Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 89,690,149 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 1,026,286 | $ 442,369 |
Accounts receivable | 2,897,234 | 981,385 |
Unbilled receivables | 49,148 | |
Prepaid expenses | 103,082 | 884 |
Total current assets | 4,075,750 | 1,424,638 |
Long-term Assets | ||
Property, plant and equipment, net | 12,465,584 | 6,045,514 |
Land | 1,531,758 | |
Goodwill | 751,421 | 751,421 |
Deposits | 19,976 | 8,892 |
Total long-term assets | 14,768,739 | 6,805,827 |
Total Assets | 18,844,489 | 8,230,465 |
Current Liabilities | ||
Accounts payable | 924,282 | 233,808 |
Current portion of long-term debt | 2,511,380 | 1,319,201 |
Line of credit | 1,900,000 | |
Total current liabilities | 5,335,662 | 1,553,009 |
Long-term Liabilities | ||
Long-term debt, net of current portion | 5,891,557 | 3,738,013 |
Total long-term debt | 5,891,557 | 3,738,013 |
Total liabilities | 11,227,219 | 5,291,022 |
Stockholders’ Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 87,516,815 and 78,116,814 shares issued and outstanding, respectively | 87,517 | 78,117 |
Additional paid-in-capital | 54,528,530 | 53,074,180 |
Accumulated deficit | (46,998,777) | (50,212,854) |
Total stockholders’ equity | 7,617,270 | 2,939,443 |
Total Liabilities and Stockholders’ Equity | 18,844,489 | 8,230,465 |
Equipment [Member] | ||
Long-term Assets | ||
Property, plant and equipment, net | 12,268,855 | 6,045,514 |
Building [Member] | ||
Long-term Assets | ||
Property, plant and equipment, net | $ 196,729 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 87,516,815 | 78,116,814 |
Common stock, shares outstanding | 87,516,815 | 78,116,814 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,455,633 | $ 1,547,258 | $ 12,468,787 | $ 2,186,617 |
Cost of services | 2,597,867 | 1,189,475 | 8,116,918 | 1,763,882 |
Gross profit | 2,857,766 | 357,783 | 4,351,869 | 422,735 |
Operating expenses: | ||||
General and administrative | 1,057,055 | 449,041 | 2,419,001 | 1,147,308 |
Research and development | 140,840 | 106,744 | 354,461 | 340,297 |
Total operating expenses | 1,197,895 | 555,785 | 2,773,462 | 1,487,605 |
Income (loss) from operations | 1,659,871 | (198,002) | 1,578,407 | (1,064,870) |
Other income: | ||||
Gain on bargain purchase | 1,875,150 | 1,875,150 | ||
Interest expense | (135,467) | (31,049) | (244,101) | (55,341) |
Interest income | 4,621 | 4,621 | ||
Gain on loan forgiveness | 109,435 | 109,435 | ||
Total other income, net | 1,744,304 | 78,386 | 1,635,670 | 54,094 |
Net income (loss) | $ 3,404,175 | $ (119,616) | $ 3,214,077 | $ (1,010,776) |
Income (loss) per common share, basic | $ 0.04 | $ 0 | $ 0.04 | $ (0.02) |
Income (loss) per common share, diluted | $ 0.04 | $ 0 | $ 0.04 | $ (0.02) |
Weighted average number of common shares outstanding, basic | 83,531,308 | 77,084,205 | 80,742,455 | 64,740,745 |
Weighted average number of common shares outstanding, diluted | 83,531,308 | 77,084,205 | 80,742,455 | 64,740,745 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 51,450 | $ 48,707,587 | $ (49,140,678) | $ (381,641) |
Balance, shares at Dec. 31, 2021 | 51,450,147 | |||
Shares issued for cash | $ 21,667 | 3,228,333 | 3,250,000 | |
Shares issued for cash, shares | 21,666,667 | |||
Net income ( loss) | (1,010,776) | (1,010,776) | ||
Shares issued in exchange for Range | $ 5,000 | 745,000 | 750,000 | |
Shares issued in exchange for Range, shares | 5,000,000 | |||
Balance at Sep. 30, 2022 | $ 78,117 | 52,680,920 | (50,151,454) | 2,607,583 |
Balance, shares at Sep. 30, 2022 | 78,116,814 | |||
Balance at Jun. 30, 2022 | $ 76,450 | 52,432,587 | (50,031,838) | 2,477,199 |
Balance, shares at Jun. 30, 2022 | 76,450,147 | |||
Shares issued for cash | $ 1,667 | 248,333 | 250,000 | |
Shares issued for cash, shares | 1,666,667 | |||
Net income ( loss) | (119,616) | (119,616) | ||
Balance at Sep. 30, 2022 | $ 78,117 | 52,680,920 | (50,151,454) | 2,607,583 |
Balance, shares at Sep. 30, 2022 | 78,116,814 | |||
Balance at Dec. 31, 2022 | $ 78,117 | 53,074,180 | (50,212,854) | 2,939,443 |
Balance, shares at Dec. 31, 2022 | 78,116,814 | |||
Shares issued for cash | $ 9,400 | 1,400,600 | 1,410,000 | |
Shares issued for cash, shares | 9,400,001 | |||
Fair value of vested stock options | 53,750 | 53,750 | ||
Net income ( loss) | 3,214,077 | 3,214,077 | ||
Balance at Sep. 30, 2023 | $ 87,517 | 54,528,530 | (46,998,777) | 7,617,270 |
Balance, shares at Sep. 30, 2023 | 87,516,815 | |||
Balance at Jun. 30, 2023 | $ 80,850 | 53,517,367 | (50,402,952) | 3,195,265 |
Balance, shares at Jun. 30, 2023 | 80,850,148 | |||
Shares issued for cash | $ 6,667 | 993,333 | 1,000,000 | |
Shares issued for cash, shares | 6,666,667 | |||
Fair value of vested stock options | 17,830 | 17,830 | ||
Net income ( loss) | 3,404,175 | 3,404,175 | ||
Balance at Sep. 30, 2023 | $ 87,517 | $ 54,528,530 | $ (46,998,777) | $ 7,617,270 |
Balance, shares at Sep. 30, 2023 | 87,516,815 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ 3,404,175 | $ (119,616) | $ 3,214,077 | $ (1,010,776) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Gain on bargain purchase | (1,875,150) | (1,875,150) | |||
Fair value of vested stock options | 53,750 | ||||
Depreciation | 373,935 | 1,069,845 | 187,923 | $ 395,543 | |
Changes in operating assets and liabilities: | |||||
Accounts receivable | (1,915,848) | 554,181 | |||
Unbilled receivables | (49,148) | (161,263) | |||
Forgiveness of PPP loan | (109,435) | ||||
Prepaid expense and other current assets | (102,198) | 3,000 | |||
Accounts payable and accrued liabilities | 690,475 | (31,966) | |||
Deposits | (11,084) | (200) | |||
Net cash provided by (used in) operating activities | 1,074,719 | (568,536) | |||
Cash flows from investing activities: | |||||
Equipment purchases | (1,134,417) | (1,243,329) | |||
Cash paid in consideration for Collins Building acquisition | (1,000,000) | ||||
Long-term debt issued for Collins Building acquisition | (4,035,250) | ||||
Cash paid for acquisition of land | (976,858) | ||||
Cash acquired in acquisition of Range Environmental Resources | 15,827 | ||||
Cash paid for acquisition of Range Environmental Resources | (750,000) | ||||
Net cash used in investing activities | (7,146,525) | (1,977,502) | |||
Cash flows from financing activities: | |||||
Issuance of shares for cash | 1,410,000 | 3,250,000 | |||
Proceeds from notes issued in acquisition of Collins Building | 4,035,250 | ||||
Proceeds from long-term debt | 383,202 | 923,309 | |||
