Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-53832 | ||
Entity Registrant Name | MALACHITE INNOVATIONS, INC. | ||
Entity Central Index Key | 0001438943 | ||
Entity Tax Identification Number | 75-3268988 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 200 Park Avenue | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Cleveland | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44122 | ||
City Area Code | (216) | ||
Local Phone Number | 304-6556 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | MLCT | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,883,675 | ||
Entity Common Stock, Shares Outstanding | 78,116,814 | ||
Auditor Firm ID | 314 | ||
Auditor Name | MEADEN & MOORE, LTD. | ||
Auditor Location | Cleveland, Ohio |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 442,369 | $ 38,343 |
Accounts receivable | 981,385 | |
Prepaid expenses | 884 | 3,884 |
Total current assets | 1,424,638 | 42,227 |
Long-term Assets | ||
Equipment, net of accumulated depreciation | 6,045,514 | |
Goodwill | 751,421 | |
Deposits | 8,892 | 8,692 |
Total long-term assets | 6,805,827 | 8,692 |
Total Assets | 8,230,465 | 50,919 |
Current Liabilities | ||
Accounts payable | 233,808 | 82,560 |
Current portion of long-term debt | 1,319,201 | |
Line of credit | 350,000 | |
Total current liabilities | 1,553,009 | 432,560 |
Long-term Liabilities | ||
Long-term debt, net of current portion | 3,738,013 | |
Total long-term debt | 3,738,013 | |
Total liabilities | 5,291,022 | 432,560 |
Stockholders’ Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 78,116,814 and 51,450,147 shares issued and outstanding, respectively | 78,117 | 51,450 |
Additional paid-in-capital | 53,074,180 | 48,707,587 |
Accumulated deficit | (50,212,854) | (49,140,678) |
Total stockholders’ equity (deficit) | 2,939,443 | (381,641) |
Total Liabilities and Stockholders’ Equity | $ 8,230,465 | $ 50,919 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 78,116,814 | 51,450,147 |
Common stock, shares outstanding | 78,116,814 | 51,450,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 4,832,278 | |
Cost of services | 3,439,026 | |
Gross profit | 1,393,252 | |
Operating Expenses: | ||
General and administrative | 1,413,774 | 2,022,882 |
Research and development | 298,925 | 470,803 |
Total operating expenses | 1,712,699 | 2,493,685 |
Loss from operations | (1,712,699) | (1,100,433) |
Other income (expense): | ||
Gain on loan forgiveness | 109,435 | |
Interest expense | (81,178) | |
Other income (expense) | (270) | |
Total other income (expense) | (270) | 28,257 |
Net loss | $ (1,712,969) | $ (1,072,176) |
Net loss per share – basic and diluted | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding – basic and diluted | 50,968,292 | 68,112,248 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 50,840 | $ 48,240,263 | $ (47,427,709) | $ 863,394 |
Beginning balance, shares at Mar. 31, 2021 | 50,840,147 | |||
Cancellation of shares | $ (140) | 140 | ||
Cancellation of shares, shares | (140,000) | |||
Shares and warrants issued for cash | $ 750 | 169,200 | 169,950 | |
Shares and warrants issued for cash, shares | 750,000 | |||
Fair value of vested stock options | 297,984 | 297,984 | ||
Net Loss | (1,712,969) | (1,712,969) | ||
Ending balance, value at Dec. 31, 2021 | $ 51,450 | 48,707,587 | (49,140,678) | (381,641) |
Ending balance, shares at Dec. 31, 2021 | 51,450,147 | |||
Shares and warrants issued for cash | $ 21,667 | 3,228,333 | 3,250,000 | |
Shares and warrants issued for cash, shares | 21,666,667 | |||
Fair value of vested stock options | 393,260 | 393,260 | ||
Net Loss | (1,072,176) | (1,072,176) | ||
Shares issued in exchange for Range | $ 5,000 | 745,000 | 750,000 | |
Shares issued in exchange for Range, shares | 5,000,000 | |||
Ending balance, value at Dec. 31, 2022 | $ 78,117 | $ 53,074,180 | $ (50,212,854) | $ 2,939,443 |
Ending balance, shares at Dec. 31, 2022 | 78,116,814 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,712,969) | $ (1,072,176) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of vested stock options | 297,984 | 393,260 |
Depreciation | 395,543 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (91,466) | |
Forgiveness of PPP loan | (109,435) | |
Prepaid expense and other current assets | (689) | 3,000 |
Accounts payable and accrued liabilities | 49,120 | (122,304) |
Deposits | 810 | (200) |
Net cash used in operating activities | (1,365,744) | (603,778) |
Cash flows from investing activities: | ||
Cash acquired in acquisition of Range Environmental Resources | 15,827 | |
Equipment purchases | (5,813,057) | |
Cash paid for acquisition of Range Environmental Resources | (750,000) | |
Net cash used in investing activities | (6,547,230) | |
Cash provided by financing activities: | ||
Proceeds from issuance of common shares and warrants | 169,950 | 3,250,000 |
Proceeds from long-term debt | 350,000 | 5,091,177 |
Repayment of long-term debt | (277,328) | |
Payoff of SBA disaster loan | (158,815) | |
Payoff of line of credit | (350,000) | |
Net cash provided by financing activities | 519,950 | 7,555,034 |
Net increase (decrease) in cash and cash equivalents | (845,794) | 404,026 |
Cash and cash equivalents - beginning of period | 884,137 | 38,343 |
Cash and cash equivalents - end of period | 38,343 | 442,369 |
Supplemental disclosure of cash flow information: | ||
Income taxes | $ 2,400 | |
Supplemental non-cash investing and financing activities: | ||
Shares issued for acquisition | 750,000 | |
Long-term debt from Range Reclamation Entities acquisition | $ 243,365 | |
Forgiveness of PPP loan | (109,435) | |
Cancellation of shares | $ (140) |
BUSINESS OPERATIONS AND SUMMARY
