Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 8 |
Entity Registrant Name | FIRST PERSON LTD. |
Entity Central Index Key | 0001900035 |
Entity Primary SIC Number | 2833 |
Entity Incorporation, State or Country Code | A0 |
Entity Address, Address Line One | 1840, 444 – 5th Ave |
Entity Address, Address Line Two | SW |
Entity Address, City or Town | 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, 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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 199,945 | $ 64,865 | $ 559,158 |
Accounts receivable, net | 46,994 | 55,063 | |
Other Receivables – Funds Held in Trust | |||
Inventory | 1,284,830 | 1,012,799 | 97,636 |
Prepaid expenses and other current assets | 213,888 | 238,467 | 539,592 |
Deferred offering cost | 1,370,826 | 889,189 | 297,437 |
Total current assets | 3,116,483 | 2,260,383 | 1,493,823 |
Property and equipment, net | 948,323 | 988,382 | 9,595 |
Construction-in-progress | 452,405 | ||
Deposits | 16,804 | 16,803 | 3,178 |
Intangible assets, net | 101,753 | 131,576 | 189,956 |
Operating lease right-of-use asset | 169,426 | 196,580 | 158,451 |
Total assets | 4,352,789 | 3,593,724 | 2,307,408 |
Current liabilities: | |||
Related party | 2,314,215 | 2,532,690 | 436,011 |
Accrued expenses and other current liabilities | 472,589 | 278,088 | 116,825 |
Lease liability, current portion | 70,910 | 78,626 | 36,449 |
Convertible debentures | 2,099,174 | ||
Loans and note payable | 780,131 | 1,097,742 | |
Total current liabilities | 5,737,019 | 3,987,145 | 589,285 |
Lease liability, net of current portion | 98,516 | 117,954 | 122,002 |
Total liabilities | 5,835,535 | 4,105,099 | 711,287 |
Commitments and contingencies (see Note 10) | |||
Shareholders’ equity (deficit) | |||
Preferred shares, no par value - unlimited authorized, 3,098,971 and 0 shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively | 969,136 | ||
Common shares, no par value - unlimited authorized, 6,351,354 shares issued and outstanding as of June 30, 2023, and December 31, 2022 | 7,081,261 | 7,081,261 | 4,357,943 |
Additional paid-in capital | 903,250 | 693,951 | 195,501 |
Accumulated deficit | (10,456,225) | (8,314,421) | (2,921,325) |
Accumulated other comprehensive loss | 19,833 | 27,834 | (35,998) |
Total shareholders’ equity (deficit) | (1,482,746) | (511,375) | 1,596,121 |
Total liabilities and shareholders’ equity (deficit) | 4,352,789 | 3,593,724 | $ 2,307,408 |
Related Party [Member] | |||
Current liabilities: | |||
Related party | $ 408,893 | $ 686,476 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited | Unlimited |
Common stock, shares outstanding | 6,351,354 | 6,351,354 | 5,804,254 |
Common stock, shares issued | 6,351,354 | 6,351,354 | 5,804,254 |
Preferred stock, par value | $ 0 | $ 0 | |
Preferred stock, shares authorized | Unlimited | Unlimited | |
Preferred stock, shares issued | 3,098,971 | 0 | |
Preferred stock, shares outstanding | 3,098,971 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 3,894,500 | $ 1,079,624 | $ 4,334,020 | |
Cost of Goods Sold | 1,128,364 | 364,736 | 1,406,371 | |
Gross Profit | 2,766,136 | 714,888 | 2,927,649 | |
Operating expenses: | ||||
Selling, general and administrative | 4,254,493 | 3,631,012 | 2,948,245 | 8,080,594 |
Depreciation and amortization | 86,153 | 17,451 | 1,378 | 51,592 |
Foreign currency transaction losses (gains) | (6,245) | (28,146) | 100,851 | |
Total operating expenses | 4,340,646 | 3,642,218 | 2,921,477 | 8,233,037 |
Loss from operations | (1,574,510) | (2,927,330) | (2,921,477) | (5,305,388) |
Other income (expense): | ||||
Net interest (expense) | (568,712) | |||
Net interest income | 1,418 | 178 | ||
Net interest income (expense) | 152 | (87,708) | ||
Total other income (expense) | (567,294) | 178 | 152 | (87,708) |
Loss before provision for income taxes | (2,141,804) | (2,927,152) | (2,921,325) | (5,393,096) |
Provision for income taxes | ||||
Net loss | (2,141,804) | (2,927,152) | (2,921,325) | (5,393,096) |
Other comprehensive loss, net of provision for income taxes: | ||||
Foreign currency translation gain (loss) | (8,001) | (10,856) | (35,998) | 63,832 |
Comprehensive loss | $ (2,149,805) | $ (2,938,008) | $ (2,957,323) | $ (5,329,264) |
Net Loss per Common Share | ||||
Net loss per common share - basic | $ (0.34) | $ (0.50) | $ (0.59) | $ (0.86) |
Net loss per common share - diluted | $ (0.34) | $ (0.50) | $ (0.59) | $ (0.86) |
Weighted Average Number of Common Shares Outstanding | ||||
Weighted average number of common shares outstanding - basic | 6,351,354 | 5,838,301 | 4,917,792 | 6,252,128 |
Weighted average number of common shares outstanding - diluted | 6,351,354 | 5,838,301 | 4,917,792 | 6,252,128 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Deficit) - 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, net of issuance costs | $ 1,478,582 | 1,478,582 | ||||
Issuance of Common Shares, net of issuance costs, shares | 1,003,012 | |||||
Foreign currency translation adjustment gain (loss), net of provision for income taxes | (35,998) | (35,998) | ||||
Share-based compensation related to grants of stock options | 355,334 | 355,334 | ||||
Net loss | (2,921,325) | (2,921,325) | ||||
Issuance of Common Shares, net of issuance costs | $ 90 | 90 | ||||
Issuance of Common Shares, net of issuance costs, 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 of Common Shares, net of issuance costs | $ 2,519,766 | 199,672 | 2,719,438 | |||
Issuance of Common Shares, net of issuance costs, shares | 1,001,242 | |||||
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 of Common Shares, net of issuance costs | $ 974,435 | 974,435 | ||||
Issuance of Common Shares, net of issuance costs, shares | 196,400 | |||||
Foreign currency translation adjustment gain (loss), net of provision for income taxes | (10,856) | (10,856) | ||||
Share-based compensation related to grants of stock options | 262,034 | 262,034 | ||||
Net loss | (2,927,152) | (2,927,152) | ||||
Issuance of Common Shares, net of issuance costs | $ 808,453 | 808,453 | ||||
Issuance of Common Shares, net of issuance costs, shares | 162,600 | |||||
Issuance of Common Shares, net of issuance costs | $ 890,430 | 890,430 | ||||
Issuance of Common Shares, net of issuance costs, shares | 178,100 | |||||
Issuance of Common Shares Accounts payable conversion | $ 50,000 | 50,000 | ||||
Issuance of Common Shares Accounts payable conversion, shares | 10,000 | |||||
Balance at Jun. 30, 2022 | $ 7,081,261 | 457,535 | (5,848,477) | (46,854) | 1,643,465 | |
Balance, shares at Jun. 30, 2022 | 6,351,354 | |||||
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 of Common Shares, net of issuance costs | $ 974,435 | 974,435 | ||||
Issuance of Common Shares, net of issuance costs, shares | 196,400 | |||||
Issuance of Common Shares, net of issuance costs | $ 890,430 | 890,430 | ||||
Issuance of Common Shares, net of issuance costs, shares | 178,100 | |||||
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 | |||||
Foreign currency translation adjustment gain (loss), net of provision for income taxes | 63,832 | 63,832 | ||||
Share-based compensation related to grants of stock options | 498,450 | 498,450 | ||||
Net loss | (5,393,096) | (5,393,096) | ||||
Balance at Dec. 31, 2022 | $ 7,081,261 | 693,951 | (8,314,421) | 27,834 | (511,375) | |
Balance, shares at Dec. 31, 2022 | 6,351,354 | |||||
Foreign currency translation adjustment gain (loss), net of provision for income taxes | (8,001) | (8,001) | ||||
Share-based compensation related to grants of stock options | 209,299 | 209,299 | ||||
Net loss | (2,141,804) | (2,141,804) | ||||
Issuance of Preferred Shares, net of issuance costs | $ 969,136 | 969,136 | ||||
Issuance of Preferred Shares, net of issuance costs, shares | 3,098,971 | |||||
Balance at Jun. 30, 2023 | $ 969,136 | $ 7,081,261 | $ 903,250 | $ (10,456,225) | $ 19,833 | $ (1,482,746) |
Balance, shares at Jun. 30, 2023 | 3,098,971 | 6,351,354 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Shareholders' Equity (Deficit) (Parenthetical) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Payments of stock issuance costs | $ 138,256 | $ 7,565 | ||
Payments of stock issuance costs one | $ 70 | 70 | ||
Payments of stock issuance costs, Two | $ 4,547 | $ 4,547 | ||
Unit issuance costs | $ 62,155 | |||
Shares issued | 162,600 | |||
Shares issues | 178,100 | |||
Accounts payable conversion - shares issued | 10,000 | |||
Preferred Stock [Member] | ||||
Payments of stock issuance costs | $ 7,815 | |||
Common Stock [Member] | ||||
Payments of stock issuance costs | $ 7,565 | |||
Shares issued | 196,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,141,804) | $ (2,927,152) | $ (2,921,325) | $ (5,393,096) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 86,153 | 17,451 | 1,378 | 51,592 |
Amortization of right-of-use asset | 27,154 | 11,542 | 14,523 | 57,762 |
Amortization of debt discount and issuance costs | 449,490 | 77,071 | ||
Share-based compensation | 209,299 | 262,034 | 355,334 | 498,450 |
Change in operating assets and liabilities: | ||||
Accounts receivable | 8,069 | (51,735) | (55,063) | |
Inventories | (272,031) | (547,936) | (97,636) | (915,163) |
Prepaid expenses and other current assets | 24,579 | 355,553 | (539,592) | 471,686 |
Deferred offering cost | (481,637) | (326,767) | (297,437) | (591,752) |
Deposits | (19,525) | (3,178) | (13,625) | |
Accounts payable | (218,474) | 802,631 | 436,011 | 2,146,678 |
Accrued expenses and other current liabilities | 209,976 | 25,291 | 116,825 | 161,263 |
Operating lease liability | (27,154) | (11,542) | (14,523) | (57,762) |
Net cash used in operating activities | (2,126,380) | (2,410,155) | (2,949,620) | (3,561,959) |
Cash flows from (used in) investing activities: | ||||