Repayment of long-term debt | (1,072,729) | (158,815) | |||
Proceeds from (payoff of) line of credit | 1,900,000 | (350,000) | |||
Net cash provided by financing activities | 6,655,723 | 3,664,494 | |||
Net increase in cash and cash equivalents | 583,917 | 1,118,456 | |||
Cash and cash equivalents – beginning of period | 442,369 | 38,343 | 38,343 | ||
Cash and cash equivalents – end of period | $ 1,026,286 | $ 1,156,799 | 1,026,286 | 1,156,799 | $ 442,369 |
Cash paid during the period for: | |||||
Interest | 244,101 | 55,341 | |||
Forgiveness of PPP loan | 109,435 | ||||
Stock issued for acquisition | 750,000 | ||||
Income taxes |
BUSINESS OPERATIONS AND SUMMARY
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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”, “our” or “Malachite”), was incorporated in the State of Nevada on June 29, 2007. Malachite is a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Malachite owns and operates several complementary operating businesses focused on developing long-term solutions to environmental, social, and health challenges, with a particular focus on economically disadvantaged communities. Malachite takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Malachite seeks to thoughtfully allocate its capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders. Originally founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business focused on Canadian gold reserves, but failed to secure any mineral reserves to execute its strategy. In 2011, the Company changed its name to Stevia First Corp., relocated its operations to California, and pursued a new strategy focused on developing stevia-based sweetener additives for the food and beverage industry by using a novel glycosylation process it developed to chemically attach glucose molecules to stevia molecules. In 2015, due a lack of commercial viability of its glycosylated stevia product, the Company changed its name to Vitality Biopharma, Inc. and used the same glycosylation process to develop non-psychoactive glycosylated cannabinoids for the treatment of chronic inflammatory conditions of the gastrointestinal tract. In October 2021, the Company changed its name to Malachite Innovations, Inc. and created 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 impact investing operating businesses. I n 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. 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 nine months ended September 30, 2023, the Company recorded net income of $ 3,214,077 1,074,719 The ability to continue as a going concern is dependent on the Company 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 September 30, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 1,026,286 100,000 Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries 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. 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, stone and other products and recognizes revenue when the products are delivered to the customer’s designated site or when control of these products is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. Sales and other taxes that the Company collects concurrent with revenue producing activities are excluded from revenue. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The Company also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project. All revenue is recognized at a point in time. The Company recognizes revenue from contracts for financial reporting purposes over time. Progress toward completion of the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change significantly within the near term. 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 2,897,234 981,385 No no Unbilled Receivables Unbilled receivables represent revenue that has been recognized on projects for which billings have not been presented to the customer because the amounts were earned but not billable at the balance sheet date. Property and Equipment Property and 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 September 30, 2023 December 31, 2022 Equipment $ 13,926,936 $ 6,637,814 Buildings 199,500 - Property and equipment, gross 199,500 - Accumulated depreciation (1,660,852 ) (592,300 ) Net book value 12,465,584 6,045,514 Depreciation expense $ 1,069,845 $ 395,543 The Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six The Company assesses the recoverability of its property and 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. Land Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was 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. As of September 30, 2023, the Company had no material lease commitments. 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 Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net income (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 income (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 income (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 September 30, 2023 December 31, 2022 Options 9,862,544 9,392,544 Warrants 25,046,669 22,313,335 Total 34,909,213 31,705,879 Anti-dilutive loss per share 34,909,213 31,705,879 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 glycosylated cannabinoid drug 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 September 30, 2023, the Company has five which report the operating results of the Range Reclaim segment, which provides land reclamation, water restoration and incidental mining to mining and non-mining customers throughout Appalachia 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 and major customers. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; geographic location of operation; 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 COLLINS BUILDING
ACQUISITION OF COLLINS BUILDING & CONTRACTING | 9 Months Ended |
Sep. 30, 2023 | |
Collins Building and Contracting [Member] | |
Business Acquisition [Line Items] | |
ACQUISITION OF COLLINS BUILDING & CONTRACTING | 2. ACQUISITION OF COLLINS BUILDING & CONTRACTING On August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins Building”), pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration of $1,000,000, (b) a five-year secured promissory note in the principal amount of $2,000,000, bearing interest at 7.0% per annum (the “First Promissory Note”), and (c) a two-year secured promissory note in the principal amount of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”). 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. Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Equipment $ 6,156,000 Land 554,900 Buildings 199,500 Total assets acquired 6,910,400 Less: Gain on bargain purchase price (1,875,150 ) Purchase price $ 5,035,250 Cash consideration 1,000,000 Long-term notes issued to the seller 4,035,250 Total purchase price $ 5,035,250 Acquisition transaction costs incurred $ 167,212 |
