Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-140645 | |
Entity Registrant Name | THE SUSTAINABLE GREEN TEAM, LTD. | |
Entity Central Index Key | 0001895251 | |
Entity Tax Identification Number | 61-1934413 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 24200 CR-561 | |
Entity Address, City or Town | Astatula | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34705 | |
City Area Code | 407 | |
Local Phone Number | 886-8733 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 84,515,224 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash & short term investments | $ 0 | |
Accounts receivable | 2,580,478 | 2,436,324 |
Inventory | 31,080,347 | 18,656,179 |
Prepaid expenses and other current assets | 10,466,143 | 8,797,966 |
Total Current Assets | 44,126,968 | 29,890,522 |
Property and equipment, net | 64,974,301 | 64,333,763 |
Other Assets | ||
Long-term investments | 1,004,838 | 968,513 |
Goodwill | 224,000 | 224,000 |
Intangibles | 13,988,620 | 14,473,880 |
ROU asset | 10,394,449 | 10,474,406 |
Total Other Assets | 25,611,908 | 26,140,798 |
Total Assets | 134,713,176 | 120,365,084 |
Current Liabilities | ||
Accounts payable and accrued expenses | 8,631,789 | 4,765,019 |
Current portion of lease liability | 3,468,555 | 3,350,145 |
Total Current Liabilities | 22,197,925 | 16,327,342 |
Long-term Liabilities | ||
Lease liabilities, net of current portion | 6,925,894 | 7,140,632 |
Notes payable, net of current portion | 24,692,277 | 24,221,403 |
Total Long-term Liabilities | 31,618,170 | 31,362,035 |
Total Liabilities | 53,816,096 | 47,689,378 |
Stockholders’ Equity | ||
Preferred Series A stock, $0.0001 par value, 5,000,000 shares authorized, 90 shares outstanding Common stock, $0.0001 par value; 245,000,000 shares authorized; 84,360,892 and 74,631,742 shares issued and outstanding, respectively | ||
Common Stock | 8,436 | 7,463 |
Additional paid-in capital | 68,421,866 | 56,294,220 |
Retained earnings | 12,466,779 | 16,374,022 |
Total Stockholders’ Equity | 80,897,081 | 72,675,706 |
Total Liabilities and Stockholders’ Equity | 134,713,176 | 120,365,084 |
Nonrelated Party [Member] | ||
Current Liabilities | ||
Notes payable - related party | 8,597,581 | 6,712,178 |
Related Party [Member] | ||
Current Liabilities | ||
Notes payable - related party | $ 1,500,000 | $ 1,500,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 245,000,000 | 245,000,000 |
Common stock, shares issued | 84,360,892 | 74,631,742 |
Common stock, shares outstanding | 84,360,892 | 74,631,742 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 90 | 90 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 02, 2022 | Jun. 30, 2023 | Jul. 02, 2022 | |
Income Statement [Abstract] | ||||
Net Revenue | $ 7,262,676 | $ 12,224,356 | $ 15,027,526 | $ 22,553,804 |
Cost of Goods | ||||
Cost of Goods (excl depreciation & amortization) | 5,692,568 | 11,555,815 | 11,833,248 | 19,516,147 |
Depreciation & Amortization (COGs) | 896,401 | 478,628 | 1,802,769 | 1,725,352 |
Total Cost of Goods | 6,588,969 | 12,034,443 | 13,636,017 | 21,241,500 |
Gross Profit | 673,707 | 189,913 | 1,391,508 | 1,312,305 |
Operating Expenses | ||||
Selling, General and Administrative | 2,041,697 | 1,296,221 | 4,446,381 | 2,571,628 |
Depreciation and Amortization (OpEx) | 250,700 | 5,640 | 500,330 | 11,280 |
Total Operating Expenses | 2,292,397 | 1,301,861 | 4,946,711 | 2,582,908 |
Income (loss) from Operations | (1,618,690) | (1,111,948) | (3,555,202) | (1,270,603) |
Other Income (expense) | ||||
Interest Expense, net | (1,278,745) | (498,278) | (2,295,302) | (923,322) |
Bargain Purchase Gain (loss) | 598,300 | |||
Net Debt Forgiveness/Grant (ERC) | (346,818) | 1,219,157 | 1,458,448 | 1,236,080 |
Gain on Sale of Fixed Assets | (23,461) | 16,923 | (23,461) | 16,923 |
Other Income, net | (795,569) | 57,663 | (785,367) | 124,269 |
Total Other Income (expense) | (2,444,593) | 795,465 | (1,645,681) | 1,052,250 |
Income (loss) before Income Taxes | (4,063,282) | (316,485) | (5,200,884) | (218,354) |
Provision for Income Taxes | (675,801) | (1,293,640) | 21,968 | |
Net Income (loss) | $ (3,387,481) | $ (316,484) | $ (3,907,244) | $ (240,321) |
Net income (loss) per common share - basic | $ (0.04) | $ 0 | $ (0.05) | $ 0 |
Net income (loss) per common share - diluted | $ (0.04) | $ 0 | $ (0.05) | $ 0 |
Wt. Avg shares outstanding - basic | 77,117,369 | 85,723,155 | 79,227,628 | 87,410,242 |
Wt. Avg shares outstanding - diluted | 84,352,369 | 91,363,159 | 86,462,628 | 93,050,246 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 9,046 | $ 34,536,850 | $ 6,620,006 | $ 41,165,502 | |
Balance, shares at Dec. 31, 2021 | 90 | 90,460,425 | |||
Stock subscriptions | $ 147 | 1,099,853 | 1,100,000 | ||
Stock subscribtions, shares | 1,466,667 | ||||
Stock repurchase (R. Spencer) | $ (390) | (584,651) | (877,459) | (1,462,500) | |
Stock repurchase (R. Spencer), shares | (3,900,275) | ||||
Net income | 76,161 | 76,161 | |||
Balance at Apr. 02, 2022 | $ 8,803 | 35,052,052 | 5,818,708 | 40,879,163 | |
Balance, shares at Apr. 02, 2022 | 90 | 88,026,817 | |||
Balance at Dec. 31, 2021 | $ 9,046 | 34,536,850 | 6,620,006 | 41,165,502 | |
Balance, shares at Dec. 31, 2021 | 90 | 90,460,425 | |||
Net income | (240,321) | ||||
Balance at Jul. 02, 2022 | $ 8,569 | 34,862,258 | 4,917,252 | 39,787,679 | |
Balance, shares at Jul. 02, 2022 | 90 | 85,693,300 | |||
Balance at Dec. 31, 2021 | $ 9,046 | 34,536,850 | 6,620,006 | 41,165,502 | |
Balance, shares at Dec. 31, 2021 | 90 | 90,460,425 | |||
Net income | 8,901,214 | ||||
Balance at Dec. 31, 2022 | $ 7,463 | 56,294,220 | 16,374,022 | 72,675,706 | |
Balance, shares at Dec. 31, 2022 | 90 | 74,631,743 | |||
Balance at Apr. 02, 2022 | $ 8,803 | 35,052,052 | 5,818,708 | 40,879,163 | |
Balance, shares at Apr. 02, 2022 | 90 | 88,026,817 | |||
Stock subscriptions | $ 27 | 199,973 | 200,000 | ||
Stock subscribtions, shares | 266,667 | ||||
Stock repurchase (R. Spencer) | $ (260) | (389,767) | (584,972) | (975,000) | |
Stock repurchase (R. Spencer), shares | (2,600,183) | ||||
Net income | (316,484) | (316,484) | |||
Balance at Jul. 02, 2022 | $ 8,569 | 34,862,258 | 4,917,252 | 39,787,679 | |
Balance, shares at Jul. 02, 2022 | 90 | 85,693,300 | |||
Balance at Dec. 31, 2022 | $ 7,463 | 56,294,220 | 16,374,022 | 72,675,706 | |
Balance, shares at Dec. 31, 2022 | 90 | 74,631,743 | |||
Stock subscriptions | $ 50 | 464,600 | 464,650 | ||
Stock subscribtions, shares | 497,693 | ||||
Net income | (519,763) | (519,763) | |||
Balance at Mar. 31, 2023 | $ 7,513 | 56,758,820 | 15,854,260 | 72,620,593 | |
Balance, shares at Mar. 31, 2023 | 90 | 75,129,436 | |||
Balance at Dec. 31, 2022 | $ 7,463 | 56,294,220 | 16,374,022 | 72,675,706 | |
Balance, shares at Dec. 31, 2022 | 90 | 74,631,743 | |||
Net income | (3,907,244) | ||||
Balance at Jun. 30, 2023 | $ 8,436 | 68,421,865 | 12,466,779 | 80,897,081 | |
Balance, shares at Jun. 30, 2023 | 90 | 84,360,893 | |||
Balance at Mar. 31, 2023 | $ 7,513 | 56,758,820 | 15,854,260 | 72,620,593 | |
Balance, shares at Mar. 31, 2023 | 90 | 75,129,436 | |||
Stock subscriptions | $ 923 | 11,663,045 | 11,663,969 | ||
Stock subscribtions, shares | 9,231,457 | ||||
Net income | (3,387,481) | (3,387,481) | |||
Balance at Jun. 30, 2023 | $ 8,436 | $ 68,421,865 | $ 12,466,779 | $ 80,897,081 | |
Balance, shares at Jun. 30, 2023 | 90 | 84,360,893 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jun. 30, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||||||
Net Income (Loss) | $ (3,387,481) | $ (519,763) | $ (316,484) | $ 76,161 | $ (3,907,244) | $ (240,321) | $ 8,901,214 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 2,303,099 | 1,819,666 | ||||||
Prepaid Advertising Expense | 717,500 | |||||||
Equity increase in long term investment | (50,667) | |||||||
Bargain purchase gain | (598,300) | |||||||
Gain on sale of fixed assets | 23,461 | (16,923) | 23,461 | (16,923) | ||||
Net Gain on ERC/Paycheck Protection Program | (1,236,080) | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (144,153) | 1,469,366 | ||||||
Due from Factor | (997,558) | |||||||
Inventory | 169,410 | 715,611 | ||||||
Prepaid expenses and other assets | (55,993) | (481,510) | ||||||
Accounts payable and accrued expenses | 3,866,769 | 1,887,283 | ||||||
Net cash from (used in) operating activities | 2,972,849 | 2,270,567 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (1,856,171) | (3,450,109) | ||||||
Proceeds from sale of property and equipment | 245,735 | |||||||
Proceeds from long-term investments | (36,326) | 26,943 | ||||||
Net cash from (used in) investing activities | (1,646,762) | (3,423,166) | ||||||
Cash flows from financing activities: | ||||||||
Borrowing under factoring | 10,585,975 | |||||||
Repayments under factoring | (10,032,885) | |||||||
Principal payments on leases | (443,557) | (134,694) | ||||||
Proceeds from notes payable | 6,814,750 | 4,507,500 | ||||||
Payment on notes payable | $ (1,500,000) | (8,305,897) | (3,368,495) | |||||
Payment on notes payable, related parties | ||||||||
Stock subscriptions | 608,619 | 1,300,000 | ||||||
Stock redemptions | (2,437,500) | |||||||
Net cash provided by (used in) financing activities | (1,326,086) | 419,901 | ||||||
Net increase (decrease) in cash | 0 | (732,698) | ||||||
Cash - beginning of period | $ 788,242 | 788,242 | 788,242 | |||||
Cash - end of period | $ 0 | $ 55,544 | $ 0 | $ 55,544 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | Note 1 – ORGANIZATION AND BUSINESS OPERATIONS Business Overview The Company is a wholesale manufacturer and supplier of wood-based mulch, soil, and lumber products , selling directly to mass merchandisers, home centers, hardware stores, nurseries, garden centers, convenience stores, food stores and drug stores, in addition to wholesalers and distributors. The Company also provides arbor care and storm recovery services at the residential, commercial, and municipal levels while offering green waste solutions to large- and small-scale waste disposal and recycling companies located throughout the southeastern United States. The Company’s subsidiary, Mulch Manufacturing Inc., is the largest provider of cypress mulch in the country. In addition, in February 2023, the Company commenced production of HumiSoil® in its Florida facilities. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered negative cash flows and has a significant accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters include expanding its product line from solely mulch to include higher margin manufactured soil products it is producing under the VRM License Agreement leading to an expected increase in revenues, gross margin and profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | Note 2 – GOING CONCERN Report of Independent Registered Public Accounting Firm Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Sustainable Green Team Ltd. as of December 31, 2022 and as of January 1, 2022, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and January 1, 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered negative cash flows and has a significant accumulated deficit. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 0 The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended June 30, 2024, and our current capital structure including equity-based instruments and our obligations and debts. The Company has satisfied its obligations from the issuance of common stock; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these consolidated financial statements are issued. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these unaudited consolidated financial statements are issued. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the unaudited consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Principles of Consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. Critical Accounting Estimates In order to prepare our financial statements in accordance with GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Such estimates are based upon management’s current judgments, which are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations. While there are several accounting policies affecting our financial statements, we have identified the following critical accounting estimates that require us to make the most subjective judgments in order to fairly present our consolidated financial statements. Inventory Summary: Product inventories are recorded at the lower of actual cost or fair market value. The Company accounted for intercompany sales between NSR to MMI at the lower of cost or fair market value. NSR shipped 4,106 full truckloads to MMI during 2022. The fair market value of $1,095 for this material is based upon the total amount of wood purchased by MMI in 2022 divided by the total quantity of wood received. The cost value to recognize this inventory in the intercompany sale was $861 per load and the Company applied a 10% intercompany markup on this transaction bringing the value per load to $967 per load During the year, we perform monthly periodic cycle counts and write off excess or obsolete inventory as needed for each location. During 2022, inventories related to the production of a new segment were not recorded from January through September of 2023 resulting in a reduction of operating profit. Specifically, monthly “yard inventory” was not included in cycle counts. As a result, the inventory has been understated and these understated amounts were charged directly to the Income Statement (without reconciliation). This process was identified and corrected as part of the Company’s restated financial results for the nine month period ended October 1, 2022. As part of the year end process the plant managers were directed to count “yard inventory” and include them in physical counts. This activity has resulted in a change in management’s estimate for physical inventory. Judgments and Uncertainties: Significant judgment is required to estimate the fair market value of our inventory as it requires assumptions and projections to be made based off labor and overheads required for manufacturing of bulk and bagged product. Additionally, timber purchases may vary by “track” of land and the output of these purchases can yield different inputs which in turn impacts quantities of mulch, lumber and soil outputs. We monitor our inventory levels and manufacturing consumption by location to ensure cycle counts align with purchases, burn rates, etc., and record adjustments to inventory levels when inventory counts are out of balance with expected results (beginning inventory + purchases – sales = ending inventory, as compared to, monthly inventory cycle counts). Sensitivity of Estimates to Change: As noted above, the “track” of land and output of these purchases yield different qualities which in turn impacts quantities of mulch, lumber and soil outputs and are sensitive to what is received from log vendor(s). The accounting estimates the Company believes to be most sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from the Company’s expectations in inventory. The Company made a change in management estimate for the accounting for yard inventory in the 3 rd rd Acquisitions Summary: From time to time, we enter into strategic acquisitions in an effort to better service existing customers and to attract new customers. We account for acquired businesses using the acquisition method of accounting under ASC 805, which requires the assets acquired and liabilities assumed be recorded at date of acquisition at their respective fair values. In some instances, Under ASC 805-50-30 the gain or loss on a business combination should be recognized and measured as the difference between the fair value of the assets acquired and the fair value of the liabilities assumed, minus the fair value of any non-controlling interests in the acquired business. This gain or loss is then recognized in the financial statements of the acquiring entity and considered a bargain purchase gain as one time realization for the sale. The Company has acquired assets under distressed conditions resulting in bargain purchase gains. In accordance with ASC 805-50-30, the results of the acquisitions we have completed have valued the acquired assets at “certified appraised value” which have been reflected in our financial statements, thereafter. Judgments and Uncertainties: The Company performs annual impairment analysis to ensure the appraised value is aligned with the certified appraised value utilizing projected revenue and operating profit projections of these facilities. Additional leasehold improvements may be required to optimize the performance of these facilities. Sensitivity of Estimates to Change: On January 31, 2020, the Company completed the Mulch Acquisition. On December 30, 2021 the Company completed the acquisition of DDP. On December 31, 2021 the Company acquired equipment from the Beaver Washington facility and acquired the accompanying land on March 18, 2022. On December 31, 2021 the Company acquired equipment for the Jasper, Florida facility. Each of these acquisitions were accounted for under ASC 805. See “Note 11 – Acquisitions.” Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired. We believe the estimates applied to be based on reasonable assumptions, but which are inherently uncertain. As a result, actual results may differ from the assumptions and judgments used to determine the fair values of the assets acquired, which could result in impairment losses in the future. Changes in business conditions may also require future adjustments to the useful lives of assets acquired. If we determine that the useful lives of assets acquired are shorter than we had originally estimated, the rate of amortization may be accelerated. Goodwill Summary: Goodwill represents the acquired fair value of a business in excess of the fair values of tangible and identified intangible assets acquired and liabilities assumed. We test goodwill on an annual basis as part of our year end processes and additionally if an event occurs or circumstances change that would indicate the carrying amount may be impaired. The goodwill impairment test requires us to estimate and compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, the goodwill is not considered impaired. To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill is deemed impaired, and an impairment charge is recognized based on the excess of a reporting unit’s carrying amount over its fair value. Judgments and Uncertainties: Significant judgment is required to determine whether impairment indicators exist and to estimate the fair value of our reporting units. Estimating the fair value of reporting units using the discounted cash flow model requires us to make assumptions and projections of revenue growth rates, gross margins, SG&A, capital expenditures, working capital, depreciation, terminal values, and weighted average cost of capital, among other factors. The assumptions used to estimate fair value consider historical trends, macroeconomic conditions, and projections consistent with our operating strategy. Changes in these estimates could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. Adverse market or economic events could result in impairment charges in future periods. Sensitivity of Estimates to Change: During the fourth quarter of the 2022 Fiscal Year, we performed our annual quantitative assessment of goodwill. No goodwill impairment charge was recorded as a result of the testing and the estimated fair value of each of our reporting units substantially exceeded its carrying value. Revenue The Company’s revenues are derived from two major types of services to clients: landscape recovery services and the manufacturing and sale of mulch, lumber and soil products. The Company recognizes revenue when its performance obligations are satisfied. With respect to landscape recovery services, its performance obligation is satisfied upon the completion of the landscape services for its customers. With respect to the manufacturing and selling of mulch, lumber and soil products, its performance obligation is satisfied upon delivery to its customers and/or Customer pickup on site. Services are provided for cash or on credit terms. These credit terms, which are established in accordance with local and industry practices, require payment generally within 30 to 45 days day(s) of performance. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, the aging of accounts receivable and its analysis of customer data. Cash The Company considers all highly liquid short-term instruments that are purchased with an original maturity of six months or less to be cash equivalents. The Company had limited cash and cash equivalents as of June 30, 2023 and December 31, 2022. Account Receivable The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. The Company maintained its allowance for doubtful accounts as of June 30, 2023, in the amount of $ 180,000 Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method using full absorption costing for manufactured goods. The Company is vertically integrated, as such, sales from NSR to MMI, are recorded at the lower of cost or net realizable value. Intercompany sales are eliminated in consolidations. Property and Equipment Property and equipment are recorded at cost. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Machinery and equipment is generally depreciated over 7 years While we believe that our reported disclosures comply with generally accepted accounting principles in the United States (“U.S. GAAP”), in alignment with ASC 360-10-50-1, we provide for your reference the requested information: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Asset Class Useful Life Machinery & equipment 7 Office equipment 5 7 Leasehold improvement 10 15 Autos and trucks 5 Buildings 39.5 Land Infinite CIP until placed in service Impairment of Long-Lived Assets and Right of Use Assets The Company reviews long-lived assets, including finite-lived intangible assets and right of use (“ROU”) lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. Long-Term Investments and Related Accounting Policy The Company has 0.39 1,004,838 Intangible Assets The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350. Finite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over the term of the agreement. During the six months ended June 30, 2023 and July 2, 2022, the Company performed valuation and impairment testing and did not record a loss on impairment. Additional information relating to the treatment of Intangible Assets is reflected in Note 6. Goodwill Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. No impairment of goodwill was recorded by the Company for the six months ended June 30, 2023, and July 2, 2022. Lease In 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating and financing leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of June 30, 2023, and December 31, 2022. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases , early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 768,536 113,924 Fair Value Measurements ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The Company’s has immaterial financial assets and liabilities carried at fair value as of June 30, 2023. Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. SCHEDULE OF NET INCOME (LOSS) PER SHARE June 30, 2023 Dec 31, 2022 period ending Jun 30, 2023 Dec 31, 2022 Numerator for basic and diluted earnings (loss) per share: Net income (loss) $ (3,907,244 ) $ 8,901,214 Denominator for basic earnings (loss) per share – Weighted Average Shares Outstanding 79,227,628 88,902,029 Stock Warrants 1,835,000 1,650,000 Convertible notes 5,400,000 2,200,000 Denominator for diluted earnings (loss) per share – Weighted Average and Assumed Conversion 86,462,628 92,752,029 Net income (loss) per share: Basic net income (loss) per share $ (0.05 ) $ 0.10 Diluted net income (loss) per share $ (0.05 ) $ 0.10 Income Taxes In December 2019, the FASB issued ASU 2019-12, simplifying the Accounting for Income Taxes (Topic 740) as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. This guidance is effective for interim and annual reporting periods beginning within 2021. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. For tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit in the consolidated financial statements. For the six months ended June 30, 2023, the Company recorded an income tax credit of $ 1,293,640 2,514,060 on the Company’s balances sheet. The Company’s in year tax provisions are based on a 21% effective rate for federal and state income taxes in 2023 after accounting for permanent differences between book and taxable income. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company has received a 2020 Income Tax Audit Letter relating to unpaid insurance provisions in the amount of $ 745,534 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method using full absorption costing for manufactured goods. The Company’s inventories are comprised of the following for the periods ended June 30, 2023 and December 31, 2022: SCHEDULE OF INVENTORY Jun 30, 2023 Dec 31, 2022 Raw Materials $ 19,789,995 $ 3,432,215 Work in Process 1,776,067 11,713,338 Finished Goods 12,391,256 3,510,626 Inventory Reserve (2,876,970 ) - Total Inventory $ 31,080,347 $ 18,656,179 The Company purchases raw materials from 3 rd 3,888,374 1,073,578 On August 12, 2022, the Company issued 500,000 1,500,000 On May 19, 2023, the Company issued 7,000,000 8,200,000 On May 23, 2023, the Company issued 2,000,000 2,700,000 During the six-month ending June 30, 2023, the Company applied the average cost to products to all transactions which occurred during this period. The Company also performed a cycle count for the quarter. When comparing inventory receipts and external transactions, the Company determined inventories increased by $ 2,876,970 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT June 30, 2023 Dec. 31, 2022 Machinery and equipment $ 20,873,572 $ 20,449,231 Vehicles 4,441,312 4,441,312 Land 2,018,788 407,691 Buildings 14,483,053 14,483,053 Leasehold improvements 8,140,973 8,140,973 Construction in process 26,239,911 25,692,470 Gross Property & Equipment 76,197,608 73,614,729 Less: accumulated depreciation (11,223,308 ) (9,280,966 ) Property and equipment, net $ 64,974,301 $ 64,333,763 Depreciation expense(s) were $ 1,804,455 1,689,768 26.2 Upgrades to the Jasper facility, purchased in December of 2021, are considered “in process” as the Company plans to complete improvements once a funding source has been secured to purchase raw materials and for working capital for this facility. Capital improvements at the Jasper facility included in CIP represent leasehold improvements and equipment of $ 12.0 The Beaver facility, purchased in December of 2022, will continue to be in “in process” until such time as once a funding source has been secured to purchase raw materials, equipment, permitting costs and for working capital for this facility. Life to date improvements to the Beaver facility include leasehold improvements and equipment of $ 13.7 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350. Finite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over the term of the agreement. On August 9, 2022, the Company entered into a restricted sublicense agreement (collectively with the VRM Sublicense Amendment defined below, the “VRM Sublicense”) with VRM Global Holdings Pty Ltd (“VRM Global”), and its wholly owned subsidiary VRM International PTY LTD (“VRM International,” together with VRM Global, collectively referred to herein together as the “Licensor”). The VRM Sublicense was amended on October 12, 2022 (the “VRM Sublicense Amendment”), to expand collaboration between the Company and Licensor and add the Licensor’s wholly owned subsidiary VRM Biologik Inc. (the “VRM Biologik”), among other things. Pursuant to the VRM Sublicense, the Licensor granted the Company a restricted sub-license, pursuant to which the Licensor will allow the Company to use certain rights and entitlements and provide the Company with certain catalyst ingredients which will allow the Company to manufacture Humisoil® and XLR8® Bio (the “VRM Products”). These products are made using wood materials provided by the Company and the Licensor’s technology and catalyst ingredients to be acquired by the Company from the Licensor or produced by the Company pursuant to the VRM Sublicense. In addition, the VRM Sublicense grants the Company the non-exclusive right to distribute the VRM Products throughout the U.S., the exclusive right to market and distribute these products in packaging of less than one cubic yard in addition to the right to exclusively manufacture the Licensor’s catalyst ingredients in Florida, Washington State and the Caribbean (the “Exclusive Territory”). The Company agreed to sell to Licensor the VRM Products manufactured by the Company in amounts determined in the sole discretion of the Company at an agreed-on price. In addition, Licensor has agreed to assign to the Company rights held by the Licensor to repurchase the VRM Products manufactured by others within the Exclusive Territory and an option to acquire such rights outside such territory. In addition, pursuant to the VRM Sublicense Amendment, the Company acquired from Licensor 10 The Term of the VRM Sublicense is for a period of ten years from October 12, 2022 with the option to renew it for a five-year period. The VRM Sublicense may be terminated by written agreement of the parties, or immediately by the Licensor if the Company amends or alters any of the inputs, outputs, products, marks, materials, media, recipes, or any of the processes as described in any of the manuals provided by Licensor to the Company except as permitted by the VRM Sublicense or appointment of a liquidator, administrator, receiver, receiver and manager, mortgagee in possession or other external controller appointed by virtue of the laws of insolvency or appointed by a creditor, by VRM Global or by the holder of security over the assets of VRM Global or an assignment of VRM Global’s rights pursuant to the VRM Sublicense without the approval of VRM Global. VRM Global may terminate the VRM Sublicense if at any time the Company is in breach of any of the terms or conditions of the VRM Sublicense and it fails to remedy such breach within 30 days of notice from Licensor. In consideration of the grant of the VRM Sublicense, the Company initially issued to the Licensor, 500,000 6,000,000 1,000,000 500,000 7,200,000 3,600,000 1,800,000 500,000 On May 15, 2023 the Company, VRM International, VRM Global and VRM Biologik entered into an amendment to the VRM Sublicense Agreement whereby the Company agreed to issue VRM Global 7,000,000 7,200,000 1,000,000 The Company valued the issuance of 6,000,000 14,400,000 2.40 960,000 In addition, the Company has an exclusive perpetual supply contract for timber used as feedstock for the manufacturing of mulch with a third-party vendor that is amortized at the rate of $ 10,650 73,880 Based on the above, estimated annual other intangible assets amortization expense for the succeeding five years is as follows (in thousands): SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE June 30, 2023 Dec 31, 2022 Useful Life Gross Amount Acc Dep Net Amount Gross Amount Acc Dep Net Amount VRM Licensing Agreement 15 $ 14,400,000 $ 479,980 $ 13,920,020 $ 14,400,000 $ - $ 14,400,000 Supply Contract 10 73,880 5,280 68,600 84,532 10,652 73,880 $ 14,473,880 $ 485,260 $ 13,988,620 $ 853,809 $ 76,617 $ 14,473,880 As of June 30, 2023 the remaining maturities were as follows SCHEDULE OF REMAINING MATURITIES VRM Supply Contract 2023 $ 479,980 $ 5,372 2024 959,960 10,652 2025 959,960 10,652 2026 959,960 10,652 2027 959,960 10,652 2028 and thereafter $ 9,600,200 $ 25,900 Amortization expenses were $ 242,630 2,640 485,260 5,280 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2023 Dec. 31, 2022 Category Accounts Payable $ 8,165,741 $ 4,491,100 Accrued Interest - 34,392 Accrued Expenses 466,047 239,528 Total $ 8,631,789 $ 4,765,019 The Company’s increase in accounts payable is related to limited cash available resulting from the conclusion of litigation with the former owner in December 2022. