Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38190 | |
Entity Registrant Name | Panacea Life Sciences Holdings, Inc. | |
Entity Central Index Key | 0001552189 | |
Entity Tax Identification Number | 27-1085858 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5910 S University Blvd | |
Entity Address, Address Line Two | C18-193 | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80121 | |
City Area Code | 800 | |
Local Phone Number | 985-0515 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,965,317 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 36,529 | $ 19,774 |
Accounts receivable, net | 219,551 | 244,496 |
Other receivables, related party | 500,000 | 500,000 |
Inventory | 4,480,479 | 4,264,277 |
Marketable securities related party | 2,562,390 | 3,791,483 |
Prepaid expenses and other current assets | 320,151 | 278,328 |
TOTAL CURRENT ASSETS | 8,119,100 | 9,098,358 |
Operating lease right-of-use asset, net, related party | 3,420,033 | 3,595,100 |
Property and equipment, net | 8,207,578 | 8,839,982 |
Intangible assets, net | 30,701 | 61,401 |
Goodwill | 2,188,810 | 2,188,810 |
TOTAL ASSETS | 21,966,222 | 23,783,651 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,565,361 | 1,685,825 |
Operating lease liability, current portion, related party | 1,857,125 | 1,624,090 |
Note payable-current, related party | 7,594,893 | 6,441,866 |
Convertible note payable, net | 947,586 | 220,005 |
Paycheck protection loan, SBA Loan | 99,100 | 99,100 |
TOTAL CURRENT LIABILITIES: | 13,064,065 | 10,070,886 |
Operating lease liability, long-term portion, related party | 3,168,620 | 3,347,335 |
Other long-term liabilities, related party | 3,479,543 | 3,263,028 |
TOTAL LIABILITIES | 19,712,228 | 16,681,249 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 14,965,317 and 1,407,708 shares issued and outstanding on June 30, 2022 and December 31, 2021 respectively. | 1,497 | 1,407 |
Additional paid in capital | 23,760,704 | 23,865,155 |
Accumulated deficit | (21,509,060) | (16,765,013) |
TOTAL STOCKHOLDERS’ EQUITY | 2,253,994 | 7,102,402 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 21,966,222 | 23,783,651 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Series B-1 preferred stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 150 | 150 |
Series B-2 preferred stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 600 | 600 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 100 | 100 |
Series C-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 1 | 1 |
Series C-2 preferred stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 1 | 1 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 14,965,317 | 1,407,708 |
Common stock, shares outstanding | 14,965,317 | 1,407,708 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 350 |
Preferred stock, shares outstanding | 0 | 350 |
Series B-1 preferred stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 32,000,000 | 32,000,000 |
Preferred stock, shares issued | 1,500,000 | 1,500,000 |
Preferred stock, shares outstanding | 1,500,000 | 1,500,000 |
Series B-2 preferred stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 6,000,000 | 6,000,000 |
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series C-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Series C-2 preferred stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 10,000 | 0 |
Preferred stock, shares issued | 10,000 | 0 |
Preferred stock, shares outstanding | 10,000 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUE | $ 469,472 | $ 313,496 | $ 935,946 | $ 825,634 |
COST OF SALES | 331,500 | 248,646 | 697,591 | 578,483 |
GROSS PROFIT | 137,972 | 64,850 | 238,355 | 247,151 |
OPERATING EXPENSES | ||||
Production-related operating expenses | 1,173,294 | 1,169,040 | 2,461,111 | 2,156,973 |
General and administrative expenses | 204,680 | 335,224 | 665,230 | 621,268 |
TOTAL OPERATING EXPENSES | 1,377,974 | 1,504,264 | 3,126,341 | 2,778,241 |
LOSS FROM OPERATIONS | (1,240,002) | (1,439,414) | (2,887,986) | (2,531,090) |
OTHER INCOME (EXPENSES) | ||||
Interest expense | (569,985) | (284,381) | (1,071,280) | (606,944) |
Unrealized gain (loss) on marketable securities, net | (260,273) | 1,738,002 | (1,205,077) | 3,151,751 |
Realized gain on sale of securities | 22,816 | 22,816 | ||
Other income (loss) | 27,598 | 27,598 | ||
Employer retention credit | 253,791 | |||
Rental Income | 58,045 | 67,317 | 116,091 | 162,918 |
Loss on sale of assets | (297,351) | (297,351) | ||
Gain on extinguishment of debt | 243,041 | 518,580 | ||
TOTAL OTHER INCOME (EXPENSE) | (721,799) | 1,466,628 | (1,856,061) | 2,928,954 |
INCOME (LOSS) BEFORE INCOME TAXES | (1,961,801) | 27,214 | (4,744,047) | 397,864 |
TAXES | ||||
NET INCOME (LOSS) | $ (1,961,801) | $ 27,214 | $ (4,744,047) | $ 397,864 |
Per-share data | ||||
Basic and diluted loss per share | $ (0.13) | $ 0 | $ (0.32) | $ 0.02 |
Weighted average number of common shares outstanding | 14,862,077 | 16,915,706 | 14,862,077 | 16,915,706 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 102 | $ 1,692 | $ 18,689,119 | $ (11,982,614) | $ 6,708,299 |
