Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41395 | ||
Entity Registrant Name | BRIGHT GREEN CORPORATION | ||
Entity Central Index Key | 0001886799 | ||
Entity Tax Identification Number | 83-4600841 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1033 George Hanosh Boulevard | ||
Entity Address, City or Town | Grants | ||
Entity Address, State or Province | NM | ||
Entity Address, Postal Zip Code | 87020 | ||
City Area Code | (833) | ||
Local Phone Number | 658-1799 | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | BGXX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 141,818,084 | ||
Entity Common Stock, Shares Outstanding | 174,423,810 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Location | Amherst, NY | ||
Auditor Name | SRCO, C.P.A., Professional Corporation | ||
Auditor Firm ID | 6722 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 414,574 | $ 1,282,565 |
Prepaid expenses and other assets | 77,847 | 168,226 |
Total current assets | 492,421 | 1,450,791 |
Deposits (Note 5 and 10) | 1,157,587 | |
Equity method investment (Note 6) | 3,990,960 | |
Property, plant, and equipment (Note 8) | 17,146,325 | 7,328,764 |
Intangible assets (Note 9) | 1,000 | 1,000 |
Total assets | 22,788,293 | 8,780,555 |
Current liabilities | ||
Accounts payable | 5,033,831 | 149,935 |
Accrued liabilities (Note 14) | 447,325 | 18,027 |
Due to others (Note 6) | 1,650,000 | |
Due to related party (Note 14) | 392,194 | |
Total current liabilities | 7,523,350 | 167,962 |
Long-term liabilities | ||
Due to related party (Note 14) | 392,194 | |
Related party line of credit note (Note 11) | 3,686,107 | |
Total long-term liabilities | 3,686,107 | 392,194 |
Total liabilities | 11,209,457 | 560,156 |
STOCKHOLDERS’ EQUITY | ||
Common stock; $.0001 par value; 500,000,000 stock authorized; 173,304,800 and 157,544,500 stock issued and outstanding at December 31, 2022 and December 31, 2021, respectively (Note 12) | 17,329 | 15,754 |
Additional paid-in capital (Note 12) | 45,637,328 | 14,618,389 |
Accumulated deficit | (34,075,821) | (6,413,744) |
Total stockholders’ equity | 11,578,836 | 8,220,399 |
Total liabilities and stockholders’ equity | $ 22,788,293 | $ 8,780,555 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Oct. 03, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 2,000,000,000 | 500,000,000 |
Common stock, shares issued | 173,304,800 | 157,544,500 | |
Common stock, shares outstanding | 173,304,800 | 807,047,948 | 157,544,500 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses | ||
General and administrative expenses | 26,609,241 | 1,738,716 |
Depreciation | 704,681 | 751,783 |
Total operating expenses | 27,313,922 | 2,490,499 |
Loss from Operations | (27,313,922) | (2,490,499) |
Other Expense | ||
Change in Fair Value of Voting Agreement Derivative | 213,000 | |
Total Other Expense | 213,000 | |
Loss before income taxes and equity in net losses of affiliate | (27,526,922) | (2,490,499) |
Income tax expense | ||
Loss before equity in net losses of affiliate | (27,526,922) | (2,490,499) |
Equity in net losses of affiliate | (135,155) | |
Net loss and comprehensive loss | $ (27,662,077) | $ (2,490,499) |
Weighted average common shares outstanding - basic and diluted | 162,058,082 | 156,800,164 |
Net loss per common share - basic and diluted | $ (0.17) | $ (0.02) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 15,605 | $ 138,000 | $ 10,990,538 | $ (3,923,245) | $ 7,220,898 |
Balance, shares at Dec. 31, 2020 | 156,046,000 | ||||
Common stock issued for services (Note 12) | $ 12 | 359,988 | 360,000 | ||
Common stock issued for services,shares | 125,000 | ||||
Common stock issued for cash (Note 12) | $ 137 | (138,000) | 3,267,863 | 3,130,000 | |
Common stock issued for cash, shares | 1,373,500 | ||||
Net loss | (2,490,499) | (2,490,499) | |||
Balance at Dec. 31, 2021 | $ 15,754 | 14,618,389 | (6,413,744) | 8,220,399 | |
Balance, shares at Dec. 31, 2021 | 157,544,500 | ||||
Common stock issued for services (Note 12) | $ 603 | 18,850,629 | 18,851,232 | ||
Common stock issued for services,shares | 6,036,990 | ||||
Common stock issued for cash (Note 12) | $ 31 | 3,049,969 | 3,050,000 | ||
Common stock issued for cash, shares | 312,500 | ||||
Net loss | (27,662,077) | (27,662,077) | |||
Common stock and warrants issued for cash in private placement, net of issuance costs of $863,267 (Note 12) | $ 952 | 9,135,781 | 9,136,733 | ||
Common stock and warrants issued for cash in private placement, shares | 9,523,810 | ||||
Common stock cancelled that was issued for services (Note 12) | $ (11) | (17,440) | (17,451) | ||
Common stock cancelled that was issued for services (Note 11), shares | (113,000) | ||||
Balance at Dec. 31, 2022 | $ 17,329 | $ 45,637,328 | $ (34,075,821) | $ 11,578,836 | |
Balance, shares at Dec. 31, 2022 | 173,304,800 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance cost | $ 863,267 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (27,662,077) | $ (2,490,499) |
Adjustments to reconcile net cash used in operating activities: | ||
Change in fair value of voting agreement derivative | 213,000 | |
Equity in net losses of affiliate | 135,155 | |
Depreciation | 704,681 | 751,783 |
Stock-based compensation | 18,833,781 | 360,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 90,379 | (149,153) |
Accounts payable | 4,883,896 | (30,403) |
Accrued liabilities | 429,298 | (98,303) |
Accrued interest | 106,117 | |
Net cash used in operating activities | (2,265,770) | (1,656,575) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Deposits | (1,157,587) | |
Purchase of equity method investment | (2,689,115) | |
Purchase of property, plant, and equipment | (10,522,242) | (302,717) |
Net cash used in investing activities | (14,368,944) | (302,717) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party | 122,514 | |
Payments to related party | (112,920) | |
Proceeds from related party line of credit | 5,191,057 | |
Payments to related party line of credit | (1,611,067) | |
Proceeds from issuance of common stock | 3,050,000 | 3,130,000 |
issued in private placement, net of issuance costs | 9,136,733 | |
Net cash provided by financing activities | 15,766,723 | 3,139,594 |
NET (DECREASE) INCREASE IN CASH | (867,991) | 1,180,302 |
CASH, BEGINNING OF YEAR | 1,282,565 | 102,263 |
CASH, END OF YEAR | 414,574 | 1,282,565 |
CASH PAID FOR | ||
Interest | ||
Taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Due to others for purchase of Common stock in Alterola Biotech, Inc. | $ 1,650,000 |
Description of Business and Org
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Organization | 1. Description of Business and Organization Bright Green Corporation (Company) was incorporated on April 16, 2019 On May 28, 2019, the Company entered into a merger agreement with Bright Green Grow Innovation, LLC (“BGGI”) (Note 7). On October 30, 2020, Grants Greenhouse Growers, Inc. (GGGI), a New Mexico corporation, merged with the Company (Note 7). On November 10, 2020, Naseeb, Inc. (Naseeb), a New Mexico corporation, merged with the Company (Note 7). On March 29, 2022, the Company filed a registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1 with the Securities and Exchange Commission (“SEC”), which was declared effective May 13, 2022, (as amended, the “Registration Statement”), in connection with the direct listing of the Company’s common stock with the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”). On May 17, 2022, the Company’s common stock commenced trading on Nasdaq under the symbol “BGXX.” The Company is a start-up company at December 31, 2022 and has no The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations. |
Going Concern and Basis of Pres