ACQUISITION OF RANGE ENVIRONMEN
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES | 9 Months Ended |
Sep. 30, 2023 | |
Range Reclamation Entities [Member] | |
Business Acquisition [Line Items] | |
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES | 3. 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 “Range Share Purchase Agreement”), pursuant to which the Company issued a total of 10,000,000 1,000,000 80 Subsequent to entering into the Range Share Purchase Agreement, the Company discovered that Joshua Justice, one of the Range Shareholders (“Justice”), made certain misrepresentations in the Range 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 Range Share Purchase Agreement; c) transferred his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences; and d) paid 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 Range The Company accounted for the above transactions 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 | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 4. GOODWILL Goodwill was $ 751,421 value of the Range Reclamation Entities’ employee relations SCHEDULE OF GOODWILL September 30, 2023 December 31, 2022 Environmental Services: Beginning Balance $ 751,421 $ - Acquisitions - 751,421 Adjustments - - Ending Balance $ 751,421 $ 751,421 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | 5. EQUITY Issuance of Common Stock and Warrants On April 11, 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of (i) 2,733,334 0.15 2,733,333 0.60 400,000 On August 24, 2023, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 6,666,667 1,000,000 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 6. STOCK OPTIONS Stock options issued during the three months ended September 30, 2023 and the three months ended September 30, 2022 During the three months ended September 30, 2023, the Company granted options to an outside advisor to purchase 100,000 0.1337 100,000 273.24 4.27 zero 5 13,340 No During the three months ended September 30, 2023, total stock-based compensation expense related to vested stock options was $ 17,830 31,430 2 A summary of the Company’s stock option activity during the nine months ended September 30, 2023 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted 500,000 0.17 Exchanged - - Exercised - - Expired (30,000 ) 3.50 Forfeited - - Balance outstanding at September 30, 2023 9,862,544 $ 0.51 Balance exercisable at September 30, 2023 9,662,544 $ 0.52 At September 30, 2023, the 9,862,544 2,630 A summary of the Company’s stock options outstanding as of September 30, 2023 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, September 30, 2023 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 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 53,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 9,862,544 A summary of the Company’s stock options outstanding and exercisable as of September 30, 2023 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, September 30, 2023 100,000 $ 0.1337 $ 0.1337 2,850,000 $ 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 53,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 9,662,544 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
WARRANTS | 7. WARRANTS A summary of warrants to purchase common stock issued during the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 22,313,335 $ 0.61 Granted 2,733,334 0.60 Exercised - - Expired - - Balance outstanding and exercisable at September 30, 2023 25,046,669 $ 0.61 At September 30, 2023, the 25,046,669 no |
LINES OF CREDIT
LINES OF CREDIT | 9 Months Ended |
Sep. 30, 2023 | |
Lines Of Credit | |
LINES OF CREDIT | 8. LINES OF CREDIT In November 2022, the Company secured a bank line of credit with a limit of $ 1,000,000 November 30, 2023 1 9.50 1,000,000 In June 2023, the Range Reclamation Entities secured a separate bank line of credit with a limit of $ 1,000,000 June 24, 2024 8.50 900,000 |
LONG-TERM DEBT OBLIGATIONS
LONG-TERM DEBT OBLIGATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT OBLIGATIONS | 9. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on vehicles and equipment, which serves as the collateral, and debt issued as part of the acquisition of Collins Building. 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 – due between October 1, 2023 and September 30, 2024 $ 2,511,380 2024 – due between October 1, 2024 and September 30, 2025 2,393,306 2025 – due between October 1, 2025 and September 30, 2026 1,193,289 2026 – due between October 1, 2026 and September 30, 2027 1,214,323 2027 – due between October 1, 2027 and September 30, 2028 1,024,390 2028 and later – due on October 1, 2028 and thereafter 66,249 Total long-term debt $ 8,402,937 |
MAJOR CUSTOMER AND CONCENTRATIO
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 10. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales to the Company’s two largest customers were 95 93 74 73 Accounts receivable from one customer were 96 61 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. 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 September 30, 2023, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for this matter. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 12. 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 The five reportable segments that result from applying the aggregation criteria are as follows: ● Range Reclaim – land reclamation, water restoration , incidental mining and land repurposing ● Range Water - biochar product development and water solutions business ● Range Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses ● Range Land – mine land being acquired, reclaimed and repurposed for non-fossil fuel uses ● Drug Development – glycosylated cannabinoid drug development program The Company operated two reportable business segments during the three and nine months ended September 30, 2022, the Drug Development and Range Reclaim segments. The other business segments began operating in 2023. 