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Malachite Innovations, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. Originally founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business. In 2011, the Company changed its name to Stevia First Corp and pursued a new strategy focused on developing stevia-based additives for the food and beverage industry. In 2015, the Company changed its name to Vitality Biopharma, Inc. and pursued a new strategy focused on developing cannabinoid-based prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract by unlocking the therapeutic properties of cannabinoids but without their unwanted psychoactive side effects. In October 2021, the Company changed its name to Malachite Innovations, Inc. and reorganized its corporate structure and created the following two wholly-owned operating subsidiaries: (i) Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets; and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as a holding company for the Company’s future ESG operating businesses. In May 2022, Daedalus acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range Reclamation Entities”). The Range Reclamation Entities provide land reclamation, water restoration and environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial, agricultural or recreational use. The Range Reclamation Entities’ water restoration services seek to improve rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory standards and requirements. The Range Reclamation Entities also provide environmental consulting services to customers typically in connection with land reclamation and water restoration projects and as an additional value-add service, sells water treatment chemicals manufactured by third parties to their customers. Range Natural also provides resource mining services for customers incidental to the reclamation and repurposing of mine sites. On December 31, 2022, Daedalus was merged into Malachite Innovations, Inc., leaving Malachite Innovations, Inc., as the parent company with full ownership of all of its wholly-owned operating subsidiaries, including the Range Reclamation Entities, Terra Preta, Pristine Stream, Range Security and Graphium. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, 2022, the Company incurred a net loss of $ 1,072,176 603,778 The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of December 31, 2022, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 442,369 1,000,000 Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Graphium Biosciences, Inc., Range Environmental Resources, Inc., Range Natural Resources, Inc., Terra Preta, Inc., Pristine Stream Ventures, Inc., Range Security Resources, Inc., Daedalus Ecosciences, Inc. (merged into Malachite Innovations, Inc. on December 31, 2022), and Vitality Healthtech, Inc. (dissolved in May 2021), and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps; (1) identify the contract with the customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. All revenue is recognized at a point in time. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding at the end of each fiscal period reflected in the consolidated balance sheets. Based on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and, therefore, no 981,385 no No no Equipment Equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF EQUIPMENT December 31, 2022 December 31, 2021 Equipment $ 6,637,814 $ - Accumulated depreciation 592,300 - Net book value 6,045,514 - Depreciation expense $ 395,543 $ - The Company provides for depreciation of equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six-year The Company assesses the recoverability of its equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment. Delivery Costs Delivery costs are classified as cost of sales. Goodwill Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset is impaired. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company had no lease commitments for longer than one year as of December 31, 2022. The laboratory space lease in Rocklin, California was renewed in March 2022 and ends on March 31, 2023. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Options 9,392,544 6,882,544 Warrants 22,313,335 646,668 Total 31,705,879 7,529,212 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Segments As of October 1, 2021, we began operating under two which are wholly-owned subsidiaries of the Company, report the operating results of the Environmental Services segment, which provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
ACQUISITION OF RANGE ENVIRONMEN
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES | 2. ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES In May 2022, the Company and its wholly-owned subsidiary, Daedalus Ecosciences, Inc., entered into a share purchase agreement with Range Environmental Resources, Inc. (“Range Environmental”), and Range Natural Resources, Inc. (“Range Natural”, and collectively with Range Environmental, the “Range Reclamation Entities”), and the two (2) shareholders of the Range Reclamation Entities (the “Range Shareholders”) (the “Share Purchase Agreement”), under which the Company issued a total of 10,000,000 1,000,000 80 Subsequent to entering into the Share Purchase Agreement, the Company discovered that Joshua Justice, one of the Range Shareholders (“Justice”), made certain misrepresentations in the Share Purchase Agreement. On July 12, 2022, the Company entered into a Separation Agreement, by and among the Company, Daedalus Ecosciences, the Range Reclamation Entities, and Justice and his spouse (the “Separation Agreement”) pursuant to which Justice: a) acknowledged that his employment with the Range Reclamation Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities Subsequently, on October 11, 2022, Daedalus Ecosciences and Jeremy Starks, the remaining Range Shareholder (“Starks”), entered into a share purchase agreement, effective as of May 11, 2022 (the “Starks Agreement”), pursuant to which Starks exchanged his 10 10 The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired are set forth below. The allocation of the purchase price is based on management’s estimates. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Cash $ 15,827 Accounts receivables 889,919 Property and equipment 628,000 Goodwill 751,421 Total assets acquired 2,285,167 Fair value of liabilities assumed (785,167 ) Purchase price $ 1,500,000 Cash consideration 750,000 Common stock consideration 750,000 Total purchase price $ 1,500,000 Acquisition transaction costs incurred $ 20,592 Goodwill has an assigned value of $ 751,421 value of the Range Reclamation Entities’ brand reputation, customer base and employee relations. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 3. GOODWILL Goodwill increased to $ 751,421 no value of the Range Reclamation Entities’ employee relations SCHEDULE OF GOODWILL December 31, 2022 December 31, 2021 Range Reclamation Entities: Beginning Balance $ - $ - Acquisitions 751,421 - Adjustments - - Ending Balance $ 751,421 $ - |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | 4. EQUITY Issuance of Common Stock and Warrants In May 2022, the Company entered into two securities purchase agreements providing for the issuance and sale by the Company of (i) 20,000,000 0.15 20,000,000 0.60 3,000,000 In May 2022, the Company purchased 90% of the outstanding common stock of each of the Range Reclamation Entities for a combination of Company shares and cash, as described in Note 2. Only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered outstanding as of December 31, 2022, in order to reflect the effects of the Separation Agreement. In August 2022, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of (i) 1,666,667 0.15 1,666,667 0.60 250,000 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 5. STOCK OPTIONS Stock options issued during the year ended December 31, 2022 During the year ended December 31, 2022, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,650,000 0.18 ten years 277.5 3.82 zero 5 393,260 Stock options issued during the nine months ended December 31, 2021 During the nine months ended December 31, 2021, the Company granted to directors and employees options to purchase an aggregate of 1,150,000 0.277 ten years 385.62 1.25 zero 5 251,455 265,000 242,256 1,150,000 During the year ended December 31, 2022 and the nine months ended December 31, 2021, total stock-based compensation expense related to vested stock options was $ 393,260 297,984 no A summary of the Company’s stock option activity during the year ended December 31, 2022 and the nine months ended December 31, 2021 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at March 31, 2021 5,997,544 $ 0.91 Granted 1,150,000 0.277 Exchanged (265,000 ) Exercised - - Expired - - Forfeited - - Balance outstanding at December 31, 2021 6,882,544 $ 0.69 Granted 2,650,000 0.18 Exercised - - Expired (140,000 ) 1.12 Forfeited - - Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Balance exercisable at December 31, 2022 9,392,544 $ 0.54 At December 31, 2022, the 9,392,544 no A summary of the Company’s stock options outstanding and exercisable as of December 31, 2022 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding and exercisable, December 31, 2022 2,650,000 $ 0.18 $ 0.18 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 1.95 $ 1.50 1.95 597,500 $ 2.00 2.79 $ 2.00 2.79 83,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 9,392,544 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | 6. WARRANTS A summary of warrants to purchase common stock issued during the year ended December 31, 2022 and the nine months ended December 31, 2021 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at March 31, 2021 146,668 $ 3.00 Granted 500,000 0.32 Exercised - - Expired - - Balance outstanding at December 31, 2021 646,668 $ 1.08 Granted 21,666,667 0.60 Exercised - - Expired - - Balance outstanding and exercisable at December 31, 2022 22,313,335 $ 0.61 At December 31, 2022, the 22,313,335 no 646,668 no |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 7. NOTES PAYABLE Range Environmental was granted a loan (the “PPP loan”) from United Bank for $ 109,435 March 9, 2023 1 On August 19, 2022, Range Environmental received notice that the U.S. Small Business Administration (“SBA”) had reviewed the forgiveness application of Range Environmental’s PPP loan and provided forgiveness of the entire principal of the PPP loan plus accrued interest. 109,435 On June 17, 2020, Range Environmental was granted an SBA Disaster Loan in the amount of $ 150,000 3.75 On September 14, 2022, the Company paid the entire balance due on this loan of $ 162,575 12,575 The Company had no |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2022 | |
Line Of Credit | |
LINE OF CREDIT | 8. LINE OF CREDIT In November 2022, the Company secured a line of credit with a bank with a limit of $ 1,000,000 November 30, 2023 1 0 |
EQUITY LINE
EQUITY LINE | 12 Months Ended |
Dec. 31, 2022 | |
Equity Line | |
EQUITY LINE | 9. EQUITY LINE In August 2021, the Company entered into a $ 5,000,000 5,000,000 the Company may submit, from time to time, notices obligating Triton to purchase shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or Triton has purchased the $5,000,000 of shares pursuant to the equity line transaction. On December 31, 2022, this equity line expired with $169,950 of the $5,000,000 available financing used. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The Company had no income tax expense for the year ended December 31, 2022 and the nine months ended December 31, 2021 due to its history of operating losses. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year Ended December 31, 2022 Nine Months Ended December 31, 2021 Federal statutory tax rate (21 )% (21 )% State tax rate, net of federal benefit (7 )% (7 )% Total federal and state tax rate (28 )% (28 )% Valuation allowance 28 % 28 % Effective tax rate - % - % Deferred tax assets and liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Net deferred tax assets: Net operating loss carryforwards $ 6,690,000 $ 5,938,000 Stock-based compensation 3,514,000 3,284,000 Goodwill 202,000 - Research credits 86,000 64,000 Operating lease liability - - Gross deferred tax assets 10,492,000 9,286,000 Less: valuation allowance (9,174,000 ) (8,178,000 ) Total deferred tax assets 1,318,000 1,108,000 Deferred tax liabilities: Derivative income 1,108,000 1,108,000 Fixed assets 210,000 - Operating lease right-of-use asset - - Total deferred tax liabilities 1,318,000 1,108,000 Net deferred income tax assets (liabilities) $ - $ - The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended December 31, 2022 and the nine months ended December 31, 2021, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. During the year ended December 31, 2022 and the nine months ended December 31, 2021, the valuation allowance increased by $ 996,000 491,000 At December 31, 2022 and December 31, 2021, the Company had available Federal and state net operating loss carryforwards (“NOLs”) to reduce future taxable income. For Federal purposes, the amounts available were approximately $ 24.0 22.8 23.4 22.9 The Federal carryforwards expire on various dates through 2042 and the state carryforwards expire through 2039 The Company’s operations are based in California and Ohio and it is subject to Federal, California and Ohio state income tax. Tax years after 2016 are open to examination by United States and state tax authorities. The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of December 31, 2022 and December 31, 2021, no |