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE 8 – LEASES Sale/Leaseback The Company reviews long-lived assets, including finite-lived intangible assets and right of use (“ROU”) lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. The Company entered into a lease agreement (the “Lease”) with a third-party financing company (the “Lessor”) on August 8, 2022, whereby the Lessor provided the Company with $ 7,500,000 The monthly rental payments due by the Company under the Lease are initially $ 262,125 7,500,000 3.56 SCHEDULE OF LEASE COST Jun 30, 2023 Dec 31, 2022 ROU Liability 10,394,449 10,490,776 Finance Lease 4,324,398 5,730,850 Operational Lease 6,070,052 4,759,926 On July 1, 2019, NSR LLC and Vista Landfill, LLC, a Waste Management Inc. company (“Waste Management”) entered into a Contractor Agreement which was amended on December 3, 2021 (collectively, the “Contractor Agreement”). The Contractor Agreement permits the Company to use two of Waste Management’s sites, one in Apopka, Florida and the other in Winter Garden, Florida, where we collect, store, grind, screen, color, and bag our own top-quality mulches for distribution. The Contractor Agreement requires us to store and grind at our cost and expense an agreed amount of vegetative waste belonging to Waste Management at a certain fixed price Waste Management pays us. We are obligated to provide Waste Management with certain regulatory reports regarding the amounts of materials received and processed at these sites and to comply with all Federal, state and local regulations regarding vegetative waste processing and maintain liability insurance in amounts provided for in the Contractor Agreement. In addition, we pay rent for the use of the use of the sites, a fee for each ton of ground vegetative waste leaving the sites and for our use of the electricity we consume in our operations at these sites. The Contractor Agreement expires on June 30, 2025. Waste Management invoices the Company for rent and utility charges under the Contractor Agreement which are treated as expenses by the Company and NSR LLC invoices Waste Management for processing materials which the NSR LLC performs under the Contractor Agreement and treats such amounts as revenues. As of June 30, 2023, remaining maturities of lease liabilities were as follows: SCHEDULE OF REMAINING MATURITIES OF LEASE LIABILITIES Finance Lease Operating Lease 2023 $ 2,780,590 $ 342,534 2024 $ 3,289,461 668,260 2025 $ - 642,620 2026 $ - 651,560 2027 $ - 661,214 2028 and thereafter $ 1,358,209 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Notes Payable are summarized as follows: SUMMARY OF NOTES PAYABLE Jun 30, 2023 Dec 31, 2022 Summary of Outstanding Debt Category Real Estate $ 12,551,111 $ 12,704,300 Equipment $ 11,315,315 $ 11,311,148 Jasper Acquisition $ 1,760,776 $ 5,276,354 Other Obligations $ 7,662,656 $ 1,641,779 Related Parties $ 1,500,000 $ 1,500,000 Total Debt Obligation $ 34,789,858 $ 32,433,582 Below is a detailed schedule of the Company’s debt obligations: SCHEDULE OF DEBT OBLIGATIONS Breakdown by Outstanding Note Jun 30, 2023 Dec 31, 2022 Seller note payable bearing interest at 6.0 82,390 9,476,902 December 2028 $ 11,496,811 $ 11,650,000 Various third-party obligations secured by assets the Company acquired subject to this indebtedness to various third-party creditors, bearing interest at a 5 28,887 $ 789,344 $ 1,433,431 SBA Loan bearing interest 8 31,726 (note retired - June 2023) $ - $ 2,896,912 Unsecured note payable to seller on bulk equipment purchase, bearing 4.0 300,000 March 2022 200,000 $ 971,431 $ 952,208 Note payable to a bank, secured by equipment, bearing interest at 2.95 28,698 December 2025 $ 882,091 $ 989,033 Note payable to an equipment financing company bearing interest at 3.95 1,699 July 2025 $ 43,548 $ 48,460 Note payable to an equipment financing company bearing interest at 3.95 7,050 July 2025 $ 205,864 $ 201,042 Note payable to an equipment financing company bearing interest at 3.95 679 July 2025 $ 18,017 $ 19,365 Note payable to an equipment financing company bearing interest at 3.95 8,316 July 2025 $ 224,036 $ 237,151 Note payable to an equipment financing company bearing interest at 3.95 7,034 July 2025 $ 261,489 $ 275,008 Note payable to an equipment financing company bearing interest at 3.95 7,392 January 2026 $ 235,855 $ 256,538 Note payable to an equipment financing company bearing interest at 3.95 5,230 November 2025 $ 157,554 $ 167,729 Note payable to an equipment financing company bearing interest at 3.95 5,201 October 2025 $ 152,048 $ 162,214 Note payable to an equipment financing company bearing interest at 3.95 5,201 September 2025 $ 142,699 $ 152,968 Note payable to an equipment financing company bearing interest at 3.95 679 July 2025 (note amended) $ 18,017 $ 132,952 Note payable to an equipment financing company bearing interest at 3.95 4,662 July 2025 (note amended) $ 125,599 $ 0 Note payable to an equipment financing company bearing interest at 3.95 5,201 July 2025 $ 147,381 $ 157,599 Note payable to the individual seller of the landscaping and recovery services business to NSR LLC bearing interest at 5 5,000 100,000 November 2023 $ 113,225 $ 140,003 Non-interest bearing note payable to an equipment financing company with monthly principal payments of $ 5,842 November 2023 $ 35,970 $ 64,256 Note payable to an equipment financing company bearing interest at 9 3,933 3,993 December 2023 $ 34,660 $ 49,349 Note payable to an equipment financing company bearing interest at 5.94 1,174 March 2028 $ 48,178 $ 63,390 Note payable to an equipment financing company bearing interest at 8 2,410 2,452 December 2023 $ 21,380 $ 30,495 Note payable to an equipment financing company bearing interest at 9 1,861 1,890 December 2023 $ 16,407 $ 23,359 Note payable to an equipment financing company bearing interest at 8 1,808 1,840 December 2023 $ 16,032 $ 22,863 Note payable to an equipment financing company bearing interest at 11 1,692 10,152 August 2023 $ 11,640 $ 20,843 Note payable to an equipment financing company bearing interest at 12 1,749 10,496 July 2023 $ 10,382 $ 19,886 Note payable to an equipment financing company bearing interest at 8 977 Aug-24 $ 11,083 $ 18,236 Note payable to an equipment financing company bearing interest at 8 932 Sep-24 $ 101,450 $ 18,236 Note payable to an equipment financing company bearing interest at 8 766 Aug-24 $ 8,649 $ 14,514 Note payable to an equipment financing company bearing interest at 8 751 765 January 2024 $ 7,367 $ 10,175 Note payable to an equipment financing company bearing interest at 10.64 1,060 Feb-27 $ 30,208 $ 42,656 Note payable to an individual bearing interest at 12 5,000 February 2023 $ 500,000 $ 500,000 Note payable to an individual bearing interest at 12 10,000 Dec 2023 $ 1,000,000 $ 1,000,000 Note payable to an equipment financing company bearing interest at 11.45 18,121 Mar-27 $ 672,214 $ 729,954 Note payable to an equipment financing company bearing interest at 11.45 11,312 Mar-27 $ 419,625 $ 455,668 Note payable to an equipment financing company bearing interest at 12.45 7,762 Apr-27 $ 282,776 $ 311,037 Note payable to an equipment financing company bearing interest at 12.13 2,610 Apr-27 $ 95,645 $ 105,273 Note payable to an equipment financing company bearing interest at 12.00 812 Jun-28 $ 36,517 $ 39,129 Note payable to an equipment financing company bearing interest at 10.59 7,067 Jun-28 $ 328,116 $ 352,562 Note payable to an equipment financing company bearing interest at 10.20 4,359 Apr-27 $ 165,250 $ 182,586 Note payable to an equipment financing company bearing interest at 11.86 2,588 May-25 $ 55,064 $ 65,101 Note payable to an equipment financing company bearing interest at 3.61 7,907 Apr-27 $ 339,230 $ 380,264 Note payable to an equipment financing company bearing interest at 3.61 6,937 Apr-27 $ 297,606 $ 333,606 Note payable to an equipment financing company bearing interest at 3.49 7,118 Apr-27 $ 306,045 $ 343,157 Note payable to an equipment financing company bearing interest at 7.70 2,416 May-27 $ 99,536 $ 108,319 Note payable to an equipment financing company bearing interest at 6.99 14,056 Jun-27 $ 618,608 $ 649,896 Note payable to an equipment financing company bearing interest at 6.99 2,307 Jun-27 $ 101,523 $ 106,658 Note payable to an equipment financing company bearing interest at 6.99 1,468 Jun-27 $ 64,583 $ 67,848 Note payable to an equipment financing company bearing interest at 6.99 2,780 Jun-27 $ 122,328 $ 128,513 Note payable to a financing company bearing interest at 78 8,719 6/1/2023 (note retired) $ - $ 143,257 Note payable to a financing company bearing interest at 100 5,346 3/1/2023 (note retired) $ - $ 43,777 Note payable to a financing company bearing interest at 117 3,000 3/1/2023 (note retired) $ - $ 28,927 Note payable to an equipment financing company bearing interest at 6.99 5,064 Sep-27 $ 237,125 $ 240,827 Note payable to an equipment financing company bearing interest at 8.3 6,474 Oct-27 $ 295,408 $ 304,244 Note payable to an equipment financing company bearing interest at 8.3 6,474 Oct-27 $ 295,408 $ 304,244 Note payable to an equipment financing company bearing interest at 10.6 3,618 Dec-27 $ 163,655 $ 165,809 Note payable to an equipment financing company bearing interest at 10.6 3,836 12/1/2027 $ 162,126 $ 175,831 Note payable to an equipment financing company bearing interest at 3.4 12,767 Nov-24 $ 211,519 $ 271,826 Note payable for real estate bearing interest at 8.0 7,029 1,054,300 Aug-25 $ 1,054,300 $ 1,054,300 Note payable to an equipment financing company bearing interest at 7.5 11,850 Sep-28 $ 607,523 $ 654,943 Note payable to an equipment financing company bearing interest at 7.5 2,689 Sep-28 $ 137,842 $ 148,601 Note payable to an equipment financing company bearing interest at 7.5 830 Sep-28 $ 42,540 $ 45,861 Note payable to an equipment financing company bearing interest at 8.0 12,135 Nov-28 $ 630,658 $ 677,231 Note payable to an equipment financing company bearing interest at 8.0 10,967 Nov-28 $ 569,999 $ 612,092 Note payable to an equipment financing company bearing interest at 10.0 2,032 Sep-24 $ 49,261 $ 40,690 Note payable to an equipment financing company bearing interest at 10.0 2,482 Sep-24 $ 28,485 $ 49,711 Note payable to an equipment financing company bearing interest at 7.5 1,220 Sep-27 $ 44,019 $ 59,220 Note payable to a 1.49 850,000 9,333 6/1/2023 (note retired) $ - $ 185,815 Convertible Note bearing interest only payments of 10 9,167 $ 1,100,000 $ 1,100,000 Note payable to a 1.49 850,000 14,530 5/29/2023 (note retired) $ - $ 0 Note payable to a 1.41 850,000 18,498 Apr-24 $ 645,582.85 $ 0 Note payable to a 1.49 500,000 26,250 Aug-23 $ 92,593.69 $ 0 Note payable to a 1.40 300,000 26,250 6/13/2023 (note retired) $ - $ 0 Note payable to a 1.40 350,000 30,625 6/13/2023 (note retired) $ - $ 0 Note payable to an equipment financing company bearing interest at 10.59 3,835 Feb-28 $ 173,547 $ 0 Note payable to an equipment financing company bearing interest at 9.89 7,549 Jan-28 $ 346,964 $ 0 Note payable to an equipment financing company bearing interest at 9.89 7,549 Jan-28 $ 346,964 $ 0 Note payable to an equipment financing company bearing interest at 7.04 92,632 Apr-24 $ 926,324 $ 0 Note payable to a 1.49 150,000 2,502 Jul-23 $ 1,669 $ 0 Note payable to a 1.49 150,000 2,502 Jul-23 $ 1,669 $ 0 Note payable to a 1.49 330,000 9,893 6/1/2023 (originated and repaid in same qtr) $ - $ 0 Note payable to a 1.47 1,000,000 14,790 Nov-23 $ 931,592 $ 0 Note payable to a 1.49 1,000,000 17,845 Oct-23 $ 1,000,000 $ 0 Note payable to a 1.49 500,000 10,707 Oct-23 $ 500,000 $ 0 Note payable to a 1.49 500,000 9,369 Oct-23 $ 500,000 $ 0 Note payable to a 1.49 250,000 5,071 Oct-23 $ 250,000 $ 0 Convertible Note bearing interest only payments of 12 192,000 $ 1,600,000 $ 0 Total notes payable to unrelated parties $ 34,789,858 $ 32,433,582 Short-term portion of notes payable $ 10,097,581 $ 8,212,178 Long-term portion of notes payable $ 24,692,277 $ 24,221,403 The schedule of future maturities on the above notes are as follows: SCHEDULE OF FUTURE MATURITIES Year June 2023 Dec 2022 2023 $ 10,972,238 $ 5,074,985 2024 3,973,817 3,533,458 2025 4,461,942 3,319,147 2026 2,769,548 2,717,453 2027 2,170,065 4,918,006 2028 & after 10,442,248 12,870,553 Note Payable - Related Parties For the six months ended June 30, 2023 and July 2, 2022, the Company borrowed $ 1,500,000 500,000 12% one year Note Payable – Debt Restructure The Company restructure several equipment loans during the three-month ending June 30, 2023. The restructuring did not affect the term of the loan but allowed the Company to forgo monthly payments for a period of 30 to 90 days without recourse. Convertible Notes On November 8, 2022, we issued to a private investor a convertible note in the amount of $ 1,100,000 10 0.50 On May 5, 2023, we issued to a private investor a convertible note in the amount of $ 1,200,000 12 0.50 1,600,000 12 0.50 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 10 - STOCKHOLDERS’ EQUITY Preferred Stock On December 31, 2019, the Company’s Board of Directors adopted articles of incorporation in the state of Delaware authorizing, without further vote or action by the stockholders, to create out of the unissued shares of the Company’s common stock, $ 0.0001 5,000,000 100 90 Common Stock As of June 30, 2023, and December 31, 2022, the Company had 245,000,000 0.0001 84,360,892 74,631,742 Equity Transactions During the Period The following issuances of common stock affected the Company’s Stockholders’ Equity: Three months ending March 31, 2023 On January 1, 2023, we issued 250,000 1.00 250,000 On January 1, 2023, we issued 1,603 10,003 On January 1, 2023, we issued 1,603 10,003 On January 1, 2023, we issued 1,603 10,003 On January 4, 2023, we issued 250,000 1.00 250,000 On January 30, 2023, we issued 13,181 1.32 On March 2, 2023, we issued 4,538 9,167 On March 8, 2023, we issued 75,000 1.00 75,000 On March 8, 2023, we issued 100,000 1.00 100,000 On March 21, 2023, we issued 33 0 On March 21, 2023, we issued 33 0 On March 21, 2023, we issued 33 0 On March 31, 2023, we issued 50,000 5 Three months ending June 30, 2023 On May 16, 2023, we issued 127,457 63,728.50 On May 19, 2023, we issued 7,000,000 8,820,000 On May 23, 2023, we issued 2,000,000 2,700,000 On May 30, 2023, we issued 27,000 0 On May 30, 2023, we issued 27,000 0 On June 23, 2023, we issued 50,000 1.00 50,000 Convertible Notes On November 8, 2022, we issued to a private investor a convertible note in the amount of $ 1,100,000 10 0.50 On May 5, 2023, we issued to a private investor a convertible note in the amount of $ 1,200,000 12 0.50 1,600,000 12 0.50 Warrants On October 5, 2022, we issued to a service provider a warrant to purchase up to 2,000,000 1.00 1,650,000 On December 13, 2022, we issued to a private investor a warrant to purchase up to 25,000 25,000 On December 13, 2022, we issued to a private investor a warrant to purchase up to 50,000 50,000 On December 22, 2022, we issued to a private investor a warrant to purchase up to 50,000 50,000 On December 22, 2022, we issued to a private investor a warrant to purchase up to 35,000 35,000 On December 22, 2022, we issued to a private investor a warrant to purchase up to 25,000 25,000 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 11 – ACQUISITIONS Mulch Manufacturing, Inc. Acquisition On January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) with Mulch Maufaturing, Inc (“MM”) and its sole shareholder, Ralph Spencer (“Spencer”) (collectively the “MM Parties”), pursuant to which the Company acquired all of the shares of MM. Upon closing, MM became a wholly owned subsidiary of SGTM. Pursuant to the Mulch Acquisition, at the effective time of the acquisition: ● All of MM’s outstanding common stock was exchanged for an aggregate of 40,000,000 ● One million shares previously issued to the MM shareholder in connection with the sale of equipment by MM to NSR LLC in November 2019 were cancelled. ● There were specific excluded assets that were retained by Spencer and treated as transferred to Spencer prior to the acquisition consisting of cash, real estate, and certain vehicles and equipment. Spencer agreed to allow the Company to use some of the real estate rent-free until January 31, 2022, at which time the Company has the option of either leasing or purchasing it at the fair market value (see Note 12). The Company has estimated the value of the rent abatement and included it as an ROU asset, as noted below, in the amount of $ 817,503 ● All of the existing MM notes, notes, accounts receivable, and inventory at the date of the Mulch Acquisition are included in the acquisition and the Company has immediate possession of them by its ownership of MM. However, the 40 14 The Company accounted for these transactions in accordance with the acquisition method of accounting for business combinations. An independent appraisal, made in February 2020, determined the fair market value of MM’s property and equipment to be $ 17,228,295 0.15 Day Dreamer Productions LLC Acquisition The Company entered into an agreement to acquire 100% 200,000 Jasper Sawmill Acquisition Jasper, Florida 7.5 2.2 9.8 Beaver Sawmill Acquisition Beaver, Washington 400,000 shares of common stock $ 8.05 per share or $ 3,220,000 . The Company recorded the value of the building assets at $ 9.24 3,220,000 to $ 3,696,000 . The Company purchased the land assets on March 16, 2022, through cash proceeds totaling $ 1,025,475 . The acquisition of the facility is characterized as a distressed sale resulting from global economic situations caused by COVID-19. The Company had the facility appraised and was provided a “as is” property valuation of $ 20,039,580 , versus purchase price of $ 4,721,475 . The Company recorded a bargain purchase gain of $ 15,318,105 across 2 fiscal years, ending January 2,2022 and December 31, 2022, due to the timing of the transactions. The Beaver facility is approximately 100,000 acres. The facility will be capable of producing 100+ million board feet of lumber per year once retrofitted for production. The planned operations at the Beaver Washington facility is earmarked to begin at the close of 2023 allowing the Company launch our operations on the West Coast which will increase our lumber, mulch, and soil/fertilizer distribution to the west coast of the United States. The mill is located in a federally approved Economic Opportunity Zone and it is eligible for certain tax credits. Our ownership and operation of the mill is supported by the nearby municipal and state governments. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Inventory Purchases VRM Biologik On August 9, 2022, the Company entered into a restricted sublicense agreement (collectively with the VRM Sublicense Amendment defined below, the “VRM Sublicense”) with a soil technology company, VRM Global Holdings Pty Ltd (“VRM Global”), and its wholly owned subsidiary VRM International PTY LTD (“VRM International,” together with VRM Global, collectively referred to herein together as the “Licensor”). The VRM Sublicense was amended on October 12, 2022 (the “VRM Sublicense Amendment”), to expand collaboration between the Company and Licensor and add the Licensor’s wholly owned subsidiary VRM Biologik Inc. (the “VRM Biologik”), among other things. Pursuant to the VRM Sublicense, the Licensor granted the Company a restricted sub-license, pursuant to which the Licensor will allow the Company to use certain rights and entitlements and provide the Company with certain catalyst ingredients which will allow the Company to manufacture Humisoil® and XLR8® Bio (the “VRM Products”). These products are made using wood materials provided by the Company and the Licensor’s technology and catalyst ingredients to be acquired by the Company from the Licensor or produced by the Company pursuant to the VRM Sublicense. In addition, the VRM Sublicense grants the Company the non-exclusive right to distribute the VRM Products throughout the U.S., the exclusive right to market and distribute these products in packaging of less than one cubic yard in addition to the right to exclusively manufacture the Licensor’s catalyst ingredients in Florida, Washington State and the Caribbean (the “Exclusive Territory”). The Company agreed to sell to Licensor the VRM Products manufactured by the Company in amounts determined in the sole discretion of the Company at an agreed-on price. In addition, Licensor has agreed to assign to the Company rights held by the Licensor to repurchase the VRM Products manufactured by others within the Exclusive Territory and an option to acquire such rights outside such territory. In addition, pursuant to the VRM Sublicense Amendment, the Company acquired from Licensor 10 The Term of the VRM Sublicense is for a period of ten years from October 12, 2022 with the option to renew it for a five-year period. The VRM Sublicense may be terminated by written agreement of the parties, or immediately by the Licensor if the Company amends or alters any of the inputs, outputs, products, marks, materials, media, recipes, or any of the processes as described in any of the manuals provided by Licensor to the Company except as permitted by the VRM Sublicense or appointment of a liquidator, administrator, receiver, receiver and manager, mortgagee in possession or other external controller appointed by virtue of the laws of insolvency or appointed by a creditor, by VRM Global or by the holder of security over the assets of VRM Global or an assignment of VRM Global’s rights pursuant to the VRM Sublicense without the approval of VRM Global. VRM Global may terminate the VRM Sublicense if at any time the Company is in breach of any of the terms or conditions of the VRM Sublicense and it fails to remedy such breach within 30 days of notice from Licensor. In consideration of the grant of the VRM Sublicense, the Company initially issued to the Licensor, 500,000 6,000,000 1,000,000 500,000 7,200,000 3,600,000 1,800,000 500,000 On May 15, 2023 the Company, VRM International, VRM Global and VRM Biologik entered into an amendment to the VRM Sublicense Agreement whereby the Company agreed to issue VRM Global 7,000,000 7,200,000 1,000,000 New Earth Technologies PTE, LTD On May 17, 2023 (the “New Earth Effective Date”), the Company entered into a product purchase agreement (the “Product Purchase Agreement”) with New Earth Technologies PTE, LTD (“New Earth”), whereby the Company purchased 1,565,520 4 2,000,000 5,000,000 83,333 Legal Claims Ralph Spencer Litigation First Complaint and Settlement. On March 25, 2021, the Company filed a civil complaint (the “First Complaint”) in Florida’s Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer (“Spencer”), the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency Temporary Injunction by the Court enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the parties entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”), wherein, among other provisions, all outstanding debt was extinguished. The Company recognized a $ 17,484,728 The Company also agreed to pay Spencer $ 25,650,000 (a) Issuing Spencer a promissory note in the amount of $ 10,650,000 6% (b) Paying Spencer a total of $ 15,000,000 40,000,000 3,300,000 8,797,800 487,500 th 1,300,091.67 On October 11, 2021, the First Complaint was voluntarily dismissed with prejudice as provided for in the Settlement Agreement. Second Complaint On April 19, 2022, the Company together with its wholly owned subsidiary Mulch Manufacturing, Inc., (referred to together as the “Plaintiffs”) filed a civil complaint in Florida’s Ninth Judicial Circuit Court in Orange County, Florida Case No. 2022-CA-003280-O (the “Second Complaint”) against Spencer alleging that (i) Spencer breached the Settlement Agreement by disclosing confidential settlement terms to third parties and violating the non-disparagement provisions by repeatedly disparaging and defaming Anthony Raynor, Tami Raynor, and other officers, agents, and employees of the Plaintiffs, (ii) that Spencer engaged in certain tortious interference with the Company’s advantageous business relationships, and (iii) that Spencer engaged in a systematic campaign to defame, disparage and spread false statements about the Company and its employees, agents and representatives, including family members of Company employees. On December 13, 2022 (the “Effective Date”), the Plaintiffs, Tami Raynor and Anthony Raynor (collectively, “Raynor”), and Ralph Spencer (“Spencer”), by and through his attorney-in-fact Christie Spencer and his court-appointed attorney, Christine J. Lomas, and Christie Spencer, as Ralph Spencer’s attorney-in-fact (together with Spencer, the “Spencer Parties”) ( hereafter “the “Parties” or a “Party”), entered into a Settlement Agreement, (hereafter the “December 2022 Settlement Agreement”), in relation to the Second Complain (the “Business Court Litigation”). As a complete settlement of the dispute that is the subject of the Business Court Litigation, the Parties agreed to the following material terms as provided for in the December 2022 Settlement Agreement: Terms Regarding Promissory Note, Mortgage, and Deed to Secure Debt. Within five days of the Effective Date, Spencer and RJ Enterprises of Florida, LLC (“RJ Enterprises”) agreed to convey certain real estate located in Nassau County, Florida (the “RJ Parcels”) to the Company’s wholly owned subsidiary Mulch Manufacturing, Inc. (“Mulch Manufacturing”) free and clear from any and all interests, mortgages, liens, encumbrances, and clouds on the title, including a $ 200,000 2.93 14.9 200,000 In addition, Spencer agreed to release the real property located at 108 Copeland Street, Jacksonville, Florida 32204 (the “Copeland Parcel”) from the mortgage securing a debt in the original principal amount of $ 10,650,000 11,500,000 850,000 Terms Regarding Common Stock of the Company. According to the terms of the December 2022 Settlement Agreement, the Company agreed with Spencer to redeem 22,101,556 1,000,000 The December 2022 Settlement Agreement also provides that the Company shall pay Spencer an aggregate of $ 1,500,000 500,000 22,101,556 Finally, the December 2022 Settlement Agreement provides that the Parties will execute and file a joint stipulation in Business Court Litigation that provides in the event Ralph Spencer and Christie Spencer fail to comply with certain non-harassment obligations provided for in the December 2022 Settlement Agreement, then the unpaid balance of the Additional Amounts will be paid into the registry of the court or an agreed-upon third party as they become due to be held in escrow and released upon agreement or as directed by an order of the court. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 13 – CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations 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 For the six months ended June 30, 2023, one customer accounted for 17% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Litigation The Company is party to certain legal proceedings from time to time incidental to the conduct of its business (including the matters described below). The Company recognizes liabilities for any contingency that is probable of occurrence and reasonably estimable. The Company continually assesses the likelihood of adverse judgments or outcomes in such matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Such matters included an action against one of the Company’s subsidiaries for settlement of outstanding legal fees relating to an unsuccessful transactions. Based on available information to date, the Company estimates that a resolution of these matters would result in a probable loss of at least $ 391,137 Given the uncertainty inherent in litigation and investigations, the Company does not believe it is possible to develop estimates of reasonably possible losses (or a range of possible losses) in excess of current accruals for such matters. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on our consolidated financial position, results of operations and cash flows in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect that the outcome of any matter pending against the Company is likely to have a materially adverse effect on the Company’s consolidated financial position, results of operations, cash flows or liquidity. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. Critical Accounting Estimates In order to prepare our financial statements in accordance with GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Such estimates are based upon management’s current judgments, which are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations. While there are several accounting policies affecting our financial statements, we have identified the following critical accounting estimates that require us to make the most subjective judgments in order to fairly present our consolidated financial statements. Inventory Summary: Product inventories are recorded at the lower of actual cost or fair market value. The Company accounted for intercompany sales between NSR to MMI at the lower of cost or fair market value. NSR shipped 4,106 full truckloads to MMI during 2022. The fair market value of $1,095 for this material is based upon the total amount of wood purchased by MMI in 2022 divided by the total quantity of wood received. The cost value to recognize this inventory in the intercompany sale was $861 per load and the Company applied a 10% intercompany markup on this transaction bringing the value per load to $967 per load During the year, we perform monthly periodic cycle counts and write off excess or obsolete inventory as needed for each location. During 2022, inventories related to the production of a new segment were not recorded from January through September of 2023 resulting in a reduction of operating profit. Specifically, monthly “yard inventory” was not included in cycle counts. As a result, the inventory has been understated and these understated amounts were charged directly to the Income Statement (without reconciliation). This process was identified and corrected as part of the Company’s restated financial results for the nine month period ended October 1, 2022. As part of the year end process the plant managers were directed to count “yard inventory” and include them in physical counts. This activity has resulted in a change in management’s estimate for physical inventory. Judgments and Uncertainties: Significant judgment is required to estimate the fair market value of our inventory as it requires assumptions and projections to be made based off labor and overheads required for manufacturing of bulk and bagged product. Additionally, timber purchases may vary by “track” of land and the output of these purchases can yield different inputs which in turn impacts quantities of mulch, lumber and soil outputs. We monitor our inventory levels and manufacturing consumption by location to ensure cycle counts align with purchases, burn rates, etc., and record adjustments to inventory levels when inventory counts are out of balance with expected results (beginning inventory + purchases – sales = ending inventory, as compared to, monthly inventory cycle counts). Sensitivity of Estimates to Change: As noted above, the “track” of land and output of these purchases yield different qualities which in turn impacts quantities of mulch, lumber and soil outputs and are sensitive to what is received from log vendor(s). The accounting estimates the Company believes to be most sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from the Company’s expectations in inventory. The Company made a change in management estimate for the accounting for yard inventory in the 3 rd rd Acquisitions Summary: From time to time, we enter into strategic acquisitions in an effort to better service existing customers and to attract new customers. We account for acquired businesses using the acquisition method of accounting under ASC 805, which requires the assets acquired and liabilities assumed be recorded at date of acquisition at their respective fair values. In some instances, Under ASC 805-50-30 the gain or loss on a business combination should be recognized and measured as the difference between the fair value of the assets acquired and the fair value of the liabilities assumed, minus the fair value of any non-controlling interests in the acquired business. This gain or loss is then recognized in the financial statements of the acquiring entity and considered a bargain purchase gain as one time realization for the sale. The Company has acquired assets under distressed conditions resulting in bargain purchase gains. In accordance with ASC 805-50-30, the results of the acquisitions we have completed have valued the acquired assets at “certified appraised value” which have been reflected in our financial statements, thereafter. Judgments and Uncertainties: The Company performs annual impairment analysis to ensure the appraised value is aligned with the certified appraised value utilizing projected revenue and operating profit projections of these facilities. Additional leasehold improvements may be required to optimize the performance of these facilities. Sensitivity of Estimates to Change: On January 31, 2020, the Company completed the Mulch Acquisition. On December 30, 2021 the Company completed the acquisition of DDP. On December 31, 2021 the Company acquired equipment from the Beaver Washington facility and acquired the accompanying land on March 18, 2022. On December 31, 2021 the Company acquired equipment for the Jasper, Florida facility. Each of these acquisitions were accounted for under ASC 805. See “Note 11 – Acquisitions.” Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired. We believe the estimates applied to be based on reasonable assumptions, but which are inherently uncertain. As a result, actual results may differ from the assumptions and judgments used to determine the fair values of the assets acquired, which could result in impairment losses in the future. Changes in business conditions may also require future adjustments to the useful lives of assets acquired. If we determine that the useful lives of assets acquired are shorter than we had originally estimated, the rate of amortization may be accelerated. Goodwill Summary: Goodwill represents the acquired fair value of a business in excess of the fair values of tangible and identified intangible assets acquired and liabilities assumed. We test goodwill on an annual basis as part of our year end processes and additionally if an event occurs or circumstances change that would indicate the carrying amount may be impaired. The goodwill impairment test requires us to estimate and compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, the goodwill is not considered impaired. To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill is deemed impaired, and an impairment charge is recognized based on the excess of a reporting unit’s carrying amount over its fair value. Judgments and Uncertainties: Significant judgment is required to determine whether impairment indicators exist and to estimate the fair value of our reporting units. Estimating the fair value of reporting units using the discounted cash flow model requires us to make assumptions and projections of revenue growth rates, gross margins, SG&A, capital expenditures, working capital, depreciation, terminal values, and weighted average cost of capital, among other factors. The assumptions used to estimate fair value consider historical trends, macroeconomic conditions, and projections consistent with our operating strategy. Changes in these estimates could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. Adverse market or economic events could result in impairment charges in future periods. Sensitivity of Estimates to Change: During the fourth quarter of the 2022 Fiscal Year, we performed our annual quantitative assessment of goodwill. No goodwill impairment charge was recorded as a result of the testing and the estimated fair value of each of our reporting units substantially exceeded its carrying value. |
Revenue | Revenue The Company’s revenues are derived from two major types of services to clients: landscape recovery services and the manufacturing and sale of mulch, lumber and soil products. The Company recognizes revenue when its performance obligations are satisfied. With respect to landscape recovery services, its performance obligation is satisfied upon the completion of the landscape services for its customers. With respect to the manufacturing and selling of mulch, lumber and soil products, its performance obligation is satisfied upon delivery to its customers and/or Customer pickup on site. Services are provided for cash or on credit terms. These credit terms, which are established in accordance with local and industry practices, require payment generally within 30 to 45 days day(s) of performance. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, the aging of accounts receivable and its analysis of customer data. |
Cash | Cash The Company considers all highly liquid short-term instruments that are purchased with an original maturity of six months or less to be cash equivalents. The Company had limited cash and cash equivalents as of June 30, 2023 and December 31, 2022. |
Account Receivable | Account Receivable The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. The Company maintained its allowance for doubtful accounts as of June 30, 2023, in the amount of $ 180,000 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method using full absorption costing for manufactured goods. The Company is vertically integrated, as such, sales from NSR to MMI, are recorded at the lower of cost or net realizable value. Intercompany sales are eliminated in consolidations. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Machinery and equipment is generally depreciated over 7 years While we believe that our reported disclosures comply with generally accepted accounting principles in the United States (“U.S. GAAP”), in alignment with ASC 360-10-50-1, we provide for your reference the requested information: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Asset Class Useful Life Machinery & equipment 7 Office equipment 5 7 Leasehold improvement 10 15 Autos and trucks 5 Buildings 39.5 Land Infinite CIP until placed in service |
Impairment of Long-Lived Assets and Right of Use Assets | Impairment of Long-Lived Assets and Right of Use Assets The Company reviews long-lived assets, including finite-lived intangible assets and right of use (“ROU”) lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. |
Long-Term Investments and Related Accounting Policy | Long-Term Investments and Related Accounting Policy The Company has 0.39 1,004,838 |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350. Finite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over the term of the agreement. During the six months ended June 30, 2023 and July 2, 2022, the Company performed valuation and impairment testing and did not record a loss on impairment. Additional information relating to the treatment of Intangible Assets is reflected in Note 6. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. No impairment of goodwill was recorded by the Company for the six months ended June 30, 2023, and July 2, 2022. |
Lease | Lease In 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating and financing leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of June 30, 2023, and December 31, 2022. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases , early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 768,536 113,924 |
Fair Value Measurements | Fair Value Measurements ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The Company’s has immaterial financial assets and liabilities carried at fair value as of June 30, 2023. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. SCHEDULE OF NET INCOME (LOSS) PER SHARE June 30, 2023 Dec 31, 2022 period ending Jun 30, 2023 Dec 31, 2022 Numerator for basic and diluted earnings (loss) per share: Net income (loss) $ (3,907,244 ) $ 8,901,214 Denominator for basic earnings (loss) per share – Weighted Average Shares Outstanding 79,227,628 88,902,029 Stock Warrants 1,835,000 1,650,000 Convertible notes 5,400,000 2,200,000 Denominator for diluted earnings (loss) per share – Weighted Average and Assumed Conversion 86,462,628 92,752,029 Net income (loss) per share: Basic net income (loss) per share $ (0.05 ) $ 0.10 Diluted net income (loss) per share $ (0.05 ) $ 0.10 |
Income Taxes | Income Taxes In December 2019, the FASB issued ASU 2019-12, simplifying the Accounting for Income Taxes (Topic 740) as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. This guidance is effective for interim and annual reporting periods beginning within 2021. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. For tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit in the consolidated financial statements. For the six months ended June 30, 2023, the Company recorded an income tax credit of $ 1,293,640 2,514,060 on the Company’s balances sheet. The Company’s in year tax provisions are based on a 21% effective rate for federal and state income taxes in 2023 after accounting for permanent differences between book and taxable income. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company has received a 2020 Income Tax Audit Letter relating to unpaid insurance provisions in the amount of $ 745,534 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Asset Class Useful Life Machinery & equipment 7 Office equipment 5 7 Leasehold improvement 10 15 Autos and trucks 5 Buildings 39.5 Land Infinite CIP until placed in service |
SCHEDULE OF NET INCOME (LOSS) PER SHARE | SCHEDULE OF NET INCOME (LOSS) PER SHARE June 30, 2023 Dec 31, 2022 period ending Jun 30, 2023 Dec 31, 2022 Numerator for basic and diluted earnings (loss) per share: Net income (loss) $ (3,907,244 ) $ 8,901,214 Denominator for basic earnings (loss) per share – Weighted Average Shares Outstanding 79,227,628 88,902,029 Stock Warrants 1,835,000 1,650,000 Convertible notes 5,400,000 2,200,000 Denominator for diluted earnings (loss) per share – Weighted Average and Assumed Conversion 86,462,628 92,752,029 Net income (loss) per share: Basic net income (loss) per share $ (0.05 ) $ 0.10 Diluted net income (loss) per share $ (0.05 ) $ 0.10 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY Jun 30, 2023 Dec 31, 2022 Raw Materials $ 19,789,995 $ 3,432,215 Work in Process 1,776,067 11,713,338 Finished Goods 12,391,256 3,510,626 Inventory Reserve (2,876,970 ) - Total Inventory $ 31,080,347 $ 18,656,179 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT June 30, 2023 Dec. 31, 2022 Machinery and equipment $ 20,873,572 $ 20,449,231 Vehicles 4,441,312 4,441,312 Land 2,018,788 407,691 Buildings 14,483,053 14,483,053 Leasehold improvements 8,140,973 8,140,973 Construction in process 26,239,911 25,692,470 Gross Property & Equipment 76,197,608 73,614,729 Less: accumulated depreciation (11,223,308 ) (9,280,966 ) Property and equipment, net $ 64,974,301 $ 64,333,763 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE | Based on the above, estimated annual other intangible assets amortization expense for the succeeding five years is as follows (in thousands): SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE June 30, 2023 Dec 31, 2022 Useful Life Gross Amount Acc Dep Net Amount Gross Amount Acc Dep Net Amount VRM Licensing Agreement 15 $ 14,400,000 $ 479,980 $ 13,920,020 $ 14,400,000 $ - $ 14,400,000 Supply Contract 10 73,880 5,280 68,600 84,532 10,652 73,880 $ 14,473,880 $ 485,260 $ 13,988,620 $ 853,809 $ 76,617 $ 14,473,880 |
SCHEDULE OF REMAINING MATURITIES | As of June 30, 2023 the remaining maturities were as follows SCHEDULE OF REMAINING MATURITIES VRM Supply Contract 2023 $ 479,980 $ 5,372 2024 959,960 10,652 2025 959,960 10,652 2026 959,960 10,652 2027 959,960 10,652 2028 and thereafter $ 9,600,200 $ 25,900 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2023 Dec. 31, 2022 Category Accounts Payable $ 8,165,741 $ 4,491,100 Accrued Interest - 34,392 Accrued Expenses 466,047 239,528 Total $ 8,631,789 $ 4,765,019 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
SCHEDULE OF LEASE COST | SCHEDULE OF LEASE COST Jun 30, 2023 Dec 31, 2022 ROU Liability 10,394,449 10,490,776 Finance Lease 4,324,398 5,730,850 Operational Lease 6,070,052 4,759,926 |
SCHEDULE OF REMAINING MATURITIES OF LEASE LIABILITIES | As of June 30, 2023, remaining maturities of lease liabilities were as follows: SCHEDULE OF REMAINING MATURITIES OF LEASE LIABILITIES Finance Lease Operating Lease 2023 $ 2,780,590 $ 342,534 2024 $ 3,289,461 668,260 2025 $ - 642,620 2026 $ - 651,560 2027 $ - 661,214 2028 and thereafter $ 1,358,209 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SUMMARY OF NOTES PAYABLE | Notes Payable are summarized as follows: SUMMARY OF NOTES PAYABLE Jun 30, 2023 Dec 31, 2022 Summary of Outstanding Debt Category Real Estate $ 12,551,111 $ 12,704,300 Equipment $ 11,315,315 $ 11,311,148 Jasper Acquisition $ 1,760,776 $ 5,276,354 Other Obligations $ 7,662,656 $ 1,641,779 Related Parties $ 1,500,000 $ 1,500,000 Total Debt Obligation $ 34,789,858 $ 32,433,582 |
SCHEDULE OF DEBT OBLIGATIONS | Below is a detailed schedule of the Company’s debt obligations: SCHEDULE OF DEBT OBLIGATIONS Breakdown by Outstanding Note Jun 30, 2023 Dec 31, 2022 Seller note payable bearing interest at 6.0 82,390 9,476,902 December 2028 $ 11,496,811 $ 11,650,000 Various third-party obligations secured by assets the Company acquired subject to this indebtedness to various third-party creditors, bearing interest at a 5 28,887 $ 789,344 $ 1,433,431 SBA Loan bearing interest 8 31,726 (note retired - June 2023) $ - $ 2,896,912 Unsecured note payable to seller on bulk equipment purchase, bearing 4.0 300,000 March 2022 200,000 $ 971,431 $ 952,208 Note payable to a bank, secured by equipment, bearing interest at 2.95 28,698 December 2025 $ 882,091 $ 989,033 Note payable to an equipment financing company bearing interest at 3.95 1,699 July 2025 $ 43,548 $ 48,460 Note payable to an equipment financing company bearing interest at 3.95 7,050 July 2025 $ 205,864 $ 201,042 Note payable to an equipment financing company bearing interest at 3.95 679 July 2025 $ 18,017 $ 19,365 Note payable to an equipment financing company bearing interest at 3.95 8,316 July 2025 $ 224,036 $ 237,151 Note payable to an equipment financing company bearing interest at 3.95 7,034 July 2025 $ 261,489 $ 275,008 Note payable to an equipment financing company bearing interest at 3.95 7,392 January 2026 $ 235,855 $ 256,538 Note payable to an equipment financing company bearing interest at 3.95 5,230 November 2025 $ 157,554 $ 167,729 Note payable to an equipment financing company bearing interest at 3.95 5,201 October 2025 $ 152,048 $ 162,214 Note payable to an equipment financing company bearing interest at 3.95 5,201 September 2025 $ 142,699 $ 152,968 Note payable to an equipment financing company bearing interest at 3.95 679 July 2025 (note amended) $ 18,017 $ 132,952 Note payable to an equipment financing company bearing interest at 3.95 4,662 July 2025 (note amended) $ 125,599 $ 0 Note payable to an equipment financing company bearing interest at 3.95 5,201 July 2025 $ 147,381 $ 157,599 Note payable to the individual seller of the landscaping and recovery services business to NSR LLC bearing interest at 5 5,000 100,000 November 2023 $ 113,225 $ 140,003 Non-interest bearing note payable to an equipment financing company with monthly principal payments of $ 5,842 November 2023 $ 35,970 $ 64,256 Note payable to an equipment financing company bearing interest at 9 3,933 3,993 December 2023 $ 34,660 $ 49,349 Note payable to an equipment financing company bearing interest at 5.94 1,174 March 2028 $ 48,178 $ 63,390 Note payable to an equipment financing company bearing interest at 8 2,410 2,452 December 2023 $ 21,380 $ 30,495 Note payable to an equipment financing company bearing interest at 9 1,861 1,890 December 2023 $ 16,407 $ 23,359 Note payable to an equipment financing company bearing interest at 8 1,808 1,840 December 2023 $ 16,032 $ 22,863 Note payable to an equipment financing company bearing interest at 11 1,692 10,152 August 2023 $ 11,640 $ 20,843 Note payable to an equipment financing company bearing interest at 12 1,749 10,496 July 2023 $ 10,382 $ 19,886 Note payable to an equipment financing company bearing interest at 8 977 Aug-24 $ 11,083 $ 18,236 Note payable to an equipment financing company bearing interest at 8 932 Sep-24 $ 101,450 $ 18,236 Note payable to an equipment financing company bearing interest at 8 766 Aug-24 $ 8,649 $ 14,514 Note payable to an equipment financing company bearing interest at 8 751 765 January 2024 $ 7,367 $ 10,175 Note payable to an equipment financing company bearing interest at 10.64 1,060 Feb-27 $ 30,208 $ 42,656 Note payable to an individual bearing interest at 12 5,000 February 2023 $ 500,000 $ 500,000 Note payable to an individual bearing interest at 12 10,000 Dec 2023 $ 1,000,000 $ 1,000,000 Note payable to an equipment financing company bearing interest at 11.45 18,121 Mar-27 $ 672,214 $ 729,954 Note payable to an equipment financing company bearing interest at 11.45 11,312 Mar-27 $ 419,625 $ 455,668 Note payable to an equipment financing company bearing interest at 12.45 7,762 Apr-27 $ 282,776 $ 311,037 Note payable to an equipment financing company bearing interest at 12.13 2,610 Apr-27 $ 95,645 $ 105,273 Note payable to an equipment financing company bearing interest at 12.00 812 Jun-28 $ 36,517 $ 39,129 Note payable to an equipment financing company bearing interest at 10.59 7,067 Jun-28 $ 328,116 $ 352,562 Note payable to an equipment financing company bearing interest at 10.20 4,359 Apr-27 $ 165,250 $ 182,586 Note payable to an equipment financing company bearing interest at 11.86 2,588 May-25 $ 55,064 $ 65,101 Note payable to an equipment financing company bearing interest at 3.61 7,907 Apr-27 $ 339,230 $ 380,264 Note payable to an equipment financing company bearing interest at 3.61 6,937 Apr-27 $ 297,606 $ 333,606 Note payable to an equipment financing company bearing interest at 3.49 7,118 Apr-27 $ 306,045 $ 343,157 Note payable to an equipment financing company bearing interest at 7.70 2,416 May-27 $ 99,536 $ 108,319 Note payable to an equipment financing company bearing interest at 6.99 14,056 Jun-27 $ 618,608 $ 649,896 Note payable to an equipment financing company bearing interest at 6.99 2,307 Jun-27 $ 101,523 $ 106,658 Note payable to an equipment financing company bearing interest at 6.99 1,468 Jun-27 $ 64,583 $ 67,848 Note payable to an equipment financing company bearing interest at 6.99 2,780 Jun-27 $ 122,328 $ 128,513 Note payable to a financing company bearing interest at 78 8,719 6/1/2023 (note retired) $ - $ 143,257 Note payable to a financing company bearing interest at 100 5,346 3/1/2023 (note retired) $ - $ 43,777 Note payable to a financing company bearing interest at 117 3,000 3/1/2023 (note retired) $ - $ 28,927 Note payable to an equipment financing company bearing interest at 6.99 5,064 Sep-27 $ 237,125 $ 240,827 Note payable to an equipment financing company bearing interest at 8.3 6,474 Oct-27 $ 295,408 $ 304,244 Note payable to an equipment financing company bearing interest at 8.3 6,474 Oct-27 $ 295,408 $ 304,244 Note payable to an equipment financing company bearing interest at 10.6 3,618 Dec-27 $ 163,655 $ 165,809 Note payable to an equipment financing company bearing interest at 10.6 3,836 12/1/2027 $ 162,126 $ 175,831 Note payable to an equipment financing company bearing interest at 3.4 12,767 Nov-24 $ 211,519 $ 271,826 Note payable for real estate bearing interest at 8.0 7,029 1,054,300 Aug-25 $ 1,054,300 $ 1,054,300 Note payable to an equipment financing company bearing interest at 7.5 11,850 Sep-28 $ 607,523 $ 654,943 Note payable to an equipment financing company bearing interest at 7.5 2,689 Sep-28 $ 137,842 $ 148,601 Note payable to an equipment financing company bearing interest at 7.5 830 Sep-28 $ 42,540 $ 45,861 Note payable to an equipment financing company bearing interest at 8.0 12,135 Nov-28 $ 630,658 $ 677,231 Note payable to an equipment financing company bearing interest at 8.0 10,967 Nov-28 $ 569,999 $ 612,092 Note payable to an equipment financing company bearing interest at 10.0 2,032 Sep-24 $ 49,261 $ 40,690 Note payable to an equipment financing company bearing interest at 10.0 2,482 Sep-24 $ 28,485 $ 49,711 Note payable to an equipment financing company bearing interest at 7.5 1,220 Sep-27 $ 44,019 $ 59,220 Note payable to a 1.49 850,000 9,333 6/1/2023 (note retired) $ - $ 185,815 Convertible Note bearing interest only payments of 10 9,167 $ 1,100,000 $ 1,100,000 Note payable to a 1.49 850,000 14,530 5/29/2023 (note retired) $ - $ 0 Note payable to a 1.41 850,000 18,498 Apr-24 $ 645,582.85 $ 0 Note payable to a 1.49 500,000 26,250 Aug-23 $ 92,593.69 $ 0 Note payable to a 1.40 300,000 26,250 6/13/2023 (note retired) $ - $ 0 Note payable to a 1.40 350,000 30,625 6/13/2023 (note retired) $ - $ 0 Note payable to an equipment financing company bearing interest at 10.59 3,835 Feb-28 $ 173,547 $ 0 Note payable to an equipment financing company bearing interest at 9.89 7,549 Jan-28 $ 346,964 $ 0 Note payable to an equipment financing company bearing interest at 9.89 7,549 Jan-28 $ 346,964 $ 0 Note payable to an equipment financing company bearing interest at 7.04 92,632 Apr-24 $ 926,324 $ 0 Note payable to a 1.49 150,000 2,502 Jul-23 $ 1,669 $ 0 Note payable to a 1.49 150,000 2,502 Jul-23 $ 1,669 $ 0 Note payable to a 1.49 330,000 9,893 6/1/2023 (originated and repaid in same qtr) $ - $ 0 Note payable to a 1.47 1,000,000 14,790 Nov-23 $ 931,592 $ 0 Note payable to a 1.49 1,000,000 17,845 Oct-23 $ 1,000,000 $ 0 Note payable to a 1.49 500,000 10,707 Oct-23 $ 500,000 $ 0 Note payable to a 1.49 500,000 9,369 Oct-23 $ 500,000 $ 0 Note payable to a 1.49 250,000 5,071 Oct-23 $ 250,000 $ 0 Convertible Note bearing interest only payments of 12 192,000 $ 1,600,000 $ 0 Total notes payable to unrelated parties $ 34,789,858 $ 32,433,582 Short-term portion of notes payable $ 10,097,581 $ 8,212,178 Long-term portion of notes payable $ 24,692,277 $ 24,221,403 |
SCHEDULE OF FUTURE MATURITIES | The schedule of future maturities on the above notes are as follows: SCHEDULE OF FUTURE MATURITIES Year June 2023 Dec 2022 2023 $ 10,972,238 $ 5,074,985 2024 3,973,817 3,533,458 2025 4,461,942 3,319,147 2026 2,769,548 2,717,453 2027 2,170,065 4,918,006 2028 & after 10,442,248 12,870,553 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Jun. 30, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash on hand | $ 0 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES (Details) | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 7 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 7 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 10 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 15 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 5 years |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful lives | 39 years 6 months |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
Construction in Progress [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jun. 30, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||||
Net income (loss) | $ (3,387,481) | $ (519,763) | $ (316,484) | $ 76,161 | $ (3,907,244) | $ (240,321) | $ 8,901,214 |
Weighted Average Shares Outstanding | 77,117,369 | 85,723,155 | 79,227,628 | 87,410,242 | 88,902,029 | ||
Stock Warrants | 1,835,000 | 1,650,000 | |||||
Convertible notes | 5,400,000 | 2,200,000 | |||||
Weighted Average and Assumed Conversion | 84,352,369 | 91,363,159 | 86,462,628 | 93,050,246 | 92,752,029 | ||
Basic net income (loss) per share | $ (0.04) | $ 0 | $ (0.05) | $ 0 | $ 0.10 | ||
Diluted net income (loss) per share | $ (0.04) | $ 0 | $ (0.05) | $ 0 | $ 0.10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jul. 02, 2022 | Jun. 30, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Allowance for doubtful accounts | $ 180,000 | $ 180,000 | |||
Propeerty and equipment, useful life | 7 years | 7 years | |||
Investments | $ 1,004,838 | $ 1,004,838 | $ 968,513 | ||
Advertising and marketing expenses | 768,536 | $ 113,924 | |||
Income tax credit | 675,801 | 1,293,640 | $ (21,968) | ||
Deferred Tax Assets, Gross | 2,514,060 | 2,514,060 | |||
2022 Income Tax Audit Letter [Member] | |||||
Unpaid insurance provisions | $ 745,534 | $ 745,534 | |||
Insurance Group [Member] | |||||
Ownership percentage | 0.39% | 0.39% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 19,789,995 | $ 3,432,215 |
Work in Process | 1,776,067 | 11,713,338 |
Finished Goods | 12,391,256 | 3,510,626 |
Inventory Reserve | (2,876,970) | |
Total Inventory | $ 31,080,347 | $ 18,656,179 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | May 23, 2023 | May 19, 2023 | Aug. 12, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | |||||
Inventory | $ 1,073,578 | $ 3,888,374 | |||
Stock issued for purchase of raw material, shares | 2,000,000 | 7,000,000 | 500,000 | ||
Fair value of stock issued in noncash transaction | $ 2,700,000 | $ 8,200,000 | $ 1,500,000 | ||
Inventory reserves | $ 2,876,970 |
SCHEDULE OF PROPERTY PLANT AN_2
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | $ 76,197,608 | $ 73,614,729 |
Less: accumulated depreciation | (11,223,308) | (9,280,966) |
Property and equipment, net | 64,974,301 | 64,333,763 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | 20,873,572 | 20,449,231 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | 4,441,312 | 4,441,312 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | 2,018,788 | 407,691 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | 14,483,053 | 14,483,053 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | 8,140,973 | 8,140,973 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property & Equipment | $ 26,239,911 | $ 25,692,470 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 1,804,455 | $ 1,689,768 | ||
Construction in Progress [Member] | Homerville [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment, construction in progress | $ 26,200,000 | |||
Leasehold Improvements [Member] | Homerville [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment, construction in progress | $ 12,000,000 | |||
Leasehold Improvements and Equipment [Member] | Homerville [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment, leasehold improvements | $ 13,700,000 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gross Amount | $ 14,473,880 | $ 853,809 |
Accumulated Depreciation | 485,260 | 76,617 |
Net Amount | $ 13,988,620 | 14,473,880 |
VRM Sublicense Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Useful life | 15 years | |
Gross Amount | $ 14,400,000 | 14,400,000 |
Accumulated Depreciation | 479,980 | |
Net Amount | $ 13,920,020 | 14,400,000 |
Supply Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Useful life | 10 years | |
Gross Amount | $ 73,880 | 84,532 |
Accumulated Depreciation | 5,280 | 10,652 |
Net Amount | $ 68,600 | $ 73,880 |
SCHEDULE OF REMAINING MATURITIE
SCHEDULE OF REMAINING MATURITIES (Details) | Jun. 30, 2023 USD ($) |
VRM Sublicense Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2023 | $ 479,980 |
2024 | 959,960 |
2025 | 959,960 |
2026 | 959,960 |
2027 | 959,960 |
2028 and thereafter | 9,600,200 |
Supply Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2023 | 5,372 |
2024 | 10,652 |
2025 | 10,652 |
2026 | 10,652 |
2027 | 10,652 |
2028 and thereafter | $ 25,900 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2023 | May 31, 2023 | May 23, 2023 | May 19, 2023 | May 15, 2023 | Dec. 31, 2022 | Oct. 12, 2022 | Aug. 12, 2022 | Aug. 09, 2022 | Jun. 30, 2023 | Jul. 02, 2022 | Jun. 30, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Shares issued for purchase of assets | 2,000,000 | 7,000,000 | 500,000 | |||||||||||
Amortization expenses | $ 242,630 | $ 2,640 | $ 485,260 | $ 5,280 | ||||||||||
VRM Sublicense Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Percentage of share acquired | 10% | |||||||||||||
Sublicense Agreement [Member] | Licensor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Shares issued for purchase of assets | 7,000,000 | 6,000,000 | 500,000 | |||||||||||
Payments to acquire intangible assets | $ 1,000,000 | $ 3,600,000 | $ 1,000,000 | $ 7,200,000 | ||||||||||
Payments to acquire intangible assets | $ 14,400,000 | |||||||||||||
Share price | $ 2.40 | |||||||||||||
Amortization expenses | $ 960,000 | |||||||||||||
Sublicense Agreement [Member] | Licensor [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Payments to acquire intangible assets | $ 1,800,000 | 500,000 | ||||||||||||
Sublicense Agreement [Member] | Licensor [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Subsequent Event [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Payments to acquire intangible assets | $ 1,800,000 | |||||||||||||
Supply Agreement [Member] | Vendor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Amortization expenses | $ 10,650 | $ 73,880 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 8,165,741 | $ 4,491,100 |
Accrued Interest | 34,392 | |
Accrued Expenses | 466,047 | 239,528 |
Total | $ 8,631,789 | $ 4,765,019 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases | ||
ROU Liability | $ 10,394,449 | $ 10,490,776 |
Finance Lease | 4,324,398 | 5,730,850 |
Operational Lease | $ 6,070,052 | $ 4,759,926 |
SCHEDULE OF REMAINING MATURIT_2
SCHEDULE OF REMAINING MATURITIES OF LEASE LIABILITIES (Details) | Jun. 30, 2023 USD ($) |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2023 | $ 2,780,590 |
2024 | 3,289,461 |
2025 | |
2026 | |
2027 | |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2023 | 342,534 |
2024 | 668,260 |
2025 | 642,620 |
2026 | 651,560 |
2027 | 661,214 |
2028 and thereafter | $ 1,358,209 |
LEASES (Details Narrative)
LEASES (Details Narrative) - Lease Agreements [Member] | Aug. 08, 2022 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Lessor amount | $ 7,500,000 |
Lease term | The monthly rental payments due by the Company under the Lease are initially $262,125 plus applicable sales/use and property tax subject to increase by an amount equal to.00006776 for every five basis point increase in thirty-six (36) month U.S. Treasury Notes as of the date of the lease multiplied by $7,500,000. The thirty-six (36) month U.S. Treasury Note yield is used as the basis for the calculation of the increase is 3.56%. |
Monthly rental payments | $ 262,125 |
Increase in lease payments | $ 7,500,000 |
Increase in lease percentage | 3.56% |
SUMMARY OF NOTES PAYABLE (Detai
SUMMARY OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Total Debt Obligation | $ 34,789,858 | $ 32,433,582 |
Related Party [Member] | ||
Total Debt Obligation | 1,500,000 | 1,500,000 |
Other Debt Obligations [Member] | ||
Total Debt Obligation | 7,662,656 | 1,641,779 |
Jasper Acquisition [Member] | ||
Total Debt Obligation | 1,760,776 | 5,276,354 |
Equipment [Member] | ||
Total Debt Obligation | 11,315,315 | 11,311,148 |
Real Estate [Member] | ||
Total Debt Obligation | $ 12,551,111 | $ 12,704,300 |
SCHEDULE OF DEBT OBLIGATIONS (D
SCHEDULE OF DEBT OBLIGATIONS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | $ 34,789,858 | $ 32,433,582 |
Short-term portion of notes payable | 10,097,581 | 8,212,178 |
Long-term portion of notes payable | 24,692,277 | 24,221,403 |
Seller Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 11,496,811 | 11,650,000 |
Third-party [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 789,344 | 1,433,431 |
SBA Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 2,896,912 | |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 971,431 | 952,208 |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 882,091 | 989,033 |
Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 43,548 | 48,460 |
Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 205,864 | 201,042 |
Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 18,017 | 19,365 |
Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 224,036 | 237,151 |
Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 261,489 | 275,008 |
Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 235,855 | 256,538 |
Notes Payable Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 157,554 | 167,729 |
Notes Payable Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 152,048 | 162,214 |
Notes Payable Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 142,699 | 152,968 |
Notes Payable Ten [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 18,017 | 132,952 |
Notes Payable Eleven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 125,599 | 0 |
Notes Payable Twelve [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 147,381 | 157,599 |
Notes Payable Thirtheen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 113,225 | 140,003 |
Notes Payable Fourteen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 35,970 | 64,256 |
Notes Payable Fifteen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 34,660 | 49,349 |
Notes Payable Sixteen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 48,178 | 63,390 |
Notes Payable Seventeen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 21,380 | 30,495 |
Notes Payable Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 16,407 | 23,359 |
Notes Payable Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 16,032 | 22,863 |
Notes Payable Twenty [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 11,640 | 20,843 |
Notes Payable Twenty One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 10,382 | 19,886 |
