271,687	11,556,397
Total liabilities	32,095,863	28,701,145
Commitments and contingencies
Stockholders’ Equity (Deficit)
Series A Convertible Preferred Stock, $.0001 par value, 8,000 shares authorized, 1,000 and 8,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		1
Common Stock, $.0001 par value, 100,000,000 shares authorized, 31,927,670 and 13,937,500 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	3,194	1,394
Additional paid in capital	38,970,079	8,922,467
Accumulated deficit	(36,921,994)	(15,014,600)
Total stockholders’ equity (deficit)	2,051,279	(6,090,738)
Total liabilities and stockholders’ equity (deficit)	$ 34,147,142	$ 22,610,407

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Series A convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Series A convertible preferred stock, shares authorized	8,000	8,000
Series A convertible preferred stock, shares issued	1,000	8,000
Series A convertible preferred stock, shares outstanding	1,000	8,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	31,927,670	13,937,500
Common stock, shares outstanding	31,927,670	13,937,500

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues
Total revenues	$ 5,356,985	$ 3,367,853	$ 14,097,362	$ 4,794,494
Cost of revenues
Total cost of revenues	2,724,321	1,932,065	8,165,965	3,328,402
Gross profit	2,632,664	1,435,788	5,931,397	1,466,092
Operating expenses
General and administrative	1,760,381	910,012	5,139,263	1,693,181
Salaries	1,479,816	1,134,103	5,120,518	1,910,284
Professional services	316,440	571,014	1,622,871	571,014
Depreciation and amortization expense	522,412	581,704	1,375,514	656,458
Total operating expenses	4,079,049	3,196,833	13,258,166	4,830,937
Operating loss	(1,446,385)	(1,761,045)	(7,326,769)	(3,364,845)
Other income (expense)
Other income (expense)	(183,189)	78,869	(693,614)	80,311
Gain on debt extinguishment			134,956
Change in value of derivative liability	108,426		146,513
Interest expense	(426,573)	(674,056)	(14,168,479)	(813,055)
Total other (expense)	(501,336)	(595,187)	(14,580,624)	(732,744)
Loss before income taxes	(1,947,721)	(2,356,232)	(21,907,393)	(4,097,589)
Income tax expense
Net loss	(1,947,721)	(2,356,232)	(21,907,393)	(4,097,589)
Preferred stock dividends			(600,750)
Net loss attributable to common stockholders	$ (1,947,721)	$ (2,356,232)	$ (22,508,143)	$ (4,097,589)
Loss per share, basic and diluted (in Dollars per share)	$ (0.07)	$ (0.17)	$ (0.8)	$ (0.3)
Weighted average shares outstanding, basic and diluted (in Shares)	28,008,542	13,818,890	28,008,542	13,835,274
Products
Revenues
Total revenues	$ 4,501,657	$ 3,367,853	$ 11,537,041	$ 4,794,494
Cost of revenues
Total cost of revenues	2,094,198	1,932,065	6,281,486	3,328,402
Advertising
Revenues
Total revenues	855,328		2,560,321
Cost of revenues
Total cost of revenues	$ 630,123		$ 1,884,479

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Loss per share, diluted	$ (0.07)	$ (0.17)	$ (0.80)	$ (0.30)
Weighted average shares outstanding, diluted	28,008,542	13,818,890	28,008,542	13,835,274

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 1,381	$ 121,870	$ (7,249,077)	$ (7,125,826)
Balance (in Shares) at Dec. 31, 2020		13,805,000
Net loss				(780,641)	(780,641)
Balance at Mar. 31, 2021		$ 1,381	121,870	(8,029,718)	(7,906,467)
Balance (in Shares) at Mar. 31, 2021		13,805,000
Balance at Dec. 31, 2020		$ 1,381	121,870	(7,249,077)	(7,125,826)
Balance (in Shares) at Dec. 31, 2020		13,805,000
Net loss					(4,097,589)
Balance at Sep. 30, 2021	$ 1	$ 1,387	8,767,069	(11,346,672)	(2,578,215)
Balance (in Shares) at Sep. 30, 2021	8,000	13,870,000
Balance at Mar. 31, 2021		$ 1,381	121,870	(8,029,718)	(7,906,467)
Balance (in Shares) at Mar. 31, 2021		13,805,000
Stock issued for services		$ 6			6
Stock issued for services (in Shares)		65,000
Net loss				(960,722)	(960,722)
Balance at Jun. 30, 2021		$ 1,387	121,870	(8,990,440)	(8,867,183)
Balance (in Shares) at Jun. 30, 2021		13,870,000
Warrants issued in connection with debt			1,565,200		1,565,200
Stock issued for cash	$ 1		7,079,999		7,080,000
Stock issued for cash (in Shares)	8,000
Net loss				(2,356,232)	(2,356,232)
Balance at Sep. 30, 2021	$ 1	$ 1,387	8,767,069	(11,346,672)	(2,578,215)
Balance (in Shares) at Sep. 30, 2021	8,000	13,870,000
Balance at Dec. 31, 2021	$ 1	$ 1,394	8,922,467	(15,014,600)	(6,090,738)
Balance (in Shares) at Dec. 31, 2021	8,000	13,937,500
Stock issued for cash with initial public offering		$ 144	10,623,348		10,623,492
Stock issued for cash with initial public offering (in Shares)		1,440,000
Series A warrants issued in connection with initial public offering			1,902,689		1,902,689
Series B warrants in connection with initial public offering			158,558		158,558
Warrants issued in connection with debt			65,624		65,624
Common stock issued upon exercise of series B warrants		$ 144	(144)
Common stock issued upon exercise of series B warrants (in Shares)		1,437,730
Stock issued upon conversion of convertible notes		$ 124	5,622,761		5,622,885
Stock issued upon conversion of convertible notes (in Shares)		1,239,494
Stock issued in connection with acquisition		$ 4	(4)
Stock issued in connection with acquisition (in Shares)		42,500
Stock issued for conversion of accounts payable		$ 1	147,222		147,223
Stock issued for conversion of accounts payable (in Shares)		14,723
Stock issued for services		$ 88	822,538		822,626
Stock issued for services (in Shares)		877,000
Stock issued upon conversion of preferred stock	$ (1)	$ 1,050	(1,049)
Stock issued upon conversion of preferred stock (in Shares)	(7,000)	10,499,469
Common stock issued under future equity agreements		$ 217	10,844,743		10,844,960
Common stock issued under future equity agreements (in Shares)		2,168,992
Preferred stock dividend payable			(85,417)		(85,417)
Net loss				(16,574,477)	(16,574,477)
Balance at Mar. 31, 2022		$ 3,166	39,023,336	(31,589,077)	7,437,425
Balance (in Shares) at Mar. 31, 2022	1,000	31,657,408
Balance at Dec. 31, 2021	$ 1	$ 1,394	8,922,467	(15,014,600)	(6,090,738)
Balance (in Shares) at Dec. 31, 2021	8,000	13,937,500
Net loss					(21,907,393)
Balance at Sep. 30, 2022		$ 3,194	38,970,079	(36,921,994)	2,051,279
Balance (in Shares) at Sep. 30, 2022	1,000	31,927,670
Balance at Mar. 31, 2022		$ 3,166	39,023,336	(31,589,077)	7,437,425
Balance (in Shares) at Mar. 31, 2022	1,000	31,657,408
Common stock issued upon conversion of promissory note		$ 7	73,260		73,267
Common stock issued upon conversion of promissory note (in Shares)		73,267
Common stock issued upon option exercise		$ 20	(20)
Common stock issued upon option exercise (in Shares)		195,495
Change in derivative liability			39,959		39,959
Preferred stock dividend payable			(159,916)		(159,916)
Net loss				(3,385,195)	(3,385,195)
Balance at Jun. 30, 2022		$ 3,193	38,970,079	(34,974,272)	3,999,000
Balance (in Shares) at Jun. 30, 2022	1,000	31,926,170
Common stock issued upon exercise of series B warrants		$ 1		(1)
Common stock issued upon exercise of series B warrants (in Shares)		1,500
Net loss				(1,947,721)	(1,947,721)
Balance at Sep. 30, 2022		$ 3,194	$ 38,970,079	$ (36,921,994)	$ 2,051,279
Balance (in Shares) at Sep. 30, 2022	1,000	31,927,670

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (21,907,393)	$ (4,097,589)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense	6,731
Depreciation and amortization expense	1,375,514	656,458
Gain on extinguishment of debt	(134,956)
Stock-based compensation	822,626
Amortization of debt issuance costs	1,737,976	536,628
Discounts on debt obtained	(302,045)
Interest expense associated to warrants issued with debt obtained		12,921
Interest expense associated with future equity agreements	10,844,961
Right of use asset and lease liability	17,539	49,069
Change in value of derivative liability	127,214
Change in operating assets and liabilities:
Accounts receivable, net	(314,587)	(104,487)
Inventory	(2,208,654)	(2,972,531)
Prepaid expenses and other current assets	53,749	(36,573)
Deposits and other assets	(1,822)	(24,680)
Accounts payable	1,597,032	941,909
Accrued expenses	48,496	(139,919)
Accrued expenses, related parties	449,497
Deferred revenue	296,255	31,270
Net cash used in operating activities	(7,491,867)	(5,147,524)
Cash flows from investing activities:
Cash paid for acquisition of DSO		(6,000,000)
Cash paid for acquisition of Ceautamed	(3,000,000)
Additions to property and equipment	(72,271)	(1,550)
Net cash used in investing activities	(3,072,271)	(6,001,550)
Cash flows from financing activities:
Repayments from related parties	(1,711,600)	(292,311)
Advances to related parties	390,041
Proceeds from initial public offering	12,738,288
Proceeds from issuance of preferred stock		7,080,000
Proceeds from convertible notes and notes payable	8,151,889	5,301,130
Repayments on convertible notes and notes payable	(8,852,491)	(995,757)
Paycheck protection program loan proceeds		261,164
Payment of fees from issuance of common stock	(53,549)
Net cash provided by financing activities	10,662,578	11,354,226
Net increase in cash	98,440	205,152
Cash, beginning of period	205,093	484,949
Cash, end of period	303,533	690,101
Supplemental disclosure of cash flow information:
Interest paid	3,257,894	276,427
Non-cash investing and financing activities:
Stock issued for conversion of accounts payable	147,223
Stock issued for conversion of convertible notes and interest	5,622,885
Debt issued in connection with acquisition of Ceautamed	5,600,000
Equipment obtained with financing	$ 181,815

