Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Entity Registrant Name | FIRST PERSON LTD. |
Entity Central Index Key | 0001900035 |
Entity Incorporation, State or Country Code | A0 |
Entity Address, Address Line One | 1840, 444 – 5th Ave |
Entity Address, Address Line Two | SW |
Entity Address, Address Line Three | Calgary |
Entity Address, State or Province | AB |
Entity Address, Postal Zip Code | T2P 2T8 |
City Area Code | (587) |
Local Phone Number | 577-9261 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1840, 444 – 5th Ave. |
Entity Address, Address Line Two | SW |
Entity Address, Address Line Three | Calgary |
Entity Address, State or Province | AB |
Entity Address, Postal Zip Code | T2P 2T8 |
City Area Code | 403 |
Local Phone Number | 225-3003 |
Contact Personnel Name | Jan Campbell |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 57,395 | $ 559,158 |
Accounts receivable, net | 48,861 | |
Inventory | 1,136,869 | 97,636 |
Prepaid expenses and other current assets | 79,890 | 539,592 |
Deferred offering cost | 675,135 | 297,437 |
Total current assets | 1,998,150 | 1,493,823 |
Property and equipment, net | 982,229 | 9,595 |
Construction-in-progress | 452,405 | |
Deposits | 16,803 | 3,178 |
Intangible assets | 146,239 | 189,956 |
Operating lease right-of-use asset | 140,918 | 158,451 |
Total assets | 3,284,339 | 2,307,408 |
Current liabilities: | ||
Accounts payable | 1,967,000 | 436,011 |
Accrued expenses and other current liabilities | 248,031 | 116,825 |
Lease liability, current portion | 36,449 | 36,449 |
Loans and note payable | 439,006 | |
Total current liabilities | 2,690,486 | 589,285 |
Lease liability, net of current portion | 104,469 | 122,002 |
Total liabilities | 2,794,955 | 711,287 |
Commitments and contingencies (see Note 10) | ||
Shareholders’ equity | ||
Preferred shares, no par value - unlimited authorized, 0 shares issued and outstanding | ||
Common shares, no par value - unlimited authorized, 6,351,354 and 5,804,254 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 7,081,261 | 4,357,943 |
Additional paid-in capital | 565,415 | 195,501 |
Accumulated deficit | (7,099,818) | (2,921,325) |
Accumulated other comprehensive loss | (57,474) | (35,998) |
Total shareholders’ equity | 489,384 | 1,596,121 |
Total liabilities and shareholders’ equity | $ 3,284,339 | $ 2,307,408 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0 | |
Preferred stock, shares authorized | Unlimited | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0 | $ 0 |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited |
Common Stock, Shares, Outstanding | 6,351,354 | 5,804,254 |
Common stock, shares issued | 6,351,354 | 5,804,254 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues, net | $ 2,359,507 | ||
Cost of Goods Sold | 786,485 | ||
Gross Profit | 1,573,022 | ||
Operating expenses: | |||
Selling, general and administrative | 1,962,064 | 5,703,993 | 2,948,245 |
Depreciation and amortization | 827 | 34,674 | 1,378 |
Foreign currency transaction losses (gains) | (26,798) | 1,885 | (28,146) |
Total operating expenses | 1,936,093 | 5,740,552 | 2,921,477 |
Loss from operations | (1,936,093) | (4,167,530) | (2,921,477) |
Other income (expense): | |||
Net interest income (expense) | 73 | (10,963) | 152 |
Total other income (expense) | 73 | (10,963) | 152 |
Loss before provision for income taxes | (1,936,020) | (4,178,493) | (2,921,325) |
Provision for income taxes | |||
Net loss | (1,936,020) | (4,178,493) | (2,921,325) |
Other comprehensive loss, net of provision for income taxes: | |||
Foreign currency translation loss | (45,673) | (21,476) | (35,998) |
Comprehensive loss | $ (1,981,693) | $ (4,199,969) | $ (2,957,323) |
Net Loss per Common Share | |||
Basic and diluted | $ (0.42) | $ (0.71) | $ (0.0060) |
Weighted Average Number of Common Shares Outstanding | |||
Basic and diluted | 4,594,164 | 5,844,927 | 4,917,792 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Jan. 20, 2021 | ||||||
Balance, shares at Jan. 20, 2021 | ||||||
Issuance of Common Shares in exchange for cash (Note 1) | $ 90 | 90 | ||||
Issuance of Common Shares in exchange for cash (Note 1), shares | 2,800,000 | |||||
Issuance of Common Shares as part of the Plan of Merger (Note 1) | $ 359,505 | (359,505) | ||||
Issuance of Common Shares as part of the Plan of Merger (Note 1), shares | 1,000,000 | |||||
Issuance Common Shares, net of issuance costs (Note 1) | $ 1,478,582 | 1,478,582 | ||||
Issuance Common Shares, net of issuance costs (Note 1), shares | 1,003,012 | |||||
Issuance of Common Shares, net of issuance costs of $62,155 | $ 2,519,766 | 199,672 | 2,719,438 | |||
Issuance of Common Shares, net of issuance costs of $138,256, shares | 1,001,242 | |||||
Share-based compensation related to grants of stock options | 346,822 | 346,822 | ||||
Foreign currency translation adjustment loss, net of provision for income taxes | (45,673) | (45,673) | ||||
Net loss | (1,936,020) | (1,936,020) | ||||
Balance at Sep. 30, 2021 | $ 4,357,943 | 186,989 | (1,936,020) | (45,673) | 2,563,239 | |
Balance, shares at Sep. 30, 2021 | 5,804,254 | |||||
Balance at Jan. 20, 2021 | ||||||
Balance, shares at Jan. 20, 2021 | ||||||
Issuance of Common Shares in exchange for cash (Note 1) | $ 90 | 90 | ||||
Issuance of Common Shares in exchange for cash (Note 1), shares | 2,800,000 | |||||
Issuance of Common Shares as part of the Plan of Merger (Note 1) | $ 359,505 | (359,505) | ||||
Issuance of Common Shares as part of the Plan of Merger (Note 1), shares | 1,000,000 | |||||
Issuance Common Shares, net of issuance costs (Note 1) | $ 1,478,582 | $ 1,478,582 | ||||
Issuance Common Shares, net of issuance costs (Note 1), shares | 1,003,012 | 1,003,012 | ||||
Issuance of Common Shares, net of issuance costs of $62,155 | ||||||
Issuance of Common Shares, net of issuance costs of $138,256, shares | ||||||
Issuance of Units, net of issuance costs (Note 1) | $ 2,519,766 | 199,672 | $ 2,719,438 | |||
Issuance of Units, net of issuance costs (Note 1), shares | 1,001,242 | 1,001,242 | ||||
Share-based compensation related to grants of stock options | 355,334 | $ 355,334 | ||||
Foreign currency translation adjustment loss, net of provision for income taxes | (35,998) | (35,998) | ||||
Net loss | (2,921,325) | (2,921,325) | ||||
Balance at Dec. 31, 2021 | $ 4,357,943 | 195,501 | (2,921,325) | (35,998) | 1,596,121 | |
Balance, shares at Dec. 31, 2021 | 5,804,254 | |||||
Issuance Common Shares, net of issuance costs (Note 1) | $ 974,435 | 974,435 | ||||
Issuance Common Shares, net of issuance costs (Note 1), shares | 196,400 | |||||
Issuance of Common Shares, net of issuance costs of $62,155 | $ 890,430 | 890,430 | ||||
Issuance of Common Shares, net of issuance costs of $138,256, shares | 178,100 | |||||
Share-based compensation related to grants of stock options | 369,914 | 369,914 | ||||
Foreign currency translation adjustment loss, net of provision for income taxes | (21,476) | (21,476) | ||||
Net loss | (4,178,493) | (4,178,493) | ||||
Issuance of Common Shares – accounts payable conversion | $ 50,000 | 50,000 | ||||
Issuance of Common Shares Accounts payable conversion, shares | 10,000 | |||||
Issuance of Common Shares, net of issuance costs | $ 808,453 | 808,453 | ||||
Issuance of Common Shares, net of issuance costs, shares | 162,600 | |||||
Balance at Sep. 30, 2022 | $ 7,081,261 | $ 565,415 | $ (7,099,818) | $ (57,474) | $ 489,384 | |
Balance, shares at Sep. 30, 2022 | 6,351,354 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common shares, shares | 1,003,012 | ||
Stock issuance cost | $ 138,256 | $ 7,565 | $ 138,256 |
Issuance of units net of issuance costs, shares | 1,001,242 | ||
Unit issuance costs | $ 62,155 | ||
Payments for stock issuance costs | 70 | ||
Payments of stock issuance costs | $ 4,547 | ||
Stock issuance cost | $ 62,155 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (1,936,020) | $ (4,178,493) | $ (2,921,325) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 827 | 34,674 | 1,378 |
Non-cash lease expense | 14,523 | ||
Amortization of right-of-use asset | 8,963 | 17,533 | |
Share based compensation | 346,822 | 369,914 | 355,334 |
Change in operating assets and liabilities: | |||
Accounts receivable | (2,966) | (48,861) | |
Inventories | (470) | (1,039,233) | (97,636) |
Prepaid expenses and other current assets | (235,510) | 405,263 | (539,592) |
Deferred offering cost | (377,698) | (297,437) | |
Deposits | (24,703) | (13,625) | (3,178) |
Accounts payable | 226,686 | 1,580,989 | 436,011 |
Accrued expenses and other current liabilities | 5,000 | 131,206 | 116,825 |
Operating lease liability | (8,963) | (17,533) | (14,523) |
Net cash used in operating activities | (1,620,333) | (3,135,864) | (2,949,620) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (10,993) | (272,102) | (11,024) |
Purchases of intangibles | (148,319) | (193,668) | |
Purchases of construction-in-progress | (306,141) | (452,405) | |
Advances to related parties | (50,500) | ||
Asset acquisition of TruMed | (114,000) | ||
Receipts from related parties | 50,500 | ||
Cash used in investing activities | (465,453) | (386,102) | (657,097) |
Cash flows from financing activities: | |||
Proceeds from loans issued | 450,000 | ||
Repayments of loans payable | (81,639) | ||
Issuance of 2,800,000 Common Shares | 90 | ||
Issuance of 1,003,012 Common Shares | 1,478,582 | ||
Issuance of 1,001,242 Units, net of issuance costs of $62,155 | 2,719,438 | 2,719,438 | |
Issuance of 1,003,012 Common Shares, net of issuance costs of $138,256 | 1,478,582 | ||
Issuance of 196,400 Common Shares, net of issuance costs of $7,565 | 974,435 | ||
Issuance of 178,100 Common Shares, net of issuance costs of $70 | 890,430 | ||
Issuance of 162,600 Common Shares, net of issuance costs of $4,547 | 808,453 | ||
Net cash provided by financing activities | 4,198,110 | 3,041,679 | 4,198,020 |
Effect of foreign currency exchange rate changes on cash | (45,673) | (21,476) | (32,145) |
Net change in cash | 2,066,650 | (501,763) | 559,158 |
Cash, beginning of period | 559,158 | ||
Cash, end of period | 2,066,650 | 57,395 | 559,158 |
Supplemental disclosures of cash flow information: | |||
Interest | 11,175 | ||
State income taxes | |||
Supplemental disclosures of noncash financing activities: | |||
Issuance of 2,800,000 Common Shares as part of the Plan of Merger (Note 1) | 359,505 | 359,505 | |
Issuance of notes payable in exchange for acquisition of TruMed | 70,000 | ||
Right-of-use asset acquired through operating lease | $ 172,974 | $ 172,974 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common stock issued in plan of merger | 2,800,000 | 2,800,000 |
Common Stock Five [Member] | ||
Shares issued | 2,800,000 | |
Common Stock 1 [Member] | ||
Shares issued | 1,003,012 | 1,003,012 |
Number of units issued | 1,001,242 | 1,001,242 |
Unit issuance costs | $ 62,155 | $ 62,155 |
Payments of stock issuance costs | $ 138,256 | |
Common Stock 2 [Member] | ||