Notes Payable Twenty Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 11,083 | 18,236 |
Notes Payable Twenty Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 101,450 | 18,236 |
Notes Payable Twenty Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 8,649 | 14,514 |
Notes Payable Twenty Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 7,367 | 10,175 |
Notes Payable Twenty Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 30,208 | 42,656 |
Notes Payable Twenty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 500,000 | 500,000 |
Notes Payable Twenty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 1,000,000 | 1,000,000 |
Notes Payable Twenty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 672,214 | 729,954 |
Notes Payable Thirty [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 419,625 | 455,668 |
Notes Payable Thirty One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 282,776 | 311,037 |
Notes Payable Thirty Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 95,645 | 105,273 |
Notes Payable Thirty Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 36,517 | 39,129 |
Notes Payable Thirty Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 328,116 | 352,562 |
Notes Payable Thirty Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 165,250 | 182,586 |
Notes Payable Thirty Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 55,064 | 65,101 |
Notes Payable Thirty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 339,230 | 380,264 |
Notes Payable Thirty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 297,606 | 333,606 |
Notes Payable Thirty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 306,045 | 343,157 |
Notes Payable Forty [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 99,536 | 108,319 |
Notes Payable Forty One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 618,608 | 649,896 |
Notes Payable Forty Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 101,523 | 106,658 |
Notes Payable Forty Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 64,583 | 67,848 |
Notes Payable Forty Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 122,328 | 128,513 |
Notes Payable Forty Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 143,257 | |
Notes Payable Forty Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 43,777 | |
Notes Payable Forty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 28,927 | |
Notes Payable Forty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 237,125 | 240,827 |
Notes Payable Forty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 295,408 | 304,244 |
Notes Payable Fifty [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 295,408 | 304,244 |
Notes Payable Fifty One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 163,655 | 165,809 |
Notes Payable Fifty Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 162,126 | 175,831 |
Notes Payable Fifty Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 211,519 | 271,826 |
Notes Payable Fifty Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 1,054,300 | 1,054,300 |
Notes Payable Fifty Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 607,523 | 654,943 |
Notes Payable Fifty Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 137,842 | 148,601 |
Notes Payable Fifty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 42,540 | 45,861 |
Notes Payable Fifty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 630,658 | 677,231 |
Notes Payable Fifty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 569,999 | 612,092 |
Notes Payable Sixty [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 49,261 | 40,690 |
Notes Payable Sixty One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 28,485 | 49,711 |
Notes Payable Sixty Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 44,019 | 59,220 |
Notes Payable Sixty Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 185,815 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 1,100,000 | 1,100,000 |
Notes Payable Sixty Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 0 | |
Notes Payable Sixty Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 645,582.85 | 0 |
Notes Payable Sixty Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 92,593.69 | 0 |
Notes Payable Sixty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 0 | |
Notes Payable Sixty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 0 | |
Notes Payable Sixty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 173,547 | 0 |
Notes Payable Seventy [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 346,964 | 0 |
Notes Payable Seventy One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 346,964 | 0 |
Notes Payable Seventy Two [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 926,324 | 0 |
Notes Payable Seventy Three [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 1,669 | 0 |
Notes Payable Seventy Four [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 1,669 | 0 |
Notes Payable Seventy Five [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 0 | |
Notes Payable Seventy Six [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 931,592 | 0 |
Notes Payable Seventy Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 1,000,000 | 0 |
Notes Payable Seventy Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 500,000 | 0 |
Notes Payable Seventy Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 500,000 | 0 |
Notes Payable Seventy Eighty [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | 250,000 | 0 |
Convertible Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable to unrelated parties | $ 1,600,000 | $ 0 |
SCHEDULE OF DEBT OBLIGATIONS _2
SCHEDULE OF DEBT OBLIGATIONS (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Note payable, due amount | $ 11,500,000 | |
Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12% | |
Seller Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 6% | 6% |
Principal and interest payments | $ 82,390 | $ 82,390 |
Balloon payment | $ 9,476,902 | $ 9,476,902 |
Note payable, due date | December 2028 | December 2028 |
Third-party [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 5% | 5% |
Principal and interest payments | $ 28,887 | $ 28,887 |
SBA Loan [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 31,726 | $ 31,726 |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 4% | 4% |
Principal and interest payments | $ 3,000 | $ 3,000 |
Note payable, due date | March 2022 | March 2022 |
Note payable, due amount | $ 2,000 | $ 2,000 |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 2.95% | 2.95% |
Principal and interest payments | $ 28,698 | $ 28,698 |
Note payable, due date | December 2025 | December 2025 |
Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 1,699 | $ 1,699 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 7,050 | $ 7,050 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 679 | $ 679 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 8,316 | $ 8,316 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 7,034 | $ 7,034 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 7,392 | $ 7,392 |
Note payable, due date | January 2026 | January 2026 |
Notes Payable Seven [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 5,230 | $ 5,230 |
Note payable, due date | November 2025 | November 2025 |
Notes Payable Eight [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 5,201 | $ 5,201 |
Note payable, due date | October 2025 | October 2025 |
Notes Payable Nine [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 5,201 | $ 5,201 |
Note payable, due date | September 2025 | September 2025 |
Notes Payable Ten [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 679 | $ 679 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Eleven [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 4,662 | $ 4,662 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Twelve [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.95% | 3.95% |
Principal and interest payments | $ 5,201 | $ 5,201 |
Note payable, due date | July 2025 | July 2025 |
Notes Payable Thirtheen [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 5% | 5% |
Principal and interest payments | $ 5,000 | $ 5,000 |
Balloon payment | $ 100,000 | $ 100,000 |
Note payable, due date | November 2023 | November 2023 |
Notes Payable Fourteen [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 5,842 | $ 5,842 |
Note payable, due date | November 2023 | November 2023 |
Notes Payable Fifteen [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 9% | 9% |
Note payable, due date | December 2023 | December 2023 |
Principal payments | $ 3,933 | $ 3,933 |
Interest payments | $ 3,993 | $ 3,993 |
Notes Payable Sixteen [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 5.94% | 5.94% |
Principal and interest payments | $ 1,174 | $ 1,174 |
Note payable, due date | March 2028 | March 2028 |
Notes Payable Seventeen [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Note payable, due date | December 2023 | December 2023 |
Principal payments | $ 2,410 | $ 2,410 |
Interest payments | $ 2,452 | $ 2,452 |
Notes Payable Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 9% | 9% |
Note payable, due date | December 2023 | December 2023 |
Principal payments | $ 1,861 | $ 1,861 |
Interest payments | $ 1,890 | $ 1,890 |
Notes Payable Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Note payable, due date | December 2023 | December 2023 |
Principal payments | $ 1,808 | $ 1,808 |
Interest payments | $ 1,840 | $ 1,840 |
Notes Payable Twenty [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 11% | 11% |
Principal and interest payments | $ 1,692 | $ 1,692 |
Balloon payment | $ 10,152 | $ 10,152 |
Note payable, due date | August 2023 | August 2023 |
Notes Payable Twenty One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12% | 12% |
Principal and interest payments | $ 1,749 | $ 1,749 |
Balloon payment | $ 10,496 | $ 10,496 |
Note payable, due date | July 2023 | July 2023 |
Notes Payable Twenty Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 977 | $ 977 |
Note payable, due date | Aug-24 | Aug-24 |
Notes Payable Twenty Three [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 932 | $ 932 |
Note payable, due date | Sep-24 | Sep-24 |
Notes Payable Twenty Four [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 766 | $ 766 |
Note payable, due date | Aug-24 | Aug-24 |
Notes Payable Twenty Five [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Note payable, due date | January 2024 | January 2024 |
Principal payments | $ 751 | $ 751 |
Interest payments | $ 765 | $ 765 |
Notes Payable Twenty Six [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10.64% | 10.64% |
Principal and interest payments | $ 1,060 | $ 1,060 |
Note payable, due date | Feb-27 | Feb-27 |
Notes Payable Twenty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12% | 12% |
Note payable, due date | February 2023 | February 2023 |
Interest payments | $ 5,000 | $ 5,000 |
Notes Payable Twenty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12% | 12% |
Note payable, due date | Dec 2023 | Dec 2023 |
Interest payments | $ 10,000 | $ 10,000 |
Notes Payable Twenty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 11.45% | 11.45% |
Principal and interest payments | $ 18,121 | $ 18,121 |
Note payable, due date | Mar-27 | Mar-27 |
Notes Payable Thirty [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 11.45% | 11.45% |
Principal and interest payments | $ 11,312 | $ 11,312 |
Note payable, due date | Mar-27 | Mar-27 |
Notes Payable Thirty One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12.45% | 12.45% |
Principal and interest payments | $ 7,762 | $ 7,762 |
Note payable, due date | Apr-27 | Apr-27 |
Notes Payable Thirty Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12.13% | 12.13% |
Principal and interest payments | $ 2,610 | $ 2,610 |
Note payable, due date | Apr-27 | Apr-27 |
Notes Payable Thirty Three [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12% | 12% |
Principal and interest payments | $ 812 | $ 812 |
Note payable, due date | Jun-28 | Jun-28 |
Notes Payable Thirty Four [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10.59% | 10.59% |
Principal and interest payments | $ 7,067 | $ 7,067 |
Note payable, due date | Jun-28 | Jun-28 |
Notes Payable Thirty Five [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10.20% | 10.20% |
Principal and interest payments | $ 4,359 | $ 4,359 |
Note payable, due date | Apr-27 | Apr-27 |
Notes Payable Thirty Six [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 11.86% | 11.86% |
Principal and interest payments | $ 2,588 | $ 2,588 |
Note payable, due date | May-25 | May-25 |
Notes Payable Thirty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.61% | 3.61% |
Principal and interest payments | $ 7,907 | $ 7,907 |
Note payable, due date | Apr-27 | Apr-27 |
Notes Payable Thirty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.61% | 3.61% |
Principal and interest payments | $ 6,937 | $ 6,937 |
Note payable, due date | Apr-27 | Apr-27 |
Notes Payable Thirty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.49% | 3.49% |
Principal and interest payments | $ 7,118 | $ 7,118 |
Note payable, due date | Apr-27 | Apr-27 |
Notes Payable Forty [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 7.70% | 7.70% |
Principal and interest payments | $ 2,416 | $ 2,416 |
Note payable, due date | May-27 | May-27 |
Notes Payable Forty One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 6.99% | 6.99% |
Principal and interest payments | $ 14,056 | $ 14,056 |
Note payable, due date | Jun-27 | Jun-27 |
Notes Payable Forty Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 6.99% | 6.99% |
Principal and interest payments | $ 2,307 | $ 2,307 |
Note payable, due date | Jun-27 | Jun-27 |
Notes Payable Forty Three [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 6.99% | 6.99% |
Principal and interest payments | $ 1,468 | $ 1,468 |
Note payable, due date | Jun-27 | Jun-27 |
Notes Payable Forty Four [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 6.99% | 6.99% |
Principal and interest payments | $ 2,780 | $ 2,780 |
Note payable, due date | Jun-27 | Jun-27 |
Notes Payable Forty Five [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 78% | 78% |
Principal and interest payments | $ 8,719 | $ 8,719 |
Note payable, due date | 6/1/2023 | 6/1/2023 |
Notes Payable Forty Six [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 100% | 100% |
Principal and interest payments | $ 5,346 | $ 5,346 |
Note payable, due date | 3/1/2023 | 3/1/2023 |
Notes Payable Forty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 117% | 117% |
Principal and interest payments | $ 3,000 | $ 3,000 |
Note payable, due date | 3/1/2023 | 3/1/2023 |
Notes Payable Forty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 6.99% | 6.99% |
Principal and interest payments | $ 5,064 | $ 5,064 |
Note payable, due date | Sep-27 | Sep-27 |
Notes Payable Forty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8.30% | 8.30% |
Principal and interest payments | $ 6,474 | $ 6,474 |
Note payable, due date | Oct-27 | Oct-27 |
Notes Payable Fifty [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8.30% | 8.30% |
Principal and interest payments | $ 6,474 | $ 6,474 |
Note payable, due date | Oct-27 | Oct-27 |
Notes Payable Fifty One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10.60% | 10.60% |
Principal and interest payments | $ 3,618 | $ 3,618 |
Note payable, due date | Dec-27 | Dec-27 |
Notes Payable Fifty Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10.60% | 10.60% |
Principal and interest payments | $ 3,836 | $ 3,836 |
Note payable, due date | 12/1/2027 | 12/1/2027 |
Notes Payable Fifty Three [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 3.40% | 3.40% |
Principal and interest payments | $ 12,767 | $ 12,767 |
Note payable, due date | Nov-24 | Nov-24 |
Notes Payable Fifty Four [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 7,029 | $ 7,029 |
Balloon payment | $ 1,054,300 | $ 1,054,300 |
Note payable, due date | Aug-25 | Aug-25 |
Notes Payable Fifty Five [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 7.50% | 7.50% |
Principal and interest payments | $ 11,850 | $ 11,850 |
Note payable, due date | Sep-28 | Sep-28 |
Notes Payable Fifty Six [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 7.50% | 7.50% |