Going Concern and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Basis of Presentation | 2. Going Concern and Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). US GAAP contemplates continuation of the Company as a going concern. For the fiscal years ended December 31, 2022 and 2021, the Company had no revenues from product sales and incurred a net loss of $ 27,662,077 2,490,499 2,265,770 1,656,575 7,030,929 34,075,821 The Company is in its initial stages to start building facilities to grow, research and distribute medical plants. The Company has historically financed its operations through the sale of equity securities and debt financing. The Company does not have sufficient working capital to pay its operating expenses for a period of at least 12 months from the date the financial statements were authorized to be issued. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operating plan. In 2022, the Company raised $ 12,186,733 15,000,000 5,191,057 1,611,067 11.3 In addition, the Company’s current and future operations are subject to various risks and uncertainties, including but not limited to, general economic conditions, competition, and regulatory matters. The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. These risks and uncertainties may have a material adverse effect on the Company’s financial condition and operating results. Management has taken actions to address the Company’s liquidity needs, including managing expenses, developing pathways to revenue, and pursuing additional financing, such as the EB-5 Capital Program announced on February 1, 2023 (Note 16). However, there can be no assurance that such actions will be sufficient to enable the Company to continue as a going concern. There can be no assurance that these assumptions will prove accurate in all material respects, or that the Company will be able to successfully execute its operating plan. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company does not have any short or long-term contractual purchases with suppliers for future purchases, capital expenditure commitments that cannot be cancelled with minimal fees, non-cancelable operating leases, or any commitment or contingency that would hinder management’s ability to scale down operations and management expenses until funding is raised. The Company’s ability to continue as a going concern is dependent upon the outcome of the matters described above. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. This disclosure is intended to inform users of the financial statements about the Company’s current financial condition and its ability to continue as a going concern. The Company will continue to monitor its liquidity position and take appropriate actions as necessary to address any potential going concern issues. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies A. Basis of Measurement The financial statements of the Company have been prepared on a historical cost basis except as indicated otherwise. B. Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property, plant, and equipment is re-tired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant, and equipment, except land, which is not depreciated, is provided using the declining balance method, or straight-line method, with estimated lives as follows: Summary of Estimated Useful Life Building and improvement - declining balance method 10 Furniture and fixtures - straight-line method 3 Construction in progress is not depreciated until the asset is placed in service. C. Long-lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC Topic 360 requires that long-lived assets be reviewed annually for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable; it further requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. D. Intangible Assets The Company’s intangible assets consist of certain licenses (Note 7) which will be amortized over the term of each license. The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. 3. Summary of Significant Accounting Policies (continued) E. Fair Value of Financial Instruments In accordance with ASC 820 (Topic 820, Fair Value Measurements and Disclosures), the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of our cash, other assets, accounts payable, accrued liabilities, due to others, and due to related party approximated their fair values as of December 31, 2022 and 2021 due to their short-term nature. The following table sets forth a summary of the changes in the fair value of our Level 3 financial assets that are measured at fair value on a recurring basis (See Note 6 for further details): Schedule of Changes in the Fair Value of Financial Assets December 31, 2022 Balance on December 31, 2021 $ - Voting Agreement derivative asset 213,000 Change in fair value (213,000 ) Balance on December 31, 2022 $ - F . Investments under the equity method When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. generally accepted accounting principles (“GAAP”). Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. The Company generally recognizes its share of the equity method investee’s earnings on a three-month lag in instances where the investee’s financial information is not sufficiently timely from the Company’s reporting period. Under the equity method of accounting, investments are initially recorded at cost, including transaction costs incurred to acquire the investment, and thereafter adjusted for additional investments, distributions and the proportionate share of earnings or losses of the investee. The Company evaluated the equity method investment for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations and comprehensive loss each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s Balance Sheet. G. Advertising Costs Advertising costs are charged to operations when incurred. Advertising costs totaled $ 78,193 68,571 3. Summary of Significant Accounting Policies (continued) H. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed it methodology for estimating the valuation allowance. A change in valuation allowance affect earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination I. Basic and Diluted Earnings (Loss) per share Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The dilutive effect on earnings per share is calculated, presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive. J. Segment Reporting ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for how public business enterprises report information about operating segments in the Company’s financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are located in the United States of America and the Company is a start-up company as at December 31, 2022 and 2021 and has no 3. Summary of Significant Accounting Policies (continued) K. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to valuation allowance for deferred tax assets, valuation of warrants and stock-based compensation, valuation of option related to equity investment, going concern assessment and assignment of the useful lives of property, plant and equipment. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. L. Stock-based Compensation The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive management, management, accounting, operations, corporate communication, financial and administrative consulting services. M. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of 3. Summary of Significant Accounting Policies (continued) M. Warrants (continued) the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations and comprehensive loss. N. Standards, Amendments, and Interpretations Adopted 1) Modification of Equity-Classified Written Call Options In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This update is effective for annual periods beginning after December 15, 2021, and interim periods withing those periods, and early adoption is permitted. The Company adopted this accounting policy as of January 1, 2022. 2) Leases In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the statement of financial position for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of activities. 3. Summary of Significant Accounting Policies (continued) N. Standards, Amendments, and Interpretations Adopted (continued) 2) Leases (continued) The new standard became effective for public business entities on January 1, 2019, with early adoption permitted. The new standard became effective for the Company on May 17, 2022, the date the Company became a public entity. The Company adopted this accounting policy as of May 17, 2022. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company continues to evaluate certain aspects of the new standard, including those still being revised by the FASB, the new standard does not have a material effect on the Company’s financial statements. As of December 31, 2022, the Company has one month to month lease, whereas the new standard does not apply. 3) Fair Value Measurement In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update was effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. Effective October 4, 2022, the Company adopted FASB guidance on the recognition and measurement of financial instruments (Note 6). |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 4. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 187,821 |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2022 | |
Deposits | 5. Deposits Deposits are comprised of one down payment for a construction of equipment contract for which the Company has not yet taken title and one down payment for a construction contract for which the work has not started (Note 10). |
Merger Transactions