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2022
Description of Business [Abstract]
Description of Business	Note 1 — Description of Business Smart for Life, Inc., formerly Bonne Santé Group, Inc. (“SFL”), is a Delaware corporation which was formed on February 7, 2017. Structured as a global holding company, it is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutraceutical and related products with an emphasis on health and wellness. On March 8, 2018, SFL acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products, Inc. On October 8, 2019, SFL entered into an agreement to acquire the remaining 49% of these companies, subject to certain conditions which were subsequently met. On September 30, 2020, the name of Millenium Natural Manufacturing Corp. was changed to Bonne Sante Natural Manufacturing, Inc. (“BSNM”), and on November 24, 2020, Millenium Natural Health Products Inc. was merged into BSNM. Based in Doral, Florida, BSNM operates a 22,000 square-foot FDA-certified manufacturing facility. It manufactures nutritional products for a significant number of customers. On July 1, 2021, SFL acquired Doctors Scientific Organica, LLC d/b/a Smart for Life, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C (collectively, “DSO”). On August 27, 2021, SFL transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. As a result, these entities are now wholly owned subsidiaries of Doctors Scientific Organica, LLC. Based in Riviera Beach, Florida, DSO operates a 30,000 square-foot FDA-certified manufacturing facility. DSO manufactures and sells weight management foods and related products. Additionally, DSO provides manufacturing services for other customers. On August 24, 2021, Smart for Life Canada Inc. (“DSO Canada”) was established as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. SFL Canada sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for international direct to consumer and big box customers. It maintains inventory and employees at this location. On November 8, 2021, SFL acquired Nexus Offers, Inc. (“Nexus”). Nexus is a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor. Based in Miami, Florida, Nexus operates virtually. On December 6, 2021, SFL acquired GSP Nutrition Inc. (“GSP”). GSP is a sports nutrition company that offers nutritional supplements for athletes and active lifestyle consumers under the Sports Illustrated Nutrition brand. Based in Miami, Florida, GSP operates virtually. On May 19, 2022, SFL acquired Lavi Enterprises, LLC (“Lavi”) for $100. On the same date, SFL transferred all of the equity interests of Lavi to DSO. As a result, Lavi is now a wholly owned subsidiary of DSO. Lavi is an operating company associated with DSO and has relationships with various customers and distributors of DSO’s products. On July 29, 2022, SFL acquired Ceautamed Worldwide, LLC (“Ceautamed”) and its wholly-owned subsidiaries .

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Description of Business [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the consolidated operations of SFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, Lavi, Ceautamed, WW and GFF (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. Basis of Presentation The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2021 balance sheet has been derived from audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022 and 2021 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of the full fiscal year. The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2021. Liquidity, Capital Resources and Going Concern At September 30, 2022, the Company had current liabilities in excess of current assets in the amount of approximately $8.5 million. During the nine months ended September 30, 2022, the Company completed a series of debt and equity financings and an initial public offering (the “IPO”) resulting in net proceeds of approximately $12.8 million, but sustained a net loss of approximately $21.9 million and had consumed cash in operating activities of approximately $7.5 million during the period. To date, the Company has satisfied its capital needs with the net proceeds from its IPO, issuance of notes payable and bank debt. Company management expects to continue to incur net losses and have significant cash outflows for at least the next 12 months. The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. Management believes that there is substantial doubt that current available resources will be sufficient to fund the Company’s planned expenditures over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Based on its analysis, the Company concluded that with additional debt or equity issuances of approximately $3.1 million, it will have the ability to continue as a going concern for at least the next 12 months. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of derivatives, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At September 30, 2022 and December 31, 2021, there were no cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivable are presented net of an allowance for doubtful accounts of $10,865 and $17,170 at September 30, 2022 and December 31, 2021, respectively. Inventory Inventory consists of raw materials, work in progress, and finished goods and is valued at the lower of cost (first-in, first-out) or net realizable value. An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term. Property and Equipment, net Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-5 years. Goodwill and Intangible Assets Goodwill is not amortized but is subject to annual impairment tests. In addition to the annual impairment review, impairment reviews are performed whenever circumstances indicate a possible impairment may exist. Impairment testing for goodwill is done at the reporting unit level. The Company compares the fair value of the reporting unit assets to the carrying amount, on at least an annual basis, to determine if there is potential impairment. If the fair value of the reporting unit assets is less than their carrying value, an impairment loss will be recognized. No goodwill impairments were recognized during the three and nine months ended September 30, 2022 and during the year ended December 31, 2021. Intangible assets consist of customer relationships, non-compete agreements, license agreements, goodwill, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company had no impairment of long-lived assets at September 30, 2022 and December 31, 2021. Operating Lease Right-of-Use Assets and Liabilities The Company records a right-of-use (“ROU”) asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition. Lease liabilities are recognized based on the present value of the remaining lease payments and are discounted using the most reasonable incremental borrowing rate. The Company uses the implicit rate when it is readily determinable. Since the Company’s lease does not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Leases with a term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight- line basis over the lease term. Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10, “Derivatives and Hedging,” requires that embedded derivative instruments be bifurcated and assessed, along with freestanding derivative instruments such as convertible promissory notes, on their issuance date to determine whether they would be considered a derivative liability and measured at their fair value for accounting purposes. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income. For option based simple derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Beneficial Conversion Feature For conventional convertible debt issued before the adoption of Accounting Standards Update (“ASU”) 2020-06, where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) discount against the face amount of the respective debt instrument (offset to additional paid in capital). When the Company records a BCF which is not a conventional convertible, the fair value of the BCF is recorded as a derivative liability with an offset against the face amount of the respective debt instrument which is and amortized to interest expense over the term of the debt. Debt Issuance Cost In accordance with ASC 835-30, “Other Presentation Matters,” the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense. Revenue Recognition The Company evaluates and recognize revenue by: ● identifying the contract(s) with the customer, ● identifying the performance obligations in the contract, ● determining the transaction price, ● allocating the transaction price to performance obligations in the contract; and ● recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”). Products (BSNM, DSO, GSP and Ceautamed) The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for its customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company did not have any material unsatisfied performance obligations at September 30, 2022 or December 31, 2021. Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. Advertising/Marketing (Nexus) Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales. Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at September 30, 2022 or December 31, 2021. Freight For the nine months ended September 30, 2022 and 2021, freight costs amounted to $754,909 and $181,782, respectively, and have been recorded in cost of revenues, products in the accompanying condensed consolidated statement of operations. Advertising Advertising costs are expensed as incurred. Advertising costs for the nine months ended September 30, 2022 were $1,618,467, and have been recorded in general and administrative expenses in the accompanying condensed consolidated statement of operations. Paycheck Protection Program The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, “Debt.” Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. Stock-based Compensation The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date, are valued using a Black-Scholes option pricing model to determine the fair market value of the stock options. The Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option grant. Income Taxes The Company accounts for income tax under the provisions of ASC 740, “Income Taxes.” The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At September 30, 2022 and December 31, 2021, the Company has no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Recent Accounting Standard Issued Not Yet Adopted On August 5, 2020, the FASB issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company believes that the adoption of this ASU will not have a material impact to the condensed consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2022
Acquisitions [Abstract]
Acquisitions	Note 3 — Acquisitions On March 14, 2022, entered into securities purchase agreement, which was amended on July 29, 2022, to acquire . On July 29, 2022, the acquisition was completed. Pursuant to the terms of the securities purchase agreement, as amended, the Company acquired Ceautamed for an aggregate purchase price of $8,600,000 ( subject to adjustments). The purchase price consists of (i) $3,000,000 in cash, of which $1,000,000 was previously paid by the Company and $2,000,000 was paid at closing, (ii) The table below summarizes the value of the total consideration given in the transaction. Amount Cash issued $ 3,000,000 Debt issued 5,600,000 Total consideration $ 8,600,000 Under the acquisition method of accounting outlined in ASC 805, the identifiable assets acquired and liabilities assumed in the acquisition are recorded at their acquisition-date fair values and are included in the Company’s condensed consolidated financial position. The following table summarizes the preliminary purchase price allocation for the assets acquired and liabilities assumed in connection with the acquisition of Ceautamed. Amount Tangible assets acquired $ 635,223 Liabilities assumed (635,233 ) Intangible assets 8,600,000 Net assets acquired $ 8,600,000 The intangible assets acquired from Ceautamed have estimated useful lives and values of: Useful life Amount Non-compete agreements 3 $ 785,530 Customer contracts 10 7,429,271 Intellectual property 10 385,199 Total intangible assets $ 8,600,000 During the year ended December 31, 2021, and as discussed in Note 1, the Company acquired DSO, Nexus and GSP. The following unaudited supplemental proforma financial information reflects the combined results of operations had the DSO, Nexus, GSP and Ceautamed acquisitions occurred at the beginning of 2021. The proforma information reflects certain adjustments related to the acquisitions including adjusted amortization and depreciation expense based on the fair values of the assets acquired. The proforma combined results of operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ 5,643,449 $ 3,885,858 $ 15,927,943 $ 17,003,901 Operating loss $ (1,415,979 ) $ (1,300,481 ) $ (7,096,841 ) $ (2,387,786 ) Loss per share, basic and diluted $ (0.07 ) $ (0.09 ) $ (0.77 ) $ (0.17 ) Weighted average shares outstanding, basic and diluted 28,008,542 13,818,890 28,008,542 13,818,890

Inventory

Inventory	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Inventory	Note 4 — Inventory Inventory consisted of the following: September 30, 2022 December 31, Raw materials $ 485,433 $ 452,583 Finished goods 5,115,765 2,939,961 $ 5,601,198 $ 3,392,544

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5 — Property and Equipment Property and equipment consisted of the following: Estimated September 30, 2022 December 31, Furniture and fixtures 7 $ 9,139 $ 9,139 Equipment – Manufacturing 5 1,341,392 1,102,239 Building & Equipment 5 3,840 193 Leasehold improvements 2.5 90,099 71,539 1,444,470 1,183,110 Less: accumulated depreciation and amortization (882,250 ) (660,066 ) Property and equipment, net $ 562,220 $ 523,044 Depreciation expense for the nine months ended September 30, 2022 and 2021 totaled $222,184 and $123,857, respectively, reflected in depreciation and amortization expense in the accompanying condensed consolidated statement of operations.