LONG-TERM DEBT OBLIGATIONS
LONG-TERM DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT OBLIGATIONS | 11. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on vehicles and equipment, which serves as the collateral. Interest rates range from 3.69 9.95 The debt matures from 2023 through 2028. A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2023 $ 1,319,201 2024 1,048,133 2025 862,958 2026 677,950 2027 638,957 2028 and later 510,015 Total long-term debt $ 5,057,214 |
MAJOR CUSTOMER AND CONCENTRATIO
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 12. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales to the Company’s largest customer were 72 Accounts receivable from the same customer were 62 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company received a letter in February 2021 from counsel for the Company’s director’s and officer’s insurance carrier (the “insurer”) demanding that the Company reimburse the insurer for sums advanced by the insurer to a former director of the Company as defense costs in connection with a claim purportedly arising under a previous directors and officers insurance policy. The Company believes it has no liability for this claim on the basis of, among other things, Nevada law, the Company’s governing documents and the language of the policy. Accordingly, as of December 31, 2022, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for this matter. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services, categories, business segments and major customers in financial statements. The Company has five ● Cannabinoid Drug Development – glycosylated cannabinoid drug development program ● Environmental Services – land reclamation, water restoration and environmental consulting services ● Biochar Products and Solutions - biochar product development and environmental solutions business ● Stream Mitigation Banking – mitigation banks to restore waterways and support economic development ● Environmental Security Services – security services on mines transitioning to next generation industries The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories Drug Development Environmental Services Corporate Total For the year ended December 31, 2022 Drug Development Environmental Services Corporate Total Sales $ - $ 4,832,278 $ - $ 4,832,278 Gross profit - 1,393,252 - 1,393,252 Net income (loss) (470,803 ) 816,469 (1,417,842 ) (1,072,176 ) Total assets - 6,056,568 2,173,897 8,230,465 Depreciation - 395,543 - 395,543 Interest expense - 54,402 26,776 81,178 Tax expense - - - - Capital expenditures for long-lived assets $ - $ 5,813,057 $ - $ - Drug Development Environmental Services Corporate Total For the nine months ended December 31, 2021 Drug Development Environmental Services Corporate Total Net Loss $ (298,925 ) $ (17,484 ) $ (1,396,560 ) $ (1,712,969 ) Net income (loss) $ (298,925 ) $ (17,484 ) $ (1,396,560 ) $ (1,712,969 ) Total assets 8,134 - 42,785 50,919 Depreciation - - - - Other expense - - 270 270 Tax expense - - - - Capital expenditures for long-lived assets $ - $ - $ - $ - |
QUARTERLY DATA (UNAUDITED)
QUARTERLY DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY DATA (UNAUDITED) | 15. QUARTERLY DATA (UNAUDITED) Summarized financial information for each quarter during the year ended December 31, 2022 and the nine months ended December 31, 2021 is below: SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA Quarter ended March 31, 2022 Quarter ended June 30, 2022 Quarter ended September 30, 2022 Quarter ended December 31, 2022 Revenues $ - $ 639,359 $ 1,547,258 $ 2,645,661 Gross profit - 64,952 357,783 970,517 Loss from operations (443,671 ) (423,197 ) (198,002 ) (25,563 ) Net loss (447,974 ) (443,186 ) (119,616 ) (51,400 ) Net loss per share – basic and diluted (0.01 ) (0.01 ) - - Quarter ended June 30, 2021 Quarter ended September 30, 2021 Quarter ended December 31, 2021 Revenues $ - $ - - Gross profit - - - Income (loss) from operations (612,249 ) (504,361 ) (596,089 ) Net income (loss) (612,235 ) (504,358 ) (596,376 ) Net income (loss) per share – basic and diluted (0.01 ) (0.01 ) (0.01 ) |
PRO FORMA DATA (UNAUDITED)
PRO FORMA DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
Pro Forma Data | |
PRO FORMA DATA (UNAUDITED) | 16. PRO FORMA DATA (UNAUDITED) In May 2022, the Company acquired the “Range Reclamation Entities, which primarily focus on the reclamation of former coal mines, and the remediation of non-compliant streams and waterways . The acquired business contributed revenue of 4,832,278 816,469 SCHEDULE OF PRO FORMA DATA INFORMATION Pro forma year ended December 31, 2022 Revenues $ 5,848,298 Gross profit 1,636,284 Net income (loss) (1,235,473 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS In March 2023, the Company entered into a lease of our office and laboratory space at 2224A Sierra Meadows Drive, Rocklin, California 95677, which requires a lease payment of approximately $ 3,000 March 31, 2024 |
BUSINESS OPERATIONS AND SUMMA_2
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, 2022, the Company incurred a net loss of $ 1,072,176 603,778 The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of December 31, 2022, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 442,369 1,000,000 |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Graphium Biosciences, Inc., Range Environmental Resources, Inc., Range Natural Resources, Inc., Terra Preta, Inc., Pristine Stream Ventures, Inc., Range Security Resources, Inc., Daedalus Ecosciences, Inc. (merged into Malachite Innovations, Inc. on December 31, 2022), and Vitality Healthtech, Inc. (dissolved in May 2021), and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year end is December 31. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps; (1) identify the contract with the customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. All revenue is recognized at a point in time. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding at the end of each fiscal period reflected in the consolidated balance sheets. Based on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and, therefore, no 981,385 no No no |