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 For the three months ended September 30, 2023 Range Reclaim Range Water Range Security Range Land Drug Development Corporate Total Sales $ 5,299,415 $ - $ 156,218 $ - $ - $ - $ 5,455,633 Cost of services 2,514,503 - 83,364 - - - 2,597,867 Gross profit 2,784,912 - 72,854 - - - 2,857,766 Net income (loss) 4,048,527 (15,376 ) 50,555 - (140,840 ) (538,691 ) 3,404,175 Total assets 17,227,868 14,498 136,835 1,009,988 11,859 443,441 18,844,489 Depreciation 370,404 640 2,891 - - - 373,935 Interest expense 93,933 - - - - 41,534 135,467 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 349,898 $ - $ - $ 976,858 $ - $ - $ 1,326,756 For the nine months ended September 30, 2023 Range Reclaim Range Water Range Security Range Land Drug Development Corporate Total Sales $ 12,170,394 $ - $ 298,393 $ - $ - $ - $ 12,468,787 Cost of services 7,957,216 - 159,702 - - - 8,116,918 Gross profit 4,213,178 - 138,691 - - - 4,351,869 Net income (loss) 4,669,092 (53,656 ) 71,000 - (354,461 ) (1,117,898 ) 3,214,077 Total assets 17,227,868 14,498 136,835 1,009,988 11,859 443,441 18,844,489 Depreciation 1,061,569 1,066 7,210 - - - 1,069,845 Interest expense 199,744 - 224 - - 44,133 244,101 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 1,066,389 $ 15,350 $ 52,674 $ 976,858 $ - $ - $ 2,111,271 For the three months ended September 30, 2022 Range Reclaim Drug Development Corporate Total Revenue $ 1,547,258 $ - $ - $ 1,547,258 Cost of services 1,189,475 - - 1,189,475 Gross profit 357,783 - - 357,783 Net income (loss) 213,865 (106,744 ) (226,737 ) (119,616 ) Total assets 3,518,019 8,334 681,298 4,207,651 Capital expenditures for long-lived assets $ 135,495 $ - $ - $ 135,495 For the nine months ended September 30, 2022 Range Reclaim Drug Development Corporate Total Revenue $ 2,186,617 $ - $ - $ 2,186,617 Cost of services 1,763,882 - - 1,763,882 Gross profit 422,735 - - 422,735 Net income (loss) 153,719 (340,297 ) (824,198 ) (1,010,776 ) Total assets 3,518,019 8,334 681,298 4,207,651 Capital expenditures for long-lived assets $ 1,243,328 $ - $ - $ 1,243,328 |
PRO FORMA INFORMATION
PRO FORMA INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Pro Forma Information | |
PRO FORMA INFORMATION | 13. PRO FORMA INFORMATION The unaudited pro forma sales and net income data gives effect to the acquisition of Collins Building as if it had occurred on January 1, 2023, the beginning of the Company’s 2023 fiscal year, and to the acquisition of the Range Entities as if it had occurred on January 1, 2022, the beginning of the Company’s 2022 fiscal year. SCHEDULE OF PRO FORMA DATA INFORMATION For the nine months ended Sales Net income Acquired companies - - Collins Building $ 1,787,675 $ 2,992,901 All other companies 12,600,670 1,462,527 Total $ 14,388,345 $ 4,455,428 For the nine months ended Sales Net loss Acquired companies - - Range Entities $ 2,186,617 $ (43,266 ) All other companies - (1,071,014 ) Total $ 2,186,617 $ (1,114,280 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On October 30, 2023, the Company entered into warrant exchange agreements with certain holders of warrants to exchange warrants to purchase a total of 21,733,334 2,173,334 |
BUSINESS OPERATIONS AND SUMMA_2
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023, the Company recorded net income of $ 3,214,077 1,074,719 The ability to continue as a going concern is dependent on the Company 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 September 30, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 1,026,286 100,000 |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries 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. |
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, stone and other products and recognizes revenue when the products are delivered to the customer’s designated site or when control of these products is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. Sales and other taxes that the Company collects concurrent with revenue producing activities are excluded from revenue. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The Company also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project. All revenue is recognized at a point in time. The Company recognizes revenue from contracts for financial reporting purposes over time. Progress toward completion of the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change significantly within the near term. |
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 2,897,234 981,385 No no |
Unbilled Receivables | Unbilled Receivables Unbilled receivables represent revenue that has been recognized on projects for which billings have not been presented to the customer because the amounts were earned but not billable at the balance sheet date. |
Property and Equipment | Property and Equipment Property and 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 September 30, 2023 December 31, 2022 Equipment $ 13,926,936 $ 6,637,814 Buildings 199,500 - Property and equipment, gross 199,500 - Accumulated depreciation (1,660,852 ) (592,300 ) Net book value 12,465,584 6,045,514 Depreciation expense $ 1,069,845 $ 395,543 The Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six The Company assesses the recoverability of its property and 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. |
Land | Land Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was 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. As of September 30, 2023, the Company had no material lease commitments. |
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 Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net income (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 income (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 income (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 September 30, 2023 December 31, 2022 Options 9,862,544 9,392,544 Warrants 25,046,669 22,313,335 Total 34,909,213 31,705,879 Anti-dilutive loss per share 34,909,213 31,705,879 |
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 glycosylated cannabinoid drug 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 September 30, 2023, the Company has five which report the operating results of the Range Reclaim segment, which provides land reclamation, water restoration and incidental mining to mining and non-mining customers throughout Appalachia 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 and major customers. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; geographic location of operation; 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) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EQUIPMENT | SCHEDULE OF EQUIPMENT September 30, 2023 December 31, 2022 Equipment $ 13,926,936 $ 6,637,814 Buildings 199,500 - Property and equipment, gross 199,500 - Accumulated depreciation (1,660,852 ) (592,300 ) Net book value 12,465,584 6,045,514 Depreciation expense $ 1,069,845 $ 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 September 30, 2023 December 31, 2022 Options 9,862,544 9,392,544 Warrants 25,046,669 22,313,335 Total 34,909,213 31,705,879 Anti-dilutive loss per share 34,909,213 31,705,879 |