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 6 — Intangible Assets Intangible assets consisted of the following: Estimated September 30, 2022 December 31, Customer contracts 10 $ 17,288,770 $ 9,859,499 Intellectual property 10 385,199 — Developed technology 15 1,570,000 1,570,000 Non-compete agreements 3 1,595,530 810,000 Patents 5 230,000 230,000 Tradename 15 2,010,000 2,010,000 Licenses agreements 5 584,220 584,220 Total intangible assets 23,663,719 15,063,719 Less: amortization (1,796,148 ) (642,819 ) Intangibles, net $ 21,867,571 $ 14,420,900 Amortization for the nine months ended September 30, 2022 and 2021 was $1,148,603 and $41,462, respectively, reflected in depreciation and amortization expense in the accompanying condensed consolidated statement of operations. The future amortization is as follows: Years Ending December 31: 2022 (remainder of year) $ 616,285 2023 2,465,141 2024 2,465,141 2025 2,378,859 2026 2,149,226 Thereafter 11,793,980 Total $ 21,867,571

Lease Commitments

Lease Commitments	9 Months Ended
	Sep. 30, 2022
Lease Commitments [Abstract]
Lease Commitments	Note 7 — Lease Commitments The Company enters into lessee arrangements consisting of operating leases for its operations. The Company had four operating leases as of September 30, 2022 and December 31, 2021 . Discount Rate Applied to Property Operating Lease To determine the present value of minimum future lease payments for its operating lease at January 1, 2020, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate”). The lease assets and liabilities were calculated utilizing a discount rate of 12%, according to the Company’s elected policy. Operating Right of Use Assets and Liabilities The right of uses assets and liabilities is included in the accompanying condensed consolidated balance sheets as follows: September 30, 2022 December 31, Asset Operating lease right of use assets $ 1,987,544 $ 1,923,082 Liabilities Operating lease liabilities, current portion $ 268,310 $ 384,530 Operating liabilities, net of current portion 1,768,609 1,570,388 Total lease liabilities $ 2,036,919 $ 1,954,918 Minimum lease payments under the operating lease are recognized on a straight-line basis over the term of the lease. For the Year Ended December 31: 2022 (remainder of year) $ 148,777 2023 465,164 2024 478,141 2025 491,508 2026 505,277 Thereafter 746,597 Total payments 2,835,464 Less: amount representing interest (798,545 ) Lease obligation, net 2,036,919 Less: current portion (268,310 ) Lease obligation – long-term $ 1,768,609 Rent expense for the nine months ended September 30, 2022 and 2021 was $471,566 and $303,195, respectively, reflected in general and administrative in the accompanying condensed consolidated statement of operations.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	Note 8 — Fair Value Measurement The following are the hiera rchical levels of inputs to measure fair value: ● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using terms in the notes that are subject to volatility and market price of the underlying common stock of the Company. As of September 30, 2022, and December 31, 2021, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of September 30, 2022 in the amount of $94,255 is related to conversion feature on the outstanding convertible notes not converted by the noteholders as of September 30, 2022. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. Generally, as the stock price decreases for each of the related convertible notes that have an embedded derivative liability, the value of the derivative liability decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s convertible notes with an embedded derivative liability. The Company used the Black-Scholes Model to measure the fair value of the derivative liabilities as $94,255 and will subsequently remeasure the fair value at the end of each period, and record the change of fair value in the condensed consolidated statement of operation during the corresponding period. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the period ended September 30, 2022: Derivative Liability, December 31, 2021 $ — Day 1 Loss 41,933 Discount from derivatives 273,727 Resolution of derivative liability (32,959 ) Mark to market adjustment (188,446 ) Derivative Liability, September 30, 2022 $ 94,255