Beginning balance, shares at Dec. 31, 2020 | 1,020,000 | 16,915,706 | |||
Shares issued for acquisition | $ 750 | $ 440 | 4,377,802 | 4,378,992 | |
Shares issued for acquisition, shares | 7,500,450 | 4,405,907 | |||
Net income (loss) | 397,864 | 397,864 | |||
Ending balance, value at Jun. 30, 2021 | $ 852 | $ 2,132 | 23,066,921 | (11,584,750) | 11,485,155 |
Ending balance, shares at Jun. 30, 2021 | 8,520,450 | 21,321,613 | |||
Beginning balance, value at Mar. 31, 2021 | $ 102 | $ 1,692 | 18,689,119 | (11,611,964) | 7,078,949 |
Beginning balance, shares at Mar. 31, 2021 | 1,020,000 | 16,915,706 | |||
Shares issued for acquisition | $ 750 | $ 440 | 4,377,802 | 4,378,992 | |
Shares issued for acquisition, shares | 7,500,450 | 4,405,907 | |||
Net income (loss) | 27,214 | 27,214 | |||
Ending balance, value at Jun. 30, 2021 | $ 852 | $ 2,132 | 23,066,921 | (11,584,750) | 11,485,155 |
Ending balance, shares at Jun. 30, 2021 | 8,520,450 | 21,321,613 | |||
Beginning balance, value at Dec. 31, 2021 | $ 853 | $ 1,407 | 23,865,155 | (16,765,013) | 7,102,402 |
Beginning balance, shares at Dec. 31, 2021 | 8,530,350 | 14,073,708 | |||
Issuance of common shares for services | $ 6 | 54,994 | 55,000 | ||
Issuance of common shares for services, shares | 57,278 | ||||
Net income (loss) | (4,744,047) | (4,744,047) | |||
Shares issued in respect of the merger | $ 83 | (83) | |||
Shares issued in respect of the merger, shares | 834,331 | ||||
Conversion of Series A Preferred to convertible debt and warrants | (159,362) | (159,362) | |||
Conversion of Series A Preferred to convertible debt and warrants, shares | (350) | ||||
Ending balance, value at Jun. 30, 2022 | $ 853 | $ 1,497 | 23,760,704 | (21,509,060) | 2,253,994 |
Ending balance, shares at Jun. 30, 2022 | 8,530,000 | 14,965,317 | |||
Beginning balance, value at Mar. 31, 2022 | $ 853 | $ 1,476 | 23,725,724 | (19,547,259) | 4,180,794 |
Beginning balance, shares at Mar. 31, 2022 | 8,530,000 | 14,762,342 | |||
Shares issued for acquisition | $ 15 | (15) | |||
Shares issued for acquisition, shares | 154,637 | ||||
Issuance of common shares for services | $ 5 | 34,995 | 35,000 | ||
Issuance of common shares for services, shares | 48,338 | ||||
Net income (loss) | (1,961,801) | (1,961,801) | |||
Ending balance, value at Jun. 30, 2022 | $ 853 | $ 1,497 | $ 23,760,704 | $ (21,509,060) | $ 2,253,994 |
Ending balance, shares at Jun. 30, 2022 | 8,530,000 | 14,965,317 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (1,961,801) | $ 27,214 | $ (4,744,047) | $ 397,864 | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Depreciation | 409,895 | 460,316 | 818,586 | 887,838 | |
Realized gain on sale of securities | (22,816) | (22,816) | |||
Unrealized (gain)/loss on marketable securities | 260,273 | (1,738,002) | 1,205,077 | (3,151,751) | |
Fixed Asset Disposal Loss | 297,351 | 297,351 | |||
Amortization of intangible assets | 30,700 | 30,701 | |||
Amortization of debt discount and non-cash interest expense | 568,219 | ||||
Gain on forgiveness of payroll protection loan | (518,580) | ||||
Changes in operating assets and liabilities | |||||
Accounts receivable | 24,945 | (142,319) | |||
Inventory | (216,202) | (556,972) | |||
Prepaid expense and other assets | (41,823) | (74,593) | |||
Accounts payable and accrued expenses | 982,474 | 661,376 | |||
Operating lease liability, net | 229,387 | 229,386 | |||
Net cash used in operating activities | (1,165,500) | (1,939,699) | |||
Cash flows from investing activities | |||||
Net cash received from acquisitions | 9,157 | ||||
Proceeds from sale of marketable securities | 46,832 | ||||
Proceeds from sale of fixed assets | 446,026 | ||||
Net fixed asset acquisitions | (17,604) | (186,197) | |||
Net Cash provided by (used in) investing activities | 29,228 | 268,986 | |||
Cash flows from financing activities | |||||
Proceeds from payroll protection loan, SBA loan | 243,041 | ||||
Payments of principal on notes payable | (540,848) | (135,000) | |||
Proceeds from Notes payable - related party | 1,693,875 | 1,609,000 | |||
Cash provided by financing activities | 1,153,027 | 1,717,041 | |||
Net increase (decrease) in Cash and Cash Equivalents | 16,755 | 46,328 | |||
Cash and Cash Equivalents, Beginning of Period | 19,774 | 84,379 | $ 84,379 | ||
Cash and Cash Equivalents, End of Period | $ 36,529 | $ 130,707 | 36,529 | 130,707 | $ 19,774 |
Supplemental Disclosure of Cash Flow Information | |||||
Cash paid for income taxes during the year | |||||
Interest payments during the year | |||||
Noncash investing and financing activity | |||||
Non-cash Receivable - related party | (500,000) | ||||
Related party loan repayment with inventory | 4,693,367 | ||||
Non-cash fixed asset disposal as part of the reverse acquisition | 3,058,457 | ||||
Conversion of Preferred A shares to Note Payable | 385,000 | ||||
Issuance of Common Stock for services | 55,000 | ||||