ACQUISITION OF COLLINS BUILDI_2
ACQUISITION OF COLLINS BUILDING & CONTRACTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Collins Building and Contracting [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE | SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Equipment $ 6,156,000 Land 554,900 Buildings 199,500 Total assets acquired 6,910,400 Less: Gain on bargain purchase price (1,875,150 ) Purchase price $ 5,035,250 Cash consideration 1,000,000 Long-term notes issued to the seller 4,035,250 Total purchase price $ 5,035,250 Acquisition transaction costs incurred $ 167,212 |
ACQUISITION OF RANGE ENVIRONM_2
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Range Reclamation Entities [Member] | |
Business Acquisition [Line Items] | |
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) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL September 30, 2023 December 31, 2022 Environmental Services: Beginning Balance $ 751,421 $ - Acquisitions - 751,421 Adjustments - - Ending Balance $ 751,421 $ 751,421 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | A summary of the Company’s stock option activity during the nine months ended September 30, 2023 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted 500,000 0.17 Exchanged - - Exercised - - Expired (30,000 ) 3.50 Forfeited - - Balance outstanding at September 30, 2023 9,862,544 $ 0.51 Balance exercisable at September 30, 2023 9,662,544 $ 0.52 |
SCHEDULE OF STOCK OPTION OUTSTANDING | A summary of the Company’s stock options outstanding as of September 30, 2023 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, September 30, 2023 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 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 53,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 9,862,544 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | A summary of the Company’s stock options outstanding and exercisable as of September 30, 2023 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, September 30, 2023 100,000 $ 0.1337 $ 0.1337 2,850,000 $ 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 53,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 9,662,544 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrants to purchase common stock issued during the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 22,313,335 $ 0.61 Granted 2,733,334 0.60 Exercised - - Expired - - Balance outstanding and exercisable at September 30, 2023 25,046,669 $ 0.61 At September 30, 2023, the 25,046,669 no |
LONG-TERM DEBT OBLIGATIONS (Tab
LONG-TERM DEBT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 – due between October 1, 2023 and September 30, 2024 $ 2,511,380 2024 – due between October 1, 2024 and September 30, 2025 2,393,306 2025 – due between October 1, 2025 and September 30, 2026 1,193,289 2026 – due between October 1, 2026 and September 30, 2027 1,214,323 2027 – due between October 1, 2027 and September 30, 2028 1,024,390 2028 and later – due on October 1, 2028 and thereafter 66,249 Total long-term debt $ 8,402,937 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 For the three months ended September 30, 2023 Range Reclaim Range Water Range Security Range Land Drug Development Corporate Total Sales $ 5,299,415 $ - $ 156,218 $ - $ - $ - $ 5,455,633 Cost of services 2,514,503 - 83,364 - - - 2,597,867 Gross profit 2,784,912 - 72,854 - - - 2,857,766 Net income (loss) 4,048,527 (15,376 ) 50,555 - (140,840 ) (538,691 ) 3,404,175 Total assets 17,227,868 14,498 136,835 1,009,988 11,859 443,441 18,844,489 Depreciation 370,404 640 2,891 - - - 373,935 Interest expense 93,933 - - - - 41,534 135,467 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 349,898 $ - $ - $ 976,858 $ - $ - $ 1,326,756 For the nine months ended September 30, 2023 Range Reclaim Range Water Range Security Range Land Drug Development Corporate Total Sales $ 12,170,394 $ - $ 298,393 $ - $ - $ - $ 12,468,787 Cost of services 7,957,216 - 159,702 - - - 8,116,918 Gross profit 4,213,178 - 138,691 - - - 4,351,869 Net income (loss) 4,669,092 (53,656 ) 71,000 - (354,461 ) (1,117,898 ) 3,214,077 Total assets 17,227,868 14,498 136,835 1,009,988 11,859 443,441 18,844,489 Depreciation 1,061,569 1,066 7,210 - - - 1,069,845 Interest expense 199,744 - 224 - - 44,133 244,101 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 1,066,389 $ 15,350 $ 52,674 $ 976,858 $ - $ - $ 2,111,271 For the three months ended September 30, 2022 Range Reclaim Drug Development Corporate Total Revenue $ 1,547,258 $ - $ - $ 1,547,258 Cost of services 1,189,475 - - 1,189,475 Gross profit 357,783 - - 357,783 Net income (loss) 213,865 (106,744 ) (226,737 ) (119,616 ) Total assets 3,518,019 8,334 681,298 4,207,651 Capital expenditures for long-lived assets $ 135,495 $ - $ - $ 135,495 For the nine months ended September 30, 2022 Range Reclaim Drug Development Corporate Total Revenue $ 2,186,617 $ - $ - $ 2,186,617 Cost of services 1,763,882 - - 1,763,882 Gross profit 422,735 - - 422,735 Net income (loss) 153,719 (340,297 ) (824,198 ) (1,010,776 ) Total assets 3,518,019 8,334 681,298 4,207,651 Capital expenditures for long-lived assets $ 1,243,328 $ - $ - $ 1,243,328 |
PRO FORMA INFORMATION (Tables)
PRO FORMA INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Pro Forma Information | |
SCHEDULE OF PRO FORMA DATA INFORMATION | The unaudited pro forma sales and net income data gives effect to the acquisition of Collins Building as if it had occurred on January 1, 2023, the beginning of the Company’s 2023 fiscal year, and to the acquisition of the Range Entities as if it had occurred on January 1, 2022, the beginning of the Company’s 2022 fiscal year. SCHEDULE OF PRO FORMA DATA INFORMATION For the nine months ended Sales Net income Acquired companies - - Collins Building $ 1,787,675 $ 2,992,901 All other companies 12,600,670 1,462,527 Total $ 14,388,345 $ 4,455,428 For the nine months ended Sales Net loss Acquired companies - - Range Entities $ 2,186,617 $ (43,266 ) All other companies - (1,071,014 ) Total $ 2,186,617 $ (1,114,280 ) |