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt [Abstract]
Debt	Note 9 — Debt Original Issue Discount Subordinated Debentures In June 2022, the Company commenced an offering of original issue discount subordinated debentures. As of September 30, 2022, the Company has completed four closings of this offering and issued debentures in the aggregate principal amount of $3,579,686. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $538,240. As a result, the total purchase price was $3,050,000. The debentures bear interest at a rate of 17.5% per annum. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of the Company’s next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. The Company may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu Original Issue Discount Secured Subordinated Note On July 29, 2022, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or an original issue discount of $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis and payable in accordance with the amortization schedule set forth on Exhibit A to the note. The Company may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of the Company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note) 12% Unsecured Subordinated Convertible Debentures On November 5, 2021, the Company entered into a securities purchase agreement with certain investors, pursuant to which it sold 12% unsecured subordinated convertible debentures in the aggregate principal amount of $2,250,000 to such investors for gross proceeds of $2,214,000, the proceeds of which were used to fund the acquisition of Nexus. Interest at a rate of 12% per annum accrued on the principal balance of the debentures from the date of issuance until February 14, 2022, the date that the registration statement related to the IPO was declared effective by the Securities and Exchange Commission (the “IPO Date”). The debentures are due and payable on the earliest of the maturity date, November 30, 2022, or upon their earlier conversion or redemption. As of September 30, 2022, the outstanding principal balance of the debentures was $2,250,000 and debt issuance cost was $26,174. At any time after August 14, 2022, the sixth month anniversary of the IPO Date, the holders may convert the principal amount of the debentures into shares of common stock at a conversion price that is equal to the lower of $2.50 and the lowest volume weighted average price during the 10 trading days immediately following the IPO; provided further, that the conversion price shall not be less than $1.00. The conversion price is subject to standard equitable adjustments for stock splits, stock combinations, recapitalizations, and similar transactions. The debentures contain beneficial ownership limitations which limit the holders’ beneficial ownership to 9.99% of the Company’s outstanding common stock. The Company may redeem some or all of the outstanding principal amount of the debentures for cash in an amount equal to 115% of the outstanding principal amount of the debentures, plus accrued but unpaid interest and any other amounts due under the debentures. The securities purchase agreement and the debentures contain customary representations, warranties, affirmative and negative covenants, and events of default for loans of this type. The debentures are guaranteed by each of the Company’s subsidiaries. Acquisition Notes On July 29, 2022, the Company issued secured subordinated convertible promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed. The notes shall bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The notes are convertible at the option of the holder into common stock at a conversion price of $6.25; provided that the holder may not elect to convert a portion of the outstanding principal in an amount less than the lesser of $200,000 or the remaining outstanding principal. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and its subsidiaries WW and GFF and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed. The notes shall bear interest at the rate of 5% per annum and mature on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The outstanding principal and all accrued interest shall be amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule set forth on Exhibit A to the notes. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and its subsidiaries WW and GFF and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $1,300,000 in connection with the acquisition of Ceautamed. The notes shall bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and its subsidiaries WW and GFF and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness On November 8, 2021, the Company issued a 5% secured subordinated convertible promissory note in the principal amount of $1,900,000 to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus. This note accrued interest at 5% per annum and was to mature on November 8, 2024. As of December 31, 2021, the outstanding principal balance of this note was $1,900,000. This note and accrued interest automatically converted into 386,460 shares of common stock concurrent with the closing of the IPO on February 18, 2022. On November 8, 2021, the Company issued a 5% secured subordinated promissory note in the principal amount of $1,900,000 to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus. This note accrues interest at 5% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on November 8, 2024. The Company may prepay all or any portion of this note any time prior to maturity without premium or penalty. The note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the Company’s assets; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. On July 1, 2021, the Company issued a 6% secured subordinated convertible promissory note in the principal amount of $3,000,000 to Sasson E. Moulavi in connection with the acquisition of DSO. This note accrued interest at 6% per annum and was to mature on July 1, 2024. As of December 31, 2021, the outstanding principal balance of this note was $3,000,000. This note and accrued interest automatically converted into 623,200 shares of common stock concurrent with the closing of the IPO on February 18, 2022. On July 1, 2021, the Company issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to Sasson E. Moulavi in connection with the acquisition of DSO. This note accrues interest at 6% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on July 1, 2024. The Company may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. Promissory Notes and Cash Advances Promissory Notes On July 1, 2021, the Company entered into a loan agreement with Diamond Creek Capital, LLC for a term loan in the principal amount of up to $3,000,000. The loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The loan was due and payable on the earlier of July 1, 2022 or upon completion of the IPO. The Company repaid $1,325,000 of the principal balance and $27,604 of the interest from the proceeds of the IPO. In connection with such repayment, the lender agreed that the remaining loan is due and payable on January 1, 2023. On May 10, 2021, the Company issued a convertible promissory note in the principal amount of $73,727 to Bevilacqua PLLC, the Company’s outside securities counsel. This note accrues interest at 15% per annum and matures on May 10, 2022. The note is convertible at the option of the holder into shares of common stock at a conversion price that is equal to forty percent (40%) of either (i) the price per share paid by investors in the Company’s next priced equity financing or (ii) the volume weighted average price of the common stock for the five trading days from and including the date that the conversion notice is given. As of December 31, 2021, the outstanding principal balance of this note was $73,727. On April 8, 2022, the holder converted the outstanding balance of this note into 73,267 shares of common stock. On December 18, 2020, the Company entered into a loan and security agreement with Peah Capital, LLC for a term loan in the principal amount of up to $1,500,000, which was amended on April 27, 2021 to increase the loan amount to $1,625,000. In connection with such amendment, on April 27, 2021, the Company issued a second amended and restated promissory note to Peah Capital, LLC in the principal amount of $1,625,000. The loan bears interest at a rate of 17.5% per annum, provided that upon an event of default, such rate shall increase to 25% per annum. The loan was repaid in full on July 29, 2022. Since inception, the Company has issued other promissory notes to various lenders. These notes accrued interest at rates between 12-17%. These notes were unsecured and contain customary events of default. As of December 31, 2021, the outstanding principal balance of these notes was $5,993,720. These notes were repaid in full upon closing of the IPO with the exception of a note which has an outstanding balance of $200,000 at September 30, 2022. This note accrues interest at 12% and is due and payable on April 1, 2023. On February 25, 2021, the Company issued a convertible promissory note in the principal amount of $500,000. This note accrued interest at 15% per annum and was to mature on March 31, 2023. As of December 31, 2021, the outstanding principal balance of this note was $500,000. This note automatically converted into 229,834 shares of common stock concurrent with the closing of the IPO on February 18, 2022. In May 2022, the Company issued a promissory note in the principal amount of $346,000. The note was increased in July 2022 to $650,000. This note bears interest at a rate of 10% and matures on April 1, 2023. At September 30, 2022, the outstanding amount was $555,958. In August 2022, the Company issued a promissory note in the principal amount of $100,000. This note bears interest at a rate of 17.5% and matures on October 17, 2022. At September 30, 2022, the outstanding amount was $25,000. Cash Advances In June 2022, the Company entered into a cash advance agreement for $350,000 with a required repayment amount of $490,000, which requires weekly payments of approximately $19,738. At September 30, 2022, the outstanding amount was $0. In July 2022, the Company entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. At September 30, 2022, the outstanding amount was $803,708. In August 2022, the Company entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At September 30, 2022, the outstanding amount was $96,660. In September 2022, the Company entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. At September 30, 2022, the outstanding amount was $372,500. Debt issuance cost for all cash advances was $424,661 at September 30, 2022. Revolving Lines of Credit In 2021, DSO entered into two revolving lines of credit with a bank, which permitted borrowings up to $1,176,000, and bears interest at 8.99% and 7.99%. As of September 30, 2022, the outstanding principal balance of this lines of credit was $969,513. In August 2022, Ceautamed entered into a revolving line of credit with a bank, which permitted borrowing up to $500,000, and bears interest at 45.09%. As of September 30, 2022, the outstanding principal balance of this line of credit was $46,532. In September 2022, DSO entered into a revolving line of credit with a bank, which permitted borrowings up to $70,000, and bears interest at 9.49%. As of September 30, 2022, the outstanding principal balance of this lines of credit was $70,255. Equipment Financing Loan In May 2022, the Company entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At September 30, 2022, the outstanding amount was $138,721 In August 2022, the Company entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At September 30, 2022, the outstanding amount was $35,050. In July 2022, the Company entered into an equipment financing loan for $8,463 used for the purchase of equipment within CWWs operations. At September 30, 2022, the outstanding amount was $7,950. EIDL Loan In June 2020, pursuant to the economic injury disaster loan (“EIDL”) program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Company entered into a promissory note with the U.S. Small Business Administration (the “SBA”) with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of the Company’s assets. As of September 30, 2022, the outstanding principal balance of this loan was $300,000. PPP Loans In May 2020, the Company received $239,262 in paycheck protection program (“PPP”) loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2022. As of September 30, 2022, the outstanding principal balance of this loan was $168,013. In February 2021, the Company received an additional $261,164 in PPP loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in January 2023. As of September 30, 2022, the outstanding balance of this loan was $197,457. The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company has filed for forgiveness during 2022, and has received notice of forgiveness on some of the loans in the amount of $134,956 and is awaiting notice of forgiveness on the remainder. Total Debt Debt is comprised of the following components as of September 30, 2022: Original issue discount subordinated debentures $ 3,588,240 Original issue discount secured subordinated note 2,257,884 12% unsecured subordinated convertible debentures 2,250,000 Acquisition notes 10,500,000 Promissory notes and cash advances 2,522,868 Revolving lines of credit 1,086,300 Equipment financing loan 181,721 EIDL loan 300,000 PPP loans 365,470 23,052,483 Debt discount (1,198,392 ) Total $ 21,854,091 The future contractual maturities of the debt are as follows: For the Year Ended December 31: 2022 (remainder of year) $ 4,702,020 2023 3,648,993 2024 7,727,643 2025 3,991,953 2026 419,843 Thereafter 1,363,639 Total $ 21,854,091