Principal and interest payments | $ 2,689 | $ 2,689 |
Note payable, due date | Sep-28 | Sep-28 |
Notes Payable Fifty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 7.50% | 7.50% |
Principal and interest payments | $ 830 | $ 830 |
Note payable, due date | Sep-28 | Sep-28 |
Notes Payable Fifty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 12,135 | $ 12,135 |
Note payable, due date | Nov-28 | Nov-28 |
Notes Payable Fifty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 8% | 8% |
Principal and interest payments | $ 10,967 | $ 10,967 |
Note payable, due date | Nov-28 | Nov-28 |
Notes Payable Sixty [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10% | 10% |
Principal and interest payments | $ 2,032 | $ 2,032 |
Note payable, due date | Sep-24 | Sep-24 |
Notes Payable Sixty One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10% | 10% |
Principal and interest payments | $ 2,482 | $ 2,482 |
Note payable, due date | Sep-24 | Sep-24 |
Notes Payable Sixty Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 7.50% | 7.50% |
Principal and interest payments | $ 1,220 | $ 1,220 |
Note payable, due date | Sep-27 | Sep-27 |
Notes Payable Sixty Three [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 9,333 | $ 9,333 |
Note payable, due date | 6/1/2023 | 6/1/2023 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 850,000 | $ 850,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10% | 10% |
Principal and interest payments | $ 9,167 | $ 9,167 |
Notes Payable Sixty Four [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 14,530 | $ 14,530 |
Note payable, due date | 5/29/2023 | 5/29/2023 |
Factor rate | 1.49% | 1.49% |
Notes Payable Sixty Five [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 18,498 | $ 18,498 |
Note payable, due date | Apr-24 | Apr-24 |
Factor rate | 1.41% | 1.41% |
Debt factor rate amount | $ 850,000 | $ 850,000 |
Notes Payable Sixty Six [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 26,250 | $ 26,250 |
Note payable, due date | Aug-23 | Aug-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 500,000 | $ 500,000 |
Notes Payable Sixty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 26,250 | $ 26,250 |
Note payable, due date | 6/13/2023 | 6/13/2023 |
Factor rate | 1.40% | 1.40% |
Debt factor rate amount | $ 300,000 | $ 300,000 |
Notes Payable Sixty Eight [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 30,625 | $ 30,625 |
Note payable, due date | 6/13/2023 | 6/13/2023 |
Factor rate | 1.40% | 1.40% |
Debt factor rate amount | $ 350,000 | $ 350,000 |
Notes Payable Sixty Nine [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 10.59% | 10.59% |
Principal and interest payments | $ 3,835 | $ 3,835 |
Note payable, due date | Feb-28 | Feb-28 |
Notes Payable Seventy [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 9.89% | 9.89% |
Principal and interest payments | $ 7,549 | $ 7,549 |
Note payable, due date | Jan-28 | Jan-28 |
Notes Payable Seventy One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 9.89% | 9.89% |
Principal and interest payments | $ 7,549 | $ 7,549 |
Note payable, due date | Jan-28 | Jan-28 |
Notes Payable Seventy Two [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 7.04% | 7.04% |
Principal and interest payments | $ 92,632 | $ 92,632 |
Note payable, due date | Apr-24 | Apr-24 |
Notes Payable Seventy Three [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 2,502 | $ 2,502 |
Note payable, due date | Jul-23 | Jul-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 150,000 | $ 150,000 |
Notes Payable Seventy Four [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 2,502 | $ 2,502 |
Note payable, due date | Jul-23 | Jul-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 150,000 | $ 150,000 |
Notes Payable Seventy Five [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 9,893 | $ 9,893 |
Note payable, due date | 6/1/2023 | 6/1/2023 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 330,000 | $ 330,000 |
Notes Payable Seventy Six [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 14,790 | $ 14,790 |
Note payable, due date | Nov-23 | Nov-23 |
Factor rate | 1.47% | 1.47% |
Debt factor rate amount | $ 1,000,000 | $ 1,000,000 |
Notes Payable Seventy Seven [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 17,845 | $ 17,845 |
Note payable, due date | Oct-23 | Oct-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 1,000,000 | $ 1,000,000 |
Notes Payable Seventy Eight [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 10,707 | $ 10,707 |
Note payable, due date | Oct-23 | Oct-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 500,000 | $ 500,000 |
Notes Payable Seventy Nine [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 9,369 | $ 9,369 |
Note payable, due date | Oct-23 | Oct-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 500,000 | $ 500,000 |
Notes Payable Seventy Eighty [Member] | ||
Debt Instrument [Line Items] | ||
Principal and interest payments | $ 5,071 | $ 5,071 |
Note payable, due date | Oct-23 | Oct-23 |
Factor rate | 1.49% | 1.49% |
Debt factor rate amount | $ 250,000 | $ 250,000 |
Convertible Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Bearing interest percentage | 12% | 12% |
Principal and interest payments | $ 192,000 | $ 192,000 |
SCHEDULE OF FUTURE MATURITIES (
SCHEDULE OF FUTURE MATURITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 10,972,238 | $ 5,074,985 |
2024 | 3,973,817 | 3,533,458 |
2025 | 4,461,942 | 3,319,147 |
2026 | 2,769,548 | 2,717,453 |
2027 | 2,170,065 | 4,918,006 |
2028 & after | $ 10,442,248 | $ 12,870,553 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2023 | Jul. 02, 2022 | Jun. 30, 2022 | May 12, 2023 | May 05, 2023 | Nov. 08, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 6,814,750 | $ 4,507,500 | ||||
Private Investor [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Convertible notes payable | $ 1,600,000 | $ 1,200,000 | $ 1,100,000 | |||
Bearing interest percentage | 12% | 12% | 10% | |||
Conversion price | $ 0.50 | $ 0.50 | $ 0.50 | |||
Related Party [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 1,500,000 | $ 500,000 | ||||
Maturity term | 1 year | |||||
Bearing interest percentage | 12% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 23, 2023 | May 23, 2023 | May 19, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Mar. 21, 2023 | Mar. 16, 2023 | Mar. 08, 2023 | Mar. 02, 2023 | Jan. 30, 2023 | Jan. 04, 2023 | Jan. 02, 2023 | Jun. 30, 2023 | Jun. 20, 2023 | May 12, 2023 | May 05, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | Dec. 13, 2022 | Nov. 08, 2022 | Oct. 05, 2022 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 245,000,000 | 245,000,000 | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock, shares issued | 84,360,892 | 74,631,742 | ||||||||||||||||||||
Common stock, shares outstanding | 84,360,892 | 74,631,742 | ||||||||||||||||||||
Warrants One [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of warrants | 2,000,000 | |||||||||||||||||||||
Exercise price | $ 1 | |||||||||||||||||||||
Warrants outstanding | 1,650,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 2,000,000 | 7,000,000 | ||||||||||||||||||||
Number of shares issued, value | $ 2,700,000 | $ 8,820,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares designated | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Preferred stock, shares outstanding | 90 | 90 | ||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares designated | 5,000,000 | |||||||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares designated | 100 | |||||||||||||||||||||
Preferred stock, shares issued | 90 | |||||||||||||||||||||
Preferred stock, shares outstanding | 90 | |||||||||||||||||||||
Private Investor [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Convertible notes payable | $ 1,600,000 | $ 1,200,000 | $ 1,100,000 | |||||||||||||||||||
Bearing interest percentage | 12% | 12% | 10% | |||||||||||||||||||
Conversion price | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||
Private Investor [Member] | Warrants Two [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of warrants | 25,000 | |||||||||||||||||||||
Warrants outstanding | 25,000 | |||||||||||||||||||||
Private Investor [Member] | Warrants Three [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of warrants | 50,000 | |||||||||||||||||||||
Warrants outstanding | 50,000 | |||||||||||||||||||||
Private Investor [Member] | Warrants Four [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of warrants | 50,000 | |||||||||||||||||||||
Warrants outstanding | 50,000 | |||||||||||||||||||||
Private Investor [Member] | Warrants Five [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of warrants | 35,000 | |||||||||||||||||||||
Warrants outstanding | 35,000 | |||||||||||||||||||||
Private Investor [Member] | Warrants Six [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of warrants | 25,000 | |||||||||||||||||||||
Warrants outstanding | 25,000 | |||||||||||||||||||||
Private Investor [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 50,000 | 50,000 | 75,000 | 250,000 | 250,000 | |||||||||||||||||
Subscription price | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Number of shares issued, value | $ 50,000 | $ 5 | $ 75,000 | $ 250,000 | ||||||||||||||||||
Private Investor [Member] | Common Stock One [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||||
Subscription price | $ 1 | |||||||||||||||||||||
Number of shares issued, value | $ 100,000 | |||||||||||||||||||||
Independent Board of Director [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued, value | $ 250,000 | |||||||||||||||||||||
Number of shares issued for service | 27,000 | 33 | 4,538 | 1,603 | ||||||||||||||||||
Number of shares issued for service, value | $ 0 | $ 0 | $ 9,167 | $ 10,003 | ||||||||||||||||||
Independent Board of Director [Member] | Common Stock One [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued for service | 27,000 | 33 | 1,603 | |||||||||||||||||||
Number of shares issued for service, value | $ 0 | $ 0 | $ 10,003 | |||||||||||||||||||
Independent Board of Director [Member] | Common Stock Two [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued for service | 33 | 1,603 | ||||||||||||||||||||
Number of shares issued for service, value | $ 0 | $ 10,003 | ||||||||||||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 13,181 | |||||||||||||||||||||
Number of shares issued, value | $ 1.32 | |||||||||||||||||||||
Vendor [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued for service | 127,457 | |||||||||||||||||||||
Number of shares issued for service, value | $ 63,728.50 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2022 shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 18, 2021 shares | Jan. 31, 2020 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 16, 2022 USD ($) | Feb. 29, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Notes payable | $ 34,789,858 | $ 32,433,582 | |||||||
Mulch Maufaturing, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares, acquisitions | shares | 40,000,000 | ||||||||
Number of shares of common stock | shares | 40,000,000 | ||||||||
Business acquisition, property and equipment | $ 17,228,295 | ||||||||
Business acquisition, share price per share | $ / shares | $ 0.15 | ||||||||
Mulch Maufaturing, Inc [Member] | Promissory Notes [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Notes payable | $ 14,000,000 | ||||||||
Mulch Maufaturing, Inc [Member] | ROU Asset Member [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Rrent expense | $ 817,503 | ||||||||
Day Dreamer Productions, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares, acquisitions | shares | 200,000 | ||||||||
Business acquisition percentage | 100% | ||||||||
Jasper Sawmill Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination acquired facility debt obligations | $ 7,500,000 | ||||||||
Business combination acquired facility purchase gain | 2,200,000 | ||||||||
Business combination acquired appraised amount | $ 9,800,000 | ||||||||
Beaver Sawmill Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares, acquisitions | shares | 400,000 | ||||||||
Business acquisition, share price per share | $ / shares | $ 8.05 | ||||||||
Acquisition value | $ 3,220,000 | ||||||||
Share price | $ / shares | $ 9.24 | ||||||||
Purchase price | $ 4,721,475 | ||||||||
Cash proceeds | $ 1,025,475 | ||||||||
Property valuation | $ 20,039,580 | ||||||||
Bargain purchase gain | $ 15,318,105 | ||||||||
Area of land | ft² | 100,000 | ||||||||
Beaver Sawmill Acquisition [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 3,220,000 | ||||||||
Beaver Sawmill Acquisition [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 3,696,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 6 Months Ended | 8 Months Ended | |||||||||||||||||
Oct. 31, 2023 USD ($) | Jun. 17, 2023 USD ($) | May 31, 2023 USD ($) | May 23, 2023 shares | May 19, 2023 shares | May 17, 2023 shares | May 15, 2023 USD ($) | May 15, 2023 USD ($) shares | Dec. 31, 2022 USD ($) a | Dec. 27, 2022 shares | Oct. 12, 2022 USD ($) shares | Aug. 12, 2022 shares | Aug. 09, 2022 shares | Oct. 15, 2021 USD ($) shares | Aug. 16, 2021 USD ($) shares | Dec. 31, 2022 USD ($) a | Jun. 30, 2023 USD ($) a | Jul. 02, 2022 USD ($) | Dec. 01, 2023 USD ($) | Nov. 15, 2021 shares | |
Shares issued for purchase of assets | shares | 2,000,000 | 7,000,000 | 500,000 | |||||||||||||||||
Commitments and contingencies payable | $ 7,200,000 | $ 7,200,000 | ||||||||||||||||||
Commitments and contingencies cash payments | $ 7,200,000 | |||||||||||||||||||
debt extinguishment or debt prepayment cost | $ 17,484,728 | |||||||||||||||||||
Payments for aggregate installments | 1,500,000 | $ 8,305,897 | $ 3,368,495 | |||||||||||||||||
Notes payable | $ 32,433,582 | 32,433,582 | 34,789,858 | |||||||||||||||||
Payments to spencer | $ 1,000,000 | |||||||||||||||||||
Redemption shares common stock | shares | 22,101,556 | |||||||||||||||||||
Additional fixed assets | 850,000 | |||||||||||||||||||
Debt conversion, original debt, amount | 10,650,000 | |||||||||||||||||||
Debt instrument, face amount | 11,500,000 | |||||||||||||||||||
Redemption shares common stock | shares | 22,101,556 | |||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||
Payments for aggregate installments | $ 500,000 | |||||||||||||||||||
RJ Enterprises [Member] | ||||||||||||||||||||
Additional fixed assets | $ 200,000 | |||||||||||||||||||
Area of land | a | 14.9 | 14.9 | 2.93 | |||||||||||||||||
VRM Sublicense Agreement [Member] | ||||||||||||||||||||
Percentage of share acquired | 10% | |||||||||||||||||||
Sublicense Agreement [Member] | Licensor [Member] | ||||||||||||||||||||
Shares issued for purchase of assets | shares | 7,000,000 | 6,000,000 | 500,000 | |||||||||||||||||
Payments to acquire intangible assets | $ 1,000,000 | $ 3,600,000 | $ 1,000,000 | $ 7,200,000 | ||||||||||||||||
Sublicense Agreement [Member] | Licensor [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||
Payments to acquire intangible assets | $ 1,800,000 | $ 500,000 | ||||||||||||||||||
Sublicense Agreement [Member] | Licensor [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Payments to acquire intangible assets | $ 1,800,000 | |||||||||||||||||||
Product Purchase Agreement [Member] | ||||||||||||||||||||
Estimated aggregate shares | shares | 1,565,520 | |||||||||||||||||||
Payments for purchase unregistered commonstock | shares | 2,000,000 | |||||||||||||||||||
Cash payments | $ 5,000,000 | |||||||||||||||||||
Cash monthly payments | $ 83,333 | |||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||
Payments for aggregate installments | 25,650,000 | |||||||||||||||||||
Notes payable | $ 10,650,000 | |||||||||||||||||||
Percentage of accruing interest | 6% | |||||||||||||||||||
Payments to spencer | $ 3,300,000 | $ 15,000,000 | ||||||||||||||||||
Redemption shares common stock | shares | 8,797,800 | 40,000,000 | ||||||||||||||||||
Commencing payments | $ 487,500 | |||||||||||||||||||
Shares, Issued | shares | 1,300,091.67 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Concentration Risk [Line Items] | |
Cash, fdic insured amount | $ 250,000 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 17% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Subsequent Events [Abstract] | |
Probable loss accrual | $ 391,137 |