Shares issued | 196,400 | |
Payments of stock issuance costs | $ 7,565 | |
Common Stock 3 [Member] | ||
Shares issued | 178,100 | |
Payments of stock issuance costs | $ 70 | |
Common Stock 4 [Member] | ||
Shares issued | 162,600 | |
Payments of stock issuance costs | $ 4,547 |
ORGANIZATION
ORGANIZATION | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION | 1. ORGANIZATION Nature of Business January 22, 2021 Since its inception, the Company has devoted substantially all of its efforts to business and product developments relating to the operations of the functional mushroom farm in Olympia, Washington, and to the development of its own proprietary formulations of cognitive performance products containing functional mushrooms. The Company’s activities are subject to significant risks and uncertainties. First Person Formation 0.2 0.05 1,000,000 162,500 INC Formation 9,000,000 common shares of INC (collectively, the “Purchased Shares”) to INC Purchasers. Each purchaser received an equal number of common shares and each common share was issued at a purchase price of $ 0.00001 per common share. The consideration paid for the Purchased Shares per purchaser was a combination of $ 22.50 in cash and the assignment to INC of certain intellectual property rights, pursuant to a technology assignment agreement. Immediately after, INC became wholly owned by INC Purchasers. Plan of Merger Pursuant to the Plan of Merger entered into between First Person, INC, and Merger Sub, the merger was completed in a series of transactions as follows: ● On February 17, 2021, Merger Sub was formed. ● On February 17, 2021, First Person subscribed for 100 1 ● Pursuant to the Plan of Merger, Merger Sub merged with and into INC, with INC continuing as the surviving corporation. The merger became effective upon filing of the certificate of merger with the Delaware Secretary of State (the “Effective Time”). ● Immediately prior to the Effective Time and by virtue of the merger, each share of INC issued and outstanding converted into 0.31111112 2,800,000 700,000 2,100,000 0.05 0.20 455,000 359,505 ● By virtue of the merger, each share of Merger Sub issued and outstanding immediately prior to the Effective Time converted into one share of INC. ● Immediately after, INC became a wholly owned subsidiary of First Person. Pursuant to the Plan of Merger, INC Purchasers, the accounting acquirer, became the majority shareholders of First Person. The transaction was accounted for as a reverse acquisition under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-40, Reverse Acquisitions Legal Entity Name Acquisition of TruMed 100 percent of all outstanding shares of TruMed Limited (“TruMed”) in exchange for the aggregate consideration of $ 750,000 which consists of $ 130,000 of cash consideration, $ 70,000 payable pursuant to the terms of a promissory note, and $ 550,000 of contingent consideration payable upon TruMed achieving certain milestones. In conjunction with the acquisition of TruMed, the Company capitalized $ 197,562 The determination of whether an acquisition qualifies as a business combination or an asset acquisition requires management’s use of judgment. An acquisition not meeting the accounting criteria to be accounted for as a business combination is accounted for as an asset acquisition. The acquisition of TruMed was accounted for as an asset acquisition at its purchase price, inclusive of acquisition costs, which was allocated to the acquired assets based upon its fair value at the date of acquisition. There was no liability assumed as a result of the acquisition. In accordance with ASC 450, Contingencies, contingent consideration is generally recognized when the contingency is resolved. As of September 30, 2022, management has determined the contingent consideration is not both probable and reasonably estimable. | ORGANIZATION Nature of Business January 22, 2021 Since its inception, the Company has devoted substantially all of its efforts to business and product developments relating to the operations of the functional mushroom farm in Olympia, Washington, and to the development of its own proprietary formulations of cognitive performance products containing functional mushrooms. As of December 31, 2021, the Company has no First Person Formation First Person issued two pre-Consolidation Common Shares (see Note 14; unless otherwise noted, share and per share information included herein gives effect to the Consolidation) at a purchase price of $ 0.05 each in Canadian Dollars (“CAD”). On February 3, 2021, First Person issued a total of 1,000,000 Common Shares of First Person to four individuals in exchange for consulting services whose total consideration amounted to CAD$ 162,500 . INC Formation 9,000,000 0.00001 22.50 Plan of Merger First Person entered into an agreement and plan of merger (the “Plan of Merger”). Pursuant to the Plan of Merger, a merger between INC and LEIIO Merger Sub, a Delaware corporation (“Merger Sub”) occurred. Immediately after the merger, INC became a wholly owned subsidiary of and INC Purchasers obtained control of , resulting in a reverse acquisition. Pursuant to the Plan of Merger entered into between First Person , INC, and Merger Sub, the merger was completed in a series of transactions as follows: ● On February 17, 2021, Merger Sub was formed. ● On February 17, 2021, First Person subscribed for 100 1 ● Pursuant to the Plan of Merger, Merger Sub merged with and into INC, with INC continuing as the surviving corporation. The merger became effective upon filing of the certificate of merger with the Delaware Secretary of State (the “Effective Time”). ● Immediately prior to the Effective Time and by virtue of the merger, each share of INC issued and outstanding converted into 0.31111112 Common Shares of First Person (each, a “First Person Share”). The consideration in the merger consisted of 2,800,000 First Person Shares, with the first 700,000 First Person Shares and the next 2,100,000 First Person Shares issued at a price of CAD$ 0.05 and CAD$ 0.20 per First Person Shares, respectively. The total consideration in the merger amounted to CAD$ 455,000 ($ 359,505 USD). ● By virtue of the merger, each share of Merger Sub issued and outstanding immediately prior to the Effective Time converted into one share of INC. ● Immediately after, INC became a wholly owned subsidiary of First Person. Pursuant to the Plan of Merger, INC Purchasers, the accounting acquirer, became the majority shareholders of First Person . The transaction was accounted for as a reverse acquisition under Financial Accounting Standards Board (“FASB”) 805-40, Reverse Acquisitions . The transaction was not treated as a business combination. On March 4, 2021, the Company issued 1,003,012 Common Shares at a price of CAD$ 2.00 per share for aggregate gross proceeds of CAD$ 2,006,022 ($ 1,616,838 USD). On July 14, 2021, the Company issued 1,001,242 Units at a price of CAD$ 3.50 per Unit for aggregate gross proceeds of CAD$ 3,504,346 ($ 2,781,593 USD). Each Unit consists of one common share and one half of one warrant (“Warrant”). The issuance resulted in 500,620 Warrants. Each Warrant entitles the holder to acquire one Common Share upon payment of the exercise price prior to the expiration time. Legal Entity Name |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S PLAN | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN AND MANAGEMENT’S PLAN | 2. GOING CONCERN AND MANAGEMENT’S PLAN The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its operating expenses will continue to increase and, as a result, the Company will eventually need to generate significant revenues to achieve profitability. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern. Although the Company’s management believes that it has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern | 2. GOING CONCERN AND MANAGEMENT’S PLAN The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its operating expenses will continue to increase and, as a result, the Company will eventually need to generate significant revenues to achieve profitability. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern. Although the Company’s management believes that it has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Statements The unaudited interim condensed consolidated balance sheet as of September 30, 2022, the unaudited interim condensed consolidated statements of operations and comprehensive loss, the unaudited interim condensed consolidated statements of changes in shareholders’ equity, and the unaudited interim condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and the period from January 21, 2021, through September 30, 2021 (“period ended September 30, 2021”), as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes for the year ended December 31, 2021. The interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. These financial statements are presented in United States Dollars (“USD”), which is both the Company’s functional and reporting currency. The Company’s significant accounting policies are described in Note 3 to the Company’s consolidated financial statements as of December 31, 2021. There have been no material changes to the Company’s significant accounting policies, except that the Company implemented the revenue recognition policies below as it has begun generating revenue. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue consists exclusively of its direct-to-consumer sales of cognitive supplements sold primarily throughout the United States. In order to recognize revenue under FASB Accounting Standards Update (ASU) 2014-09, the Company applies the following five steps: ● Identification of customer contracts; ● Identification of the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; ● Determination of the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; ● Allocation of the transaction price to the performance obligation(s) in the contract; and ● Recognition of revenue when or as the Company satisfies the performance obligation(s). The Company’s contracts with customers for the cognitive supplements and other related products consist of single performance obligations. The performance obligation in a contract is determined based on each individual order and the respective quantities shipped, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control when the product is shipped to the customer. The amount of revenue recognized is reduced for estimated returns and other customer credits, such as discounts and rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets the Company serves. Revenue received from shipping and handling fees is reflected in net sales. The Company has elected to classify shipping and handling costs in selling, general and administrative expenses and recognizes them as incurred or at the time revenue is recognized for the related goods. The Company has also elected to recognize revenue net of sales taxes and similar taxes that are imposed on and concurrent with revenue producing activities. The Company has elected to use the practical expedient for significant financing components allowed under ASU 2014-09, such that if the period between revenue recognition and cash receipt for a particular contract is expected to be a year or less, no interest income is recognized and the full amount of revenue appropriate under the contract is recognized at the time the performance obligation is met. Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting Principles of Consolidation Foreign Currency Foreign Currency Matters 28,146 35,998 Use of Estimates Cash and Cash Equivalents no Inventory Financial Instruments and Concentrations of Business and Credit Risk The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. Property and Equipment five years Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation or amortization applicable to assets retired are removed from the accounts and the gain or loss on disposition, if any, is recognized in the accompanying consolidated statement of operations and comprehensive loss. Impairment of Long-Lived Assets Property, Plant, and Equipment No Website Development Costs Accounting for Website Development Costs Advertising 24,337 Income Taxes INC accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Uncertainty in Income Taxes INC is a Delaware C corporation and is subject to taxation and files income tax returns in the United States. Since inception, INC tax returns are subject to examination by taxing authorities, and no examinations are currently pending. As of December 31, 2021, INC does not have any unrecognized tax benefits. INC does not anticipate any material changes to its unrecognized tax benefits within the next twelve months. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company is evaluating the impact of the Consolidated Appropriations Act on its consolidated financial statements and related disclosures. Lease Accounting Leases (Topic 842) Under ASC 842, the Company determines if an arrangement is a lease at inception. If an arrangement contains a lease, an operating or finance ROU asset and obligation are recognized at the commencement date based on the present value of lease payments over the lease term. That ROU asset and obligation represent the Company’s right to use an underlying asset for the lease term and the Company’s obligation to make lease payments arising from the lease, respectively. The ROU asset recorded includes any prepaid lease payments made and excludes lease incentives received. The Company’s lease terms include options to extend the lease for a total of two renewal periods with each term being two years which may be exercised by giving written notice to lessor no less than sixty days prior to the expiration of the current lease or renewal period. The lease renewal terms were recognized as part of the Company’s ROU assets and lease liabilities Lease expense for lease payments and amortization expense for the ROU assets are recognized on a straight-line basis over the lease term and are included in selling, general and administrative expenses in the accompanying statement of operations and comprehensive loss. There was no impact of adopting FASB ASC 842 on the accompanying statements of changes in shareholders’ equity as of January 21, 2021 (date of inception). One of the Company’s office leases commenced on April 15, 2021, for which the Company recognized ROU assets and lease liabilities in the amount of $ 172,974 Share-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation, Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers, Impact of Coronavirus Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities |
INVENTORIES
INVENTORIES | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | 4. INVENTORIES A summary of inventories is as follows: SCHEDULE OF INVENTORY $ $ As of: (Unaudited) September 30, 2022 December 31, 2021 Raw materials $ 135,740 $ 97,636 Work in process - - Finished goods 1,001,129 - Inventory $ 1,136,869 $ 97,636 As of September 30, 2022, inventory consisted of raw materials, which were functional mushrooms produced from the Company’s farm operations, located in Olympia, Washington, to be used in the production of its cognitive performance products. In addition, inventory consisted of finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM | 4. INVENTORIES A summary of inventories is as follows: SCHEDULE OF INVENTORY As of December 31, 2021 Raw materials $ 97,636 Work in process - Finished goods - Inventories, at cost $ 97,636 Less: reserve for obsolescence - Inventories, net 97,636 Inventory consists of raw materials such as inputs for functional mushroom and packaging materials that are stated at the lower of cost or net realizable value. Net realizable value is determined based on the estimated selling price less reasonably predictable cost of completion, disposal, and transportation. As of December 31, 2021, the Company did not have a product for sale and did not have a reserve for obsolescence. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS $ $ As of: (Unaudited) September 30, 2022 December 31, 2021 Prepaid expenses and deposits $ 79,890 $ 304,127 Prepaid expenses, other - 2,569 Prepaid expenses, production deposit - 188,385 Prepaid expenses, rent deposit - 15,125 Other current assets - 29,386 Prepaid expenses and other current assets $ 79,890 $ 539,592 As of September 30, 2022, prepaid expenses and other current assets primarily consist of prepayments related to insurance premiums, office space rent, security deposit for office space, and other miscellaneous items. | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 Prepaid expenses & deposits $ 304,127 Prepaid expenses, other 2,569 Prepaid expenses, production deposit 188,385 Prepaid expenses, rent deposit 15,125 Other current assets 29,386 Prepaid expenses and other current assets $ 539,592 Prepaid expenses and other current assets primarily consist of prepayments related to insurance premiums, product development, office space rent, security deposit for office space, deposit for acquisition, and other miscellaneous items. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of: (Unaudited) September 30, 2022 December 31, 2021 Facility $ 576,309 $ - Equipment 398,118 - Computer equipment 10,746 10,962 Property and equipment, gross Less: accumulated depreciation (2,944 ) (1,367 ) Property and equipment, net $ 982,229 $ 9,595 Depreciation expense related to property and equipment amounted to $ 1,643 827 As of September 30, 2022, the Company is not yet operating its greenhouses in Olympia, Washington that will be used to grow functional mushrooms. As such, the Company has not yet recognized depreciation expense related to the facility as of September 30, 2022. | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of December 31, 2021 Computer equipment $ 10,962 Less: accumulated depreciation (1,367 ) Property and equipment, net $ 9,595 Depreciation expense related to property and equipment amounted to $ 1,378 |
CONSTRUCTION-IN-PROGRESS
CONSTRUCTION-IN-PROGRESS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Construction In Progress | ||
CONSTRUCTION-IN-PROGRESS | 7. CONSTRUCTION-IN-PROGRESS Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS (Unaudited) As of: September 30, 2022 December 31, 2021 Greenhouse costs $ - $ 452,405 As of September 30, 2022, the Company has substantially completed the development of its greenhouses in Olympia, Washington that will be used to grow functional mushrooms. As such, the associated costs were transferred to PP&E during the nine months ended September 30, 2022. | 7. CONSTRUCTION-IN-PROGRESS Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS As of December 31, 2021 Greenhouse costs $ 452,405 Construction-in-progress $ 452,405 As of December 31, 2021, the Company has not completed the development of its greenhouses in Olympia, Washington that will be used to grow mushrooms. Therefore, the Company has not recorded any depreciation expense for the period from January 21, 2021 (date of inception) through December 31, 2021. Future depreciation related to the costs described above will commence once the greenhouses are substantially complete and ready for its intended use. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS (Unaudited) As of: September 30, 2022 December 31, 2021 Website development costs $ 177,133 $ 189,956 Less: accumulated amortization (30,894 ) - Intangible assets, net $ 146,239 $ 189,956 As of September 30, 2022, the Company has completed the development and design of its website. As such, the Company recognized amortization expense of $ 33,031 related to its website development costs for the nine months ended September 30, 2022. There was no amortization expense recognized during the nine months ended September 30, 2021. | 8. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of December 31, 2021 Website development costs $ 189,956 Less: accumulated amortization - Intangible assets $ 189,956 As of December 31, 2021, the Company has not completed the development and design of its website. Therefore, the Company has not recorded amortization expense related for the period from January 21, 2021 (date of inception) through December 31, 2021. Future amortization related to the costs described above will commence once the website is substantially complete and ready for its intended use in accordance with FASB ASC 350-50. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Leases For the nine months ended September 30, 2022 and the period ended September 30, 2021, the components of lease expenses were recognized as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. The lease payments were paid in cash. COMPONENTS OF LEASE EXPENSE (Unaudited) Nine Months Ended September 30, 2022 (Unaudited) Period Ended September Operating lease costs $ 32,319 $ 17,055 The weighted-average remaining lease term for the Company’s operating lease was five years as of September 30, 2022. The weighted-average discount rate for the Company’s operating lease was 10 percent as of September 30, 2022. As of September 30, 2022, the Company has no operating or financing leases that have not yet commenced. The future maturities of the contractual lease payments included in the operating lease liabilities as of September 30, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS As of September 30, 2022: Total Remainder of 2022 $ 9,534 2023 38,136 2024 38,136 2025 38,136 2026 38,136 Thereafter 9,534 Total 171,612 Less: amount representing interest (30,694 ) Total $ 140,918 Litigation | 9. COMMITMENTS AND CONTINGENCIES Leases For the period from January 21, 2021 (date of inception) through December 31, 2021, the components of lease expenses were as follows: COMPONENTS OF LEASE EXPENSE Lease cost Consolidated Statement of Operations and Comprehensive Loss Classification Amount Operating lease costs Selling, general and administrative $ 25,424 Total $ 25,424 Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amount included in the measurement of lease liabilities Amount as of Operating cash flows from operating leases $ 25,424 The weighted-average remaining lease term for the Company’s operating lease was 5.25 10 As of December 31, 2021, the Company has no operating or financing leases that have not yet commenced. The future maturities of the contractual lease payments included in the operating lease liabilities as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS Years Ending December 31: Total 2022 $ 38,136 2023 38,136 2024 38,136 2025 38,136 2026 38,136 Thereafter 12,712 Total 203,392 Less: amount representing interest (44,941 ) Total $ 158,451 Litigation |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