Concentrations of Credit Risks

Concentrations of Credit Risks	9 Months Ended
	Sep. 30, 2022
Risks and Uncertainties [Abstract]
Concentrations of Credit Risks	Note 10 — Concentrations of Credit Risks Credit Risks Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains bank accounts with several financial institutions. Concentrations of credit risk with respect to accounts receivable are limited to the dispersion of customers across different industries and geographic regions. Cash The Company places its cash with high credit quality financial institutions. At September 30, 2022 and December 31, 2021, the Company had cash balances of $0 and $734,335, respectively, in excess of the Federal Deposit Insurance Corporation coverage of $250,000 per institution. The Company has not experienced any losses in such accounts. Major Customers For the three months ended September 30, 2022, the Company had two significant customers representing an aggregate of 41% of revenues and three that make up 66% of the accounts receivable balance. For the three months ended September 30, 2021, the Company had no customers representing a significant percentage of revenues nor of the accounts receivable balance. For the nine months ended September 30, 2022, the Company had two significant customers representing an aggregate of 41% of revenues and three that make up 66% of the accounts receivable balance. For the nine months ended September 30, 2021, the Company had no customers representing a significant percentage of revenues nor of the accounts receivable balance. The Company’s officers are closely monitoring the relationships with all significant customers. Major Vendors For the three months ended September 30, 2022, the Company had one major supplier representing 10% of purchases and 2.5% of accounts payable. For the nine months ended September 30, 2022, the Company had no major supplier representing a significant percentage of purchases. The Company’s officers are closely monitoring the relationships with all significant suppliers.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 11 — Stockholders’ Equity Preferred Stock On June 29, 2021, the Company filed a certificate of designation with the Delaware Secretary of State to establish its series A convertible preferred stock. The Company designated a total of 8,000 shares of its preferred stock as series A convertible preferred stock. The series A convertible preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions: Dividend Rights. Liquidation Rights pari passu Voting Rights pari passu Conversion Rights On July 1, 2021, the Company completed a private placement in which it sold an aggregate of 6,000 shares of series A convertible preferred stock and warrants for the purchase of an aggregate of 8,999,552 shares of common stock to certain investors for gross proceeds of $6,000,000. On August 18, 2021, the completed an additional closing of this private placement in which it sold 2,000 shares of series A convertible preferred stock and warrants for the purchase of 2,999,852 shares of common stock for gross proceeds of $2,000,000. During the first quarter of 2022, the holders converted an aggregate of 7,000 shares of series A convertible preferred stock into 10,499,469 shares of common stock. Common Stock On April 21, 2021, the Company issued 45,000 shares of common stock for compensation valued at $4 per share. On April 21, 2021, the Company issued 20,000 shares of common stock for services rendered valued at $2 per share. On February 16, 2022, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 1,440,000 units to the underwriters, at a purchase price per unit of $9.10 (the offering price to the public of $10.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 216,000 additional shares of common stock, up to 216,000 additional series A warrants, and/or up to 216,000 additional series B warrants, in any combination thereof, at a purchase price to the public of $9.98 per share and $0.01 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any. On February 18, 2022, the closing of the IPO was completed. At the closing, the underwriters partially exercised the option and purchased 206,390 series A warrants and 206,390 series B warrants. Therefore, the Company sold 1,440,000 shares of common stock, 1,646,390 series A warrants and 1,646,390 series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, the Company received net proceeds of $12,738,288. On February 18, 2022, the Company issued 386,460 shares of common stock upon the conversion of the 5% secured subordinated convertible promissory note in the principal amount of $1,900,000 issued to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus. On February 18, 2022, the Company issued 623,200 shares of common stock upon the conversion of the 6% secured subordinated convertible promissory note in the principal amount of $3,000,000 issued to Sasson E. Moulavi in connection with the acquisition of DSO. On February 18, 2022, the Company issued 229,834 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $500,000 issued to East West Capital LLC . On February 18, 2022, the Company issued 42,500 additional shares of common stock to the stockholders of GSP and 14,723 additional shares of common stock to certain vendors of GSP in accordance with the terms of the contribution and exchange agreement described above. The number of shares issued in the prior year was based on an expected IPO value of $10.00 per share. Based on the actual IPO share allocation of the unit, it was determined that the Company would issue the additional 42,500 shares. On February 18, 2022, the Company issued an aggregate of 2,168,492 shares of common stock to various lenders pursuant to future equity agreements which required the Company to issue shares of common stock upon closing of the IPO. On March 10, 2022, the Company granted restricted stock awards for an aggregate of 877,000 shares of common stock to certain directors, officers, and consultants. A total of 677,000 of these shares vested in full on the date of grant. The remaining 200,000 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $140,700 at September 30, 2022. A total of 547,000 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 330,000 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $0.938 on the date of the grant. On April 8, 2022, the Company issued 73,267 shares of common stock to Bevilacqua PLLC upon conversion of its convertible promissory note in the principal amount of $73,727 (see Note 9). On June 9, 2022, the Company issued 195,495 shares of common stock to a director upon a cashless exercise of a stock option. During the nine months ended September 30, 2022, a total of 1,439,230 of the series B warrants were exercised on a cashless basis and the Company issued 1,439,230 shares of common stock upon such exercise. During the nine months ended September 30, 2022, the Company issued an aggregate of Stock Options and Warrants In September 2020, the Company adopted its 2020 Incentive Plan (the “2020 Plan”) under which the Company is authorized to issue awards for up to 2,000,000 shares of common stock to directors, who provide services to the Company. At September 30, 2022 and December 31, 2021, there were 7,505 and 550,000 shares of common stock available for issuance under the 2020 Plan, respectively. On April 13, 2021, the Company granted an option for the purchase of 200,000 shares of common stock at an exercise price of $0.01 to Ronald Altbach, a director. On June 9, 2022, Mr. Altbach exercised this option on a cashless basis and the Company issued 195,495 shares of common stock to Mr. Altbach. The Company did not issue any other stock options under the 2020 Plan during the nine months ended September 30, 2022 and 2021. In January 2022, the Company adopted its 2022 Equity Inventive Plan (the “2022 Plan”) under which the Company is authorized to issue awards for up to 2,000,000 shares of common stock to directors, who provide services to the Company. At September 30, 2022, there were 342,000 shares of common stock available for issuance under the 2022 Plan. On August 12, 2022, the Company issued stock options to employees under the 2022 Plan for an aggregate of 1,328,000 shares of common stock. The stock options have an exercise price of $0.63 per share, The Company did not issue any other stock options under the 2022 Plan during the nine months ended September 30, 2022. The Company recognized $0 of compensation expense related to the vesting of options during the nine months ended September 30, 2022 and 2021. The series A warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $7.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. The exercise price and number of shares of common stock issuable upon exercise of the series A warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger, or consolidation. The series B warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $10.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each series B warrant exercised. As of September 30, 2022, 1,439,230 of the series B warrants were exercised on a cashless basis and we issued 1,439,230 shares of common stock upon such exercise. The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the nine months ended September 30, 2022: Stock Options Warrants Number of Weighted Number of Weighted Outstanding at January 1, 2022 1,450,000 $ 0.01 14,802,006 $ 5.18 Granted 1,328,000 0.63 3,382,780 3.95 Exercised 195,495 0.01 1,439,230 — Forfeited 4,505 0.01 275,988 — Outstanding at September 30, 2022 2,578,000 $ 0.33 16,469,568 $ 4.52 Exercisable at September 30, 2022 1,250,000 16,469,568 Valuation Assumptions for Stock Options and Warrants The fair value of each option and warrant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 2.90 % Expected volatility 80 % Expected life (years) 5 Dividend yield 0 % The expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free rate is based on the U.S. Treasury yield constant maturity in effect at the time of grant for periods corresponding with the expected life of the option.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12 — Commitments and Contingencies From time to time, the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 13 — Related Party Transactions The Company is party to a management services agreement with Trilogy Capital Group, LLC, a company controlled by the Company’s Executive Chairman. As of September 30, 2022 and December 31, 2021, the amounts due from the related party are $1,365,353 and $0, respectively. Additionally, as of September 30, 2022 and December 31, 2021, the amounts due to the related party are $0 and $325,966, respectively, which are presented net of amounts due from Trilogy Capital Group, LLC.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 14 — Subsequent Events In accordance with ASC 855-10, the Company has reviewed its operations subsequent to September 30, 2022 to the date these condensed consolidated financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements. On October 17, 2022, the Company issued 150,000 shares of common stock to a service provider. On October 17, 2022, the Company granted a restricted stock award for 100,000 shares of common stock to a new director under the 2022 Plan. The shares vest monthly over a one-year period.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Description of Business [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the consolidated operations of SFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, Lavi, Ceautamed, WW and GFF (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation.
Basis of Presentation	Basis of Presentation The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2021 balance sheet has been derived from audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022 and 2021 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of the full fiscal year. The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2021.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources and Going Concern At September 30, 2022, the Company had current liabilities in excess of current assets in the amount of approximately $8.5 million. During the nine months ended September 30, 2022, the Company completed a series of debt and equity financings and an initial public offering (the “IPO”) resulting in net proceeds of approximately $12.8 million, but sustained a net loss of approximately $21.9 million and had consumed cash in operating activities of approximately $7.5 million during the period. To date, the Company has satisfied its capital needs with the net proceeds from its IPO, issuance of notes payable and bank debt. Company management expects to continue to incur net losses and have significant cash outflows for at least the next 12 months. The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. Management believes that there is substantial doubt that current available resources will be sufficient to fund the Company’s planned expenditures over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Based on its analysis, the Company concluded that with additional debt or equity issuances of approximately $3.1 million, it will have the ability to continue as a going concern for at least the next 12 months.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of derivatives, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At September 30, 2022 and December 31, 2021, there were no cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivable are presented net of an allowance for doubtful accounts of $10,865 and $17,170 at September 30, 2022 and December 31, 2021, respectively.
Inventory, net	of raw materials, work in progress, and finished goods and is valued at the lower of cost (first-in, first-out) or net realizable value. An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term.
Property and Equipment, net	Property and Equipment, net Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-5 years.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill is not amortized but is subject to annual impairment tests. In addition to the annual impairment review, impairment reviews are performed whenever circumstances indicate a possible impairment may exist. Impairment testing for goodwill is done at the reporting unit level. The Company compares the fair value of the reporting unit assets to the carrying amount, on at least an annual basis, to determine if there is potential impairment. If the fair value of the reporting unit assets is less than their carrying value, an impairment loss will be recognized. No goodwill impairments were recognized during the three and nine months ended September 30, 2022 and during the year ended December 31, 2021. Intangible assets consist of customer relationships, non-compete agreements, license agreements, goodwill, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years
Long-Lived Assets	Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company had no impairment of long-lived assets at September 30, 2022 and December 31, 2021.
Operating Lease Right-of-Use Assets and Liabilities	Operating Lease Right-of-Use Assets and Liabilities The Company records a right-of-use (“ROU”) asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition. Lease liabilities are recognized based on the present value of the remaining lease payments and are discounted using the most reasonable incremental borrowing rate. The Company uses the implicit rate when it is readily determinable. Since the Company’s lease does not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Leases with a term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight- line basis over the lease term.
Valuation of Derivative Instruments	Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10, “Derivatives and Hedging,” requires that embedded derivative instruments be bifurcated and assessed, along with freestanding derivative instruments such as convertible promissory notes, on their issuance date to determine whether they would be considered a derivative liability and measured at their fair value for accounting purposes. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income. For option based simple derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
Beneficial Conversion Feature	Beneficial Conversion Feature For conventional convertible debt issued before the adoption of Accounting Standards Update (“ASU”) 2020-06, where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) discount against the face amount of the respective debt instrument (offset to additional paid in capital). When the Company records a BCF which is not a conventional convertible, the fair value of the BCF is recorded as a derivative liability with an offset against the face amount of the respective debt instrument which is and amortized to interest expense over the term of the debt.
Debt Issuance Cost	Debt Issuance Cost In accordance with ASC 835-30, “Other Presentation Matters,” the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense.
Revenue Recognition	Revenue Recognition The Company evaluates and recognize revenue by: ● identifying the contract(s) with the customer, ● identifying the performance obligations in the contract, ● determining the transaction price, ● allocating the transaction price to performance obligations in the contract; and ● recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”). Products (BSNM, DSO, GSP and Ceautamed) The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for its customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company did not have any material unsatisfied performance obligations at September 30, 2022 or December 31, 2021. Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. Advertising/Marketing (Nexus) Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales. Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at September 30, 2022 or December 31, 2021.
Freight	Freight For the nine months ended September 30, 2022 and 2021, freight costs amounted to $754,909 and $181,782, respectively, and have been recorded in cost of revenues, products in the accompanying condensed consolidated statement of operations.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising costs for the nine months ended September 30, 2022 were $1,618,467, and have been recorded in general and administrative expenses in the accompanying condensed consolidated statement of operations.
Paycheck Protection Program	Paycheck Protection Program The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, “Debt.” Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor.
Stock-based Compensation	Stock-based Compensation The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date, are valued using a Black-Scholes option pricing model to determine the fair market value of the stock options. The Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option grant.
Income Taxes	Income Taxes The Company accounts for income tax under the provisions of ASC 740, “Income Taxes.” The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At September 30, 2022 and December 31, 2021, the Company has no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Recent Accounting Standard Issued Not Yet Adopted	Recent Accounting Standard Issued Not Yet Adopted On August 5, 2020, the FASB issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company believes that the adoption of this ASU will not have a material impact to the condensed consolidated financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2022
Acquisitions [Abstract]
Schedule of value the total consideration	Amount Cash issued $ 3,000,000 Debt issued 5,600,000 Total consideration $ 8,600,000
Schedule of purchase price allocation for the assets acquired and liabilities	Amount Tangible assets acquired $ 635,223 Liabilities assumed (635,233 ) Intangible assets 8,600,000 Net assets acquired $ 8,600,000
Schedule of intangible assets acquired from Ceautamed have estimated useful lives and values	Useful life Amount Non-compete agreements 3 $ 785,530 Customer contracts 10 7,429,271 Intellectual property 10 385,199 Total intangible assets $ 8,600,000
Schedule of proforma combined results of operations	Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ 5,643,449 $ 3,885,858 $ 15,927,943 $ 17,003,901 Operating loss $ (1,415,979 ) $ (1,300,481 ) $ (7,096,841 ) $ (2,387,786 ) Loss per share, basic and diluted $ (0.07 ) $ (0.09 ) $ (0.77 ) $ (0.17 ) Weighted average shares outstanding, basic and diluted 28,008,542 13,818,890 28,008,542 13,818,890