Equipment | Equipment Equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF EQUIPMENT December 31, 2022 December 31, 2021 Equipment $ 6,637,814 $ - Accumulated depreciation 592,300 - Net book value 6,045,514 - Depreciation expense $ 395,543 $ - The Company provides for depreciation of equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six-year The Company assesses the recoverability of its equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment. |
Delivery Costs | Delivery Costs Delivery costs are classified as cost of sales. |
Goodwill | Goodwill Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset is impaired. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. |
Leases | Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company had no lease commitments for longer than one year as of December 31, 2022. The laboratory space lease in Rocklin, California was renewed in March 2022 and ends on March 31, 2023. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Options 9,392,544 6,882,544 Warrants 22,313,335 646,668 Total 31,705,879 7,529,212 |
Patents and Patent Application Costs | Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
Segments | Segments As of October 1, 2021, we began operating under two which are wholly-owned subsidiaries of the Company, report the operating results of the Environmental Services segment, which provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
BUSINESS OPERATIONS AND SUMMA_3
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EQUIPMENT | SCHEDULE OF EQUIPMENT December 31, 2022 December 31, 2021 Equipment $ 6,637,814 $ - Accumulated depreciation 592,300 - Net book value 6,045,514 - Depreciation expense $ 395,543 $ - |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Options 9,392,544 6,882,544 Warrants 22,313,335 646,668 Total 31,705,879 7,529,212 |
ACQUISITION OF RANGE ENVIRONM_2
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE | SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Cash $ 15,827 Accounts receivables 889,919 Property and equipment 628,000 Goodwill 751,421 Total assets acquired 2,285,167 Fair value of liabilities assumed (785,167 ) Purchase price $ 1,500,000 Cash consideration 750,000 Common stock consideration 750,000 Total purchase price $ 1,500,000 Acquisition transaction costs incurred $ 20,592 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL December 31, 2022 December 31, 2021 Range Reclamation Entities: Beginning Balance $ - $ - Acquisitions 751,421 - Adjustments - - Ending Balance $ 751,421 $ - |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | A summary of the Company’s stock option activity during the year ended December 31, 2022 and the nine months ended December 31, 2021 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at March 31, 2021 5,997,544 $ 0.91 Granted 1,150,000 0.277 Exchanged (265,000 ) Exercised - - Expired - - Forfeited - - Balance outstanding at December 31, 2021 6,882,544 $ 0.69 Granted 2,650,000 0.18 Exercised - - Expired (140,000 ) 1.12 Forfeited - - Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Balance exercisable at December 31, 2022 9,392,544 $ 0.54 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | A summary of the Company’s stock options outstanding and exercisable as of December 31, 2022 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding and exercisable, December 31, 2022 2,650,000 $ 0.18 $ 0.18 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 1.95 $ 1.50 1.95 597,500 $ 2.00 2.79 $ 2.00 2.79 83,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 9,392,544 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrants to purchase common stock issued during the year ended December 31, 2022 and the nine months ended December 31, 2021 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at March 31, 2021 146,668 $ 3.00 Granted 500,000 0.32 Exercised - - Expired - - Balance outstanding at December 31, 2021 646,668 $ 1.08 Granted 21,666,667 0.60 Exercised - - Expired - - Balance outstanding and exercisable at December 31, 2022 22,313,335 $ 0.61 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year Ended December 31, 2022 Nine Months Ended December 31, 2021 Federal statutory tax rate (21 )% (21 )% State tax rate, net of federal benefit (7 )% (7 )% Total federal and state tax rate (28 )% (28 )% Valuation allowance 28 % 28 % Effective tax rate - % - % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred tax assets and liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Net deferred tax assets: Net operating loss carryforwards $ 6,690,000 $ 5,938,000 Stock-based compensation 3,514,000 3,284,000 Goodwill 202,000 - Research credits 86,000 64,000 Operating lease liability - - Gross deferred tax assets 10,492,000 9,286,000 Less: valuation allowance (9,174,000 ) (8,178,000 ) Total deferred tax assets 1,318,000 1,108,000 Deferred tax liabilities: Derivative income 1,108,000 1,108,000 Fixed assets 210,000 - Operating lease right-of-use asset - - Total deferred tax liabilities 1,318,000 1,108,000 Net deferred income tax assets (liabilities) $ - $ - |
LONG-TERM DEBT OBLIGATIONS (Tab