Purchases of property and equipment | (7,931) | (287,750) | (11,024) | (281,156) |
Purchases of intangibles | (193,668) | |||
Purchases of construction-in-progress | (452,405) | |||
Asset acquisition of TruMed | (114,000) | (114,000) | ||
Cash used in investing activities | (7,931) | (401,750) | (657,097) | (395,156) |
Cash flows from financing activities: | ||||
Proceeds from loans issued | 860,070 | 1,230,200 | ||
Repayments of loans payable | (1,409,925) | (504,529) | ||
Proceeds from convertible debentures | 1,863,945 | |||
Issuance of Preferred Shares | 969,136 | |||
Issuance of 1,003,012 Common Shares, net of issuance costs of $138,256 | 1,478,582 | |||
Issuance of 1,001,242 Units, net of issuance costs of $62,155 | 2,719,438 | |||
Issuance of 196,400 Common Shares, net of issuance costs of $7,565 | 974,435 | 974,435 | ||
Issuance of 188,100 Common Shares, net of issuance costs of $70 | 890,430 | 890,430 | ||
Issuance of Common Shares, net of issuance costs | 808,453 | 808,453 | ||
Net cash provided by financing activities | 2,283,226 | 2,673,318 | 4,198,020 | 3,398,989 |
Effect of foreign currency exchange rate changes on cash | (13,835) | (10,857) | (32,145) | 63,833 |
Net change in cash | 135,080 | (149,444) | 559,158 | (494,293) |
Cash, beginning of period | 64,865 | 559,158 | 559,158 | |
Cash, end of period | 199,945 | 409,714 | 559,158 | 64,865 |
Supplemental disclosures of cash flow information: | ||||
Interest | 334,119 | 77,974 | ||
State income taxes | ||||
Supplemental disclosures of noncash financing activities: | ||||
Acquisition of plant, property, and equipment in exchange for prepaid expenses | 60,000 | |||
Transfers from construction-in-progress to plant, property, and equipment | 452,405 | |||
Financing of insurance premiums | 225,000 | |||
Issuance of notes payable in exchange for acquisition of TruMed | $ 70,000 | 70,000 | ||
Issuance of 2,800,000 Common Shares as part of the Plan of Merger (Note 1) | 359,505 | |||
Right-of-use asset acquired through operating lease | $ 172,974 | $ 109,365 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Common stock issued in plan of merger | 2,800,000 | |
Common Stock 1 [Member] | ||
Shares issued | 196,400 | 1,003,012 |
Payments of stock issuance costs | $ 7,565 | $ 138,256 |
Number of units issued | 1,001,242 | |
Unit issuance costs | $ 62,155 | |
Common Stock 2 [Member] | ||
Shares issued | 188,100 | 196,400 |
Payments of stock issuance costs | $ 70 | $ 7,565 |
Common Stock 3 [Member] | ||
Shares issued | 162,600 | 178,100 |
Payments of stock issuance costs | $ 4,547 | $ 70 |
Common Stock 4 [Member] | ||
Shares issued | 162,600 | |
Payments of stock issuance costs | $ 4,547 |
ORGANIZATION
ORGANIZATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION | ORGANIZATION Nature of Business 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. | 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 0.00001 22.50 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 ● 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 100 750,000 130,000 70,000 550,000 197,562 35,000 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 December 31, 2022, management has determined the contingent consideration is not both probable and reasonably estimable. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S PLAN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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”) for the six months ended June 30, 2023 and 2022, 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. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for the year ended December 31, 2022, and the period from January 21, 2021 (date of inception), through December 31, 2021 (“the period ended December 31, 2021”), 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Statements The interim 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. The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements as of December 31, 2022. There have been no material changes to the Company’s significant accounting policies. Recently Issued Accounting Pronouncements There is no anticipated impact from recently issued accounting pronouncements to the Company’s interim consolidated financial statements. | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting Principles of Consolidation Foreign Currency Foreign Currency Matters Use of Estimates Cash and Cash Equivalents Inventory Inventory consists of raw materials such as inputs for functional mushroom, packaging materials, and finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM 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 2,312,451 24,337 Income Taxes Accounting for 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). Share-based Compensation Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation Revenue from Contracts with Customers Share-Based Payment Revenue Recognition In order to recognize revenue under FASB 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 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. The Company recognizes revenue when our inventory is shipped to our customers. We recognize revenue gross of amounts payable to our third-party co-packers and other third-party suppliers for the following reasons. First, we bear primary responsibility for fulfilling our performance obligations and for the acceptability of our product. Our customers purchase goods from our website, which bears the Company’s name, and agree to our terms and conditions. Our customers do not enter into separate contracts with any of our third-party suppliers. Second, we bear inventory risk, as we purchase and store our inventory prior to shipping it to customers, and are subject to risk of loss if the inventory is damaged or becomes obsolete. Third, we have discretion in establishing prices charged to our customers, as we determine the price at which our products are offered to customers on our website, independently of prices charged by our third-party suppliers. 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 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 |
INVENTORIES
INVENTORIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | 4. INVENTORIES A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: June 30, 2023 December 31, 2022 Raw materials $ 263,800 $ 176,440 Work in process - - Finished goods 1,021,030 836,359 Inventory $ 1,284,830 $ 1,012,799 As of June 30, 2023, inventory included 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, as of June 30, 2023, inventory included 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, 2022 December 31, 2021 Raw materials $ 176,440 $ 97,636 Work in process - - Finished goods 836,359 - Inventory $ 1,012,799 $ 97,636 As of December 31, 2022 and 2021, 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, as of December 31, 2022, inventory consisted of finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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: December 31, 2022 Prepaid expenses and deposits $ 213,888 $ 238,467 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. | 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, 2022 December 31, 2021 Prepaid expenses and deposits $ 238,467 $ 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 $ 238,467 $ 539,592 As of December 31, 2022 and 2021, prepaid expenses and other current assets primarily consist of prepayments related to insurance premiums, office space rent, and other miscellaneous items. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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: June 30, 2023 December 31, 2022 Facility $ 576,309 $ 576,309 Equipment 415,405 404,789 Computer equipment 13,841 10,776 Property and equipment, gross 13,841 10,776 Less: accumulated depreciation (57,232 ) (3,492 ) Property and equipment, net $ 948,323 $ 988,382 Depreciation expense related to property and equipment amounted to $ 53,611 1,098 | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of: December 31, 2022 December 31, 2021 Facility $ 576,309 $ - Equipment 404,789 - Computer equipment 10,776 10,962 Less: accumulated depreciation (3,492 ) (1,367 ) Property and equipment, net $ 988,382 $ 9,595 Depreciation expense related to property and equipment amounted to $ 2,182 1,367 The Company used its greenhouses in Olympia, Washington in a limited capacity during the year ended December 31, 2022, but they were not ready for full-scale production until approximately December 31, 2022. As such, the Company reclassified the facility from construction-in-progress to property and equipment as of December 31, 2022, but did not recognize any depreciation expense related to the facility during the year ended December 31, 2022, and period ended December 31, 2021. |
CONSTRUCTION-IN-PROGRESS
CONSTRUCTION-IN-PROGRESS | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Construction In Progress | |
CONSTRUCTION-IN-PROGRESS | 7. CONSTRUCTION-IN-PROGRESS Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS As of: December 31, 2022 December 31, 2021 Greenhouse costs $ - $ 452,405 The Company’s greenhouses in Olympia, Washington that will be used to grow functional mushrooms were substantially finished as of December 31, 2022. As such, the associated costs were transferred to property and equipment at the end of 2022. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of: June 30, 2023 December 31, 2022 Website development costs $ 183,317 $ 178,918 Less: accumulated amortization (81,564 ) (47,342 ) Intangible assets $ 101,753 $ 131,576 The Company recognized amortization expense of $ 32,542 16,353 | 8. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of: December 31, 2022 December 31, 2021 Website development costs $ 178,918 $ 189,956 Less: accumulated amortization (47,342 ) - Intangible assets, net $ 131,576 $ 189,956 As of December 31, 2022, the Company has completed the development and design of its website. As such, the Company recognized amortization expense of $ 49,411 no |