Merger Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Merger Transactions | 6. Equity Method Investment in Alterola On October 3, 2022, the Company entered into a Secondary Stock Purchase Agreement and Release (the “Secondary SPA”) with Phytotherapeutix Holdings Ltd., a United Kingdom entity, Equipped4 Holdings Limited, a United Kingdom entity, TPR Global Limited, a United Kingdom entity (each, a “Seller” and collectively, the “Sellers”) and Alterola Biotech Inc., a Nevada corporation (“Alterola”) providing for the purchase by Bright Green of shares of Common Stock of Alterola from the Sellers (the “Transferred Shares”). The Secondary SPA provides that, as of the date thereof, the authorized shares of Alterola consist of 2,000,000,000 0.001 807,047,948 201,761,982 3,999,999 1,650,000 The Sellers held 67 25 Concurrently with the signing of the Secondary SPA, Bright Green and the Sellers entered into a voting agreement (the “Voting Agreement”) whereby the Sellers agree to vote in favor of the adoption of an agreement to effect Bright Green’s acquisition of Alterola or the Alterola’s merger into Bright Green or a subsidiary of Bright Green, as the case may be, pursuant to additional terms set forth in the Voting Agreement. The agreement will terminate upon the earlier of eight months from the date of the agreement or written notice by Bright Green. Concurrently with the execution of the Voting Agreement, each Stockholder agrees to deliver to Bright Green an Irrevocable Proxy (“Proxy”). The Proxy only applies to the matter of voting upon the aspects regarding Bright Green’s purchase of the remaining 75% of Alterola’s common stock. It does not apply to the Stockholder’s voting on any other business matters pertaining to Alterola. As stated in the Proxy, Bright Green ensures the terms of the deal for the complete acquisition of Alterola are of no less value than as specified in the Press Release dated August 30, 2022, where the valuation of Alterola was determined to be $ 50 The Company accounted for the transaction under the equity method and recoded the carrying value of the Company’s investment in Alterola common shares at cost, including transaction costs incurred to obtain the equity method investment of $ 339,115 The following table provides summarized balance sheet information for Alterola as of December 31, 2022: Schedule of Financial Statement Information December 31, 2022 December 31, 2021 Current Assets $ 192,011 $ 90,705 Non-Current Assets 12,018,147 12,000,000 Current Liabilities 1,822,696 1,217,811 Non-Current Liabilities 151,255 169,038 Equity 10,236,237 10,703,856 The following table provides summarized income statement information for Alterola for the twelve months ended December 31, 2022: December 31, 2022 December 31, 2021 Total revenues $ - $ - Net loss $ 4,980,510 $ 3,460,815 Our ownership percentage of 25 135,155 On April 4, 2023, we announced our intention to acquire the remaining issued and outstanding common stock of Alterola (Note 16). Voting Agreement The Voting Agreement was initially measured at fair value utilizing the Black-Scholes-option-pricing model based on the following assumptions: dividend rate of 0.0 4.0 0.5 66.0 the stock price of $26.4 million, inclusive of a Control Premium of 65% valued at $10.4 million, determined using the Recent Transaction Method as the transaction was determined to be arms-length, and a strike price of $61.3 million reflecting the option to purchase the remaining 75% of the outstanding shares of common stock for $46.0 million. The issuance date fair value of the Voting Agreement was determined to be $213,000 of the gross payment to the Sellers of $3,999,999. As of December 31, 2022, the value of the option was impaired to nil to reflect the likelihood that the option would be exercised according to the terms set forth and prior to expiry. 7. Merger Transactions A. Bright Green Grow Innovations, LLC Merger On May 28, 2019, the Company entered into a merger agreement with BGGI. Pursuant to the merger agreement, BGGI transferred to the Company two parcels of land and a greenhouse building having a total net carrying value of $ 9,128,851 70 40 7. Merger Transactions (continued) A. Bright Green Grow Innovations, LLC Merger (continued) of ASC 805. The Company accounted for the merger as an acquisition of assets. Since, under ASC 850, the merger was considered as a related party transaction by virtue of common ownership and management, the assets transferred to the Company have been accounted for at historical carrying values of BGGI. B. Grants Greenhouse Growers, Inc. Merger On October 30, 2020, the Company entered into a merger agreement with Grants Greenhouse Growers, Inc. (“GGG”) (the “GGG Merger Agreement”). Pursuant to the GGG Merger Agreement, GGG was merged into the Company in exchange for 1,000,000 - A Real Estate Option Agreement dated October 5, 2020, and expiring on December 31, 2021, for $ 1,500 1,750 2,000 330 5,000 - A Real Estate Option Agreement dated October 21, 2020, and expiring on December 31, 2021, for $ 1,000 1,500 175 5,000 The Company assessed that the merger transaction did not qualify as a business combination in accordance with the provisions of ASC 805. The Company accounted for the merger as an acquisition of assets. The asset acquisition was accounted for at the fair value of the options agreement of $ 103,837 determined using the Black Scholes Model and management had assessed the value of these options to be impaired due to uncertainty surrounding their recoverability. C. Naseeb, Inc. Merger On November 10, 2020, the Company entered into a merger agreement with Naseeb, Inc. (“Naseeb”) and the sole shareholder of Naseeb, who is also a shareholder and Chairman of the Company. Pursuant to the Naseeb merger agreement, Naseeb was merged into the Company in exchange for 10,000,000 7. Merger Transactions (continued) C. Naseeb, Inc. Merger (continued) transferred to the Company their assistance that was used by the Company towards obtaining the following licenses and patents to the Company: - New Mexico Hemp License: - New Mexico Board of Pharmacy Schedule 1 Bulk Manufacturers License: - Federal Medical Marijuana License: - Patents: The Company assessed that the merger transaction did not qualify as a business combination in accordance with the provisions of ASC 805. The Company accounted for the merger as an acquisition of assets. Since, under ASC 850, the merger was considered as a related party transaction by virtue of common ownership and management, the assets transferred to the Company have been accounted for at historical cost of Naseeb of $ 1,000 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | 8. Property, Plant, and Equipment The Company owns an expansive 22 70 8. Property, Plant, and Equipment (continued) Property, plant, and equipment at December 31, 2022 and 2021, consisted of the following: Schedule of Property Plant and Equipment December 31, 2022 December 31, 2021 Furniture and fixtures $ 88,690 - Land 260,000 260,000 Construction in progress 10,736,269 302,717 Building and improvement 8,883,851 8,883,851 Property, plant, and equipment gross 19,968,810 9,446,568 Accumulated depreciation (2,822,485 ) (2,117,804 ) Net property, plant, and equipment $ 17,146,325 7,328,764 The amount of interest costs capitalized and included in construction in progress totaled $ 106,117 nil |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Intangible assets at December 31, 2022 and 2021, consisted of the following: Schedule of Intangible Assets December 31, 2022 December 31, 2021 Licenses (Note 7) $ 1,000 1,000 Accumulated amortization - - Net intangible assets $ 1,000 1,000 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments During 2022, the Company entered a contract to purchase equipment for $ 2,219,285 1,109,643 1,109,642 47,944 |
Related Party Line of Credit No
Related Party Line of Credit Note | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Line Of Credit Note | |