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of inventory consisted	September 30, 2022 December 31, Raw materials $ 485,433 $ 452,583 Finished goods 5,115,765 2,939,961 $ 5,601,198 $ 3,392,544

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Estimated September 30, 2022 December 31, Furniture and fixtures 7 $ 9,139 $ 9,139 Equipment – Manufacturing 5 1,341,392 1,102,239 Building & Equipment 5 3,840 193 Leasehold improvements 2.5 90,099 71,539 1,444,470 1,183,110 Less: accumulated depreciation and amortization (882,250 ) (660,066 ) Property and equipment, net $ 562,220 $ 523,044

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Estimated September 30, 2022 December 31, Customer contracts 10 $ 17,288,770 $ 9,859,499 Intellectual property 10 385,199 — Developed technology 15 1,570,000 1,570,000 Non-compete agreements 3 1,595,530 810,000 Patents 5 230,000 230,000 Tradename 15 2,010,000 2,010,000 Licenses agreements 5 584,220 584,220 Total intangible assets 23,663,719 15,063,719 Less: amortization (1,796,148 ) (642,819 ) Intangibles, net $ 21,867,571 $ 14,420,900
Schedule of future amortization	Years Ending December 31: 2022 (remainder of year) $ 616,285 2023 2,465,141 2024 2,465,141 2025 2,378,859 2026 2,149,226 Thereafter 11,793,980 Total $ 21,867,571

Lease Commitments (Tables)

Lease Commitments (Tables)	9 Months Ended
	Sep. 30, 2022
Lease Commitments [Abstract]
Schedule of right of use asset and liabilities	September 30, 2022 December 31, Asset Operating lease right of use assets $ 1,987,544 $ 1,923,082 Liabilities Operating lease liabilities, current portion $ 268,310 $ 384,530 Operating liabilities, net of current portion 1,768,609 1,570,388 Total lease liabilities $ 2,036,919 $ 1,954,918
Schedule of minimum lease payments under the operating lease	For the Year Ended December 31: 2022 (remainder of year) $ 148,777 2023 465,164 2024 478,141 2025 491,508 2026 505,277 Thereafter 746,597 Total payments 2,835,464 Less: amount representing interest (798,545 ) Lease obligation, net 2,036,919 Less: current portion (268,310 ) Lease obligation – long-term $ 1,768,609

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of changes in fair value of the company’s level 3 financial liabilities	Derivative Liability, December 31, 2021 $ — Day 1 Loss 41,933 Discount from derivatives 273,727 Resolution of derivative liability (32,959 ) Mark to market adjustment (188,446 ) Derivative Liability, September 30, 2022 $ 94,255

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt [Abstract]
Schedule of debt	Original issue discount subordinated debentures $ 3,588,240 Original issue discount secured subordinated note 2,257,884 12% unsecured subordinated convertible debentures 2,250,000 Acquisition notes 10,500,000 Promissory notes and cash advances 2,522,868 Revolving lines of credit 1,086,300 Equipment financing loan 181,721 EIDL loan 300,000 PPP loans 365,470 23,052,483 Debt discount (1,198,392 ) Total $ 21,854,091
Schedule of future contractual maturities of the debt	For the Year Ended December 31: 2022 (remainder of year) $ 4,702,020 2023 3,648,993 2024 7,727,643 2025 3,991,953 2026 419,843 Thereafter 1,363,639 Total $ 21,854,091

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of options and warrants granted, exercised, forfeited and outstanding	Stock Options Warrants Number of Weighted Number of Weighted Outstanding at January 1, 2022 1,450,000 $ 0.01 14,802,006 $ 5.18 Granted 1,328,000 0.63 3,382,780 3.95 Exercised 195,495 0.01 1,439,230 — Forfeited 4,505 0.01 275,988 — Outstanding at September 30, 2022 2,578,000 $ 0.33 16,469,568 $ 4.52 Exercisable at September 30, 2022 1,250,000 16,469,568
Schedule of option and warrant	Risk-free interest rate 2.90 % Expected volatility 80 % Expected life (years) 5 Dividend yield 0 %

Description of Business (Detail

Description of Business (Details)		1 Months Ended
	Oct. 08, 2019	May 19, 2022 USD ($)	Aug. 27, 2021	Nov. 24, 2020	Mar. 08, 2018
Description of Business (Details) [Line Items]
Percentage of acquired agreement	49%
Square foot			30,000	22,000
Acquired fee (in Dollars)		$ 100
Millenium Natural Manufacturing Corp. [Member]
Description of Business (Details) [Line Items]
Acquired percentage					51%

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Current assets	$ 8,500,000
Net proceeds	12,800,000
Net loss	21,900,000
Cash in operating activities	7,500,000
Additional debt or equity issuances	3,100,000
Allowance for doubtful accounts	$ 10,865		$ 17,170
Lease term	12 months
Freight costs	$ 754,909	$ 181,782
Advertising costs and expenses incurred	$ 1,618,467
Minimum [Member] | Property, Plant and Equipment [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Estimated useful lives	3 years
Minimum [Member] | Finite-Lived Intangible Assets [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Finite lives estimated useful lives	3 years
Maximum [Member] | Property, Plant and Equipment [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Estimated useful lives	5 years
Maximum [Member] | Finite-Lived Intangible Assets [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Finite lives estimated useful lives	15 years
Lease Right-of-Use Asset [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Lease term	12 months

Acquisitions (Details)

Acquisitions (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Acquisitions [Abstract]
Aggregate purchase price	$ 8,600,000
Purchase price consists description	The purchase price consists of (i) $3,000,000 in cash, of which $1,000,000 was previously paid by the Company and $2,000,000 was paid at closing, (ii) secured subordinated convertible promissory notes in the aggregate principal amount of $2,150,000; (iii) secured subordinated promissory notes in the aggregate principal amount of $2,150,000 and (iv) secured subordinated promissory notes in the aggregate principal amount of $1,300,000.

Acquisitions (Details) - Schedu

Acquisitions (Details) - Schedule of value the total consideration	Sep. 30, 2022 USD ($)
Schedule Of Value The Total Consideration [Abstract]
Cash issued	$ 3,000,000
Debt issued	5,600,000
Total consideration	$ 8,600,000

Acquisitions (Details) - Sche_2

Acquisitions (Details) - Schedule of purchase price allocation for the assets acquired and liabilities	9 Months Ended
	Sep. 30, 2022 USD ($)
Schedule Of Purchase Price Allocation For The Assets Acquired And Liabilities [Abstract]
Tangible assets acquired	$ 635,223
Liabilities assumed	(635,233)
Intangible assets	8,600,000
Net assets acquired	$ 8,600,000

Acquisitions (Details) - Sche_3

Acquisitions (Details) - Schedule of intangible assets acquired from Ceautamed have estimated useful lives and values	9 Months Ended
	Sep. 30, 2022 USD ($)
Acquisitions (Details) - Schedule of intangible assets acquired from Ceautamed have estimated useful lives and values [Line Items]
Amount	$ 8,600,000
Non-compete agreements [Member]
Acquisitions (Details) - Schedule of intangible assets acquired from Ceautamed have estimated useful lives and values [Line Items]
Useful life in years	3 years
Amount	$ 785,530
Customer contracts [Member]
Acquisitions (Details) - Schedule of intangible assets acquired from Ceautamed have estimated useful lives and values [Line Items]
Useful life in years	10 years
Amount	$ 7,429,271
Intellectual property [Member]
Acquisitions (Details) - Schedule of intangible assets acquired from Ceautamed have estimated useful lives and values [Line Items]
Useful life in years	10 years
Amount	$ 385,199

Acquisitions (Details) - Sche_4

Acquisitions (Details) - Schedule of proforma combined results of operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Proforma Combined Results Of Operations [Abstract]
Revenues	$ 5,643,449	$ 3,885,858	$ 15,927,943	$ 17,003,901
Operating loss	$ (1,415,979)	$ (1,300,481)	$ (7,096,841)	$ (2,387,786)
Loss per share, basic and diluted (in Dollars per share)	$ (0.07)	$ (0.09)	$ (0.77)	$ (0.17)
Weighted average shares outstanding, basic and diluted (in Shares)	28,008,542	13,818,890	28,008,542	13,818,890

Acquisitions (Details) - Sche_5

Acquisitions (Details) - Schedule of proforma combined results of operations (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Proforma Combined Results Of Operations [Abstract]
Loss per share, diluted	$ (0.07)	$ (0.09)	$ (0.77)	$ (0.17)
Weighted average shares outstanding, diluted (in Shares)	28,008,542	13,818,890	28,008,542	13,818,890

Inventory (Details) - Schedule

Inventory (Details) - Schedule of inventory consisted - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Inventory Consisted [Abstract]
Raw materials	$ 485,433	$ 452,583
Finished goods	5,115,765	2,939,961
Inventory net	$ 5,601,198	$ 3,392,544

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 222,184	$ 123,857

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of property and equipment - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,444,470	$ 1,183,110
Less: accumulated depreciation and amortization	(882,250)	(660,066)
Property and equipment, net	$ 562,220	523,044
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Property and equipment, gross	$ 9,139	9,139
Equipment – Manufacturing [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Property and equipment, gross	$ 1,341,392	1,102,239
Building & Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Property and equipment, gross	$ 3,840	193
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	2 years 6 months
Property and equipment, gross	$ 90,099	$ 71,539