SCHEDULE OF EQUIPMENT (Details)
SCHEDULE OF EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Accumulated depreciation | $ (1,660,852) | $ (1,660,852) | $ (592,300) | |
Net book value | 12,465,584 | 12,465,584 | 6,045,514 | |
Depreciation expense | 373,935 | 1,069,845 | $ 187,923 | 395,543 |
Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 13,926,936 | 13,926,936 | 6,637,814 | |
Net book value | 12,268,855 | 12,268,855 | 6,045,514 | |
Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 199,500 | 199,500 | ||
Net book value | $ 196,729 | $ 196,729 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive loss per share | 34,909,213 | 31,705,879 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive loss per share | 9,862,544 | 9,392,544 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive loss per share | 25,046,669 | 22,313,335 |
BUSINESS OPERATIONS AND SUMMA_4
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |||||
Net loss | $ 3,404,175 | $ (119,616) | $ 3,214,077 | $ (1,010,776) | |
Cash used in operating activities | $ 1,074,719 | (568,536) | |||
Going concern, description | The Company estimates, as of September 30, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $1,026,286, line of credit availability of $100,000, and revenues being generated by the Range Reclamation Entities. | ||||
Cash and cash equivalents | 1,026,286 | $ 1,026,286 | $ 442,369 | ||
Line of credit current borrowing capacity | 100,000 | 100,000 | |||
Allowances for doubtful accounts receivable | 0 | 0 | 0 | $ 0 | 0 |
Accounts receivable | 2,897,234 | $ 2,897,234 | $ 981,385 | ||
Bad debt expense | $ 0 | $ 0 | |||
Equipment estimated useful lives | 6 years | 6 years | |||
Number of operating segments | Segment | 5 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 1 Months Ended | |||||
Aug. 31, 2023 | May 31, 2022 | Aug. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 751,421 | $ 751,421 | ||||
Collins Building and Contracting [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Equipment | $ 6,156,000 | $ 6,156,000 | ||||
Land | 554,900 | 554,900 | ||||
Buildings | 199,500 | 199,500 | ||||
Total assets acquired | 6,910,400 | 6,910,400 | ||||
Less: Gain on bargain purchase price | (1,875,150) | |||||
Purchase price | 5,035,250 | |||||
Cash consideration | 1,000,000 | |||||
Total purchase price | 5,035,250 | |||||
Acquisition transaction costs incurred | 167,212 | 167,212 | ||||
Fair value of liabilities assumed | $ (1,875,150) | (1,875,150) | ||||
Range Reclamation Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total assets acquired | $ 2,285,167 | |||||
Purchase price | 1,500,000 | |||||
Cash consideration | 750,000 | |||||
Common stock consideration | 750,000 | $ 4,035,250 | ||||
Total purchase price | 1,500,000 | |||||
Acquisition transaction costs incurred | 20,592 | |||||
Cash | 15,827 | |||||
Accounts receivables | 889,919 | |||||
Property and equipment | 628,000 | |||||
Goodwill | 751,421 | |||||
Fair value of liabilities assumed | $ (785,167) |
ACQUISITION OF COLLINS BUILDI_3
ACQUISITION OF COLLINS BUILDING & CONTRACTING (Details Narrative) - Collins Building and Contracting [Member] | Aug. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Gain on the purchase | $ 1,875,150 |
Separation Agreement [Member] | |
Business Acquisition [Line Items] | |
Agreement, description | cash consideration of $1,000,000, (b) a five-year secured promissory note in the principal amount of $2,000,000, bearing interest at 7.0% per annum (the “First Promissory Note”), and (c) a two-year secured promissory note in the principal amount of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”). |
ACQUISITION OF RANGE ENVIRONM_3
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Details Narrative) - USD ($) | Jul. 12, 2022 | May 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 11, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 751,421 | $ 751,421 | ||||
Range Reclamation Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash consideration | $ 1,500,000 | |||||
Goodwill | $ 751,421 | |||||
Share Purchase Agreement [Member] | Range Reclamation 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 Reclamation 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 Reclamation 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 Range Share Purchase Agreement; c) transferred his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences; and d) paid 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 |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 751,421 | |
Acquisitions | 751,421 | |
Adjustments | ||
Ending Balance | $ 751,421 | $ 751,421 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 751,421 | $ 751,421 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 9 Months Ended | |||
Aug. 24, 2023 | Apr. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from sale of stock and warrants | $ 1,410,000 | $ 3,250,000 | ||
Two Securities Purchase Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock, shares issued | 6,666,667 | 2,733,334 | ||
Sale of stock, price per share | $ 0.15 | |||
Warrants issued to purchase stock | 2,733,333 | |||
Warrant exercise price | $ 0.60 | |||
Proceeds from sale of stock and warrants | $ 1,000,000 | $ 400,000 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares Outstanding, Balance | shares | 9,392,544 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.54 |
Shares, Granted | shares | 500,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.17 |
Shares, Exchanged | shares | |
Weighted Average Exercise Price, Exchanged | $ / shares | |
Shares, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Shares, Expired | shares | (30,000) |
Weighted Average Exercise Price, Expired | $ / shares | $ 3.50 |
Shares, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Shares Outstanding, Balance | shares | 9,862,544 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.51 |
Shares, Balance Exercisable | shares | 9,662,544 |
Weighted Average Exercise Price, Balance Exercisable | $ / shares | $ 0.52 |
SCHEDULE OF STOCK OPTION OUTSTA
SCHEDULE OF STOCK OPTION OUTSTANDING (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 9,862,544 | 9,392,544 | |
Weighted Average Exercise Price, Outstanding Balance | $ 0.51 | $ 0.54 | |
Weighted Average Exercise Price, Granted | $ 0.17 | ||
Stock Options One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 100,000 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.1337 | ||