LOANS AND NOTE PAYABLE
LOANS AND NOTE PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
LOANS AND NOTE PAYABLE | 8. LOANS AND NOTE PAYABLE Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: June 30, 2023 December 31, 2022 Line of credit $ 35,501 $ 134,210 Merchant loan 248,066 319,742 Revenue purchase agreement 403,141 164,636 Bridge loan 4,384 184,154 Insurance financing 89,039 225,000 TruMed acquisition note payable - 70,000 Loans and note payable, net $ 780,131 $ 1,097,742 On January 10, 2023, the Company paid $ 35,000 37,868 37,868 On May 18, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 410,000 451,000 41,000 17 On June 8, 2023, the Company entered into a merchant loan agreement with Fundonatic, for proceeds of $ 225,000 292,500 67,500 1,950 On June 8, 2023, the Company entered into a merchant loan agreement with Click Capital Group LLC, for proceeds of $ 225,000 292,500 67,500 1,950 On June 28, 2023 the Company extended the expiry date on the 500,620 | 9. LOANS AND NOTE PAYABLE Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: December 31, 2022 December 31, 2021 Line of credit $ 134,210 $ - Merchant loan 319,742 - Revenue purchase agreement 164,636 - Bridge loan 184,154 - Insurance financing 225,000 - TruMed acquisition note payable (Note 1) 70,000 - Loans and note payable, net $ 1,097,742 $ - 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 1.93 134,210 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 32,500 355,000 401,150 46,150 319,742 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 10 328,300 164,636 On December 20, 2022, the Company entered into a bridge loan with Cloudfund LLC for cash proceeds of $200,000 2,092 272,000 184,154 On December 31, 2022, the Company entered into a loan agreement with Imperial PFS Canada for financing of its insurance policy. The repayments will be made through nine monthly payments of $ 20,736 . As of December 31, 2022, the carrying value of the insurance financing was $ 225,000 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Leases For the six months ended June 30, 2023 and 2022, 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 2023 2022 Operating lease costs $ 40,459 $ 19,068 As of June 30, 2023, 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 June 30, 2023 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS As of June 30, 2023: Total Remainder of 2023 $ 40,675 2024 70,546 2025 38,136 2026 38,136 Thereafter 12,712 Total 200,205 Less: amount representing interest (30,779 ) Total $ 169,426 Litigation 550,000 In the past 24 months several of the Company’s representatives have been part of interviews that were recorded on podcasts or in articles discussing their own experiences and the Company. The interviews were directed at persons interested in health, wellness, spirituality and the potential benefits of products the Company sells or expects to sell. The interviews were not directed at prospective investors and made no mention of a possible initial public offering by the Company. To the extent that certain statements in the podcasts and articles may have violated Section 5 and were inaccurate, unsubstantiated, misleading, or contradicted disclosures in the prospectus, those statements have now been specifically set forth in Exhibit 99.1 to the registration statement, the problem with each of those statements has been identified and such statements have been specifically and thoroughly corrected, refuted or contradicted, as applicable. The prospectus now sets forth the correct information for any investor who might have otherwise relied on statements contained in the podcasts or articles. Likewise, misstatements contained in an online article were identified and clarified in the prospectus and in the Company’s Free Writing Prospectus, which was filed with the SEC on September 26, 2022. Courts have held that, in general, buyers are charged as a matter of law with having reviewed the prospectus. Furthermore, the Company intends to vigorously defend any rescission claims by purchasers. In view of the foregoing factors and analysis, the Company concluded that the likelihood of experiencing a material loss in connection with potential rescission claims is not probable. The Company acknowledges, however, that a contingent liability arising from the rescission rights of investors who purchase shares in this offering (including investors who purchase shares from the selling shareholders), is reasonably possible. Therefore, pursuant to ASC 450-20, the Company is required to disclose the nature of the contingency and an estimate of the possible range of loss (or state the fact that an estimate cannot be made), but is not required to accrue a contingent liability in connection with such potential rescission claims. An estimated range of loss from this contingent liability cannot be reasonably made given that the offering has not yet occurred and there’s been no indication that any of the potential purchasers would in fact file suit claiming rescission and succeed. | 10. COMMITMENTS AND CONTINGENCIES Leases For the year ended December 31, 2022, and the period ended December 31, 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 Year Ended December 31, 2022 Period Ended December 31, 2021 Operating lease costs $ 128,983 $ 25,424 The weighted-average remaining lease term for the Company’s operating leases ranges from approximately three four years 10 As of December 31, 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 December 31, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS For the Year Ended December 31, 2022: Total Remainder of 2023 $ 60,330 2023 $ 80,313 2024 66,254 2025 38,136 2026 38,136 2027 9,534 - Total 232,373 Less: amount representing interest (35,793 ) Total $ 196,580 Litigation In the past 24 months several of the Company’s representatives have been part of interviews that were recorded on podcasts or in articles discussing their own experiences and the Company. The interviews were directed at persons interested in health, wellness, spirituality and the potential benefits of products the Company sells or expects to sell. The interviews were not directed at prospective investors and made no mention of a possible initial public offering by the Company. To the extent that certain statements in the podcasts and articles may have violated Section 5 and were inaccurate, unsubstantiated, misleading, or contradicted disclosures in the prospectus, those statements have now been specifically set forth in Exhibit 99.1 to the registration statement, the problem with each of those statements has been identified and such statements have been specifically and thoroughly corrected, refuted or contradicted, as applicable. The prospectus now sets forth the correct information for any investor who might have otherwise relied on statements contained in the podcasts or articles. Likewise, misstatements contained in an online article were identified and clarified in the prospectus and in the Company’s Free Writing Prospectus, which was filed with the SEC on September 26, 2022. Courts have held that, in general, buyers are charged as a matter of law with having reviewed the prospectus. Furthermore, the Company intends to vigorously defend any rescission claims by purchasers. In view of the foregoing factors and analysis, the Company concluded that the likelihood of experiencing a material loss in connection with potential rescission claims is not probable. The Company acknowledges, however, that a contingent liability arising from the rescission rights of investors who purchase shares in this offering (including investors who purchase shares from the selling shareholders), is reasonably possible. Therefore, pursuant to ASC 450-20, the Company is required to disclose the nature of the contingency and an estimate of the possible range of loss (or state the fact that an estimate cannot be made), but is not required to accrue a contingent liability in connection with such potential rescission claims. An estimated range of loss from this contingent liability cannot be reasonably made given that the offering has not yet occurred and there’s been no indication that any of the potential purchasers would in fact file suit claiming rescission and succeed. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SHAREHOLDERS’ EQUITY | 11. SHAREHOLDERS’ EQUITY As discussed in Note 9, during the six months ended June 30, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes with a principal amount of $ 3,098,971 3,098,971 (1) the number of Series 1 Shares converted (multiplied by 60% if the initial public offering occurs within six months of the issuance of the Series 1 Shares), divided by (2) the conversion price. The conversion price is the lesser of (1) $6.00, and (2) (if applicable) the greater of (a) 80% of the initial public offering price and (b) $3.00. | 11. SHAREHOLDERS’ EQUITY SHARE-BASED PAYMENTS Preferred Shares no Preferred Share Dividends no Preferred Share Liquidation Preferred Share Voting Rights No Common Shares 6,351,354 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. On March 4, 2021, the Company issued 1,003,012 2.00 2,006,022 1,616,838 On July 14, 2021, the Company issued 1,001,242 3.50 3,504,346 2,781,593 500,620 On February 2, 2022, the Company issued 196,400 5.00 982,000 On March 4, 2022, the Company issued 178,100 5.00 890,500 10,000 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 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 As of December 31, 2022, 350,883 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 Year ended December 31, 2022 Period ended December 31, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 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 year ended December 31, 2022 is presented below. There was no option activity for the period ended December 31, 2021. SUMMARY OF NON-EMPLOYEE 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, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NON EMPLOYEE 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, December 31, 2022 277,500 $ 3.44 The Company recognized $ 498,450 355,334 583,913 Warrants 1,001,242 3.50 3,504,346 500,620 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, 2022 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 4.00 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 0.7 Issued - - - Exercised - - - Forfeited or expired - - - Balance, December 31, 2022 500,620 $ 4.00 0.7 The following table presents information related to warrants as of December 31, 2022: SUMMARY OF WARRANT INFORMATION Warrants Outstanding Warrants Exercisable Weighted Average Outstanding Remaining Exercisable Exercise Number of Life in Number of Price Warrants Years Warrants Balance, December 31, 2022 $ 4.00 5,006,204 0.7 5,006,204 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Pre-tax book losses for domestic (Canada) and foreign (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS Year ended Period ended December 31, 2022 December 31, 2021 Domestic $ 1,991,286 $ 1,295,736 Foreign $ 3,401,146 $ 1,625,589 The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Year ended Period ended December 31, 2022 December 31, 2021 Current: US Federal $ - $ - Canada - - Total current - - Deferred: US Federal - - Canada - - 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 Year ended Period ended December 31, 2022 December 31, 2021 Canadian statutory income tax rate 23.00 % 23.00 % US state income taxes 3.15 % - Prior period adjustments (0.16 )% - Entertainment (0.01 )% (0.03 )% US federal rate differential (1.26 )% (1.11 )% Valuation allowance (22.60 )% (19.06 )% Stock-based compensation (2.12 )% (2.80 )% Total 0.00 % 0.00 % In 2022 and 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, 2022 2021 Deferred tax assets: Start-up costs $ 149,746 $ 228,309 Net operating loss 1,734,528 329,133 Total deferred tax assets 1,884,274 557,443 Deferred tax liabilities: Acquisition costs (7,961 ) - Depreciation expense (26,181 ) - Total deferred tax liabilities: (34,142 ) - Less: valuation allowance (1,850,132 ) (557,443 ) Net deferred taxes $ - $ - As of December 31, 2022, $ 4,429,438 (2021 - $ 534,091 ) of U.S. federal net operating losses, $ 4,429,438 of U.S. state net operating losses, and $ 2,534,234 (2021 - $ 943,365 ) of Canadian net operating losses were available to the Company to offset future taxable income. The U.S. federal net operating losses will carryforward indefinitely and the Canadian net operating losses shall begin to expire in 2041 . The U.S. state net operating losses generally start expiring in 20 years. 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 fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2022 and 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 U.S. federal, U.S. state and Canadian income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 13. RELATED PARTIES During the year and period ended December 31, 2022, the Company incurred approximately $ 1.6 686,476 ● $ 643,407 due to Cory Rosenberg for digital advertising expenses including Meta, Google, and TikTok; ● $ 29,435 due to Andrew Roda for digital advertising expenses including Meta, Google, and TikTok; ● $ 1,278 ● $ 12,356 During the year ended December 31, 2021, the Company loaned $ 50,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from July 1, 2023 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 July 19, 2023, the Company entered into a merchant loan agreement with Cloudfund LLC, for proceeds of $ 199,774 276,040 76,266 4 On July 21, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 260,000 283,400 23,400 17 On August 31, 2023, the Company entered into a merchant loan agreement with Curve Capital LLC, for proceeds of $ 225,000 306,000 81,000 6.12 On September 7, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 239,130 239,129 220,000 | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from December 31, 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 January 3, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 764,130 and 764,124 Preferred Shares, Series 1 to accredited investors for gross proceeds of approximately $ 703,000 . This private placement included the issuance of a convertible secured promissory note in the principal amount of $ 271,739 271,739 250,000 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 and 616,303 Preferred Shares, Series 1 to accredited investors for gross proceeds of approximately $ 567,000 . This private placement included the issuance of a convertible secured promissory note in the principal amount of $ 100,000 100,000 92,000 On January 10, 2023, the Company paid $ 35,000 37,868 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 On March 31, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 1,350,000 1,350,001 1,242,000 On April 28, 2023, the Company paid to the TruMed Sellers the remaining $ 37,868 (Unaudited) On May 18, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 410,000 451,000 41,000 17 On June 8, 2023, the Company entered into a merchant loan agreement with Fundonatic, for proceeds of $ 225,000 292,500 67,500 1,950 On June 8, 2023, the Company entered into a merchant loan agreement with Click Capital Group LLC, for proceeds of $ 225,000 292,500 67,500 1,950 On June 28, 2023 the Company extended the expiry date on the 500,620 warrants from July 14, 2023 to January 14, 2024. On July 19, 2023, the Company entered into a merchant loan agreement with Cloudfund LLC, for proceeds of $ 199,774 276,040 76,266 4 On July 21, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 260,000 283,400 23,400 17 On August 31, 2023, the Company entered into a merchant loan agreement with Curve Capital LLC, for proceeds of $ 225,000 306,000 81,000 6.12 On September 7, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 239,130 239,129 220,000 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | 9. CONVERTIBLE DEBENTURES SCHEDULE OF CONVERTIBLE DEBENTURES As of: June 30, 2023 December 31, 2022 Convertible Debenture $ 2,099,174 $ - D uring the six months ended June 30, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes with a principal amount of $ 3,098,971 , and 3,098,971 Series 1 Shares. The Company received net proceeds of approximately $ 2,833,081 2,833,081 1,863,945 969,136 The convertible notes are due as follows: 50% is due 30 days after a Qualifying Transaction (that is, a merger, sale of the Company, initial public offering, or sale of equity instruments with gross proceeds of at least $ 3,000,000 8 10 6.00 If an event of default shall occur and be continuing, lenders holding greater than 50% of the aggregate principal amount of the convertible notes outstanding at such time may declare all the convertible notes to be in default, at which point the principal amount outstanding on the date of such written notice shall increase to 125% of the principal amount then outstanding, and the interest rate shall increase to 15% or the maximum rate permitted under applicable law until such event of default is cured, if capable of being cured. Additionally, if an event of default has occurred and is continuing without cure, at the end of each calendar month thereafter until the event of default has been cured, the lenders shall be entitled to sweep the cash received in the bank accounts of the Company and its subsidiaries in an aggregate amount equal to 20% of the consolidated revenue of the Company and its subsidiaries during such calendar month. |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHARE-BASED PAYMENTS | 12. SHARE-BASED PAYMENTS As of June 30, 2023, 492,492 A summary of option activity for the six months ended June 30, 2023 is presented below. SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 Granted - - - - Exercised - - - - Forfeited 25,833 3.92 - - Expired - - - - Balance, June 30, 2023 589,167 $ 2.53 3.10 $ 1,747,194 A summary of unvested options for the six months ended June 30, 2023 is presented below: SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of December 31, 2022 290,834 $ 3.13 Granted - - Vested 168,333 2.61 Forfeited or expired 21,666 3.43 Exercised - - Unvested as of June 30, 2023 100,835 $ 3.95 The Company recognized $ 212,609 262,034 As of June 30, 2023, $ 324,574 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. The Company used the following approximate assumptions in connection with its estimation of fair value of Warrants: SCHEDULE OF VALUATION ASSUMPTIONS Assumptions 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 six months as of June 30, 2023 is presented below. There was no warrant activity for the six months ended June 30, 2022: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, December 31, 2022 500,620 $ 4.00 0.54 Issued - - - Exercised - - - Forfeited or expired - - - Balance, June 30, 2023 500,620 $ 4.00 0.58 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Method of Accounting | Method of Accounting | |
Principles of Consolidation | Principles of Consolidation | |
Foreign Currency | Foreign Currency Foreign Currency Matters | |
Use of Estimates | Use of Estimates | |
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Inventory | Inventory Inventory consists of raw materials such as inputs for functional mushroom, packaging materials, and finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM | |
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 2,312,451 24,337 | |
Income Taxes | Income Taxes Accounting for 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). | |
Share-based Compensation | Share-based Compensation Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation Revenue from Contracts with Customers Share-Based Payment | |
Revenue Recognition | Revenue Recognition In order to recognize revenue under FASB 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 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. The Company recognizes revenue when our inventory is shipped to our customers. We recognize revenue gross of amounts payable to our third-party co-packers and other third-party suppliers for the following reasons. First, we bear primary responsibility for fulfilling our performance obligations and for the acceptability of our product. Our customers purchase goods from our website, which bears the Company’s name, and agree to our terms and conditions. Our customers do not enter into separate contracts with any of our third-party suppliers. Second, we bear inventory risk, as we purchase and store our inventory prior to shipping it to customers, and are subject to risk of loss if the inventory is damaged or becomes obsolete. Third, we have discretion in establishing prices charged to our customers, as we determine the price at which our products are offered to customers on our website, independently of prices charged by our third-party suppliers. 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 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 | Recently Issued Accounting Pronouncements There is no anticipated impact from recently issued accounting pronouncements to the Company’s interim consolidated financial statements. | 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 interim 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. The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements as of December 31, 2022. There have been no material changes to the Company’s significant accounting policies. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: June 30, 2023 December 31, 2022 Raw materials $ 263,800 $ 176,440 Work in process - - Finished goods 1,021,030 836,359 Inventory $ 1,284,830 $ 1,012,799 | A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: December 31, 2022 December 31, 2021 Raw materials $ 176,440 $ 97,636 Work in process - - Finished goods 836,359 - Inventory $ 1,012,799 $ 97,636 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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: December 31, 2022 Prepaid expenses and deposits $ 213,888 $ 238,467 | Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS As of: December 31, 2022 December 31, 2021 Prepaid expenses and deposits $ 238,467 $ 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 $ 238,467 $ 539,592 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of: June 30, 2023 December 31, 2022 Facility $ 576,309 $ 576,309 Equipment 415,405 404,789 Computer equipment 13,841 10,776 Property and equipment, gross 13,841 10,776 Less: accumulated depreciation (57,232 ) (3,492 ) Property and equipment, net $ 948,323 $ 988,382 | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of: December 31, 2022 December 31, 2021 Facility $ 576,309 $ - Equipment 404,789 - Computer equipment 10,776 10,962 Less: accumulated depreciation (3,492 ) (1,367 ) Property and equipment, net $ 988,382 $ 9,595 |
CONSTRUCTION-IN-PROGRESS (Table
CONSTRUCTION-IN-PROGRESS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Construction In Progress | |
SCHEDULE OF CONSTRUCTION IN PROGRESS | Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS As of: December 31, 2022 December 31, 2021 Greenhouse costs $ - $ 452,405 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of: June 30, 2023 December 31, 2022 Website development costs $ 183,317 $ 178,918 Less: accumulated amortization (81,564 ) (47,342 ) Intangible assets $ 101,753 $ 131,576 | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of: December 31, 2022 December 31, 2021 Website development costs $ 178,918 $ 189,956 Less: accumulated amortization (47,342 ) - Intangible assets, net $ 131,576 $ 189,956 |
LOANS AND NOTE PAYABLE (Tables)
LOANS AND NOTE PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 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: June 30, 2023 December 31, 2022 Line of credit $ 35,501 $ 134,210 Merchant loan 248,066 319,742 Revenue purchase agreement 403,141 164,636 Bridge loan 4,384 184,154 Insurance financing 89,039 225,000 TruMed acquisition note payable - 70,000 Loans and note payable, net $ 780,131 $ 1,097,742 | Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: December 31, 2022 December 31, 2021 Line of credit $ 134,210 $ - Merchant loan 319,742 - Revenue purchase agreement 164,636 - Bridge loan 184,154 - Insurance financing 225,000 - TruMed acquisition note payable (Note 1) 70,000 - Loans and note payable, net $ 1,097,742 $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMPONENTS OF LEASE EXPENSE | For the six months ended June 30, 2023 and 2022, 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 2023 2022 Operating lease costs $ 40,459 $ 19,068 | For the year ended December 31, 2022, and the period ended December 31, 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 Year Ended December 31, 2022 Period Ended December 31, 2021 Operating lease costs $ 128,983 $ 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 June 30, 2023 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS As of June 30, 2023: Total Remainder of 2023 $ 40,675 2024 70,546 2025 38,136 2026 38,136 Thereafter 12,712 Total 200,205 Less: amount representing interest (30,779 ) Total $ 169,426 | The future maturities of the contractual lease payments included in the operating lease liabilities as of December 31, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS For the Year Ended December 31, 2022: Total Remainder of 2023 $ 60,330 2023 $ 80,313 2024 66,254 2025 38,136 2026 38,136 2027 9,534 - Total 232,373 Less: amount representing interest (35,793 ) Total $ 196,580 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 Year ended December 31, 2022 Period ended December 31, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 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 | |
SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY | A summary of option activity for the six months ended June 30, 2023 is presented below. SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 Granted - - - - Exercised - - - - Forfeited 25,833 3.92 - - Expired - - - - Balance, June 30, 2023 589,167 $ 2.53 3.10 $ 1,747,194 | A summary of option activity for the year ended December 31, 2022 is presented below. There was no option activity for the period ended December 31, 2021. SUMMARY OF NON-EMPLOYEE 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, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 |
SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS | A summary of unvested options for the six months ended June 30, 2023 is presented below: SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of December 31, 2022 290,834 $ 3.13 Granted - - Vested 168,333 2.61 Forfeited or expired 21,666 3.43 Exercised - - Unvested as of June 30, 2023 100,835 $ 3.95 | A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NON EMPLOYEE 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, December 31, 2022 277,500 $ 3.44 |
SUMMARY OF WARRANT ACTIVITY | A summary of the warrant activity during the six months as of June 30, 2023 is presented below. There was no warrant activity for the six months ended June 30, 2022: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, December 31, 2022 500,620 $ 4.00 0.54 Issued - - - Exercised - - - Forfeited or expired - - - Balance, June 30, 2023 500,620 $ 4.00 0.58 | A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2022 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 4.00 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 0.7 Issued - - - Exercised - - - Forfeited or expired - - - Balance, December 31, 2022 500,620 $ 4.00 0.7 |
SUMMARY OF WARRANT INFORMATION | The following table presents information related to warrants as of December 31, 2022: SUMMARY OF WARRANT INFORMATION Warrants Outstanding Warrants Exercisable Weighted Average Outstanding Remaining Exercisable Exercise Number of Life in Number of Price Warrants Years Warrants Balance, December 31, 2022 $ 4.00 5,006,204 0.7 5,006,204 | |
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 Assumptions Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 % | 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) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS | Pre-tax book losses for domestic (Canada) and foreign (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS Year ended Period ended December 31, 2022 December 31, 2021 Domestic $ 1,991,286 $ 1,295,736 Foreign $ 3,401,146 $ 1,625,589 |
SCHEDULE OF PROVISION FOR INCOME TAXES | The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Year ended Period ended December 31, 2022 December 31, 2021 Current: US Federal $ - $ - Canada - - Total current - - Deferred: US Federal - - Canada - - 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 Year ended Period ended December 31, 2022 December 31, 2021 Canadian statutory income tax rate 23.00 % 23.00 % US state income taxes 3.15 % - Prior period adjustments (0.16 )% - Entertainment (0.01 )% (0.03 )% US federal rate differential (1.26 )% (1.11 )% Valuation allowance (22.60 )% (19.06 )% Stock-based compensation (2.12 )% (2.80 )% Total 0.00 % 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, 2022 2021 Deferred tax assets: Start-up costs $ 149,746 $ 228,309 Net operating loss 1,734,528 329,133 Total deferred tax assets 1,884,274 557,443 Deferred tax liabilities: Acquisition costs (7,961 ) - Depreciation expense (26,181 ) - Total deferred tax liabilities: (34,142 ) - Less: valuation allowance (1,850,132 ) (557,443 ) Net deferred taxes $ - $ - |