Related Party Line of Credit Note | 11. Related Party Line of Credit Note On June 5, 2022, the Company and LDS Capital LLC (“Lender”), whose managing member is a member of the Board, entered into an unsecured line of credit in the form of a note (the “June Note”). The Note provides that the Company may borrow up to $ 5.0 3.0 2.0 11. Related Party Line of Credit Note (continued) on the unpaid principal amount of any Loan accrues through the earlier of the June Note Maturity Date or the date of prepayment on such Loan, at a rate of 2 2 As of December 31, 2022, the Lender has funded the Company $ 5,191,057 1,611,067 106,117 106,117 The note was drawn on for $ 392,194 880,000 On March 14, 2023, the Company drew an additional $ 200,000 11.5 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 12. Stockholders’ Equity The Company has authorized 500,000,000 0.0001 10,000,000 0.0001 173,304,800 157,544,500 During the twelve months ended December 31, 2022, the Company issued the following: - 12,500 shares of common stock at a purchase price of $ 4.00 per share, for gross cash proceeds of $ 50,000 , to one accredited investor in January 2022; - 500,000 shares of common stock for services rendered, at a fair value of $ 4.00 per share determined using the per share purchase price of (the “$4.00 Round”), to the Chief Financial Officer of the Company, in April 2022; - 5,000 shares of common stock that were issued in January 2021 to a director of the Company, for services valued at $ 2.00 per share, were cancelled in April 2022; - 300,000 shares of common stock at a purchase price of $ 10.00 per share, for gross cash proceeds of $ 3,000,000 , to two accredited investors in May 2022; - 1,574,490 shares of common stock for services rendered in connection with the Direct Listing to the Company’s advisor, or its permitted designees, contemporaneous with the Direct Listing and consistent with the direct listing price of $ 8.00 - 108,000 shares of common stock that were issued in June 2019 to a consultant of the Company, for services valued at $ 0.069 per share determined using an asset approach, were cancelled in June 2022; 12. Stockholders’ Equity (continued) - 9,523,810 9,523,810 - 3,962,500 3,000,000 1.25 87,500 1.08 875,000 0.4695 On September 7, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with investors. The combined purchase price of one Share and accompanying Warrant was $ 1.05 1.05 10 . 200,000 210,000 In connection with the September Private Placement, the Company entered into a Registration Rights Agreement with the investors. The Company’s registration statement on Form S-1 to register the securities issued in the September Private Placement went effective on September 21, 2022. Transaction costs incurred related to the September Private Placement include the following: (i) placement agent fees of $ 800,000 55,617 7,650 September Warrants The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price of $ 1.65 1.05 five years 174.3 3.41 15 4,489,662 During the twelve months ended December 31, 2021, the Company issued the following: - 1,019,000 2.00 2,038,000 184,000 69,000 138,000 100,000 335,000 250,000 100,000 50,000 2.00 12. Stockholders’ Equity (continued) - 188,000 3.00 564,000 154,000 34,000 3.00 - 166,500 4.00 666,000 29,000 137,500 4.00 - 25,000 2.00 2.00 10,000 15,000 - 40,000 2.00 2.00 10,000 30,000 - 10,000 3.00 3.00 - 50,000 4.00 4.00 |
Income Taxes (continued)
Income Taxes (continued) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes (continued) | 13. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31, 2022 and 2021, based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model. 13. Income Taxes (continued) The current and deferred income tax expenses for the years ended December 31, 2022 and 2021, were $ nil 25.8 25.8 Schedule of Income Tax Provision 2022 2021 Loss before income taxes $ (27,662,077 ) $ (2,490,499 ) The (benefit) provision for income taxes for 2022 and 2021 consists of the following: Current: Federal - - State - - Total current (benefit) provision - - Deferred: Federal (5,727,839 ) (515,114 ) State (1,309,220 ) (117,740 ) Total current (benefit) provision $ (7,037,059 ) $ (632,854 ) Valuation allowance 7,037,059 632,854 Total (benefit) provision $ - $ - The federal and state tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: Schedule of Federal and State Tax Effects of Temporary Differences and Carryforwards 2022 2021 Other 728,201 546,393 Net operating loss carry over 7,294,146 438,894 Total deferred tax assets 8,022,347 985,287 Less: valuation allowance (8,022,347 ) (985,287 ) Deferred tax assets, net of valuation allowance $ - $ - As of December 31, 2022 and 2021, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets. Management has based its assessment on the Company’s lack of profitable operating history. As of December 31, 2022 and 2021, the Company has approximately $ 28,271,882 1,701,141 The Company is subject to U.S. federal jurisdiction and the state of New Mexico income taxes. Management has not filed federal or state income tax returns due to incurring cumulative losses. Therefore, the Company’s actual tax position may differ from their book position. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Other than the transactions disclosed elsewhere in the financial statements, the following are the other significant related party transactions and balances: At December 31, 2022 and 2021, the due to related party balance totaled $ 392,194 392,194 14. Related Party Transactions (continued) Included in common stock issued for services during the year ended December 31, 2022, were 3,962,500 Included in common stock issued for services during the year ended December 31, 2022, were 500,000 Included in common stock issued for services during the year ended December 31, 2021, were 50,000 At December 31, 2022, $ 400,000 was due to the Company’s former interim Chief Executive Officer, who also is a shareholder. The amount, which includes $ 300,000 At December 31, 2022, $ 65,856 At December 31, 2022, $ 60,000 At December 31, 2022, the outstanding balance on the line of credit of $ 3,686,107 The related party line of credit note was drawn on to pay in full, the related party loan balance of $ 392,194 880,000 On March 14, 2023, the Company drew an additional $ 200,000 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 15. Contingencies In the ordinary course of business, the Company is routinely defendants in, or parties to a number of pending and threatened legal actions including actions brought on behalf of various classes of claimants. In view of the inherent difficulty of predicting the outcome of such matters, the Company cannot state what the eventual outcome of such matters will be. Legal provisions are established when it becomes probable that the Company will incur an expense related to a legal action and the amount can be reliably estimated. Such provisions are recorded at the best estimate of the amount required to settle any obligation related to these legal actions as at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Management and internal and external experts are involved in estimating any amounts that may be required. The actual costs of resolving these claims may vary significantly from the amount of the legal provisions. The Company’s estimate involves significant judgement, given the varying stages of the proceedings, the fact that the Company’s liability, if any, has yet to be determined and the fact that the underlying matters will change from time to time. Other than as set forth below, the Company is not presently a party to any litigation. The Company is not able to make a reliable assessment of the potential losses as these matters are at an early stage, accordingly, no amounts have been accrued in the financial statements. 15. Contingencies (continued) Bright Green Corporation v. John Fikany, State of New Mexico, County of Cibola, Thirteenth Judicial District Bright Green Group of Companies, an entity unrelated to the Company, to determine if defendant is entitled to 5,000,000 shares of the Company’s common stock, based on a failure to fulfill agreed upon conditions precedent to earning such shares from the Company. Bright Green Corporation v. Jerry Capussi, State of New Mexico, County of Cibola, Thirteenth Judicial District (i) shares of common stock in the Company (amounting to no more than 108,000 shares) or (ii) fair market value of defendant’s equity ownership of BGGI |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company’s management has evaluated the subsequent events up to April 17, 2023. The date the financial statements were issued, pursuant to the requirements of ASC 855, and has determined the following constitute material subsequent events: As of December 31, 2022, we notified the land owners of our intention to exercise the two Real Estate Option Agreements and are in process of negotiating final terms of acquisition. The acquisition has yet to be completed. On January 31, 2023, LDS Capital LLC assigned the related party line of credit note to its sole member, an individual, Lynn Stockwell, who is a member of the Board and majority shareholder of the Company. On February 1, 2023, the related party line of credit note was used to pay in full, the related party loan balance of $ 392,194 On February 1, 2023, the Company initiated their EB-5 Program, whereby they may issue up to an aggregate of 12,609,152 39.99 On February 1, 2023, 200,000 210,000 On February 6, 2023, through a cashless conversion, the related party line of credit note was paid down $ 880,000 880,000 22,005 39.99 On March 14, 2023, the Company drew an additional $ 200,000 11.5 On March 27, 2023, we received an additional $ 880,000 22,005 39.99 On March 31, 2023, the Company issued 875,000 On April 4, 2023, we announced our intention to acquire the remaining issued and outstanding common stock of Alterola. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Measurement | A. Basis of Measurement The financial statements of the Company have been prepared on a historical cost basis except as indicated otherwise. |