SHAREHOLDERS’ EQUITY | 11. SHAREHOLDERS’ EQUITY Preferred Shares no Preferred Shares issued and outstanding. Preferred Share Dividends no undeclared accumulated preferred share dividends. Preferred Share Liquidation Preferred Share Voting Rights No holder of Preferred Shares shall be entitled to vote on any matter submitted to a vote of shareholders Common Shares 6,351,354 Common Shares issued and outstanding. Common Voting Rights Each shareholder of Common Shares shall be entitled to one vote for each share of Common Shares held at all meetings of the Company’s shareholders . Holders of Common Shares are entitled to receive dividends, if and when declared by the Company, and to receive the remaining property of the Company upon dissolution. On February 2, 2022, the Company issued 196,400 Common Shares of First Person at a price of $ 5.00 per share for aggregate gross proceeds of $ 982,000 . On March 4, 2022, the Company issued 178,100 Common Shares of First Person at a price of $ 5.00 per share for aggregate gross proceeds of $ 890,500 . In addition, the Company issued 10,000 Common Shares of First Person for the conversion of accounts payable in the amount of $ 50,000 On April 20, 2022, the Company issued 162,600 813,000 On April 21, 2022, the Company effected a consolidation (the “Consolidation”) of all outstanding Common Shares, as approved by the Company’s shareholders at a meeting of the shareholders held on December 15, 2021, with a consolidation ratio of one post-Consolidation Common Share for every ten pre-Consolidation Common Shares outstanding prior to the effective date of the Consolidation. As a result of the Consolidation, each ten pre-Consolidation Common Shares outstanding prior to the effective date of the Consolidation were automatically consolidated into one post-Consolidation Common Share without any action on the part of the holders, and the number of outstanding Common Shares was reduced from 63,513,530 6,351,354 | 10. SHAREHOLDERS’ EQUITY Preferred Shares no Preferred Share Dividends no Preferred Share Liquidation Preferred Share Voting Rights No holder of Preferred Shares shall be entitled to vote on any matter submitted to a vote of shareholders Common Shares 5,804,254 Common Shares issued and outstanding. Common Voting Rights Each shareholder of Common Shares shall be entitled to one vote for each share of Common Shares held at all meetings of the Company’s shareholders |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
SHARE-BASED PAYMENTS | 12. SHARE-BASED PAYMENTS Equity Incentive Plan The maximum number of Common Shares reserved for issuance under the Plan shall not exceed 10 Time Options generally vest based on three years of continuous service and have five-year contractual terms For grants for which vesting is deemed probable, the Company recognizes stock-based compensation expense pro-rata over the vesting period for each non-employee option agreement. The Company accounts for any forfeitures of options when they occur. In addition, previously recognized stock-based compensation expense for a non-vested award is reversed in the period that the award is forfeited. On March 22, 2022, the Company adopted a long term incentive plan (“LTIP”), pursuant to which the Board of Directors may, from time to time, create and issue incentive stock options to directors, officers, employees, and consultants of the Company. Time Options 140,000 5.00 As of September 30, 2022, 155,000 Time Options had vested under the Plan. The Company estimated the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model based on the following weighted average assumptions applied: SCHEDULE OF VALUATION ASSUMPTIONS Nine months ended September 30, 2022 Period ended September 30, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 years 2.5 3.5 Expected average stock price volatility 183.1 % 106.8% - 120.9 % Expected dividend yield 0.00 % 0.00 % Weighted average grant-date fair value of stock options $ 4.58 $ 1.36 1.87 A summary of option activity for the nine months ended September 30, 2022 is presented below. There was no option activity for the period ended September 30, 2021. SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 Granted 140,000 5.00 - Exercised - - - - Forfeited - - - - Expired - - Balance, September 30, 2022 615,000 $ 2.59 3.86 $ 1,480,457 A summary of unvested options for the nine months ended September 30, 2022, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested balance, December 31, 2021 292,500 $ 1.80 Granted 140,000 5.00 Vested (155,000 ) 1.76 Forfeited or expired - - Exercised - - Unvested balance, September 30, 2022 277,500 $ 3.44 The Company recognized $ 369,914 346,822 of non-employee share-based compensation expense for the nine months ended September 30, 2022, which is included in selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of September 30, 2022, $ 704,037 | 11. SHARE-BASED PAYMENTS Equity Incentive Plan The maximum number of Common Shares reserved for issuance under the Plan shall not exceed 10 Time Options generally vest based on three years of continuous service and have five-year contractual terms For grants for which vesting is deemed probable, the Company recognizes stock-based compensation expense pro-rata over the vesting period for each non-employee option agreement. The Company accounts for any forfeitures of options when they occur. In addition, previously recognized stock-based compensation expense for a non-vested award is reversed in the period that the award is forfeited. Time Options 395,000 Time Options to eleven employees, advisory board members, and members of management. On May 24, 2021, the Company issued 10,000 Time Options to an advisory board member. On July 28, 2021, the Company issued 10,000 Time Options to an advisory board member. On September 27, 2021, the Company issued 100,000 Time Options to six employees and members of management. As of December 31, 2021, 195,833 Time Options had vested under the Plan. During the period from January 21, 2021 (date of inception) through December 31, 2021, there were no other options or other share awards granted. The Company estimated the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model based on the following weighted average assumptions applied during the period from January 21, 2021 (date of inception) through December 31, 2021: SCHEDULE OF VALUATION ASSUMPTIONS Non-employee Risk-free interest rate 0.09 0.56 % Expected term 3.0 3.5 Expected average stock price volatility 106.83 120.94 % Expected dividend yield 0.00 % Weighted average grant-date fair value of stock options $ 1.70 A summary of nonemployee option activity as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, January 21, 2021 - $ - - - Granted 515,000 1.90 - - Exercised - - - - Forfeited (26,667 ) 1.60 - - Expired (13,333 ) 1.60 Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 A summary of unvested nonemployee options as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of January 21, 2021 - $ - Granted 515,000 1.70 Vested (195,833 ) 1.70 Forfeited or expired (26,667 ) 1.80 Exercised - - Unvested as of December 31, 2021 292,500 $ 1.80 The Company recognized $ 355,334 496,786 Warrants 1,001,242 Units of First Person at a price of CAD$ 3.50 per Unit for aggregate gross proceeds of CAD$ 3,504,346 . Each Unit consists of one Common Share and one half of one Warrant . The issuance resulted in 500,620 Warrants. Each Warrant entitles the holder to acquire one Common Share upon payment of the exercise price prior to the expiration time . These Warrants are treated as freestanding warrants and are classified as equity and are measured based on relative fair values of the base instrument. The warrants are not remeasured subsequently. The Company used the following approximate assumptions in connection with its estimation of fair value of Warrants: SCHEDULE OF VALUATION ASSUMPTIONS For the Year Ended December 31, 2021 Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 % A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2021 is presented below: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, January 21, 2021 - $ - - Issued 500,620 4.0 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 1.7 |
INCOME TAXES
INCOME TAXES | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Pre-tax book losses for foreign (Canada) and domestic (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS For the period from January 21, 2021 (date of inception) through December 31, 2021 Domestic $ 1,625,589 Foreign 1,295,736 The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES For the period from January 21, 2021 (date of inception) through December 31, 2021 Current: Federal $ - State - Foreign - Total current - Deferred: Federal - State - Foreign - Total deferred - Provision for income taxes $ - Deferred income taxes are to be recognized on the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities. The reconciliation of the expected federal statutory income tax rate to the effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE For the period from January 21, 2021 (date of inception) through December 31, 2021 Statutory income tax rate 23.00 % Entertainment (0.03 )% U.S. federal rate differential (1.11 )% Valuation allowance (19.06 )% Stock-based compensation (2.80 )% Total 0.00 % In 2021, the Canadian corporate statutory rate of 23 The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of December 31, 2021 Deferred tax assets: Start-up costs $ 228,309 Net operating loss 329,133 Total deferred tax assets 557,442 Deferred tax liabilities: Federal effect of State DTA - Total deferred tax liabilities: - Less: valuation allowance (557,442 ) Net deferred taxes $ - As of December 31, 2021, $ 534,091 943,365 The federal net operating losses will carryforward indefinitely the foreign net operating losses will expire in 2041 The Company may recognize the tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As of December 31, 2021, the Company did not identify any uncertain tax positions that have a more likely than not chance of not being