CONVERTIBLE DEBENTURES (Tables)
CONVERTIBLE DEBENTURES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES | SCHEDULE OF CONVERTIBLE DEBENTURES As of: June 30, 2023 December 31, 2022 Convertible Debenture $ 2,099,174 $ - |
SHARE-BASED PAYMENTS (Tables)
SHARE-BASED PAYMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY | A summary of option activity for the six months ended June 30, 2023 is presented below. SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 Granted - - - - Exercised - - - - Forfeited 25,833 3.92 - - Expired - - - - Balance, June 30, 2023 589,167 $ 2.53 3.10 $ 1,747,194 | A summary of option activity for the year ended December 31, 2022 is presented below. There was no option activity for the period ended December 31, 2021. SUMMARY OF NON-EMPLOYEE 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, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 |
SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS | A summary of unvested options for the six months ended June 30, 2023 is presented below: SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of December 31, 2022 290,834 $ 3.13 Granted - - Vested 168,333 2.61 Forfeited or expired 21,666 3.43 Exercised - - Unvested as of June 30, 2023 100,835 $ 3.95 | A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NON EMPLOYEE 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, December 31, 2022 277,500 $ 3.44 |
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 Year ended December 31, 2022 Period ended December 31, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 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 | |
SUMMARY OF WARRANT ACTIVITY | A summary of the warrant activity during the six months as of June 30, 2023 is presented below. There was no warrant activity for the six months ended June 30, 2022: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, December 31, 2022 500,620 $ 4.00 0.54 Issued - - - Exercised - - - Forfeited or expired - - - Balance, June 30, 2023 500,620 $ 4.00 0.58 | A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2022 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 4.00 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 0.7 Issued - - - Exercised - - - Forfeited or expired - - - Balance, December 31, 2022 500,620 $ 4.00 0.7 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
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 Assumptions Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 % | 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 % |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||
Feb. 15, 2022 USD ($) | Feb. 17, 2021 USD ($) shares | Feb. 17, 2021 CAD ($) $ / shares shares | Feb. 03, 2021 CAD ($) shares | Jan. 22, 2021 $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | Apr. 20, 2022 shares | Mar. 04, 2022 $ / shares shares | Feb. 02, 2022 $ / shares shares | Jul. 14, 2021 $ / shares shares | Mar. 04, 2021 $ / shares shares | Jan. 21, 2021 $ / shares shares | |
Date of incorporation | Jan. 22, 2021 | ||||||||||||||
Number of shares issued | 162,600 | 162,600 | 178,100 | 196,400 | 1,001,242 | ||||||||||
Share price | (per share) | $ 5 | $ 5 | $ 3.50 | $ 0.05 | |||||||||||
Business acquisition, total consideration | $ 359,505 | $ 455,000 | |||||||||||||
Cash consideration | $ | $ 114,000 | $ 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 | $ 35,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares issued | 1,000,000 | 196,400 | 1,003,012 | 0.2 | |||||||||||
Share price | $ / shares | $ 2 | ||||||||||||||
Business acquisition, total consideration | $ | $ 162,500 | ||||||||||||||
Shares, new issues | 196,400 | 1,003,012 | 196,400 | ||||||||||||
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] | |||||||||||||||
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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 11 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2022 | |
Property and equipment estimated useful life | 5 years | ||
Impairment of long-lived assets | $ 0 | $ 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 | ||
Selling, General and Administrative Expenses [Member] | |||
Advertising expenses | $ 2,312,451 | $ 24,337 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 263,800 | $ 176,440 | $ 97,636 |
Work in process | |||
Finished goods | 1,021,030 | 836,359 | |
Inventory | $ 1,284,830 | $ 1,012,799 | $ 97,636 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | |||
Prepaid expenses and deposits | $ 213,888 | $ 238,467 | $ 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 | $ 213,888 | $ 238,467 | $ 539,592 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (57,232) | $ (3,492) | $ (1,367) |
Property and equipment, net | 948,323 | 988,382 | 9,595 |
Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 576,309 | 576,309 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 415,405 | 404,789 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 13,841 | $ 10,776 | $ 10,962 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 53,611 | $ 2,182 | $ 1,098 | $ 1,367 |
SCHEDULE OF CONSTRUCTION IN PRO
SCHEDULE OF CONSTRUCTION IN PROGRESS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Construction In Progress | ||
Greenhouse costs | $ 452,405 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Website development costs | $ 183,317 | $ 178,918 | $ 189,956 |
Less: accumulated amortization | (81,564) | (47,342) | |
Intangible assets | $ 101,753 | $ 131,576 | $ 189,956 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 32,542 | $ 16,353 | $ 49,411 | $ 0 |
SCHEDULE OF LOANS AND NOTES PAY
SCHEDULE OF LOANS AND NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Loans and note payable, net | $ 780,131 | $ 1,097,742 | |
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Loans and note payable, net | 35,501 | 134,210 | |
Merchant Loan [Member] | |||
Debt Instrument [Line Items] | |||
Loans and note payable, net | 248,066 | 319,742 | |
Revenue Purchase Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Loans and note payable, net | 403,141 | 164,636 | |
Bridge Loan [Member] | |||
Debt Instrument [Line Items] | |||
Loans and note payable, net | 4,384 | 184,154 | |
Insurance Financing [Member] | |||
Debt Instrument [Line Items] | |||
Loans and note payable, net | 89,039 | 225,000 | |
TruMed Acquisition Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Loans and note payable, net | $ 70,000 |
LOANS AND NOTE PAYABLE (Details
LOANS AND NOTE PAYABLE (Details Narrative) | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||
Jun. 08, 2023 USD ($) | Jun. 08, 2023 USD ($) | May 18, 2023 USD ($) | Jan. 10, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 20, 2022 USD ($) | Nov. 08, 2022 USD ($) | Oct. 08, 2022 USD ($) | Aug. 08, 2022 USD ($) | Jul. 14, 2021 USD ($) | Jul. 14, 2021 CAD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 28, 2023 USD ($) | |
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 | $ 134,210 | $ 134,210 | ||||||||||||||
Carrying value of merchant loan | 1,097,742 | 1,097,742 | $ 780,131 | |||||||||||||
Cash proceeds | $ 2,781,593 | $ 3,504,346 | ||||||||||||||
Number shares issues, value | $ 974,435 | 1,478,582 | 974,435 | |||||||||||||
Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding | $ 500,620 | $ 500,620 | ||||||||||||||
Revenue Purchase Agreements [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Carrying value of merchant loan | 164,636 | 164,636 | ||||||||||||||
Cash proceeds | $ 245,000 | |||||||||||||||
Daily repayments | $ 8,208 | |||||||||||||||
Percentage of sales adjusted | 10% | |||||||||||||||
Repayments of debt | $ 328,300 | |||||||||||||||
Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Daily repayments | 20,736 | |||||||||||||||
Promissory Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Paid partial payment of promissory note | $ 35,000 | |||||||||||||||
Promissory note new principal amount | 37,868 | |||||||||||||||
Number shares issues, value | $ 37,868 | |||||||||||||||
Merchant Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from loans | $ 355,000 | $ 250,000 | ||||||||||||||
Repayments of loans | 401,150 | 282,500 | ||||||||||||||
Cost of borrowing | $ 46,150 | 32,500 | ||||||||||||||
Carrying value of merchant loan | 319,742 | 319,742 | 248,066 | |||||||||||||
Bridge Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Carrying value of merchant loan | 184,154 | 184,154 | 4,384 | |||||||||||||
Cash proceeds | $ 200,000 | |||||||||||||||
Daily repayments | 2,092 | |||||||||||||||
Repayments of debt | $ 272,000 | |||||||||||||||
Insurance Financing [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Carrying value of merchant loan | $ 225,000 | $ 225,000 | $ 89,039 | |||||||||||||
Celtic Bank Corporation [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit maximum draw amount | $ 200,000 | |||||||||||||||
Web Bank [Member] | Merchant Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of debt | $ 451,000 | |||||||||||||||
Proceeds from other debt | 410,000 | |||||||||||||||
Borrowing | $ 41,000 | |||||||||||||||
Debt instrument, interest rate, stated percentage | 17% | |||||||||||||||
Fundonatic [Member] | Merchant Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Daily repayments | $ 1,950 | |||||||||||||||
Repayments of debt | 292,500 | |||||||||||||||
Proceeds from other debt | 225,000 | |||||||||||||||
Borrowing | 67,500 | |||||||||||||||