Capitalized assets purchased on account - related party | 168,578 | ||||
Liabilities from acquisition | 1,096,782 | ||||
Debt retired in merger, related party | (12,718,441) | ||||
Preferred Series B-1 Issuance in Acquisition | 150 | ||||
Preferred Series B-2 Issuance in Acquisition | 600 | ||||
Common stock issued for the reverse merger with Exactus | $ 4,369,085 |
NATURE OF ORGANIZATION
NATURE OF ORGANIZATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF ORGANIZATION | NOTE 1 - NATURE OF ORGANIZATION Organization and Business Description PANACEA LIFE SCIENCES HOLDINGS, Inc. (the “Company”, “we”, “us”, “our”) was incorporated on January 18, 2008 in the State of Nevada. In January 2019, the Company added to the scope of its business activities, efforts to produce, market and sell products made from industrial hemp containing cannabidiol (“CBD”). On June 30, 2021 the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Panacea Life Sciences, Inc., (“Panacea”) a seed to sale CBD company, and the stockholders of Panacea. Pursuant to the Exchange Agreement, the former Panacea stockholders assumed majority control of the Company and all operations are now operated by Panacea, which as a result of the share exchange, became a wholly-owned subsidiary of the Company. In October 2021, the Company changed its name from Exactus Inc. to Panacea Life Sciences Holdings, Inc. The Company is a GMP certified, seed-to-sale cannabinoid and nutraceutical manufacturer and research company that produces purposeful, natural pharmaceutical alternatives for consumers and pets. In addition to manufacturing raw materials from industrial hemp, we custom formulate and manufacture softgels (both bovine and vegan), gummies, tinctures, sublingual tablets, patches, K-Tape, topical pain relief and skin care products. Panacea was founded by Leslie Buttorff in 2017 as a woman-owned business, was formed to own and engage in creating disruptive healthcare and veterinary natural relief products to make a difference in the lives of humans and pets. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of Panacea Life Sciences, Inc., a wholly owned subsidiary acquired on June 30, 2021. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes consolidated unaudited interim financial statements and present the consolidated unaudited interim financial statements of the Company and its wholly-owned subsidiary as of June 30, 2022. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, stockholders’ equity and cash flows as of June 30, 2022, and 2021, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for the three ended June 30, 2022 and 2021 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2022. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has combined with Panacea Life Sciences Holdings, Inc. (formerly Exactus), so the below items reflect the consolidated company. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations. As of June 30, 2022, our accumulated deficit was $ 21.5 2.599 nd 1,203,000 2.562 4.063 1.624 1.1 1 COVID-19 The COVID-19 pandemic has resulted in a global slowdown of economic activity which may reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events. While the lockdowns and disruptions have largely ended, we cannot predict whether future variants will cause adverse consequences. However, recent supply chain disruptions and delays may hinder our ability to continue our operations and generate revenue. The impact to date has included a decline in CBD product and sales demand. Further, in 2020, the Company (Panacea) invested in personal protective equipment (PPE) materials to sell hand sanitizers, testing kits and masks, and sales of PPE products, which constituted a significant portion of our revenue during the fiscal quarter ended June 30, 2021 and prior periods. These revenues have declined as vaccines continue to be administered and mask mandates and similar requirements have been lifted or reduced in many places. Although the Company is unable to predict the full impact and duration of COVID-19 on its business, the Company is actively managing its financial expenditures in response to the current uncertainty. The impact of the COVID-19 pandemic and related events, including actions taken by various government authorities in response, have increased market volatility and make the estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes more difficult. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Use of Estimates The Unaudited Condensed Consolidated Financial Statements have been prepared in conformity with US GAAP and required management of the Company to make estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used in the calculation of right of use asset and lease liability, reserves for inventory, allowance for doubtful accounts, revenue allocations, valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation of net realizable value of inventory and fair value of non-cash equity transactions. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. On June 30, 2022, the Company’s cash balances did not exceed the FDIC limit. Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. An allowance of $ 10,000 5,850 Inventory Inventories are stated at low of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation and actual costs are expensed as incurred in the income statement as part of cost of goods sold. Marketable securities The Company’s marketable securities consists of 1,203,000 Going Concern Fair Value Measurements The Company adopted the provisions of Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes a three-tier value hierarchy that distinguishes among the following: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of June 30, 2022 and December 31, 2021: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS June 30, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 2,562,390 $ 2,562,390 $ - - $ 3,719,483 $ 3,719,483 $ - $ - Total $ 2,562,390 $ 2,562,390 $ - $ - $ 3,719,483 $ 3,719,483 $ - $ - In May 2022 there was one sale of marketable securities out of Level 1. On May 2, 2022, 24,017 3.29 46,833 22,816 SCHEDULE OF MARKETABLE SECURITIES June 30, 2022 Balance at beginning of year $ 3,791,483 Sale of Securities 46,833 Unrealized loss on marketable securities, net (1,182,260 ) Balance at end of period $ 2,562,390 As of June 30, 2022, the Company has no liabilities that are re-measured at fair value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method on the various asset classes over their estimated useful lives, which range from 3 ten Intangible Assets and Goodwill The Company has intangible assets. Goodwill is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying value. It has $ 2.189 0.030 0.061 The following table is a schedule of the Company’s intangible assets and goodwill: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Intangibles – Formulations 5 June 30, 2022 December 31, 2021 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (276,300 ) (245,600 ) Net intangible assets $ 30,701 $ 61,401 Leases The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. Some of the conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus, currently contract liabilities are negligible. The Company does not have any multiple-element arrangements. Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The Company recorded $ 196,284 24,585 The following table shows the Company’s advanced customer payments: SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER June 30, 2022 December 31, 2021 Balance, beginning of period $ 24,585 $ 121,300 Payments received for unearned revenue 181,439 41,465 Revenue earned 9,740 138,180 Balance, end of period $ 196,284 $ 24,585 Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed. In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. A contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The Company does not have any multiple-element arrangements. The Company also has recorded other income related to rental income it receives from leasing out space in the laboratory it occupies. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred. Shipping costs are included as a component of general and administrative expenses and were $ 17,965 8,826 3,782 6,036 Advertising & Marketing Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising and marketing costs in general and administrative expenses and were $ 98,108 190,237 31,312 80,968 Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. The Business Combination on June 30, 2021 was accounted for as a recapitalization of equity structure. In October, 2021 the Company completed 1-for-28 reverse stock split The following financial instruments were not included in the diluted loss per share calculation for the six months ended June 30, 2022 and 2021 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE For the six months ended June 30, 2022 2021 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 343,854 Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 1,432,773 Series D Convertible Preferred 1,628,126 - Convertible Notes - 85,451 Total 5,133,541 1,862,078 Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect the adoption of ASU 2020-6 to have any material impact on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
PROPERTY, EQUIPMENT, NET OF ACC
PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | NOTE 3 – PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION Property and equipment, net including any major improvements, are recorded at historical cost. The cost of repairs and maintenance is charged against operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10 Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2021 Computers and technological assets $ 3,682,999 $ 3,514,421 Furniture and fixtures 55,950 55,950 Machinery and equipment 7,539,266 7,530,787 Land 92,222 92,222 Leasehold improvements 1,508,915 1,508,915 Total 12,879,353 12,702,295 Less accumulated depreciation (4,671,775 ) (3,862,313 ) Total property and equipment, net $ 8,207,578 $ 8,839,982 Depreciation expenses for the three and six month periods ended June 30, 2022 and 2021 were $ 409,895 818,586 460,316 887,838 |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 - INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY June 30, 2022 December 31, 2021 Raw Materials $ 1,002,084 $ 970,393 Semi-Finished 1,649,703 1,466,763 Finished Goods 1,813,143 1,805,779 Packaging 15,549 15,549 Trading 5,793 Total $ 4,480,479 $ 4,264,277 Inventories are stated at lower of cost or net realizable value using the standard costing method for its work in process and finished goods. For its raw materials, trading goods, and packaging supplies, the Company utilizes the moving average method for costing purposes and FIFO. At this time there are no inventory reserves required. |
OPERATING LEASE RIGHT-OF-USE AS
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY | 6 Months Ended |
Jun. 30, 2022 | |
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party | |
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY | NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY Right of Use The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”) on January 1, 2019, the start of our 2019 fiscal year. The Company has one lease arrangement with a related party entered into on December 22, 2018 for 3-year term starting with January 1, 2019 for certain laboratory facilities, with a nine-year December 31, 2030 4,595,509 The Company leases a portion of the property (formerly the Environmental Protection Agency building) in Golden, CO from J&N Real Estate, owned by the CEO, a related party with a term expiring on December 31, 2030 3 Below is a summary of our right of use assets and liabilities as of June 30, 2022 and December 31, 2021: SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY June 30, 2022 December 31, 2021 Right-of-use assets $ 3,420,033 $ 3,595,100 Present value of operating lease liabilities $ 3,521,156 $ 3,692,392 Less: Long-term portion of operating lease liability (3,168,620 ) (3,347,335 ) Short-term portion of operating lease liability 352,536 345,057 Unpaid balances 1,504,581 1,279,033 Total short-term lease liability obligations $ 1,857,117 $ 1,624,090 Weighted-average remaining lease term (Ends December 31, 2030) 8.5 9 Weighted-average discount rate 3.0 % During the three and six months ended June 30, 2022 and 2021, we recognized approximately $ 114,693 229,386 Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of June 30, 2022, are as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2022 225,555 2023 455,622 2024 460,178 2025 464,780 2026 469,427 Thereafter 1,925,123 Total undiscounted operating lease payments 4,000,685 Less: Imputed interest (479,529 ) Present value of operating lease liabilities $ 3,521,156 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Convertible Note Payable On November 18, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Lincoln Park Capital Fund, LLC (the “Purchaser”) pursuant to which the Company agreed to sell a 10 1,100,000 five 785,715 0.0001 1.40 1,000,000 The Note will be due November 18, 2022 18 125 The principal and accrued interest on the Note is convertible into common stock at a conversion price of $ 1.40 80 Under the terms of the Note, upon a public offering by the Company of common stock, either alone or in units or with other securities pursuant to an effective registration statement resulting in gross proceeds to the Company of at least $ 10,000,000 90 115 The Note also contains customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding. The Warrants will be exercisable for a five 1.40 Each of the Note and the Warrants contain a 4.99 Pursuant to the SPA, the Company entered into a Registration Rights Agreement dated November 18, 2021, by and between the Company and the Purchaser, in which the Company has agreed to file a Registration Statement on Form S-1 with the SEC following request by the Purchaser at any time following the 180-day period after the initial closing. The Company calculated the fair value of the Warrants using the Black Scholes method as $ 877,261 100,000 20,249 117,515 220,005 248,694 494,656 385,340 On March 3, 2022, the Company entered into an Exchange Agreement (the “Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to issue a 10 385,000 275,000 0.0001 1.40 350 190,638 35,000 56,255 73,564 152,074 Paycheck Protection Program Funding U.S. Small Business Administration Loan On May 28, 2020 , the Company received a secured, 30 99,100 3.75 483 99,100 2,047 Notes payable – related party and other liability As part of the Exchange Agreement certain loan balances (“Quintel Loans”) from Quintel-MC Incorporated, an affiliate of the Company’s CEO, (“Quintel”) and historical interest owed of $ 1,932,358 4.062 12 On June 30, 2021, the Company issued its CEO, Ms. Buttorff, a 10 1,624,000 1 10 1.5 2.0 January 31, 2023 1,846,495 On June 30, 2021 the $ 7 2.2 500,000 4.3 During