Weighted Average Exercise Price, Granted | $ 0.1337 | ||
Stock Options Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 3,050,000 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.18 | ||
Weighted Average Exercise Price, Granted | $ 0.18 | ||
Stock Options Three [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 1,150,000 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.277 | ||
Weighted Average Exercise Price, Granted | $ 0.277 | ||
Stock Options Four [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 750,000 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.30 | ||
Weighted Average Exercise Price, Granted | $ 0.30 | ||
Stock Options Five [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 2,000,000 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.35 | ||
Weighted Average Exercise Price, Granted | $ 0.35 | ||
Stock Options Six [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 1,664,542 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.50 | ||
Weighted Average Exercise Price, Granted | $ 0.50 | ||
Stock Options Seven [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 128,000 | ||
Weighted Average Exercise Price, Outstanding Balance | $ 0.96 | ||
Stock Options Seven [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Granted | $ 0.96 | ||
Stock Options Eight [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 350,834 | ||
Stock Options Eight [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | $ 1.50 | ||
Weighted Average Exercise Price, Granted | 1.50 | ||
Stock Options Eight [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | 1.95 | ||
Weighted Average Exercise Price, Granted | $ 1.95 | ||
Stock Options Nine [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 597,500 | ||
Stock Options Nine [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | $ 2 | ||
Weighted Average Exercise Price, Granted | 2 | ||
Stock Options Nine [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | 2.79 | ||
Weighted Average Exercise Price, Granted | $ 2.79 | ||
Stock Options Ten [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 53,334 | ||
Stock Options Ten [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | $ 3.10 | ||
Weighted Average Exercise Price, Granted | 3.10 | ||
Stock Options Ten [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | 3.80 | ||
Weighted Average Exercise Price, Granted | $ 3.80 | ||
Stock Options Eleven [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares outstanding balance | 18,334 | ||
Stock Options Eleven [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | $ 4 | ||
Weighted Average Exercise Price, Granted | 4 | ||
Stock Options Eleven [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding Balance | $ 4.70 | ||
Weighted Average Exercise Price, Granted | $ 4.70 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | Sep. 30, 2023 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 9,662,544 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.52 |
Stock Options One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 100,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.1337 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.1337 |
Stock Options Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 2,850,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.18 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.18 |
Stock Options Three [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 Four [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 Five [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 Six [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 Seven [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 Eight [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 350,834 |
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 | $ 1.50 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 1.50 |
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 | 1.95 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 1.95 |
Stock Options Nine [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 597,500 |
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 | $ 2 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 2 |
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 | 2.79 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 2.79 |
Stock Options Ten [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 53,334 |
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 | $ 3.10 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 3.10 |
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 | 3.80 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 3.80 |
Stock Options Eleven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 18,334 |
Stock Options Eleven [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 Eleven [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 ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Share based compensation arrangements by share based payment award options grants in period weighted average exercise price | $ 0.17 | |||
Share based compensation arrangement by share based payment award options grants in period gross | 500,000 | |||
Stock options issued to value | $ 53,750 | |||
Stock based compensation expense | $ 17,830 | |||
Unamortized cost of outstanding stock-based awards | $ 31,430 | $ 31,430 | ||
Remaining vesting period | 2 years | |||
Stock options outstanding | 9,862,544 | 9,862,544 | 9,392,544 | |
Stock options, intrinsic value | $ 2,630 | $ 2,630 | ||
Directors And Employees [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Fair value of the option grants to employees | $ 100,000 | |||
Share based compensation arrangements by share based payment award options grants in period weighted average exercise price | $ 0.1337 | |||
Share based compensation arrangement by share based payment award options grants in period gross | 100,000 | |||
Volatility rate | 273.24% | |||
Discount rate | 4.27% | |||
Expected dividend yield | 0% | |||
Expected life | 5 years | |||
Stock options issued to value | $ 0 | |||
Employees [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Fair value of the option grants to employees | $ 13,340 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares, Warrants Outstanding, Beginning Balance | shares | 22,313,335 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ / shares | $ 0.61 |
Number of Shares, Warrants Granted | shares | 2,733,334 |
Weighted Average Exercise Price, Warrants Outstanding, Granted | $ / shares | $ 0.60 |