Proceeds from loans payable | $ 225,000 | |||||||||||||||
Click Capital Group LLC [Member] | Merchant Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Daily repayments | 1,950 | |||||||||||||||
Repayments of debt | 292,500 | |||||||||||||||
Borrowing | $ 67,500 |
COMPONENTS OF LEASE EXPENSE (De
COMPONENTS OF LEASE EXPENSE (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease costs | $ 40,459 | $ 19,068 | $ 128,983 | $ 25,424 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2023 | $ 40,675 | $ 60,330 |
Year One | 70,546 | 80,313 |
Year Two | 38,136 | 66,254 |
Year Three | 38,136 | 38,136 |
Year Four | 38,136 | |
Year Five | 9,534 | |
Thereafter | 12,712 | |
Total | 200,205 | 232,373 |
Less: amount representing interest | (30,779) | (35,793) |
Total | $ 169,426 | $ 196,580 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 26, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Weighted average discounting rate | 10% | |
Milestone payment | $ 550,000 | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Weighted average remaining lease term | 3 years | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Weighted average remaining lease term | 4 years |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS (Details) - $ / shares | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk free interest rate | 0.23% | 0.23% | |
Expected term (years) | 2 years | 2 years | |
Expected volatility | 91.05% | 91.05% | |
Expected dividends | 0% | 0% | |
Non-Employee [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk free interest rate | 2.67% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.09% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.56% | ||
Expected term (years) | 3 years 6 months | ||
Expected volatility | 183.10% | ||
Expected dividends | 0% | 0% | |
Weighted average grant-date fair value of stock options | $ 4.58 | ||
Non-Employee [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 2 years 6 months | ||
Expected volatility | 106.80% | ||
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 | ||
Expected volatility | 120.90% | ||
Weighted average grant-date fair value of stock options | $ 1.87 |
SUMMARY OF NON-EMPLOYEE OPTION
SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY (Details) - Non-Employee [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of Options, Beginning balance | 615,000 | 475,000 | |
Weighted Average Exercise Price, Beginning balance | $ 2.59 | $ 1.90 | |
Weighted Average Remaining Contractual Term (in Years), Beginning | 3 years 1 month 6 days | 3 years 7 months 9 days | 4 years 4 months 28 days |
Intrinsic Value, Beginning balance | $ 1,480,457 | $ 288,788 | |
Number of Options, Granted | 140,000 | ||
Weighted Average Exercise Price, Granted | $ 5 | ||
Intrinsic Value, Granted | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Intrinsic Value, Exercised | |||
Number of Options, Forfeited | (25,833) | ||
Weighted Average Exercise Price, Forfeited | $ 3.92 | ||
Intrinsic Value, Forfeited | |||
Number of Options, Expired | |||
Weighted Average Exercise Price, Expired | |||
Number of Options, Ending balance | 589,167 | 615,000 | 475,000 |
Weighted Average Exercise Price, Ending balance | $ 2.53 | $ 2.59 | $ 1.90 |
Intrinsic Value, Ending balance | $ 1,747,194 | $ 1,480,457 | $ 288,788 |
Number of Options, Forfeited | 25,833 | ||
Intrinsic Value, Expired |
SUMMARY OF UNVESTED NON EMPLOYE
SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS (Details) - Unvested Non Employee [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of Options Unvested, Beginning balance | 290,834 | 292,500 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 3.13 | $ 1.80 |
Number of Options Unvested, Granted | 140,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 5 | |
Number of Options Unvested, Vested | (168,333) | (155,000) |
Weighted Average Grant Date Fair Value, Vested | $ 2.61 | $ 1.76 |
Number of Options Unvested, Forfeited or expired | (21,666) | |
Weighted Average Grant Date Fair Value, Forfeited or expired | $ 3.43 | |
Number of Options Unvested, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of Options Unvested, Ending balance | 277,500 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 3.44 | |
Number of Options Unvested, Vested | 168,333 | 155,000 |
Number of Options Unvested, Forfeited or expired | 21,666 | |
Number of Options Unvested, Ending balance | 100,835 | 290,834 |
Weighted Average Grant Date Fair Value, Ending balance | $ 3.95 | $ 3.13 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Warrants, Beginning balance | 500,620 | |||
Weighted Average Exercise Price, Ending balance | $ 4 | $ 4 | ||
Number of Warrants, Issued | 500,620 | |||
Weighted Average Exercise Price, Issued | $ 4 | $ 4 | ||
Number of Warrants, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Number of Warrants, Forfeited or expired | ||||
Weighted Average Exercise Price, Forfeited or expired | ||||
Number of Warrants, Ending balance | 500,620 | 500,620 | ||
Weighted Average Remaining Life (in Years) | 6 months 29 days | 6 months 14 days | 8 months 12 days | |
Number of Warrants, Ending balance | 500,620 | |||
Weighted Average Exercise Price, Ending balance | $ 4 | $ 4 | $ 4 | $ 4 |
Weighted Average Exercise Price, Forfeited or expired | ||||
Number of Warrants, Ending balance | 500,620 | 500,620 | 500,620 | 500,620 |
SUMMARY OF WARRANT INFORMATION
SUMMARY OF WARRANT INFORMATION (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Weighted Average Exercise Price | $ 4 | $ 4 | |
Number of Warrants | 5,006,204 | ||
Weighted Average Remaining Life (in Years) | 8 months 12 days | ||
Number of Warrants, Exercisable | 5,006,204 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 20, 2022 USD ($) shares | Mar. 04, 2022 USD ($) $ / shares shares | Feb. 02, 2022 USD ($) $ / shares shares | Jul. 14, 2021 USD ($) shares | Jul. 14, 2021 USD ($) shares | Jul. 14, 2021 CAD ($) shares | Mar. 04, 2021 USD ($) | Mar. 04, 2021 CAD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jun. 28, 2023 USD ($) | Apr. 21, 2022 shares | Jul. 14, 2021 $ / shares | Feb. 03, 2021 shares | Jan. 21, 2021 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Issued | 3,098,971 | 0 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 3,098,971 | 0 | ||||||||||||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0 | |||||||||||||||||
Preferred stock voting rights | No | |||||||||||||||||
Common stock, shares outstanding | 63,513,530 | 6,351,354 | 5,804,254 | 6,351,354 | 5,804,254 | 6,351,354 | ||||||||||||
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. | |||||||||||||||||
Shares issued | 162,600 | 178,100 | 196,400 | 1,001,242 | 1,001,242 | 162,600 | ||||||||||||
Share price | (per share) | $ 5 | $ 5 | $ 3.50 | $ 0.05 | ||||||||||||||
Proceeds from issuance of debt | $ 2,781,593 | $ 3,504,346 | ||||||||||||||||
Proceeds from issuance of common stock | $ | $ 813,000 | $ 890,500 | $ 982,000 | $ 1,478,582 | ||||||||||||||
Debt conversion, shares issued | 10,000 | 10,000 | ||||||||||||||||
Debt conversion, shares issued, amount | $ | $ 50,000 | |||||||||||||||||
Maximum percentage of issued and outstanding shares | 10% | |||||||||||||||||
Nonbrokered Private Placement [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||
Proceeds from issuance of debt | $ | $ 2,833,081 | |||||||||||||||||
Debt instrument, face amount | $ | $ 3,098,971 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,098,971 | |||||||||||||||||
Debt conversion, description | (1) the number of Series 1 Shares converted (multiplied by 60% if the initial public offering occurs within six months of the issuance of the Series 1 Shares), divided by (2) the conversion price. The conversion price is the lesser of (1) $6.00, and (2) (if applicable) the greater of (a) 80% of the initial public offering price and (b) $3.00. | |||||||||||||||||
Non-Employee [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||
Share-based compensation expense | $ | $ 212,609 | $ 262,034 | $ 498,450 | $ 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. | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 492,492 | 350,883 | ||||||||||||||||
Time Options [Member] | Non-Employee [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||
Unrecognized compensation expense | $ | $ 324,574 | $ 583,913 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||
Shares issued | 1,003,012 | 196,400 | 1,000,000 | 0.2 | ||||||||||||||
Share price | $ / shares | $ 2 | |||||||||||||||||
Proceeds from issuance of debt | $ 1,616,838 | $ 2,006,022 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||
Shares issued | 500,620 | 500,620 | ||||||||||||||||
Share price | $ / shares | $ 3.50 | |||||||||||||||||
Issued in period | 1,001,242 | 1,001,242 | 1,001,242 | |||||||||||||||
Proceeds from issuance of warrants | $ | $ 3,504,346 | |||||||||||||||||
Warrants and rights outstanding | $ | $ 500,620 | $ 500,620 | $ 500,620 |
SCHEDULE OF PRE-TAX BOOK LOSSES
SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 1,991,286 | $ 1,295,736 |
Foreign | $ 3,401,146 | $ 1,625,589 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Current: | |||||
US Federal | |||||
Canada | |||||
Total current | |||||
Deferred: | |||||
US Federal | |||||
Canada | |||||
Total deferred | |||||
Provision for income taxes |
SCHEDULE OF RECONCILIATION OF E
SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE (Details) | 11 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Canadian statutory income tax rate | 23% | 23% |
US state income taxes | 3.15% | |
Prior period adjustments | (0.16%) | |
Entertainment | (0.01%) | (0.03%) |
US federal rate differential | (1.26%) | (1.11%) |
Valuation allowance | (22.60%) | (19.06%) |
Stock-based compensation | (2.12%) | (2.80%) |