Property, Plant, and Equipment | B. Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property, plant, and equipment is re-tired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant, and equipment, except land, which is not depreciated, is provided using the declining balance method, or straight-line method, with estimated lives as follows: Summary of Estimated Useful Life Building and improvement - declining balance method 10 Furniture and fixtures - straight-line method 3 Construction in progress is not depreciated until the asset is placed in service. |
Long-lived Assets | C. Long-lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC Topic 360 requires that long-lived assets be reviewed annually for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable; it further requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. |
Intangible Assets | D. Intangible Assets The Company’s intangible assets consist of certain licenses (Note 7) which will be amortized over the term of each license. The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. 3. Summary of Significant Accounting Policies (continued) |
Investments under the equity method | E. Fair Value of Financial Instruments In accordance with ASC 820 (Topic 820, Fair Value Measurements and Disclosures), the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of our cash, other assets, accounts payable, accrued liabilities, due to others, and due to related party approximated their fair values as of December 31, 2022 and 2021 due to their short-term nature. The following table sets forth a summary of the changes in the fair value of our Level 3 financial assets that are measured at fair value on a recurring basis (See Note 6 for further details): Schedule of Changes in the Fair Value of Financial Assets December 31, 2022 Balance on December 31, 2021 $ - Voting Agreement derivative asset 213,000 Change in fair value (213,000 ) Balance on December 31, 2022 $ - F . Investments under the equity method When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. generally accepted accounting principles (“GAAP”). Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. The Company generally recognizes its share of the equity method investee’s earnings on a three-month lag in instances where the investee’s financial information is not sufficiently timely from the Company’s reporting period. Under the equity method of accounting, investments are initially recorded at cost, including transaction costs incurred to acquire the investment, and thereafter adjusted for additional investments, distributions and the proportionate share of earnings or losses of the investee. The Company evaluated the equity method investment for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations and comprehensive loss each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s Balance Sheet. G. Advertising Costs Advertising costs are charged to operations when incurred. Advertising costs totaled $ 78,193 68,571 3. Summary of Significant Accounting Policies (continued) H. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed it methodology for estimating the valuation allowance. A change in valuation allowance affect earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination I. Basic and Diluted Earnings (Loss) per share Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The dilutive effect on earnings per share is calculated, presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive. J. Segment Reporting ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for how public business enterprises report information about operating segments in the Company’s financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are located in the United States of America and the Company is a start-up company as at December 31, 2022 and 2021 and has no 3. Summary of Significant Accounting Policies (continued) K. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to valuation allowance for deferred tax assets, valuation of warrants and stock-based compensation, valuation of option related to equity investment, going concern assessment and assignment of the useful lives of property, plant and equipment. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. L. Stock-based Compensation The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive management, management, accounting, operations, corporate communication, financial and administrative consulting services. M. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of 3. Summary of Significant Accounting Policies (continued) M. Warrants (continued) the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations and comprehensive loss. N. Standards, Amendments, and Interpretations Adopted 1) Modification of Equity-Classified Written Call Options In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This update is effective for annual periods beginning after December 15, 2021, and interim periods withing those periods, and early adoption is permitted. The Company adopted this accounting policy as of January 1, 2022. 2) Leases In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the statement of financial position for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of activities. 3. Summary of Significant Accounting Policies (continued) N. Standards, Amendments, and Interpretations Adopted (continued) 2) Leases (continued) The new standard became effective for public business entities on January 1, 2019, with early adoption permitted. The new standard became effective for the Company on May 17, 2022, the date the Company became a public entity. The Company adopted this accounting policy as of May 17, 2022. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company continues to evaluate certain aspects of the new standard, including those still being revised by the FASB, the new standard does not have a material effect on the Company’s financial statements. As of December 31, 2022, the Company has one month to month lease, whereas the new standard does not apply. 3) Fair Value Measurement In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update was effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. Effective October 4, 2022, the Company adopted FASB guidance on the recognition and measurement of financial instruments (Note 6). |
Advertising Costs | G. Advertising Costs Advertising costs are charged to operations when incurred. Advertising costs totaled $ 78,193 68,571 3. Summary of Significant Accounting Policies (continued) |
Income Taxes | H. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed it methodology for estimating the valuation allowance. A change in valuation allowance affect earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination |
Basic and Diluted Earnings (Loss) per share | I. Basic and Diluted Earnings (Loss) per share Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The dilutive effect on earnings per share is calculated, presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive. |
Segment Reporting | J. Segment Reporting ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for how public business enterprises report information about operating segments in the Company’s financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are located in the United States of America and the Company is a start-up company as at December 31, 2022 and 2021 and has no 3. Summary of Significant Accounting Policies (continued) |
Use of Estimates | K. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to valuation allowance for deferred tax assets, valuation of warrants and stock-based compensation, valuation of option related to equity investment, going concern assessment and assignment of the useful lives of property, plant and equipment. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Stock-based Compensation | L. Stock-based Compensation The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive management, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Warrants | M. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of 3. Summary of Significant Accounting Policies (continued) M. Warrants (continued) the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations and comprehensive loss. |