sustained upon examination by the tax authorities. The Company has a December 31 tax year-end. The federal, state and foreign income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS As of December 31, 2021, the Company had $ 0 50,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from September 30, 2022, through the date that these consolidated financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements, except as described below. On October 8, 2022, the Company entered into a revenue purchase agreement whereby Pearl Beta Funding, LLC (“Pearl”) provided the Company with cash proceeds of $ 245,000 8,208 10 328,300 The Company shall use the proceeds of the revenue purchase agreement for the operation of its business, including working capital and general corporate purposes. On January 3, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 764,130 764,124 703,000 On January 9, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 616,304 616,303 567,000 On January 10, 2023, the Company paid $ 35,000 37,867.51 On February 6, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 368,543 368,543 339,060 | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from January 1, 2022, through the date that the consolidated financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements, except as described below. On December 15, 2021, the shareholders of the Company authorized the filing of articles of amendment to consolidate the issued and outstanding common shares of the Company within the range of one Common Share for every two to twelve Common Shares that are outstanding, which is expected to be effective in February 2022. On February 2, 2022, the Company issued 196,400 Common Shares for gross proceeds of $ 982,000 . On February 15, 2022, the Company completed the acquisition of 100 750,000 130,000 70,000 550,000 On March 4, 2022, the Company issued 188,100 Common Shares for gross proceeds of $ 940,500 . On April 14, 2022, we granted options to purchase a total of 140,000 5.00 On April 20, 2022, the Company issued 162,600 813,000 On April 21, 2022, the Company effected a consolidation (the “Consolidation”) of all outstanding Common Shares, as approved by the Company’s shareholders at a meeting of the shareholders held on December 15, 2021, with a consolidation ratio of one post-Consolidation Common Share for every ten pre-Consolidation Common Shares outstanding prior to the effective date of the Consolidation. As a result of the Consolidation, every ten pre-Consolidation Common Shares outstanding prior to the effective date of the Consolidation were automatically consolidated into one post-Consolidation Common Share without any action on the part of the holders, and the number of outstanding Common Shares was reduced from 63,513,530 6,351,354 6,150,000 Common Shares issuable upon the exercise of outstanding options, of which 3,650,000 had an exercise price of CAD$ 0.20 per Common Share, 1,100,000 had an exercise price of CAD$ 0.35 per Common Share, and 1,400,000 have an exercise price of $ 0.50 per Common Share; immediately following the Consolidation, there were up to 615,000 Common Shares issuable upon the exercise of outstanding options under the Incentive Plan, of which 365,000 have an exercise price of CAD$ 2.00 per Common Share, 110,000 have an exercise price of CAD$ 3.50 per Common Share, and 140,000 have an exercise price of $ 5.00 per Common Share. 5,006,204 0.50 500,620 5.00 |
LOANS AND NOTE PAYABLE
LOANS AND NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LOANS AND NOTE PAYABLE | 9. LOANS AND NOTE PAYABLE Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: (Unaudited) September 30, 2022 December 31, Line of credit $ 183,833 $ - Merchant loan 184,527 - TruMed acquisition note payable (Note 1) 70,646 - Loans and note payable, net $ 439,006 $ - On August 8, 2022, the Company entered into a line of credit agreement (“line of credit”) for a maximum draw amount of $ 200,000 200,000 3 1.93 183,833 On August 8, 2022, the Company entered into a merchant loan agreement with WebBank (“merchant loan”), on behalf of Shopify Inc., for proceeds of $ 250,000 282,500 32,500 184,527 The Company shall use the proceeds of the line of credit and the merchant loan agreement for the operation of its business, including working capital and general corporate purposes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Method of Accounting | Method of Accounting | |
Principles of Consolidation | Principles of Consolidation | |
Foreign Currency | Foreign Currency Foreign Currency Matters 28,146 35,998 | |
Use of Estimates | Use of Estimates | |
Cash and Cash Equivalents | Cash and Cash Equivalents no | |
Inventory | Inventory | |
Financial Instruments and Concentrations of Business and Credit Risk | Financial Instruments and Concentrations of Business and Credit Risk The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. | |
Property and Equipment | Property and Equipment five years Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation or amortization applicable to assets retired are removed from the accounts and the gain or loss on disposition, if any, is recognized in the accompanying consolidated statement of operations and comprehensive loss. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Property, Plant, and Equipment No | |
Website Development Costs | Website Development Costs Accounting for Website Development Costs | |
Advertising | Advertising 24,337 | |
Income Taxes | Income Taxes INC accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Uncertainty in Income Taxes INC is a Delaware C corporation and is subject to taxation and files income tax returns in the United States. Since inception, INC tax returns are subject to examination by taxing authorities, and no examinations are currently pending. As of December 31, 2021, INC does not have any unrecognized tax benefits. INC does not anticipate any material changes to its unrecognized tax benefits within the next twelve months. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company is evaluating the impact of the Consolidated Appropriations Act on its consolidated financial statements and related disclosures. | |
Lease Accounting | Lease Accounting Leases (Topic 842) Under ASC 842, the Company determines if an arrangement is a lease at inception. If an arrangement contains a lease, an operating or finance ROU asset and obligation are recognized at the commencement date based on the present value of lease payments over the lease term. That ROU asset and obligation represent the Company’s right to use an underlying asset for the lease term and the Company’s obligation to make lease payments arising from the lease, respectively. The ROU asset recorded includes any prepaid lease payments made and excludes lease incentives received. The Company’s lease terms include options to extend the lease for a total of two renewal periods with each term being two years which may be exercised by giving written notice to lessor no less than sixty days prior to the expiration of the current lease or renewal period. The lease renewal terms were recognized as part of the Company’s ROU assets and lease liabilities Lease expense for lease payments and amortization expense for the ROU assets are recognized on a straight-line basis over the lease term and are included in selling, general and administrative expenses in the accompanying statement of operations and comprehensive loss. There was no impact of adopting FASB ASC 842 on the accompanying statements of changes in shareholders’ equity as of January 21, 2021 (date of inception). One of the Company’s office leases commenced on April 15, 2021, for which the Company recognized ROU assets and lease liabilities in the amount of $ 172,974 | |
Share-based Compensation | Share-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation, Revenue from Contracts with Customers | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue consists exclusively of its direct-to-consumer sales of cognitive supplements sold primarily throughout the United States. In order to recognize revenue under FASB Accounting Standards Update (ASU) 2014-09, the Company applies the following five steps: ● Identification of customer contracts; ● Identification of the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; ● Determination of the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; ● Allocation of the transaction price to the performance obligation(s) in the contract; and ● Recognition of revenue when or as the Company satisfies the performance obligation(s). The Company’s contracts with customers for the cognitive supplements and other related products consist of single performance obligations. The performance obligation in a contract is determined based on each individual order and the respective quantities shipped, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control when the product is shipped to the customer. The amount of revenue recognized is reduced for estimated returns and other customer credits, such as discounts and rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets the Company serves. Revenue received from shipping and handling fees is reflected in net sales. The Company has elected to classify shipping and handling costs in selling, general and administrative expenses and recognizes them as incurred or at the time revenue is recognized for the related goods. The Company has also elected to recognize revenue net of sales taxes and similar taxes that are imposed on and concurrent with revenue producing activities. The Company has elected to use the practical expedient for significant financing components allowed under ASU 2014-09, such that if the period between revenue recognition and cash receipt for a particular contract is expected to be a year or less, no interest income is recognized and the full amount of revenue appropriate under the contract is recognized at the time the performance obligation is met. | Revenue Recognition Revenue from Contracts with Customers, |