LONG-TERM DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF LONG TERM DEBT | A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2023 $ 1,319,201 2024 1,048,133 2025 862,958 2026 677,950 2027 638,957 2028 and later 510,015 Total long-term debt $ 5,057,214 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT | Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories Drug Development Environmental Services Corporate Total For the year ended December 31, 2022 Drug Development Environmental Services Corporate Total Sales $ - $ 4,832,278 $ - $ 4,832,278 Gross profit - 1,393,252 - 1,393,252 Net income (loss) (470,803 ) 816,469 (1,417,842 ) (1,072,176 ) Total assets - 6,056,568 2,173,897 8,230,465 Depreciation - 395,543 - 395,543 Interest expense - 54,402 26,776 81,178 Tax expense - - - - Capital expenditures for long-lived assets $ - $ 5,813,057 $ - $ - Drug Development Environmental Services Corporate Total For the nine months ended December 31, 2021 Drug Development Environmental Services Corporate Total Net Loss $ (298,925 ) $ (17,484 ) $ (1,396,560 ) $ (1,712,969 ) Net income (loss) $ (298,925 ) $ (17,484 ) $ (1,396,560 ) $ (1,712,969 ) Total assets 8,134 - 42,785 50,919 Depreciation - - - - Other expense - - 270 270 Tax expense - - - - Capital expenditures for long-lived assets $ - $ - $ - $ - |
QUARTERLY DATA (UNAUDITED) (Tab
QUARTERLY DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA | Summarized financial information for each quarter during the year ended December 31, 2022 and the nine months ended December 31, 2021 is below: SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA Quarter ended March 31, 2022 Quarter ended June 30, 2022 Quarter ended September 30, 2022 Quarter ended December 31, 2022 Revenues $ - $ 639,359 $ 1,547,258 $ 2,645,661 Gross profit - 64,952 357,783 970,517 Loss from operations (443,671 ) (423,197 ) (198,002 ) (25,563 ) Net loss (447,974 ) (443,186 ) (119,616 ) (51,400 ) Net loss per share – basic and diluted (0.01 ) (0.01 ) - - Quarter ended June 30, 2021 Quarter ended September 30, 2021 Quarter ended December 31, 2021 Revenues $ - $ - - Gross profit - - - Income (loss) from operations (612,249 ) (504,361 ) (596,089 ) Net income (loss) (612,235 ) (504,358 ) (596,376 ) Net income (loss) per share – basic and diluted (0.01 ) (0.01 ) (0.01 ) |
PRO FORMA DATA (UNAUDITED) (Tab
PRO FORMA DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Pro Forma Data | |
SCHEDULE OF PRO FORMA DATA INFORMATION | SCHEDULE OF PRO FORMA DATA INFORMATION Pro forma year ended December 31, 2022 Revenues $ 5,848,298 Gross profit 1,636,284 Net income (loss) (1,235,473 ) |
SCHEDULE OF EQUIPMENT (Details)
SCHEDULE OF EQUIPMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Equipment | $ 6,637,814 | |
Accumulated depreciation | 592,300 | |
Net book value | 6,045,514 | |
Depreciation | $ 395,543 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 31,705,879 | 7,529,212 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,392,544 | 6,882,544 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 22,313,335 | 646,668 |
BUSINESS OPERATIONS AND SUMMA_4
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 02, 2021 Segment | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||||||||
Net loss | $ 51,400 | $ 119,616 | $ 443,186 | $ 447,974 | $ 596,376 | $ 504,358 | $ 612,235 | $ 1,712,969 | $ 1,072,176 | ||
Cash used in operating activities | 1,365,744 | $ 603,778 | |||||||||
Going concern, description | The Company estimates, as of December 31, 2022, that it has sufficient funds to operate the business for 12 months given its cash balance of $442,369, line of credit availability of $1,000,000, and revenues being generated by the Range Reclamation Entities. | ||||||||||
Cash balance | 442,369 | 38,343 | 38,343 | $ 442,369 | |||||||
Line of credit current borrowing capacity | 1,000,000 | 1,000,000 | |||||||||
Allowances for doubtful accounts receivable | 0 | 0 | 0 | 0 | |||||||
Accounts receivable | $ 981,385 | 981,385 | $ 0 | ||||||||
Bad debt expense | $ 0 | $ 0 | |||||||||
Equipment estimated useful lives | six-year | ||||||||||
Number of operating segments | Segment | 2 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 751,421 | |||
Cash consideration | $ 750,000 | |||
Range Entities [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 15,827 | |||
Accounts receivables | 889,919 | |||
Property and equipment | 628,000 | |||
Goodwill | 751,421 | |||
Total assets acquired | 2,285,167 | |||
Fair value of liabilities assumed | (785,167) | |||
Purchase price | 1,500,000 | |||
Cash consideration | 750,000 | |||
Common stock consideration | 750,000 | |||
Total purchase price | 1,500,000 | |||
Acquisition transaction costs incurred | $ 20,592 |
ACQUISITION OF RANGE ENVIRONM_3
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jul. 12, 2022 | May 31, 2022 | Dec. 31, 2022 | Oct. 11, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 751,421 | |||||
Range Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash consideration | $ 1,500,000 | |||||
Goodwill | $ 751,421 | |||||
Share Purchase Agreement [Member] | Range Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, ownership percentage | 80% | |||||
Share Purchase Agreement [Member] | Jeremy Starks [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, ownership percentage | 10% | |||||
Contractual profits interest | 10% | |||||
Share Purchase Agreement [Member] | Range Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 10,000,000 | |||||
Business acquisition, cash consideration | $ 1,000,000 | |||||
Separation Agreement [Member] | Range Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Agreement, description | pursuant to which Justice: a) acknowledged that his employment with the Range Reclamation Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | ||
Acquisitions | 751,421 | |
Adjustments | ||
Ending Balance | $ 751,421 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 751,421 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from sale of stock and warrants | $ 169,950 | $ 3,250,000 | ||
Two Securities Purchase Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock, shares issued | 20,000,000 | |||
Sale of stock, price per share | $ 0.15 | |||
Warrants issued to purchase stock | 20,000,000 | |||
Warrant exercise price | $ 0.60 | |||
Proceeds from sale of stock and warrants | $ 3,000,000 | |||
Securities Purchase Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock, shares issued | 1,666,667 | |||
Sale of stock, price per share | $ 0.15 | |||
Warrants issued to purchase stock | 1,666,667 | |||
Warrant exercise price | $ 0.60 | |||
Proceeds from sale of stock and warrants | $ 250,000 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares Outstanding, Beginning Balance | 5,997,544 | 6,882,544 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 0.91 | $ 0.69 |