Standards, Amendments, and Interpretations Adopted | N. Standards, Amendments, and Interpretations Adopted 1) Modification of Equity-Classified Written Call Options In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This update is effective for annual periods beginning after December 15, 2021, and interim periods withing those periods, and early adoption is permitted. The Company adopted this accounting policy as of January 1, 2022. 2) Leases In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the statement of financial position for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of activities. 3. Summary of Significant Accounting Policies (continued) N. Standards, Amendments, and Interpretations Adopted (continued) 2) Leases (continued) The new standard became effective for public business entities on January 1, 2019, with early adoption permitted. The new standard became effective for the Company on May 17, 2022, the date the Company became a public entity. The Company adopted this accounting policy as of May 17, 2022. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company continues to evaluate certain aspects of the new standard, including those still being revised by the FASB, the new standard does not have a material effect on the Company’s financial statements. As of December 31, 2022, the Company has one month to month lease, whereas the new standard does not apply. 3) Fair Value Measurement In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update was effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. Effective October 4, 2022, the Company adopted FASB guidance on the recognition and measurement of financial instruments (Note 6). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life | Summary of Estimated Useful Life Building and improvement - declining balance method 10 Furniture and fixtures - straight-line method 3 |
Schedule of Changes in the Fair Value of Financial Assets | The following table sets forth a summary of the changes in the fair value of our Level 3 financial assets that are measured at fair value on a recurring basis (See Note 6 for further details): Schedule of Changes in the Fair Value of Financial Assets December 31, 2022 Balance on December 31, 2021 $ - Voting Agreement derivative asset 213,000 Change in fair value (213,000 ) Balance on December 31, 2022 $ - F . Investments under the equity method When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. generally accepted accounting principles (“GAAP”). Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. The Company generally recognizes its share of the equity method investee’s earnings on a three-month lag in instances where the investee’s financial information is not sufficiently timely from the Company’s reporting period. Under the equity method of accounting, investments are initially recorded at cost, including transaction costs incurred to acquire the investment, and thereafter adjusted for additional investments, distributions and the proportionate share of earnings or losses of the investee. The Company evaluated the equity method investment for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations and comprehensive loss each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s Balance Sheet. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant, and equipment at December 31, 2022 and 2021, consisted of the following: Schedule of Property Plant and Equipment December 31, 2022 December 31, 2021 Furniture and fixtures $ 88,690 - Land 260,000 260,000 Construction in progress 10,736,269 302,717 Building and improvement 8,883,851 8,883,851 Property, plant, and equipment gross 19,968,810 9,446,568 Accumulated depreciation (2,822,485 ) (2,117,804 ) Net property, plant, and equipment $ 17,146,325 7,328,764 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at December 31, 2022 and 2021, consisted of the following: Schedule of Intangible Assets December 31, 2022 December 31, 2021 Licenses (Note 7) $ 1,000 1,000 Accumulated amortization - - Net intangible assets $ 1,000 1,000 |
Income Taxes (continued) (Table
Income Taxes (continued) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | Schedule of Income Tax Provision 2022 2021 Loss before income taxes $ (27,662,077 ) $ (2,490,499 ) The (benefit) provision for income taxes for 2022 and 2021 consists of the following: Current: Federal - - State - - Total current (benefit) provision - - Deferred: Federal (5,727,839 ) (515,114 ) State (1,309,220 ) (117,740 ) Total current (benefit) provision $ (7,037,059 ) $ (632,854 ) Valuation allowance 7,037,059 632,854 Total (benefit) provision $ - $ - |
Schedule of Federal and State Tax Effects of Temporary Differences and Carryforwards | The federal and state tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: Schedule of Federal and State Tax Effects of Temporary Differences and Carryforwards 2022 2021 Other 728,201 546,393 Net operating loss carry over 7,294,146 438,894 Total deferred tax assets 8,022,347 985,287 Less: valuation allowance (8,022,347 ) (985,287 ) Deferred tax assets, net of valuation allowance $ - $ - |
Description of Business and O_2
Description of Business and Organization (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Date of incorporation | Apr. 16, 2019 | |
Revenue | $ 0 | $ 0 |
Going Concern and Basis of Pr_2
Going Concern and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Net income loss | $ 27,662,077 | $ 2,490,499 |
Net cash provided by used in operating activities | 2,265,770 | 1,656,575 |
working capital | 7,030,929 | |
Retained earnings accumulated deficit | 34,075,821 | 6,413,744 |
Proceeds from Issuance or Sale of Equity | 12,186,733 | |
Proceeds from Long-Term Lines of Credit | 5,191,057 | |
Repayments of Other Debt | 1,611,067 | |
Line of Credit Facility, Remaining Borrowing Capacity | 11,300,000 | |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-Term Line of Credit | $ 15,000,000 |
Summary of Estimated Useful Lif
Summary of Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Schedule of Changes in the Fair
Schedule of Changes in the Fair Value of Financial Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Beginning balance, assets fair value | ||
Voting Agreement derivative asset | 213,000 | |
Change in fair value | (213,000) | |
Ending balance, assets fair value |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Advertising cost | $ 78,193 | $ 68,571 |
Income tax examination, description | The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination | |
Revenue | $ 0 | $ 0 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) | Dec. 31, 2022 USD ($) |
Risks and Uncertainties [Abstract] | |
Cash FDIC insured amount | $ 250,000 |
Excess of FDIC insured limit | $ 187,821 |
Schedule of Financial Statement
Schedule of Financial Statement Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | $ 492,421 | $ 1,450,791 | |
Current Liabilities | 7,523,350 | 167,962 | |
Non-Current Liabilities | 3,686,107 | 392,194 | |
Equity | 11,578,836 | 8,220,399 | $ 7,220,898 |
Alterola Biotech Inc [Member] | |||
Current Assets | 192,011 | 90,705 | |
Non-Current Assets | 12,018,147 | 12,000,000 | |
Current Liabilities | 1,822,696 | 1,217,811 | |
Non-Current Liabilities | 151,255 | 169,038 | |
Equity | $ 10,236,237 | $ 10,703,856 |
The following table provides su
The following table provides summarized income statement information for Alterola for the twelve months ended December 31, 2022: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | ||
Net loss | (27,662,077) | (2,490,499) |
Alterola Biotech Inc [Member] | ||
Total revenues | ||
Net loss | $ 4,980,510 | $ 3,460,815 |
Merger Transactions (Details Na
Merger Transactions (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||||
Oct. 03, 2022 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) a | Oct. 30, 2020 shares | Oct. 21, 2020 USD ($) | May 28, 2019 USD ($) a | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) a $ / shares shares | |
Common Stock, Shares Authorized | shares | 2,000,000,000 | 500,000,000 | 500,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Outstanding | shares | 807,047,948 | 157,544,500 | 173,304,800 | |||||
Stock Issued During Period, Shares, New Issues | shares | 201,761,982 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 3,999,999 | |||||||
Liability to the Sellers | $ 1,650,000 | |||||||
Debt instrument, stated percentage | 67% | |||||||
Stock | $ 50,000,000 | |||||||
Carrying value | 339,115 | |||||||
Equity method investments | $ 135,155 | $ 3,990,960 | ||||||
Rist free rate | 3.41% | |||||||
Naseeb Inc. [Member] | ||||||||
Exchange of shares | shares | 10,000,000 | |||||||
Asset acquisition consideration transferred amount | $ 1,000 | |||||||
NEW MEXICO | ||||||||
Area of land | a | 70 | |||||||
Voting Agreement [Member] | ||||||||
Dividend rate | 0% | |||||||
Rist free rate | 4% | |||||||
Expected term | 6 months | |||||||
Volatility rate | 66% | |||||||