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Depreciation and amortization expense	$ 1,148,603	$ 41,462

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of intangible assets - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Total intangible assets	$ 23,663,719	$ 15,063,719
Less: amortization	(1,796,148)	(642,819)
Intangibles, net	$ 21,867,571	14,420,900
Customer contracts [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	10 years
Intangible asset	$ 17,288,770	9,859,499
Intellectual property [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	10 years
Intangible asset	$ 385,199
Developed technology [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	15 years
Intangible asset	$ 1,570,000	1,570,000
Non-compete agreements [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	3 years
Intangible asset	$ 1,595,530	810,000
Patents [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	5 years
Intangible asset	$ 230,000	230,000
Tradename [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	15 years
Intangible asset	$ 2,010,000	2,010,000
Licenses agreements [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Estimated Useful Lives (in Years)	5 years
Intangible asset	$ 584,220	$ 584,220

Intangible Assets (Details) -_2

Intangible Assets (Details) - Schedule of future amortization	Sep. 30, 2022 USD ($)
Schedule Of Future Amortization [Abstract]
2022 (remainder of year)	$ 616,285
2023	2,465,141
2024	2,465,141
2025	2,378,859
2026	2,149,226
Thereafter	11,793,980
Total	$ 21,867,571

Lease Commitments (Details)

Lease Commitments (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Lease Commitments [Abstract]
Lease asset and liability discount rate	12%
Rent expense	$ 471,566	$ 303,195

Lease Commitments (Details) - S

Lease Commitments (Details) - Schedule of right of use asset and liabilities - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Asset
Operating lease right of use assets	$ 1,987,544	$ 1,923,082
Liabilities
Operating lease liabilities, current portion	268,310	384,530
Operating liabilities, net of current portion	1,768,609	1,570,388
Total lease liabilities	$ 2,036,919	$ 1,954,918

Lease Commitments (Details) -_2

Lease Commitments (Details) - Schedule of minimum lease payments under the operating lease	9 Months Ended
	Sep. 30, 2022 USD ($)
Schedule Of Minimum Lease Payments Under The Operating Lease [Abstract]
2022 (remainder of year)	$ 148,777
2023	465,164
2024	478,141
2025	491,508
2026	505,277
Thereafter	746,597
Total payments	2,835,464
Less: amount representing interest	(798,545)
Lease obligation, net	2,036,919
Less: current portion	(268,310)
Lease obligation – long-term	$ 1,768,609

Fair Value Measurement (Details

Fair Value Measurement (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Disclosures [Abstract]
Derivative liability	$ 94,255
Fair value of the derivative liabilities	$ 94,255

Fair Value Measurement (Detai_2

Fair Value Measurement (Details) - Schedule of changes in fair value of the company’s level 3 financial liabilities	9 Months Ended
	Sep. 30, 2022 USD ($)
Schedule Of Changes In Fair Value Of The Company SLevel3 Financial Liabilities Abstract
Derivative Liability, December 31, 2021
Day 1 Loss	41,933
Discount from derivatives	273,727
Resolution of derivative liability	(32,959)
Mark to market adjustment	(188,446)
Derivative Liability, September 30, 2022	$ 94,255

Debt (Details)

Debt (Details) - USD ($)						1 Months Ended											9 Months Ended		12 Months Ended
	Nov. 08, 2021	Nov. 05, 2021	Jul. 02, 2021	May 10, 2021	May 31, 2020	Sep. 30, 2022	Aug. 31, 2022	Jul. 31, 2022	Jul. 29, 2022	Jun. 30, 2022	May 31, 2022	Feb. 18, 2022	Feb. 28, 2021	Feb. 25, 2021	Dec. 18, 2020	Jun. 30, 2020	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Apr. 08, 2022	Apr. 27, 2021
Debt (Details) [Line Items]
Original issue discount subordinated debentures description										In June 2022, the Company commenced an offering of original issue discount subordinated debentures. As of September 30, 2022, the Company has completed four closings of this offering and issued debentures in the aggregate principal amount of $3,579,686. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $538,240. As a result, the total purchase price was $3,050,000. The debentures bear interest at a rate of 17.5% per annum. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of the Company’s next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. The Company may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party. As of September 30, 2022, the outstanding principal balance of the debentures was $3,588,240 and debt issuance cost was $483,801.
Principal amount									$ 1,300,000
Debentures outstanding principal amount																	$ 1,300,000
Bears interest rate									5%
Interest rate									10%
Outstanding principal balance						$ 2,150,000											2,150,000
Proceeds of initial public offering																	12,738,288
Outstanding balance																	35,050
Cash advance						243,750	$ 100,000	$ 650,000		$ 350,000							243,750
Repayment amount						372,500	146,260	897,750		490,000
Weekly payment						$ 15,000	$ 6,200	40,806		19,738
Outstanding amount																	372,500
PPP loans outstanding principal amount																	197,457
Construction Loans [Member]
Debt (Details) [Line Items]
Maturity date							Aug. 01, 2027				Apr. 01, 2027
Bears interest rate							10.18%				10.18%
Outstanding balance																	138,721
Equipment financing loan							$ 35,050	$ 8,463			$ 146,765
Construction Loans One [Member]
Debt (Details) [Line Items]
Outstanding balance																	7,950
EIDL Loan [Member]
Debt (Details) [Line Items]
Loan principal amount																$ 300,000
Loan bears interest rate																3.75%
Loan matures term																30 years
Loan outstanding principal amount																	300,000
PPP Loans [Member]
Debt (Details) [Line Items]
Loan bears interest rate					1%								1%
Loan amount					$ 239,262								$ 261,164
Maturity date					April 2022								January 2023
PPP loans outstanding principal amount																	$ 168,013
PPP loan description																	The Company has filed for forgiveness during 2022, and has received notice of forgiveness on some of the loans in the amount of $134,956 and is awaiting notice of forgiveness on the remainder.
Original Issue Discount Secured Subordinated Note [Member]
Debt (Details) [Line Items]
Principal amount									$ 2,272,727
Unsecured subordinated convertible debentures percentage									12%
Original issue discount									$ 272,727
Total purchase price									$ 2,000,000
Interest rate									16%
Maturity date									Jul. 29, 2027
Debentures outstanding principal amount																	$ 2,257,889
Debt issuance costs																	$ 266,327
12% Unsecured Subordinated Convertible Debentures [Member] | IPO [Member]
Debt (Details) [Line Items]
Conversion price (in Dollars per share)						$ 1											$ 1
12% Unsecured Subordinated Convertible Debentures [Member] | Debentures [Member]
Debt (Details) [Line Items]
Principal amount		$ 2,250,000
Unsecured subordinated convertible debentures percentage		12%
Interest rate		12%
Maturity date		Nov. 30, 2022
Debentures outstanding principal amount																	$ 2,250,000
Debt issuance costs																	$ 26,174
Gross proceeds		$ 2,214,000
Conversion price (in Dollars per share)						$ 2.5											$ 2.5
Ownership percentage						9.99%											9.99%
Outstanding principal percentage																	115%
Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Principal amount			$ 3,000,000						$ 2,150,000
Maturity date	Nov. 08, 2024		Jul. 01, 2024
Debentures outstanding principal amount																	$ 2,150,000
Conversion price (in Dollars per share)									$ 6.25
Bears interest rate									5%
Interest rate			6%						10%
Outstanding principal amount									$ 200,000
Secured subordinated convertible promissory note percentage			6%
Acquisition notes outstanding principal amount																			$ 3,000,000
Converted into shares of common stock (in Shares)												623,200
Convertible Promissory Notes [Member] | Acquisition Notes [Member]
Debt (Details) [Line Items]
Principal amount	$ 1,900,000
Interest rate	5%
Secured subordinated convertible promissory note percentage	5%
Acquisition notes outstanding principal amount																			1,900,000
Converted into shares of common stock (in Shares)												386,460
Promissory Notes [Member]
Debt (Details) [Line Items]
Principal amount	$ 1,900,000			$ 73,727			$ 100,000		$ 2,150,000		$ 346,000			$ 500,000					73,727		$ 1,625,000
Maturity date				May 10, 2022			Oct. 17, 2022		Jul. 29, 2025		Apr. 01, 2023			Mar. 31, 2023
Bears interest rate							17.50%		5%		10%
Interest rate	5%			15%					10%					15%
Secured subordinated convertible promissory note percentage	5%
Acquisition notes outstanding principal amount																	1,900,000
Converted into shares of common stock (in Shares)												229,834
Loan principal amount			$ 3,000,000												$ 1,500,000
Loan bears interest rate			15%												17.50%
Loan interest rate increase			5%												25%
Repaid of principal			$ 1,325,000
Proceeds of initial public offering			27,604
Promissory notes outstanding principal amount																			5,993,720
Conversion price percentage				40%
Shares outstanding (in Shares)																				73,267
Loan amount																					$ 1,625,000
Outstanding balance																	$ 25,000
Accrues interest rate						12%											12%
Promissory note increased amount										$ 650,000
Promissory Notes [Member] | Minimum [Member]
Debt (Details) [Line Items]
Interest rate						12%											12%
Promissory Notes [Member] | Maximum [Member]
Debt (Details) [Line Items]
Interest rate						17%											17%
Promissory Notes [Member] | IPO [Member]
Debt (Details) [Line Items]
Outstanding balance																	$ 200,000
Due date						Apr. 01, 2023											Apr. 01, 2023
Promissory Notes [Member] | Debentures [Member]
Debt (Details) [Line Items]
Promissory notes outstanding principal amount																			500,000
Outstanding balance																	$ 555,958
Promissory Notes [Member] | Acquisition Notes [Member]
Debt (Details) [Line Items]
Principal amount			$ 3,000,000
Interest rate			6%
Secured subordinated convertible promissory note percentage			6%
Acquisition notes outstanding principal amount																	3,000,000
Promissory Notes [Member] | Diamond Creek Capital, LLC [Member]
Debt (Details) [Line Items]
Promissory notes outstanding principal amount																	1,025,000
Cash Advance One [Member]
Debt (Details) [Line Items]
Outstanding amount																	0
Cash Advance Two [Member]
Debt (Details) [Line Items]
Outstanding amount																	803,708
Cash Advance Three [Member]
Debt (Details) [Line Items]
Outstanding amount																	96,660
Cash Advance [Member]
Debt (Details) [Line Items]
Cash advance						$ 424,661											$ 424,661
Revolving lines of credit [Member]
Debt (Details) [Line Items]
Bears interest rate						9.49%	45.09%										9.49%
Borrowing amount						$ 70,000	$ 500,000										$ 70,000		$ 1,176,000
Outstanding principal of lines of credit																	46,532
Revolving lines of credit [Member] | Minimum [Member]
Debt (Details) [Line Items]
Bears interest rate																			7.99%
Revolving lines of credit [Member] | Maximum [Member]
Debt (Details) [Line Items]
Bears interest rate																			8.99%
Revolving lines of credit [Member] | DSO [Member]
Debt (Details) [Line Items]
Outstanding principal of lines of credit																	969,513
Revolving lines of credit [Member] | DSO One [Member]
Debt (Details) [Line Items]
Outstanding principal of lines of credit																	$ 70,255