Shares, Granted | 1,150,000 | 2,650,000 |
Weighted Average Exercise Price, Outstanding Granted | $ 0.277 | $ 0.18 |
Shares, Exchanged | (265,000) | |
Shares, Exercised | ||
Weighted Average Exercise Price, Outstanding Exercised | ||
Shares, Expired | (140,000) | |
Weighted Average Exercise Price, Outstanding Expired | $ 1.12 | |
Shares, Forfeited | ||
Weighted Average Exercise Price, Outstanding Forfeited | ||
Shares Outstanding, Ending Balance | 6,882,544 | 9,392,544 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 0.69 | $ 0.54 |
Shares, Balance Exercisable | 9,392,544 | |
Weighted Average Exercise Price, Outstanding Balance exercisable | $ 0.54 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | Dec. 31, 2022 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 9,392,544 |
Stock Options One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 2,650,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.18 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.18 |
Stock Options Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 1,150,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.277 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.277 |
Stock Options Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 750,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.30 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.30 |
Stock Options Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 2,000,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.35 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.35 |
Stock Options Five [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 1,664,542 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.50 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.50 |
Stock Options Six [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 128,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.96 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.96 |
Stock Options Seven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 350,834 |
Stock Options Seven [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 1.50 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 1.50 |
Stock Options Seven [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 1.95 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 1.95 |
Stock Options Eight [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 597,500 |
Stock Options Eight [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 2 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 2 |
Stock Options Eight [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 2.79 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 2.79 |
Stock Options Nine [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 83,334 |
Stock Options Nine [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 3.10 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 3.10 |
Stock Options Nine [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 3.80 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 3.80 |
Stock Options Ten [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 18,334 |
Stock Options Ten [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 4 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 4 |
Stock Options Ten [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 4.70 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 4.70 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise prices | $ 0.277 | $ 0.18 | |
Cancelled options to purchase common stock | |||
Options to purchase shares of common stock | 1,150,000 | 2,650,000 | |
Stock based compensation expense | $ 297,984 | $ 393,260 | |
Unamortized cost of outstanding stock-based awards | $ 0 | ||
Stock options outstanding | 6,882,544 | 9,392,544 | 5,997,544 |
Stock options, intrinsic value | $ 0 | ||
Directors And Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value of the option grants to employees | $ 1,150,000 | $ 2,650,000 | |
Exercise prices | $ 0.277 | $ 0.18 | |
Options expiration period | 10 years | 10 years | |
Volatility rate | 385.62% | 277.50% | |
Discount rate | 1.25% | 3.82% | |
Expected dividend yield | 0% | 0% | |
Expected life | 5 years | 5 years | |
Options to purchase shares of common stock | 1,150,000 | ||
Directors And Employees [Member] | New Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options to purchase shares of common stock | 242,256 | ||
Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value of the option grants to employees | $ 251,455 | $ 393,260 | |
Two Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Cancelled options to purchase common stock | 265,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Number of Shares, Warrants Outstanding, Beginning Balance | 146,668 | 646,668 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ 3 | $ 1.08 |
Number of Shares, Warrants Granted | 500,000 | 21,666,667 |
Weighted Average Exercise Price, Warrants Outstanding, Granted | $ 0.32 | $ 0.60 |
Number of Shares, Warrants Exercised | ||
Weighted Average Exercise Price, Warrants Outstanding, Exercised | ||
Number of Shares, Warrants Expired | ||
Weighted Average Exercise Price, Warrants Outstanding, Expired | ||
Number of Shares, Warrants Outstanding and Exercisable Ending | 646,668 | 22,313,335 |
Weighted Average Exercise Price, Warrants Outstanding, Outstanding and Exercisable, Ending Balance | $ 0.61 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants outstanding | 22,313,335 | 646,668 |
Warrants intrinsic value | $ 0 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 14, 2022 | Mar. 09, 2021 | Jun. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Gain on loan forgiveness | $ 109,435 | ||||
Notes payable outstanding | $ 0 | ||||
PPP Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from loan | $ 109,435 | ||||
Debt maturity date | Mar. 09, 2023 | ||||
Debt interest rate | 1% | ||||
SBA Disaster Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from loan | $ 150,000 | ||||
Debt interest rate | 3.75% | ||||
Repayment of loan | $ 162,575 | ||||
Accrued interest | $ 12,575 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 30, 2022 | Dec. 31, 2022 | |