Share based payment, description | the stock price of $26.4 million, inclusive of a Control Premium of 65% valued at $10.4 million, determined using the Recent Transaction Method as the transaction was determined to be arms-length, and a strike price of $61.3 million reflecting the option to purchase the remaining 75% of the outstanding shares of common stock for $46.0 million. The issuance date fair value of the Voting Agreement was determined to be $213,000 of the gross payment to the Sellers of $3,999,999. | |||||||
Merger Agreement [Member] | Bright Green Grow Innovations LLC [Member] | ||||||||
Sale of stock | $ 9,128,851 | |||||||
Merger Agreement [Member] | Bright Green Grow Innovations LLC [Member] | NEW MEXICO | ||||||||
Area of land | a | 40 | |||||||
Merger Agreement [Member] | Bright Green Grow Innovations LLC [Member] | Green House [Member] | NEW MEXICO | ||||||||
Area of land | a | 70 | |||||||
GGG Merger Agreement [Member] | Real estate option agreement [Member] | Black Scholes Model [Member] | ||||||||
Fair Value of Assets Acquired | $ 103,837 | |||||||
GGG Merger Agreement [Member] | Grants Greehouse Growers, Inc. [Member] | ||||||||
Number of shares issued, shares | shares | 1,000,000 | |||||||
GGG Merger Agreement [Member] | Grants Greehouse Growers, Inc. [Member] | Real Estate Option Agreement One [Member] | ||||||||
Area of land | a | 330 | |||||||
Payments for rent | $ 2,000 | $ 1,750 | $ 1,500 | |||||
GGG Merger Agreement [Member] | Grants Greehouse Growers, Inc. [Member] | Real Estate Option Agreement Two [Member] | ||||||||
Area of land | a | 175 | |||||||
Payments for rent | $ 1,500 | $ 1,000 | ||||||
Price per acre | $ 5,000 | |||||||
Alterola Biotech Inc [Member] | ||||||||
Equity method investment, description | The Proxy only applies to the matter of voting upon the aspects regarding Bright Green’s purchase of the remaining 75% of Alterola’s common stock. It does not apply to the Stockholder’s voting on any other business matters pertaining to Alterola. As stated in the Proxy, Bright Green ensures the terms of the deal for the complete acquisition of Alterola are of no less value than as specified in the Press Release dated August 30, 2022, where the valuation of Alterola was determined to be $50 million. It is anticipated that the balance of the enterprise value will be paid as 20% of each shareholding in cash and the remaining 80% in Bright Green stock | |||||||
Ownership percentage | 25% | |||||||
Unsecured Line of Credit [Member] | ||||||||
Debt instrument, stated percentage | 25% |
Schedule of Property Plant and
Schedule of Property Plant and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 88,690 | |
Land | 260,000 | 260,000 |
Construction in progress | 10,736,269 | 302,717 |
Building and improvement | 8,883,851 | 8,883,851 |
Property, plant, and equipment gross | 19,968,810 | 9,446,568 |
Accumulated depreciation | (2,822,485) | (2,117,804) |
Net property, plant, and equipment | $ 17,146,325 | $ 7,328,764 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) a | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Interest costs capitalized | $ | $ 106,117 | |
NEW MEXICO | ||
Property, Plant and Equipment [Line Items] | ||
Area of land | 70 | |
Venlo Style Green House [Member] | NEW MEXICO | ||
Property, Plant and Equipment [Line Items] | ||
Area of land | 22 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Licenses (Note 7) | $ 1,000 | $ 1,000 |
Accumulated amortization | ||
Net intangible assets | $ 1,000 | $ 1,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Payments for purchase | $ 2,219,285 |
Deposits | 1,109,643 |
Deposits | 1,109,642 |
Construction of contract paid | $ 47,944 |
Related Party Line of Credit _2
Related Party Line of Credit Note (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Mar. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 06, 2023 | Feb. 01, 2023 | Oct. 03, 2022 | Jun. 05, 2022 | |
Line of Credit Facility [Line Items] | |||||||
Interest rate stated percentage | 67% | ||||||
Repayments of other debt | $ 1,611,067 | ||||||
Accrued interest | 106,117 | ||||||
Interest costs capitalized | 106,117 | ||||||
Due to related party | 392,194 | ||||||
Drew from related party line of credit | $ 122,514 | ||||||
Credit facility | 11,300,000 | ||||||
Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Drew from related party line of credit | $ 200,000 | ||||||
Credit facility | $ 11,500,000 | ||||||
Unsecured Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate stated percentage | 25% | ||||||
Unsecured Line of Credit [Member] | LDS Capital LLC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing amount | $ 5,000,000 | ||||||
Borrowing capacity | 2,000,000 | $ 3,000,000 | |||||
Interest rate stated percentage | 2% | ||||||
Lender committed funds | $ 5,191,057 | ||||||
Unsecured Line of Credit [Member] | LDS Capital LLC [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate stated percentage | 2% | ||||||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit paid | $ 880,000 | ||||||
Line of Credit [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowing capacity | 880,000 | ||||||
Due to related party | $ 392,194 | ||||||
Line of credit paid | $ 880,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 | Feb. 01, 2023 | Oct. 03, 2022 | Sep. 12, 2022 | Sep. 07, 2022 | Apr. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 27, 2023 | Feb. 06, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | 500,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||
Common stock, shares issued | 173,304,800 | 157,544,500 | |||||||||
Common stock, shares outstanding | 807,047,948 | 173,304,800 | 157,544,500 | ||||||||
Issuance of shares | 201,761,982 | ||||||||||
Issued price per share | $ 3,999,999 | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,186,733 | ||||||||||
Stock Issued During Period, Value, Issued for Services | 18,851,232 | $ 360,000 | |||||||||
Proceeds from issuance of common stock | 3,050,000 | 3,130,000 | |||||||||
Warrants redeemed | 213,000 | ||||||||||
integration related costs | 800,000 | ||||||||||
Legal fees | 55,617 | ||||||||||
Escrow deposit | $ 7,650 | ||||||||||
Share price | $ 1.65 | ||||||||||
Warrant exercise price | $ 1.05 | ||||||||||
Warrant term | 5 years | ||||||||||
Volatility rate | 174.30% | ||||||||||
Risk-free rate | 3.41% | ||||||||||
Dilutive issuance rate | 15% | ||||||||||
Warrants estimate value | $ 4,489,662 | ||||||||||
Issuance of value | $ 3,050,000 | $ 3,130,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares issued | 22,005 | ||||||||||
Warrants redeemed | $ 200,000 | ||||||||||
Warrants redeemed | $ 210,000 | ||||||||||
Share price | $ 39.99 | $ 39.99 | |||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 875,000 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||
Issuance of shares | 312,500 | 1,373,500 | |||||||||
Number of shares issed for services | 6,036,990 | 125,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 603 | $ 12 | |||||||||
Issuance of value | 31 | $ 137 | |||||||||
Common Stock [Member] | May 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 335,000 | ||||||||||
Common Stock [Member] | September 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 100,000 | ||||||||||
Common Stock [Member] | October 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of value | $ 50,000 | ||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 39.99 | ||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 4 | ||||||||||
Number of shares issed for services | 500,000 | ||||||||||
Proceeds from issuance of common stock | $ 10,000,000 | ||||||||||
Common Stock [Member] | One Accredited Investor [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 12,500 | ||||||||||
Issued price per share | $ 4 | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000 | ||||||||||
Common Stock [Member] | Directors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 2 | ||||||||||
Number of shares issed for services | 5,000 | ||||||||||
Common Stock [Member] | Two Accredited Investor [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 300,000 | ||||||||||
Issued price per share | $ 10 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 3,000,000 | ||||||||||
Common Stock [Member] | Six Consultants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 8 | ||||||||||
Number of shares issed for services | 1,574,490 | ||||||||||
Common Stock [Member] | Consultants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 108,000 | ||||||||||
Issued price per share | $ 0.069 | ||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issed for services | 3,962,500 | ||||||||||
Common Stock [Member] | Twenty Eight Accredited [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 1,019,000 | ||||||||||