Debt (Details) - Schedule of de

Debt (Details) - Schedule of debt	Sep. 30, 2022 USD ($)
Debt (Details) - Schedule of debt [Line Items]
Gross total	$ 23,052,483
Debt discount	(1,198,392)
Total	21,854,091
Original issue discount subordinated debentures [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	3,588,240
Original issue discount secured subordinated note [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	2,257,884
12% unsecured subordinated convertible debentures [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	2,250,000
Acquisition notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	10,500,000
Promissory notes and cash advances [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	2,522,868
Revolving lines of credit [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	1,086,300
Equipment financing loan [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	181,721
EIDL loan [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	300,000
PPP loans [Member]
Debt (Details) - Schedule of debt [Line Items]
Gross total	$ 365,470

Debt (Details) - Schedule of _2

Debt (Details) - Schedule of debt (Parentheticals)	9 Months Ended
	Sep. 30, 2022
Schedule Of Debt Abstract
Unsecured subordinated convertible debentures percentage	12%

Debt (Details) - Schedule of fu

Debt (Details) - Schedule of future contractual maturities of the debt	Dec. 31, 2021 USD ($)
Schedule Of Future Contractual Maturities Of The Debt Abstract
2022 (remainder of year)	$ 4,702,020
2023	3,648,993
2024	7,727,643
2025	3,991,953
2026	419,843
Thereafter	1,363,639
Total	$ 21,854,091

Concentrations of Credit Risks

Concentrations of Credit Risks (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Cash balances		$ 0	$ 734,335
Federal deposit insurance corporation		$ 250,000	$ 250,000
Aggregate revenue, percentage	41%	41%
Accounts receivable, percentage	66%	66%
Aggregate purchase, percentage	10%
Accounts payable		$ 0.025

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Aug. 12, 2022

Apr. 21, 2022

Apr. 08, 2022

Mar. 10, 2022

Jul. 02, 2021

Feb. 18, 2022

Feb. 16, 2022

Feb. 14, 2022

Aug. 18, 2021

Mar. 31, 2022

Sep. 30, 2022

Sep. 30, 2021

Jun. 09, 2022

Jan. 31, 2022

Dec. 31, 2021

Jun. 29, 2021

Sep. 30, 2020

Stockholders' Equity (Details) [Line Items]

Dividend right , description

Prior to February 14, 2022 (the IPO Date), holders of series A convertible preferred stock were entitled to receive cumulative dividends at a rate of 7.5% of the stated value per share ($1,000, subject to adjustment) per annum, which increased to 15% per annum after November 23, 2021 and 24% per annum after December 31, 2021.

Conversion price (in Dollars per share)

$ 0.6667

Common stock percentage

4.99%

Holders percentage

9.99%

Sale of common stock

1,440,000

Common stock issued

20,000

2,168,492

31,927,670

195,495

13,937,500

Stock for compensation value per share (in Dollars per share)

$ 4

Common stock per share for services rendered (in Dollars per share)

$ 2

Underwriting agreement , description

On February 16, 2022, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 1,440,000 units to the underwriters, at a purchase price per unit of $9.10 (the offering price to the public of $10.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 216,000 additional shares of common stock, up to 216,000 additional series A warrants, and/or up to 216,000 additional series B warrants, in any combination thereof, at a purchase price to the public of $9.98 per share and $0.01 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

Total gross proceed (in Dollars)

$ 14,404,128

Net proceed (in Dollars)

$ 12,738,288

Conversion secured percentage (in Dollars)

$ 2,150,000

Additional share of common stock

42,500

Granted restricted stock , description

On March 10, 2022, the Company granted restricted stock awards for an aggregate of 877,000 shares of common stock to certain directors, officers, and consultants. A total of 677,000 of these shares vested in full on the date of grant. The remaining 200,000 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $140,700 at September 30, 2022. A total of 547,000 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 330,000 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $0.938 on the date of the grant.

Convertible promissory note amount (in Dollars)

$ 73,727

Issuance of authorized shares

2,000,000

2,000,000

Warrants, description

On August 12, 2022, the Company issued stock options to employees under the 2022 Plan for an aggregate of 1,328,000 shares of common stock. The stock options have an exercise price of $0.63 per share, will vest quarterly over a three-year period and expire ten (10) years after the date of issuance; provided that an option granted to Alfonso J. Cervantes, Jr., the Company’s Executive Chairman, for the purchase of 300,000 shares of common stock has an exercise price of $0.693 per share and expires five (5) years after the date of issuance. The Company did not issue any other stock options under the 2022 Plan during the nine months ended September 30, 2022.

At September 30, 2022 and December 31, 2021, there were 7,505 and 550,000 shares of common stock available for issuance under the 2020 Plan, respectively. On April 13, 2021, the Company granted an option for the purchase of 200,000 shares of common stock at an exercise price of $0.01 to Ronald Altbach, a director. On June 9, 2022, Mr. Altbach exercised this option on a cashless basis and the Company issued 195,495 shares of common stock to Mr. Altbach. The Company did not issue any other stock options under the 2020 Plan during the nine months ended September 30, 2022 and 2021.

Stock available for issuance

342,000

Compensation expenses (in Dollars)

$ 0

$ 9

Common Stock [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

45,000

IPO [Member]

Stockholders' Equity (Details) [Line Items]

Exercise price (in Dollars per share)

$ 10

Additional shares issued

42,500

Series A Convertible Preferred Stock [Member]

Stockholders' Equity (Details) [Line Items]

Issuance of series A convertible preferred stock

7,000

8,000

Sale of common stock

6,000

Purchase of warrant (in Dollars)

$ 8,999,552

$ 2,999,852

Gross proceed (in Dollars)

$ 6,000,000

$ 2,000,000

Sale of convertible preferred stock

2,000

Stock issued upon conversion

10,499,469

Shares issued

10,499,469

Series A convertible preferred stock issued

7,000

Series A Warrants [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

1,646,390

Warrant purchased

206,390

Exercise price (in Dollars per share)

$ 7

Series B Warrants [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

1,646,390

Warrant purchased

206,390

Exercise price (in Dollars per share)

$ 10

Warrant exercise

1,439,230

Shares issued

1,439,230

Warrants shares

1,439,230

Warrants issued

1,439,230

Justin Francisco [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

386,460

Conversion secured percentage

5%

Conversion secured percentage (in Dollars)

$ 1,900,000

Sasson E. Moulavi [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

623,200

Conversion secured percentage

6%

Conversion secured percentage (in Dollars)

$ 3,000,000

East West Capital LLC [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

229,834

Conversion secured percentage (in Dollars)

$ 500,000

GSP [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

14,723

Bevilacqua PLLC [Member]

Stockholders' Equity (Details) [Line Items]

Common stock issued

73,267

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of options and warrants granted, exercised, forfeited and outstanding	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Warrants [Member]
Stockholders' Equity (Details) - Schedule of options and warrants granted, exercised, forfeited and outstanding [Line Items]
Number of Options, Outstanding	14,802,006
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares	$ 5.18
Number of Options, Granted	3,382,780
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares	$ 3.95
Number of Options, Exercised	1,439,230
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares
Number of Options, Forfeited	275,988
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares
Number of Options, Outstanding	16,469,568
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares	$ 4.52
Number of Options, Exercisable	16,469,568
Stock Options [Member]
Stockholders' Equity (Details) - Schedule of options and warrants granted, exercised, forfeited and outstanding [Line Items]
Number of Options, Outstanding	1,450,000
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares	$ 0.01
Number of Options, Granted	1,328,000
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares	$ 0.63
Number of Options, Exercised	195,495
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares	$ 0.01
Number of Options, Forfeited	4,505
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares	$ 0.01
Number of Options, Outstanding	2,578,000
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares	$ 0.33
Number of Options, Exercisable	1,250,000

Stockholders' Equity (Details_2

Stockholders' Equity (Details) - Schedule of option and warrant	9 Months Ended
	Sep. 30, 2022
Schedule Of Option And Warrant Abstract
Risk-free interest rate	2.90%
Expected volatility	80%
Expected life (years)	5 years
Dividend yield	0%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Due from related party	$ 1,365,353	$ 0
Due to related party	$ 0	$ 325,966

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Oct. 17, 2022 shares
Subsequent Events (Details) [Line Items]
Common stock, shares issued	150,000
Granted a restricted stock	100,000