Line Of Credit | ||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | |
Line of credit facility, expiration date | Nov. 30, 2023 | |
Line of credit facility, interest rate during period | 1% | |
Long term line of credit | $ 0 |
EQUITY LINE (Details Narrative)
EQUITY LINE (Details Narrative) - Securities Purchase Agreement [Member] | 1 Months Ended |
Aug. 31, 2021 USD ($) | |
Triton Funds, LP [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sale of stock, shares issued | $ 5,000,000 |
Triton Funds, LP [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sale of stock, shares issued | $ 5,000,000 |
Purchaser [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sale of stock, description | the Company may submit, from time to time, notices obligating Triton to purchase shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or Triton has purchased the $5,000,000 of shares pursuant to the equity line transaction. On December 31, 2022, this equity line expired with $169,950 of the $5,000,000 available financing used. |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State tax rate, net of federal benefit | (7.00%) | (7.00%) |
Total federal and state tax rate | (28.00%) | (28.00%) |
Valuation allowance | 28% | 28% |
Effective tax rate |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 6,690,000 | $ 5,938,000 |
Stock-based compensation | 3,514,000 | 3,284,000 |
Goodwill | 202,000 | |
Research credits | 86,000 | 64,000 |
Operating lease liability | ||
Gross deferred tax assets | 10,492,000 | 9,286,000 |
Less: valuation allowance | (9,174,000) | (8,178,000) |
Total deferred tax assets | 1,318,000 | 1,108,000 |
Derivative income | 1,108,000 | 1,108,000 |
Fixed assets | 210,000 | |
Operating lease right-of-use asset | ||
Total deferred tax liabilities | 1,318,000 | 1,108,000 |
Net deferred income tax assets (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Increased in valuation allowances | $ 491,000 | $ 996,000 |
Federal net operating loss carryforwards | 22,800,000 | 24,000,000 |
State net operating loss carryforwards | 22,900,000 | $ 23,400,000 |
Income tax description | The Federal carryforwards expire on various dates through 2042 and the state carryforwards expire through 2039 | |
Liability for unrecognized tax benefits | $ 0 | $ 0 |
SCHEDULE OF MATURITIES OF LONG
SCHEDULE OF MATURITIES OF LONG TERM DEBT (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,319,201 |
2024 | 1,048,133 |
2025 | 862,958 |
2026 | 677,950 |
2027 | 638,957 |
2028 and later | 510,015 |
Total long-term debt | $ 5,057,214 |
LONG-TERM DEBT OBLIGATIONS (Det
LONG-TERM DEBT OBLIGATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Long term debt, interest rates | 3.69% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Long term debt, interest rates | 9.95% |
Long term debt, maturity description | The debt matures from 2023 through 2028. |
MAJOR CUSTOMER AND CONCENTRAT_2
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member] - Largest Customers [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Benchmark [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 72% |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 62% |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||||||
Sales | $ 2,645,661 | $ 1,547,258 | $ 639,359 | $ 4,832,278 | |||||
Gross profit | 970,517 | 357,783 | 64,952 | 1,393,252 | |||||
Net income (loss) | (51,400) | $ (119,616) | $ (443,186) | $ (447,974) | (596,376) | $ (504,358) | $ (612,235) | (1,712,969) | (1,072,176) |
Total assets | 8,230,465 | 50,919 | 50,919 | 8,230,465 | |||||
Depreciation | 395,543 | ||||||||
Interest expense | 81,178 | ||||||||
Tax expense | |||||||||
Capital expenditures for long-lived assets | |||||||||
Other expense | 270 | ||||||||
Drug Development [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Sales | |||||||||
Gross profit | |||||||||
Net income (loss) | (298,925) | (470,803) | |||||||
Total assets | 8,134 | 8,134 | |||||||
Depreciation | |||||||||
Interest expense | |||||||||
Tax expense | |||||||||
Capital expenditures for long-lived assets | |||||||||
Other expense | |||||||||
Environmental Services [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Sales | 4,832,278 | ||||||||
Gross profit | 1,393,252 | ||||||||
Net income (loss) | (17,484) | 816,469 | |||||||
Total assets | 6,056,568 | 6,056,568 | |||||||
Depreciation | 395,543 | ||||||||
Interest expense | 54,402 | ||||||||
Tax expense | |||||||||
Capital expenditures for long-lived assets | 5,813,057 | ||||||||
Other expense | |||||||||
Corporate Segment [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Sales | |||||||||
Gross profit | |||||||||
Net income (loss) | (1,396,560) | (1,417,842) | |||||||
Total assets | $ 2,173,897 | $ 42,785 | 42,785 | 2,173,897 | |||||
Depreciation | |||||||||
Interest expense | 26,776 | ||||||||
Tax expense | |||||||||
Capital expenditures for long-lived assets | |||||||||
Other expense | $ 270 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 5 |
SUMMARY OF FINANCIAL INFORMATIO
SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||
Revenues | $ 2,645,661 | $ 1,547,258 | $ 639,359 | $ 4,832,278 | |||||
Gross profit | 970,517 | 357,783 | 64,952 | 1,393,252 | |||||
Income (loss) from operations | (25,563) | (198,002) | (423,197) | (443,671) | (596,089) | (504,361) | (612,249) | (1,712,699) | (1,100,433) |
Net income (loss) | $ (51,400) | $ (119,616) | $ (443,186) | $ (447,974) | $ (596,376) | $ (504,358) | $ (612,235) | $ (1,712,969) | $ (1,072,176) |
Net income (loss) per share – basic and diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
SCHEDULE OF PRO FORMA DATA INFO
SCHEDULE OF PRO FORMA DATA INFORMATION (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Pro Forma Data | ||
Revenues | $ 4,832,278 | $ 5,848,298 |
Gross profit | 1,636,284 | |
Net income (loss) | $ 816,469 | $ (1,235,473) |
PRO FORMA DATA (UNAUDITED) (Det
PRO FORMA DATA (UNAUDITED) (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Pro Forma Data | ||
Revenue | $ 4,832,278 | $ 5,848,298 |
Net income (loss) | $ 816,469 | $ (1,235,473) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Mar. 31, 2023 USD ($) | |
Subsequent Event [Line Items] | |
Lease payment | $ 3,000 |
Lease expiration date | Mar. 31, 2024 |