Number of Shares, Warrants Exercised | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Exercised | $ / shares | |
Number of Shares, Warrants Expired | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Expired | $ / shares | |
Number of Shares, Warrants Outstanding and Exercisable Ending | shares | 25,046,669 |
Weighted Average Exercise Price, Warrants Outstanding, Outstanding and Exercisable, Ending Balance | $ / shares | $ 0.61 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] | Sep. 30, 2023 USD ($) shares |
Warrants outstanding | shares | 25,046,669 |
Warrants intrinsic value | $ | $ 0 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 30, 2023 | Nov. 30, 2022 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||
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 | 100% | ||
Long-Term Line of Credit | $ 1,000,000 | ||
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | ||
Line of Credit Facility, Expiration Date | Jun. 24, 2024 | ||
Long-Term Line of Credit | $ 900,000 | ||
Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | ||
Prime Rate [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% |
SCHEDULE OF MATURITIES OF LONG
SCHEDULE OF MATURITIES OF LONG TERM DEBT (Details) | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 – due between October 1, 2023 and September 30, 2024 | $ 2,511,380 |
2024 – due between October 1, 2024 and September 30, 2025 | 2,393,306 |
2025 – due between October 1, 2025 and September 30, 2026 | 1,193,289 |
2026 – due between October 1, 2026 and September 30, 2027 | 1,214,323 |
2027 – due between October 1, 2027 and September 30, 2028 | 1,024,390 |
2028 and later – due on October 1, 2028 and thereafter | 66,249 |
Total long-term debt | $ 8,402,937 |
LONG-TERM DEBT OBLIGATIONS (Det
LONG-TERM DEBT OBLIGATIONS (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Instrument [Line Items] | |
Long term debt, maturity description | The debt matures from 2023 through 2028. |
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% |
MAJOR CUSTOMER AND CONCENTRAT_2
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member] - Largest Customers [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 95% | 74% | 93% | 73% |
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 96% | 61% |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 5,455,633 | $ 1,547,258 | $ 12,468,787 | $ 2,186,617 | |
Cost of services | 2,597,867 | 1,189,475 | 8,116,918 | 1,763,882 | |
Gross profit | 2,857,766 | 357,783 | 4,351,869 | 422,735 | |
Net income (loss) | 3,404,175 | (119,616) | 3,214,077 | (1,010,776) | |
Total assets | 18,844,489 | 4,207,651 | 18,844,489 | 4,207,651 | $ 8,230,465 |
Depreciation | 373,935 | 1,069,845 | 187,923 | $ 395,543 | |
Interest expense | 135,467 | 31,049 | 244,101 | 55,341 | |
Tax expense | |||||
Capital expenditures for long-lived assets | 1,326,756 | 135,495 | 2,111,271 | 1,243,328 | |
Range Reclaim [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 5,299,415 | 1,547,258 | 12,170,394 | 2,186,617 | |
Cost of services | 2,514,503 | 1,189,475 | 7,957,216 | 1,763,882 | |
Gross profit | 2,784,912 | 357,783 | 4,213,178 | 422,735 | |
Net income (loss) | 4,048,527 | 213,865 | 4,669,092 | 153,719 | |
Total assets | 17,227,868 | 3,518,019 | 17,227,868 | 3,518,019 | |
Depreciation | 370,404 | 1,061,569 | |||
Interest expense | 93,933 | 199,744 | |||
Tax expense | |||||
Capital expenditures for long-lived assets | 349,898 | 135,495 | 1,066,389 | 1,243,328 | |
Range Water [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Cost of services | |||||
Gross profit | |||||
Net income (loss) | (15,376) | (53,656) | |||
Total assets | 14,498 | 14,498 | |||
Depreciation | 640 | 1,066 | |||
Interest expense | |||||
Tax expense | |||||
Capital expenditures for long-lived assets | 15,350 | ||||
Range Security [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 156,218 | 298,393 | |||
Cost of services | 83,364 | 159,702 | |||
Gross profit | 72,854 | 138,691 | |||
Net income (loss) | 50,555 | 71,000 | |||
Depreciation | 2,891 | 7,210 | |||
Interest expense | 224 | ||||
Tax expense | |||||
Capital expenditures for long-lived assets | 52,674 | ||||
Range Land [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Cost of services | |||||
Gross profit | |||||
Net income (loss) | |||||
Total assets | 1,009,988 | 1,009,988 | |||
Depreciation | |||||
Interest expense | |||||
Tax expense | |||||
Capital expenditures for long-lived assets | 976,858 | 976,858 | |||
Drug Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Cost of services | |||||
Gross profit | |||||
Net income (loss) | (140,840) | (106,744) | (354,461) | (340,297) | |
Total assets | 11,859 | 8,334 | 11,859 | 8,334 | |
Depreciation | |||||
Interest expense | |||||
Tax expense | |||||
Capital expenditures for long-lived assets | |||||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Cost of services | |||||
Gross profit | |||||
Net income (loss) | (538,691) | (226,737) | (1,117,898) | (824,198) | |
Total assets | 443,441 | 681,298 | 443,441 | 681,298 | |
Depreciation | |||||
Interest expense | 41,534 | 44,133 | |||
Tax expense | |||||
Capital expenditures for long-lived assets | |||||
Stream Mitigation Banking [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 136,835 | $ 136,835 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 5 |
SCHEDULE OF PRO FORMA DATA INFO
SCHEDULE OF PRO FORMA DATA INFORMATION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition, Pro Forma Revenue | $ 14,388,345 | $ 2,186,617 |
Business Acquisition, Pro Forma Net Income (Loss) | 4,455,428 | (1,114,280) |
Acquired [Member] | ||
Business Acquisition, Pro Forma Revenue | ||
Business Acquisition, Pro Forma Net Income (Loss) | ||
Collins Building [Member] | ||
Business Acquisition, Pro Forma Revenue | 1,787,675 | |
Business Acquisition, Pro Forma Net Income (Loss) | 2,992,901 | |
Other Companies [Member] | ||
Business Acquisition, Pro Forma Revenue | 12,600,670 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 1,462,527 | (1,071,014) |
Collins [Member] | ||
Business Acquisition, Pro Forma Revenue | 2,186,617 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ (43,266) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Oct. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Number of shares issued | 87,516,815 | 78,116,814 | |
Purchase Agreement [Member] | Subsequent Event [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 21,733,334 | ||
Warrants to purchase | 2,173,334 |