Common Stock [Member] | Twenty Eight Accredited [Member] | June 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 250,000 | ||||||||||
Common Stock [Member] | Thirty Accredited [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 2 | ||||||||||
Issuance of value | $ 2,038,000 | ||||||||||
Shares issued for cash proceeds | 69,000 | ||||||||||
Common Stock [Member] | Thirty Accredited [Member] | January 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 184,000 | ||||||||||
Common Stock [Member] | Thirty Accredited [Member] | December2020 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 138,000 | ||||||||||
Common Stock [Member] | Thirty Accredited [Member] | March 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 100,000 | ||||||||||
Common Stock [Member] | One Hundred Eighty Eight Accredited [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 3 | ||||||||||
Common Stock [Member] | One Hundred Eighty Eight Accredited [Member] | September 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 154,000 | ||||||||||
Common Stock [Member] | One Hundred Eighty Eight Accredited [Member] | October 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 34,000 | ||||||||||
Common Stock [Member] | One Hundred Eighty Eight Accredited [Member] | September and October 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 188,000 | ||||||||||
Issued price per share | $ 3 | ||||||||||
Proceeds from issuance of common stock | $ 564,000 | ||||||||||
Common Stock [Member] | Twelve Accredited [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 4 | ||||||||||
Common Stock [Member] | Twelve Accredited [Member] | October 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 29,000 | ||||||||||
Common Stock [Member] | Twelve Accredited [Member] | October and December 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 166,500 | ||||||||||
Issued price per share | $ 4 | ||||||||||
Proceeds from issuance of common stock | $ 666,000 | ||||||||||
Common Stock [Member] | Twelve Accredited [Member] | December 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 137,500 | ||||||||||
Common Stock [Member] | Five Consultants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 2 | ||||||||||
Number of shares issed for services | 25,000 | ||||||||||
Common Stock [Member] | Five Consultants [Member] | January 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issed for services | 10,000 | ||||||||||
Common Stock [Member] | Five Consultants [Member] | May 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issed for services | 15,000 | ||||||||||
Common Stock [Member] | Three Directors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 2 | ||||||||||
Number of shares issed for services | 40,000 | ||||||||||
Common Stock [Member] | Three Directors [Member] | January 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issed for services | 10,000 | ||||||||||
Common Stock [Member] | Three Directors [Member] | February 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issed for services | 30,000 | ||||||||||
Common Stock [Member] | Two Directors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 3 | ||||||||||
Number of shares issed for services | 10,000 | ||||||||||
Common Stock [Member] | Three Consultants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 4 | ||||||||||
Number of shares issed for services | 50,000 | ||||||||||
Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 9,523,810 | ||||||||||
Exercise price | $ 1.05 | ||||||||||
Warrant [Member] | Securitues Purchase Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Exercise price | $ 1.05 | ||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 9,523,810 | ||||||||||
Common Stock One [Member] | Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 1.25 | ||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 3,000,000 | ||||||||||
Common Stock Two [Member] | Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 1.08 | ||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 87,500 | ||||||||||
Common Stock Three [Member] | Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issued price per share | $ 0.4695 | ||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 875,000 |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (27,662,077) | $ (2,490,499) |
Current: | ||
Federal | ||
State | ||
Total current (benefit) provision | ||
Deferred: | ||
Federal | (5,727,839) | (515,114) |
State | (1,309,220) | (117,740) |
Total current (benefit) provision | (7,037,059) | (632,854) |
Valuation allowance | 7,037,059 | 632,854 |
Total (benefit) provision |
Schedule of Federal and State T
Schedule of Federal and State Tax Effects of Temporary Differences and Carryforwards (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Other | $ 728,201 | $ 546,393 |
Net operating loss carry over | 7,294,146 | 438,894 |
Total deferred tax assets | 8,022,347 | 985,287 |
Less: valuation allowance | (8,022,347) | (985,287) |
Deferred tax assets, net of valuation allowance |
Income Taxes (continued) (Detai
Income Taxes (continued) (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Current and deferred income tax expenses | ||
Tax rate | 25.80% | 25.80% |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 28,271,882 | $ 1,701,141 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 06, 2023 | Feb. 01, 2023 | |
Due to related party | $ 392,194 | $ 392,194 | |||
Long-term line of credit | 3,686,107 | ||||
Due to related party | 392,194 | ||||
Drew from related party line of credit | $ 122,514 | ||||
Subsequent Event [Member] | |||||
Drew from related party line of credit | $ 200,000 | ||||
Line of Credit [Member] | |||||
Line of credit paid | $ 880,000 | ||||
Line of Credit [Member] | Subsequent Event [Member] | |||||
Due to related party | $ 392,194 | ||||
Line of credit paid | $ 880,000 | ||||
Chief Executive Officer [Member] | Accounts Payable [Member] | |||||
Accrued payroll | 60,000 | ||||
Chief Financial Officer [Member] | Accrued Liabilities [Member] | |||||
Accrued payroll | 400,000 | ||||
Accrued liabilities | 300,000 | ||||
Chief Financial Officer [Member] | Accounts Payable [Member] | |||||
Accrued payroll | $ 65,856 | ||||
Five Directors [Member] | |||||
Issuance of service shares | 50,000 | ||||
Common Stock [Member] | |||||
Issuance of service shares | 6,036,990 | 125,000 | |||
Common Stock [Member] | Chief Executive Officer [Member] | |||||
Issuance of service shares | 3,962,500 | ||||
Common Stock [Member] | Chief Financial Officer [Member] | |||||
Issuance of service shares | 500,000 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Contingency, taken by defendant description | (i) shares of common stock in the Company (amounting to no more than 108,000 shares) or (ii) fair market value of defendant’s equity ownership of BGGI |
Chief Executive Officer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Contingency, taken by defendant description | Bright Green Group of Companies, an entity unrelated to the Company, to determine if defendant is entitled to 5,000,000 shares of the Company’s common stock, based on a failure to fulfill agreed upon conditions precedent to earning such shares from the Company. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Mar. 31, 2023 | Mar. 27, 2023 | Mar. 14, 2023 | Feb. 01, 2023 | Feb. 01, 2023 | Oct. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 06, 2023 | Feb. 02, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Due to related parties | $ 392,194 | |||||||||
Share price | $ 1.65 | |||||||||
Warrants redeemed | $ 213,000 | |||||||||
Shares issued | 173,304,800 | 157,544,500 | ||||||||
Price per share | $ 3,999,999 | |||||||||
Drew from related party line of credit | $ 122,514 | |||||||||
Credit facility | $ 11,300,000 | |||||||||
Common stock issued for cash, shares | 201,761,982 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued for cash, shares | 312,500 | 1,373,500 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued | 22,005 | 12,609,152 | ||||||||
Share price | $ 39.99 | $ 39.99 | $ 39.99 | |||||||
Warrants | 200,000 | |||||||||
Warrants redeemed | $ 210,000 | |||||||||
Shares issued | 22,005 | |||||||||
Drew from related party line of credit | $ 200,000 | |||||||||
Credit facility | $ 11,500,000 | |||||||||
Investments | $ 880,000 | |||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued for cash, shares | 875,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Price per share | $ 39.99 | |||||||||
Line of Credit [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of credit paid | $ 880,000 | |||||||||
Line of Credit [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Due to related parties | $ 392,194 | $ 392,194 | ||||||||
Line of credit paid | 880,000 | |||||||||
Line of credit current borrowing capacity | $ 880,000 |