Impact of Coronavirus | Impact of Coronavirus | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities | Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The unaudited interim condensed consolidated balance sheet as of September 30, 2022, the unaudited interim condensed consolidated statements of operations and comprehensive loss, the unaudited interim condensed consolidated statements of changes in shareholders’ equity, and the unaudited interim condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and the period from January 21, 2021, through September 30, 2021 (“period ended September 30, 2021”), as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes for the year ended December 31, 2021. The interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. These financial statements are presented in United States Dollars (“USD”), which is both the Company’s functional and reporting currency. The Company’s significant accounting policies are described in Note 3 to the Company’s consolidated financial statements as of December 31, 2021. There have been no material changes to the Company’s significant accounting policies, except that the Company implemented the revenue recognition policies below as it has begun generating revenue. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | A summary of inventories is as follows: SCHEDULE OF INVENTORY $ $ As of: (Unaudited) September 30, 2022 December 31, 2021 Raw materials $ 135,740 $ 97,636 Work in process - - Finished goods 1,001,129 - Inventory $ 1,136,869 $ 97,636 | A summary of inventories is as follows: SCHEDULE OF INVENTORY As of December 31, 2021 Raw materials $ 97,636 Work in process - Finished goods - Inventories, at cost $ 97,636 Less: reserve for obsolescence - Inventories, net 97,636 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | ||
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS $ $ As of: (Unaudited) September 30, 2022 December 31, 2021 Prepaid expenses and deposits $ 79,890 $ 304,127 Prepaid expenses, other - 2,569 Prepaid expenses, production deposit - 188,385 Prepaid expenses, rent deposit - 15,125 Other current assets - 29,386 Prepaid expenses and other current assets $ 79,890 $ 539,592 | Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 Prepaid expenses & deposits $ 304,127 Prepaid expenses, other 2,569 Prepaid expenses, production deposit 188,385 Prepaid expenses, rent deposit 15,125 Other current assets 29,386 Prepaid expenses and other current assets $ 539,592 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of: (Unaudited) September 30, 2022 December 31, 2021 Facility $ 576,309 $ - Equipment 398,118 - Computer equipment 10,746 10,962 Property and equipment, gross Less: accumulated depreciation (2,944 ) (1,367 ) Property and equipment, net $ 982,229 $ 9,595 | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of December 31, 2021 Computer equipment $ 10,962 Less: accumulated depreciation (1,367 ) Property and equipment, net $ 9,595 |
CONSTRUCTION-IN-PROGRESS (Table
CONSTRUCTION-IN-PROGRESS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Construction In Progress | ||
SCHEDULE OF CONSTRUCTION IN PROGRESS | Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS (Unaudited) As of: September 30, 2022 December 31, 2021 Greenhouse costs $ - $ 452,405 | Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS As of December 31, 2021 Greenhouse costs $ 452,405 Construction-in-progress $ 452,405 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS (Unaudited) As of: September 30, 2022 December 31, 2021 Website development costs $ 177,133 $ 189,956 Less: accumulated amortization (30,894 ) - Intangible assets, net $ 146,239 $ 189,956 | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of December 31, 2021 Website development costs $ 189,956 Less: accumulated amortization - Intangible assets $ 189,956 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMPONENTS OF LEASE EXPENSE | For the nine months ended September 30, 2022 and the period ended September 30, 2021, the components of lease expenses were recognized as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. The lease payments were paid in cash. COMPONENTS OF LEASE EXPENSE (Unaudited) Nine Months Ended September 30, 2022 (Unaudited) Period Ended September Operating lease costs $ 32,319 $ 17,055 | For the period from January 21, 2021 (date of inception) through December 31, 2021, the components of lease expenses were as follows: COMPONENTS OF LEASE EXPENSE Lease cost Consolidated Statement of Operations and Comprehensive Loss Classification Amount Operating lease costs Selling, general and administrative $ 25,424 Total $ 25,424 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amount included in the measurement of lease liabilities Amount as of Operating cash flows from operating leases $ 25,424 | |
SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS | The future maturities of the contractual lease payments included in the operating lease liabilities as of September 30, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS As of September 30, 2022: Total Remainder of 2022 $ 9,534 2023 38,136 2024 38,136 2025 38,136 2026 38,136 Thereafter 9,534 Total 171,612 Less: amount representing interest (30,694 ) Total $ 140,918 | The future maturities of the contractual lease payments included in the operating lease liabilities as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS Years Ending December 31: Total 2022 $ 38,136 2023 38,136 2024 38,136 2025 38,136 2026 38,136 Thereafter 12,712 Total 203,392 Less: amount representing interest (44,941 ) Total $ 158,451 |
SHARE-BASED PAYMENTS (Tables)
SHARE-BASED PAYMENTS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SCHEDULE OF VALUATION ASSUMPTIONS | The Company estimated the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model based on the following weighted average assumptions applied: SCHEDULE OF VALUATION ASSUMPTIONS Nine months ended September 30, 2022 Period ended September 30, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 years 2.5 3.5 Expected average stock price volatility 183.1 % 106.8% - 120.9 % Expected dividend yield 0.00 % 0.00 % Weighted average grant-date fair value of stock options $ 4.58 $ 1.36 1.87 | The Company estimated the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model based on the following weighted average assumptions applied during the period from January 21, 2021 (date of inception) through December 31, 2021: SCHEDULE OF VALUATION ASSUMPTIONS Non-employee Risk-free interest rate 0.09 0.56 % Expected term 3.0 3.5 Expected average stock price volatility 106.83 120.94 % Expected dividend yield 0.00 % Weighted average grant-date fair value of stock options $ 1.70 |
SUMMARY OF NONEMPLOYEE OPTION ACTIVITY | A summary of option activity for the nine months ended September 30, 2022 is presented below. There was no option activity for the period ended September 30, 2021. SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 Granted 140,000 5.00 - Exercised - - - - Forfeited - - - - Expired - - Balance, September 30, 2022 615,000 $ 2.59 3.86 $ 1,480,457 | A summary of nonemployee option activity as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, January 21, 2021 - $ - - - Granted 515,000 1.90 - - Exercised - - - - Forfeited (26,667 ) 1.60 - - Expired (13,333 ) 1.60 Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 |
SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS | A summary of unvested options for the nine months ended September 30, 2022, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested balance, December 31, 2021 292,500 $ 1.80 Granted 140,000 5.00 Vested (155,000 ) 1.76 Forfeited or expired - - Exercised - - Unvested balance, September 30, 2022 277,500 $ 3.44 | A summary of unvested nonemployee options as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of January 21, 2021 - $ - Granted 515,000 1.70 Vested (195,833 ) 1.70 Forfeited or expired (26,667 ) 1.80 Exercised - - Unvested as of December 31, 2021 292,500 $ 1.80 |
SUMMARY OF WARRANT ACTIVITY | A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2021 is presented below: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, January 21, 2021 - $ - - Issued 500,620 4.0 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 1.7 | |
Warrant [Member] | ||
SCHEDULE OF VALUATION ASSUMPTIONS | The Company used the following approximate assumptions in connection with its estimation of fair value of Warrants: SCHEDULE OF VALUATION ASSUMPTIONS For the Year Ended December 31, 2021 Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS | Pre-tax book losses for foreign (Canada) and domestic (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS For the period from January 21, 2021 (date of inception) through December 31, 2021 Domestic $ 1,625,589 Foreign 1,295,736 |
SCHEDULE OF PROVISION FOR INCOME TAXES | The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES For the period from January 21, 2021 (date of inception) through December 31, 2021 Current: Federal $ - State - Foreign - Total current - Deferred: Federal - State - Foreign - Total deferred - Provision for income taxes $ - |
SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE | The reconciliation of the expected federal statutory income tax rate to the effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE For the period from January 21, 2021 (date of inception) through December 31, 2021 Statutory income tax rate 23.00 % Entertainment (0.03 )% U.S. federal rate differential (1.11 )% Valuation allowance (19.06 )% Stock-based compensation (2.80 )% Total 0.00 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of December 31, 2021 Deferred tax assets: Start-up costs $ 228,309 Net operating loss 329,133 Total deferred tax assets 557,442 Deferred tax liabilities: Federal effect of State DTA - Total deferred tax liabilities: - Less: valuation allowance (557,442 ) Net deferred taxes $ - |
LOANS AND NOTE PAYABLE (Tables)
LOANS AND NOTE PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOANS AND NOTES PAYABLE | Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: (Unaudited) September 30, 2022 December 31, Line of credit $ 183,833 $ - Merchant loan 184,527 - TruMed acquisition note payable (Note 1) 70,646 - Loans and note payable, net $ 439,006 $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||||||||||||
Feb. 15, 2022 USD ($) | Jul. 14, 2021 USD ($) | Jul. 14, 2021 CAD ($) $ / shares shares | Mar. 04, 2021 USD ($) | Mar. 04, 2021 CAD ($) $ / shares shares | Feb. 17, 2021 USD ($) shares | Feb. 17, 2021 CAD ($) $ / shares shares | Feb. 03, 2021 CAD ($) shares | Jan. 22, 2021 $ / shares shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Apr. 20, 2022 shares | Mar. 04, 2022 $ / shares shares | Feb. 02, 2022 $ / shares shares | Jan. 21, 2021 $ / shares shares | Jan. 21, 2021 $ / shares shares | |
Date of incorporation | Jan. 22, 2021 | Jan. 22, 2021 | |||||||||||||||
Revenues | $ | $ 2,359,507 | ||||||||||||||||
Share price | (per share) | $ 3.50 | $ 5 | $ 5 | $ 0.05 | $ 0.05 | ||||||||||||
Number of shares issued | 1,001,242 | 162,600 | 178,100 | 196,400 | |||||||||||||
Business acquisition, total consideration | $ 359,505 | $ 455,000 | |||||||||||||||
Shares, new issues | 1,003,012 | ||||||||||||||||
Proceeds from issuance of debt | $ 2,781,593 | $ 3,504,346 | |||||||||||||||
Cash consideration | $ | $ 114,000 | ||||||||||||||||
TruMed Limited [Member] | |||||||||||||||||
Business acquisition, total consideration | $ | $ 750,000 | ||||||||||||||||
Ownership percentage | 100% | ||||||||||||||||
Cash consideration | $ | $ 130,000 | ||||||||||||||||
Business acquisition contingent liabilities | $ | 550,000 | ||||||||||||||||
Acquired asset | $ | 197,562 | ||||||||||||||||
TruMed Limited [Member] | Promissory Note [Member] | |||||||||||||||||