Total | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up costs | $ 149,746 | $ 228,309 |
Net operating loss | 1,734,528 | 329,133 |
Total deferred tax assets | 1,884,274 | 557,443 |
Deferred tax liabilities: | ||
Acquisition costs | (7,961) | |
Depreciation expense | (26,181) | |
Total deferred tax liabilities: | (34,142) | |
Less: valuation allowance | (1,850,132) | (557,443) |
Net deferred taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Corporate statutory rate | 3.15% | |||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 4,429,438 | $ 534,091 | $ 4,429,438 | $ 534,091 |
Operating Loss Carryforwards, Limitations on Use | The U.S. state net operating losses generally start expiring in 20 years. | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 4,429,438 | 4,429,438 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 2,534,234 | $ 943,365 | $ 2,534,234 | $ 943,365 |
Operating Loss Carryforwards, Limitations on Use | the Canadian net operating losses shall begin to expire in 2041 | |||
CANADA | ||||
Operating Loss Carryforwards [Line Items] | ||||
Corporate statutory rate | 23% | 23% |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related party, expenses | $ 1,600,000 | ||
Related party balance | 2,532,690 | $ 2,314,215 | $ 436,011 |
Related party debt | 50,500 | ||
Cory Rosenberg [Member] | |||
Related Party Transaction [Line Items] | |||
Advertising Expense | 643,407 | ||
Andrew Roda [Member] | |||
Related Party Transaction [Line Items] | |||
Advertising Expense | 29,435 | ||
Employee [Member] | |||
Related Party Transaction [Line Items] | |||
Business expenses | 1,278 | ||
Darcy Campbell [Member] | |||
Related Party Transaction [Line Items] | |||
Business expenses | 12,356 | ||
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Related party balance | $ 686,476 | $ 408,893 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 07, 2023 | Sep. 07, 2023 | Aug. 31, 2023 | Aug. 31, 2023 | Jul. 21, 2023 | Jul. 21, 2023 | Jul. 19, 2023 | Jul. 19, 2023 | Jun. 08, 2023 | May 18, 2023 | Apr. 28, 2023 | Jan. 10, 2023 | Jan. 09, 2023 | Jan. 03, 2023 | Apr. 20, 2022 | Mar. 04, 2022 | Feb. 02, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Jun. 28, 2023 | Mar. 31, 2023 | Feb. 06, 2023 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Preferred stock, shares issued | 3,098,971 | 0 | |||||||||||||||||||||
Proceeds from investors | $ 813,000 | $ 890,500 | $ 982,000 | $ 1,478,582 | |||||||||||||||||||
Convertible Secured Promissory Notes [Member] | Forecast [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 239,130 | $ 239,130 | |||||||||||||||||||||
Preferred stock, shares issued | 239,129 | 239,129 | |||||||||||||||||||||
Proceeds from investors | $ 220,000 | ||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 37,868 | ||||||||||||||||||||||
Paid partial payment of promissory note | 35,000 | ||||||||||||||||||||||
Merchant Loan Agreement [Member] | Web Bank [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 451,000 | ||||||||||||||||||||||
Proceeds from other debt | 410,000 | ||||||||||||||||||||||
Borrowing | $ 41,000 | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 17% | ||||||||||||||||||||||
Nonbrokered Private Placement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 3,098,971 | ||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,098,971 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from other debt | $ 225,000 | $ 410,000 | |||||||||||||||||||||
Repayments of Other Debt | 292,500 | 451,000 | |||||||||||||||||||||
Borrowing | 67,500 | $ 41,000 | |||||||||||||||||||||
Daily repayments | 1,950 | ||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 500,620 | ||||||||||||||||||||||
Subsequent Event [Member] | Convertible Secured Promissory Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 239,130 | $ 239,130 | |||||||||||||||||||||
Preferred stock, shares issued | 239,129 | 239,129 | |||||||||||||||||||||
Proceeds from investors | $ 220,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Click Captial Group LLC [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from other debt | 225,000 | ||||||||||||||||||||||
Repayments of Other Debt | 292,500 | ||||||||||||||||||||||
Borrowing | 67,500 | ||||||||||||||||||||||
Daily repayments | $ 1,950 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | 37,868 | ||||||||||||||||||||||
Paid partial payment of promissory note | $ 35,000 | ||||||||||||||||||||||
Repayments of debt | $ 37,868 | ||||||||||||||||||||||
Subsequent Event [Member] | Merchant Loan Agreement [Member] | Web Bank [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 283,400 | $ 283,400 | |||||||||||||||||||||
Proceeds from other debt | 260,000 | ||||||||||||||||||||||
Borrowing | $ 23,400 | $ 23,400 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 17% | 17% | |||||||||||||||||||||
Proceeds from Bank Debt | $ 260,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Merchant Loan Agreement [Member] | Cloudfund LLC [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 276,040 | $ 276,040 | |||||||||||||||||||||
Proceeds from other debt | 199,774 | ||||||||||||||||||||||
Borrowing | $ 76,266 | $ 76,266 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4% | 4% | |||||||||||||||||||||
Proceeds from Bank Debt | $ 199,774 | ||||||||||||||||||||||
Subsequent Event [Member] | Merchant Loan Agreement [Member] | Curve Capital LLC [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 306,000 | $ 306,000 | |||||||||||||||||||||
Proceeds from other debt | 225,000 | ||||||||||||||||||||||
Borrowing | $ 81,000 | $ 81,000 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 6.12% | 6.12% | |||||||||||||||||||||
Proceeds from Bank Debt | $ 225,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Cory J Rosenberg [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 271,739 | ||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 271,739 | ||||||||||||||||||||||
Gross proceeds | $ 250,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Darcy A Campbell [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | ||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 100,000 | ||||||||||||||||||||||
Gross proceeds | $ 92,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Nonbrokered Private Placement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument face amount | $ 616,304 | $ 764,130 | $ 1,350,000 | $ 368,543 | |||||||||||||||||||
Debt conversion, converted instrument, shares issued | 616,303 | 764,124 | |||||||||||||||||||||
Gross proceeds | $ 567,000 | $ 703,000 | $ 1,242,000 | $ 339,060 | |||||||||||||||||||
Convertible preferred stock, shares | 1,350,001 | 368,543 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible Debenture | $ 2,099,174 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) | 6 Months Ended | ||
Jul. 14, 2021 USD ($) | Jul. 14, 2021 CAD ($) | Jun. 30, 2023 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |||
Proceeds from Issuance of Debt | $ 2,781,593 | $ 3,504,346 | |
Conversion price per share | $ / shares | $ 6 | ||
Debt instrument description | If an event of default shall occur and be continuing, lenders holding greater than 50% of the aggregate principal amount of the convertible notes outstanding at such time may declare all the convertible notes to be in default, at which point the principal amount outstanding on the date of such written notice shall increase to 125% of the principal amount then outstanding, and the interest rate shall increase to 15% or the maximum rate permitted under applicable law until such event of default is cured, if capable of being cured. Additionally, if an event of default has occurred and is continuing without cure, at the end of each calendar month thereafter until the event of default has been cured, the lenders shall be entitled to sweep the cash received in the bank accounts of the Company and its subsidiaries in an aggregate amount equal to 20% of the consolidated revenue of the Company and its subsidiaries during such calendar month. | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 8% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 10% | ||
Nonbrokered Private Placement [Member] | |||
Debt Instrument [Line Items] | |||
Promissory note new principal amount | $ 3,098,971 | ||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,098,971 | ||
Proceeds from Issuance of Debt | $ 2,833,081 | ||
Convertible Notes Payable, Noncurrent | 1,863,945 | ||
Convertible Notes Payable | 969,136 | ||
IPO [Member] | |||
Debt Instrument [Line Items] | |||
Gross proceeds form sale of equity instruments | $ 3,000,000 |
SHARE-BASED PAYMENTS (Details N
SHARE-BASED PAYMENTS (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 14, 2021 USD ($) shares | Jul. 14, 2021 CAD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Jun. 28, 2023 USD ($) | Mar. 04, 2022 $ / shares | Feb. 02, 2022 $ / shares | Jul. 14, 2021 $ / shares | Jan. 21, 2021 $ / shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share price | (per share) | $ 5 | $ 5 | $ 3.50 | $ 0.05 | |||||||
Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share based compensation number of shares issued | shares | 1,001,242 | 1,001,242 | |||||||||
Share price | $ / shares | $ 3.50 | ||||||||||
Proceeds from issuance of warrants | $ 3,504,346 | ||||||||||
Warrants and rights outstanding | $ 500,620 | $ 500,620 | |||||||||
Non-Employee [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share-based compensation expense | $ 212,609 | $ 262,034 | $ 498,450 | $ 355,334 | |||||||
Time Options [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | shares | 492,492 | 350,883 | |||||||||
Time Options [Member] | Non-Employee [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Unrecognized compensation expense | $ 324,574 | $ 583,913 |