Busienss acquisition liabilities incurred | $ | $ 70,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Share price | $ / shares | $ 2 | ||||||||||||||||
Number of shares issued | 1,003,012 | 1,000,000 | 0.2 | 0.2 | |||||||||||||
Business acquisition, total consideration | $ | $ 162,500 | ||||||||||||||||
Shares, new issues | 1,003,012 | 196,400 | 1,003,012 | ||||||||||||||
Proceeds from issuance of debt | $ 1,616,838 | $ 2,006,022 | |||||||||||||||
Common Stock [Member] | Purchase Agreements [Member] | |||||||||||||||||
Number of shares for common stock | 9,000,000 | ||||||||||||||||
Purchase price per share | $ / shares | $ 0.00001 | ||||||||||||||||
Cash price | $ / shares | $ 22.50 | ||||||||||||||||
Common Stock [Member] | Plan of Merger [Member] | |||||||||||||||||
Business acquisition, total consideration | $ | $ 1 | ||||||||||||||||
Common stock shares subscribed | 100 | ||||||||||||||||
Shares, conversion of units | 0.31111112 | 0.31111112 | |||||||||||||||
Shares, new issues | 2,800,000 | 2,800,000 | |||||||||||||||
Common Stock [Member] | Plan of Merger [Member] | First Shares [Member] | |||||||||||||||||
Share price | $ / shares | $ 0.05 | ||||||||||||||||
Shares, new issues | 700,000 | 700,000 | |||||||||||||||
Common Stock [Member] | Plan of Merger [Member] | Next Shares [Member] | |||||||||||||||||
Share price | $ / shares | $ 0.20 | ||||||||||||||||
Shares, new issues | 2,100,000 | 2,100,000 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Share price | $ / shares | $ 3.50 | ||||||||||||||||
Number of shares issued | 500,620 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 11 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2022 | Apr. 15, 2021 | |
Gain from foreign currency transactions realized | $ 28,146 | ||
Lossed from foreign currency transactions unrealized | 35,998 | ||
Cash equivalents | $ 0 | ||
Property and equipment estimated useful life | 5 years | ||
Impairment of long-lived assets | $ 0 | ||
Lease option to extend | The Company’s lease terms include options to extend the lease for a total of two renewal periods with each term being two years which may be exercised by giving written notice to lessor no less than sixty days prior to the expiration of the current lease or renewal period. The lease renewal terms were recognized as part of the Company’s ROU assets and lease liabilities | ||
Right of use asset | $ 158,451 | $ 140,918 | $ 172,974 |
Lease liability | 158,451 | $ 140,918 | $ 172,974 |
Selling, General and Administrative Expenses [Member] | |||
Advertising expenses | $ 24,337 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 135,740 | $ 97,636 |
Work in process | ||
Finished goods | 1,001,129 | |
Inventory | 1,136,869 | 97,636 |
Less: reserve for obsolescence | ||
Inventories, net | $ 1,136,869 | $ 97,636 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses and deposits | $ 79,890 | $ 304,127 |
Prepaid expenses, other | 2,569 | |
Prepaid expenses, production deposit | 188,385 | |
Prepaid expenses, rent deposit | 15,125 | |
Other current assets | 29,386 | |
Prepaid expenses and other current assets | $ 79,890 | $ 539,592 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (2,944) | $ (1,367) |
Property and equipment, net | 982,229 | 9,595 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,746 | 10,962 |
Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 576,309 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 398,118 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 827 | $ 34,674 | $ 1,378 |
Depreciations | $ 1,643 | $ 827 |
SCHEDULE OF CONSTRUCTION IN PRO
SCHEDULE OF CONSTRUCTION IN PROGRESS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Construction In Progress | ||
Greenhouse costs | $ 452,405 | |
Construction-in-progress | $ 452,405 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Website development costs | $ 177,133 | $ 189,956 |
Less: accumulated amortization | (30,894) | |
Intangible assets, net | $ 146,239 | $ 189,956 |
COMPONENTS OF LEASE EXPENSE (De
COMPONENTS OF LEASE EXPENSE (Details) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease costs | $ 17,055 | $ 32,319 | $ 25,424 |
Total | $ 25,424 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows from operating leases | $ 25,424 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 15, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
Year I | $ 9,534 | $ 38,136 | |
Year II | 38,136 | 38,136 | |
Year III | 38,136 | 38,136 | |
Year IV | 38,136 | 38,136 | |
Year V | 38,136 | 38,136 | |
Thereafter | 9,534 | 12,712 | |
Total | 171,612 | 203,392 | |
Less: amount representing interest | (30,694) | (44,941) | |
Total | $ 140,918 | $ 158,451 | $ 172,974 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term | 5 years | 5 years 3 months |
Weighted average discounting rate | 10% | 10% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | 9 Months Ended | 11 Months Ended | |||||||
Apr. 20, 2022 USD ($) shares | Mar. 04, 2022 USD ($) $ / shares shares | Feb. 02, 2022 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 21, 2022 shares | Jul. 14, 2021 $ / shares shares | Jan. 21, 2021 $ / shares | Jan. 21, 2021 $ / shares | |
Equity [Abstract] | |||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Undeclared accumulated preferred share dividends | $ / shares | $ 0 | $ 0 | |||||||
Preferred stock voting rights | No holder of Preferred Shares shall be entitled to vote on any matter submitted to a vote of shareholders | No holder of Preferred Shares shall be entitled to vote on any matter submitted to a vote of shareholders | |||||||
Common stock, shares outstanding | 63,513,530 | 6,351,354 | 5,804,254 | 6,351,354 | |||||
Common stock, shares issued | 6,351,354 | 5,804,254 | |||||||
Common stock voting rights | Each shareholder of Common Shares shall be entitled to one vote for each share of Common Shares held at all meetings of the Company’s shareholders | Each shareholder of Common Shares shall be entitled to one vote for each share of Common Shares held at all meetings of the Company’s shareholders | |||||||
Shares issued | 162,600 | 178,100 | 196,400 | 1,001,242 | |||||
Share price | (per share) | $ 5 | $ 5 | $ 3.50 | $ 0.05 | $ 0.05 | ||||
Proceeds from issuance of common stock | $ | $ 813,000 | $ 890,500 | $ 982,000 | $ 1,478,582 | |||||
Debt conversion, shares issued | 10,000 | ||||||||
Debt conversion, shares issued, amount | $ | $ 50,000 |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS (Details) - $ / shares | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 2 years | ||
Expected dividends | 0% | ||
Expected volatility | 91.05% | ||
Risk free interest rate | 0.23% | ||
Non-Employee [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk free interest rate, minimum | 0.09% | 0.09% | |
Risk free interest rate, maximum | 0.56% | 0.56% | |
Expected term (years) | 3 years 6 months | ||
Expected volatility rate, minimum | 106.80% | 106.83% | |
Expected volatility rate, maximum | 120.90% | 120.94% | |
Expected dividends | 0% | 0% | 0% |
Weighted average grant-date fair value of stock options | $ 4.58 | $ 1.70 | |
Expected volatility | 183.10% | ||
Risk free interest rate | 2.67% | ||
Non-Employee [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 2 years 6 months | 3 years | |
Weighted average grant-date fair value of stock options | $ 1.36 | ||
Non-Employee [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 3 years 6 months | 3 years 6 months | |
Weighted average grant-date fair value of stock options | $ 1.87 |
SUMMARY OF NONEMPLOYEE OPTION A
SUMMARY OF NONEMPLOYEE OPTION ACTIVITY (Details) - Non-Employee [Member] - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of Options, Beginning balance | 475,000 | ||
Weighted Average Exercise Price, Beginning balance | $ 1.90 | ||
Intrinsic Value, Beginning balance | $ 288,788 | ||
Number of Options, Granted | 140,000 | 515,000 | |
Weighted Average Exercise Price, Granted | $ 5 | $ 1.90 | |
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageRemainingContractualTerm] | |||
Intrinsic Value, Granted | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Intrinsic Value, Exercised | |||
Number of Options, Forfeited | (26,667) | ||
Weighted Average Exercise Price, Forfeited | $ 1.60 | ||
Intrinsic Value, Forfeited | |||
Number of Options, Expired | (13,333) | ||
Weighted Average Exercise Price, Expired | $ 1.60 | ||
Number of Options, Ending balance | 615,000 | 475,000 | 475,000 |
Weighted Average Exercise Price, Ending balance | $ 2.59 | $ 1.90 | $ 1.90 |
Weighted Average Remaining Contractual Term (in Years), Beginning | 3 years 10 months 9 days | 4 years 4 months 28 days | 4 years 4 months 28 days |
Intrinsic Value, Ending balance | $ 1,480,457 | $ 288,788 | $ 288,788 |
SUMMARY OF UNVESTED NONEMPLOYEE
SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS (Details) - Non-Employee [Member] - $ / shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of Options Unvested, Beginning balance | 292,500 | |
Weighted Average Grant Date Fair Value, Beginning balance | $ 1.80 | |
Number of Options Unvested, Granted | 140,000 | 515,000 |
Weighted Average Grant Date Fair Value, Granted | $ 5 | $ 1.70 |
Number of Options Unvested, Vested | (155,000) | (195,833) |
Weighted Average Grant Date Fair Value, Vested | $ 1.76 | $ 1.70 |
Number of Options Unvested, Forfeited or expired | (26,667) | |
Weighted Average Grant Date Fair Value, Forfeited or expired | $ 1.80 | |
Number of Options Unvested, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of Options Unvested, Ending balance | 277,500 | 292,500 |
Weighted Average Grant Date Fair Value, Ending balance | $ 3.44 | $ 1.80 |
Number of Options Unvested, Vested | 155,000 | 195,833 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] | 11 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Number of Warrants, Beginning balance | shares | |
Weighted Average Exercise Price, Beginning balance | $ / shares | |
Number of Warrants, Issued | shares | 500,620 |
Weighted Average Exercise Price, Issued | $ / shares | $ 4 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Forfeited or Expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Number of Warrants, Ending balance | shares | 500,620 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 4 |
Weighted Average Remaining Life (in Years) | 1 year 8 months 12 days |
SHARE-BASED PAYMENTS (Details N
SHARE-BASED PAYMENTS (Details Narrative) | 9 Months Ended | 11 Months Ended | |||||||||||||
Apr. 14, 2022 $ / shares shares | Sep. 27, 2021 shares | Jul. 14, 2021 CAD ($) shares | Jun. 28, 2021 shares | May 24, 2021 shares | Apr. 26, 2021 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Mar. 04, 2022 $ / shares | Feb. 02, 2022 $ / shares | Jul. 14, 2021 USD ($) | Jul. 14, 2021 $ / shares | Jan. 21, 2021 $ / shares | Jan. 21, 2021 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Maximum percentage of issued and outstanding shares | 10% | 10% | |||||||||||||
Share price | (per share) | $ 5 | $ 5 | $ 3.50 | $ 0.05 | $ 0.05 | ||||||||||
Warrant [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Issued in period | 1,001,242 | ||||||||||||||
Share price | $ / shares | $ 3.50 | ||||||||||||||
Proceeds from issuance of warrants | $ | $ 3,504,346 | ||||||||||||||
Exercise of warrants | Each Unit consists of one Common Share and one half of one Warrant | ||||||||||||||
Warrants and rights outstanding | $ | $ 500,620 | ||||||||||||||
Warrants call or exercise features | Each Warrant entitles the holder to acquire one Common Share upon payment of the exercise price prior to the expiration time | ||||||||||||||
Non-Employee [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Number of shares | 155,000 | 195,833 | |||||||||||||
Grants in period gross | 140,000 | 515,000 | |||||||||||||
Non-Employee [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation expense | $ | $ 369,914 | $ 346,822 | $ 355,334 | ||||||||||||
Time Options [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Vesting description | Time Options generally vest based on three years of continuous service and have five-year contractual terms | Time Options generally vest based on three years of continuous service and have five-year contractual terms | |||||||||||||
Number of shares | 155,000 | 195,833 | |||||||||||||
Grants in period gross | 0 | ||||||||||||||
Time Options [Member] | Incentive Plan [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share price | $ / shares | $ 5 | ||||||||||||||
Options granted | 140,000 | ||||||||||||||
Time Options [Member] | Eleven Employees, Advisory Board Members and Members of Management [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Issued in period | 395,000 | ||||||||||||||
Time Options [Member] | Advisory Board [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Issued in period | 10,000 | 10,000 | |||||||||||||
Time Options [Member] | Six Employees and Members of Management [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Issued in period | 100,000 | ||||||||||||||
Time Options [Member] | Non-Employee [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Unrecognized compensation expense | $ | $ 704,037 | $ 496,786 |
SCHEDULE OF PRE-TAX BOOK LOSSES
SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS (Details) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Domestic | $ 1,625,589 |
Foreign | $ 1,295,736 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | |||
State | |||
Foreign | |||
Total current | |||
Deferred: | |||
Federal | |||
State | |||
Foreign | |||
Total deferred | |||
Provision for income taxes |
SCHEDULE OF RECONCILIATION OF E
SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE (Details) | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Statutory income tax rate | 23% |
Entertainment | (0.03%) |
U.S. federal rate differential | (1.11%) |
Valuation allowance | (19.06%) |
Stock-based compensation | (2.80%) |
Total | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) | Dec. 31, 2021 USD ($) |
Deferred tax assets: | |
Start-up costs | $ 228,309 |
Net operating loss | 329,133 |
Total deferred tax assets | 557,442 |
Deferred tax liabilities: | |
Federal effect of State DTA | |
Total deferred tax liabilities: | |
Less: valuation allowance | (557,442) |
Net deferred taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Corporate statutory rate | 23% |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 534,091 |
Operating loss carryforward period | The federal net operating losses will carryforward indefinitely |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 943,365 |
Operating loss carryforward period | the foreign net operating losses will expire in 2041 |
CANADA | |
Operating Loss Carryforwards [Line Items] | |
Corporate statutory rate | 23% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Dec. 31, 2021 USD ($) |
Related Party Transactions [Abstract] | |
Due from/to related party | $ 0 |
Advances due from related parties | $ 50,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||||||||||||||||||
Jan. 10, 2023 USD ($) | Oct. 08, 2022 USD ($) | Apr. 21, 2022 $ / shares shares | Apr. 20, 2022 USD ($) shares | Apr. 14, 2022 $ / shares shares | Mar. 04, 2022 USD ($) $ / shares shares | Feb. 15, 2022 USD ($) | Feb. 02, 2022 USD ($) $ / shares shares | Jul. 14, 2021 USD ($) | Jul. 14, 2021 CAD ($) $ / shares | Mar. 04, 2021 USD ($) | Mar. 04, 2021 CAD ($) $ / shares | Feb. 17, 2021 USD ($) | Feb. 17, 2021 CAD ($) | Feb. 03, 2021 CAD ($) | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Feb. 06, 2023 USD ($) shares | Jan. 09, 2023 USD ($) shares | Jan. 03, 2023 USD ($) shares | Jan. 21, 2021 $ / shares | Jan. 21, 2021 $ / shares | |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Issuance Common Shares, net of issuance costs (Note 1), shares | 1,003,012 | ||||||||||||||||||||||
Proceeds from issuance of common shares | $ | $ 813,000 | $ 890,500 | $ 982,000 | $ 1,478,582 | |||||||||||||||||||
Acquisition aggregate consideration | $ 359,505 | $ 455,000 | |||||||||||||||||||||
Cash consideration | $ | $ 114,000 | ||||||||||||||||||||||
Share price | (per share) | $ 5 | $ 5 | $ 3.50 | $ 0.05 | $ 0.05 | ||||||||||||||||||
Common stock, shares outstanding | 6,351,354 | 63,513,530 | 6,351,354 | 5,804,254 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 2,781,593 | $ 3,504,346 | |||||||||||||||||||||
Amortization of Intangible Assets | $ | $ 0 | $ 33,031 | |||||||||||||||||||||
Revenue Purchase Agreements [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from Issuance of Debt | $ | $ 245,000 | ||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ | $ 8,208 | ||||||||||||||||||||||
Percentage of sales adjusted | 10% | ||||||||||||||||||||||
Repaid total amount | $ | $ 328,300 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Issuance Common Shares, net of issuance costs (Note 1), shares | 1,003,012 | 196,400 | 1,003,012 | ||||||||||||||||||||
Acquisition aggregate consideration | $ | $ 162,500 | ||||||||||||||||||||||
Share price | $ / shares | $ 2 | ||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 1,616,838 | $ 2,006,022 | |||||||||||||||||||||
Subsequent Event [Member] | Nonbrokered Private Placement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Aggregate principal amount | $ | $ 368,543 | $ 616,304 | $ 764,130 | ||||||||||||||||||||
Convertible preferred stock, shares | 368,543 | 616,303 | 764,124 | ||||||||||||||||||||
Gross proceeds | $ | $ 339,060 | $ 567,000 | $ 703,000 | ||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Aggregate principal amount | $ | $ 37,867.51 | ||||||||||||||||||||||
Paid partial payment of promissory note | $ | $ 35,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Prior Warrants [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Class of warrant or right outstanding | 5,006,204 | ||||||||||||||||||||||
Warrants excercise price | $ / shares | $ 0.50 | ||||||||||||||||||||||
Subsequent Event [Member] | Warrants [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Class of warrant or right outstanding | 500,620 | ||||||||||||||||||||||
Warrants excercise price | $ / shares | $ 5 | ||||||||||||||||||||||
Subsequent Event [Member] | Incentive Plan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options granted | 140,000 | ||||||||||||||||||||||
Share price | $ / shares | $ 5 | ||||||||||||||||||||||
Subsequent Event [Member] | TruMed Limited [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Percentage of outstanding shares acquired | 100% | ||||||||||||||||||||||
Acquisition aggregate consideration | $ | $ 750,000 | ||||||||||||||||||||||
Cash consideration | $ | 130,000 | ||||||||||||||||||||||
Consideration payable in promissory note | $ | 70,000 | ||||||||||||||||||||||
Acquisition contingent consideration payable | $ | $ 550,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Issuance Common Shares, net of issuance costs (Note 1), shares | 162,600 | 188,100 | 196,400 | ||||||||||||||||||||
Proceeds from issuance of common shares | $ | $ 813,000 | $ 940,500 | $ 982,000 | ||||||||||||||||||||
Common stock, shares outstanding | 6,351,354 | 63,513,530 | |||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Incentive Plan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Reserve for future issuance | 615,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Incentive Plan [Member] | CAD$2.00 Per Share [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options exercised | 365,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 2 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Incentive Plan [Member] | CAD$3.50 Per Share [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options exercised | 110,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 3.50 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Incentive Plan [Member] | CAD$5.00 Per Share [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options exercised | 140,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Prior Consolidation [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Reserve for future issuance | 6,150,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Prior Consolidation [Member] | CAD$0.20 Per Share [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options exercised | 3,650,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 0.20 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Prior Consolidation [Member] | CAD$0.35 Per Share [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options exercised | 1,100,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 0.35 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Prior Consolidation [Member] | CAD$0.50 Per Share [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options exercised | 1,400,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 0.50 |
SCHEDULE OF LOANS AND NOTES PAY
SCHEDULE OF LOANS AND NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Loans and note payable, net | $ 439,006 | |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loans and note payable, net | 183,833 | |
Merchant Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loans and note payable, net | 184,527 | |
TruMed Acquisition Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Loans and note payable, net | $ 70,646 |
LOANS AND NOTE PAYABLE (Details
LOANS AND NOTE PAYABLE (Details Narrative) - USD ($) | Aug. 08, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Line of credit initial drawn amount | $ 200,000 | ||
Line of credit fee percentange | 3% | ||
Line of credit interest rate | 1.93% | ||
Line of credit | $ 183,833 | ||
Carrying value of merchant loan | 439,006 | ||
Merchant Loan [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loans | $ 250,000 | ||
Repayments of loans | 282,500 | ||
Cost of borrowing | 32,500 | ||
Carrying value of merchant loan | $ 184,527 | ||
Celtic Bank Corporation [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit maximum draw amount | $ 200,000 |