October 2019, the Company issued a short-term promissory note to an officer of Exactus, for an aggregate principal amount of $ 55,556 The note originally became due and payable between October 18, 2019 and December 16, 2019 and bore interest at a rate of twelve 12% per annum prior to the maturity date, and 18% per annum if unpaid following the maturity date 18 10 5,556 Below is a summary of our notes payable as of June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Quintel Note $ 4,062,713 $ 4,062,713 CEO Notes 3,532,180 2,379,153 Total related party notes $ 7,594,893 $ 6,441,866 Other long-term liabilities, related party The Company has recorded a related party liability (“Fixed Asset Loan”) in the amounts of $ 2,966,153 2,749,638 6 In 2020, the Company recorded an additional related party liability in the amount of $ 513,390 June 30, 2022 December 31, 2021 Other long-term liabilities, related party Fixed Asset Loan $ 2,966,153 $ 2,749,638 J&N Building Loan 513,390 513,390 Total $ 3,479,543 $ 3,263,028 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY Common stock The Company’s authorized common stock consists of 650,000,000 0.0001 During the three and six months ended June 30, 2022, the Company issued 154,637 834,331 8,940 45,715 Common stock options Stock Option Plan On June 30, 2021 the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provided for the issuance of 4,049,409 10 Previously the Company had adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such installments as the Board or Compensation Committee may specify. Stock options expire no later than ten years from the date of grant. The aggregate number of shares of common stock which may be issued pursuant to the Plan is 4,049,409 10 196,491 Stock Options A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of June 30, 2022 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Balance on December 31, 2021 196,491 $ 3.51 3.20 $ Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at June 30, 2022 196,491 $ 3.51 2.70 $ Vested and exercisable at June 30, 2022 196,491 $ 3.51 2.70 $ Stock Warrants On March 3, 2022, the Company entered in an Exchange Agreement with an institutional investor pursuant to which the Company issued a 10 385,000 275,000 0.0001 1.40 350 As of June 30, 2022, the Company also had outstanding warrants to purchase an aggregate of 56,377 The Company’s outstanding warrants as of June 30, 2022 are summarized as follows, and all were exercisable at that date. A summary of the Company’s outstanding warrants is presented below: SCHEDULE OF WARRANTS OUTSTANDING Warrants Outstanding as of June 30, 2022 Number of Shares Subject to Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Balance on December 31, 2021 56,377 $ 13.64 2.01 - Options granted 275,000 - - - Options exercised - - - - Options canceled / expired - - - - Balance at June 30, 2022 331,377 $ 3.48 4.16 $ - Vested and exercisable at June 30, 2022 331,377 $ 3.48 4.16 $ - As of June 30, 2022, the outstanding warrants have no intrinsic value. Restricted Stock A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2021 107,993 Balance at June 30, 2022 107,993 As of June 30, 2022, there were no unamortized or unvested stock-based compensation costs related to restricted share arrangements. Preferred Stock The Company’s authorized preferred stock consists of 50,000,000 0.0001 On March 3, 2022, the Company entered into an Exchange Agreement with the Investor pursuant to which the company agreed to issue the Note in the principal amount of $ 385,000 350 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Legal Matters In the ordinary course of business, the Company enters into agreements with third parties that include indemnification provisions which, in its judgment, are normal and customary for companies in the Company’s industry sector. These agreements are typically with business partners, and suppliers. Pursuant to these agreements, the Company generally agrees to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to the Company’s products, use of such products, or other actions taken or omitted by us. The maximum potential number of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, the Company has no liabilities recorded for these provisions as of June 30, 2022. Concentrations The Company has no contingencies, material commitments, or purchase obligations or sales obligations. On the revenue side, in the three months ended June 30, 2022, we have a concentration of two customers. One is a is a tolling partner who represents 41 11 The other concentration is in the accounts receivable category, where three customer accounts for 74 43 74 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable and Accrued Interest – Related Parties For information on related party loans to the Company and other related party transactions, see Notes 5 and 6, Operating Lease and Notes Payable. The accrued interest and interest expenses recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS June 30, 2022 December 31, 2021 Accrued Interest Related party loan-Quintel $ 515,254 $ 249,939 Related party loan-CEO loan 176,513 86,060 Related party loan – Line of credit 111,370 29,235 Accrued Interest 111,370 29,235 Three months ended Six months ended Three months ended June 30, 2021 Six months ended Interest Expense Related party loan-Quintel $ 134,637 $ 265,315 $ 241,985 $ 522,524 Related party loan-CEO loan 45,790 90,453 41,449 60,185 Related party loan – Line of Credit 51,700 81,835 - Interest Expense 51,700 81,835 - - Other The Company continues to hold 1,203,000 24,017 46,833 70,000 230,296 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10– SUBSEQUENT EVENTS On July 21, 2022, Dr. Janice Nerger resigned as a member of the Board of Directors of Panacea Life Sciences Holdings, Inc., effective immediately. Dr. Nerger has accepted the position of interim provost at Colorado State University and has decided to focus on her new position. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of Panacea Life Sciences, Inc., a wholly owned subsidiary acquired on June 30, 2021. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes consolidated unaudited interim financial statements and present the consolidated unaudited interim financial statements of the Company and its wholly-owned subsidiary as of June 30, 2022. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, stockholders’ equity and cash flows as of June 30, 2022, and 2021, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for the three ended June 30, 2022 and 2021 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2022. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. |
Going concern | Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has combined with Panacea Life Sciences Holdings, Inc. (formerly Exactus), so the below items reflect the consolidated company. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations. As of June 30, 2022, our accumulated deficit was $ 21.5 2.599 nd 1,203,000 2.562 4.063 1.624 1.1 1 |
COVID-19 | COVID-19 The COVID-19 pandemic has resulted in a global slowdown of economic activity which may reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events. While the lockdowns and disruptions have largely ended, we cannot predict whether future variants will cause adverse consequences. However, recent supply chain disruptions and delays may hinder our ability to continue our operations and generate revenue. The impact to date has included a decline in CBD product and sales demand. Further, in 2020, the Company (Panacea) invested in personal protective equipment (PPE) materials to sell hand sanitizers, testing kits and masks, and sales of PPE products, which constituted a significant portion of our revenue during the fiscal quarter ended June 30, 2021 and prior periods. These revenues have declined as vaccines continue to be administered and mask mandates and similar requirements have been lifted or reduced in many places. Although the Company is unable to predict the full impact and duration of COVID-19 on its business, the Company is actively managing its financial expenditures in response to the current uncertainty. The impact of the COVID-19 pandemic and related events, including actions taken by various government authorities in response, have increased market volatility and make the estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes more difficult. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. |
Use of Estimates | Use of Estimates The Unaudited Condensed Consolidated Financial Statements have been prepared in conformity with US GAAP and required management of the Company to make estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used in the calculation of right of use asset and lease liability, reserves for inventory, allowance for doubtful accounts, revenue allocations, valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation of net realizable value of inventory and fair value of non-cash equity transactions. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. On June 30, 2022, the Company’s cash balances did not exceed the FDIC limit. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. An allowance of $ 10,000 5,850 |
Inventory | Inventory Inventories are stated at low of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation and actual costs are expensed as incurred in the income statement as part of cost of goods sold. |
Marketable securities | Marketable securities The Company’s marketable securities consists of 1,203,000 Going Concern |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes a three-tier value hierarchy that distinguishes among the following: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of June 30, 2022 and December 31, 2021: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS June 30, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 2,562,390 $ 2,562,390 $ - - $ 3,719,483 $ 3,719,483 $ - $ - Total $ 2,562,390 $ 2,562,390 $ - $ - $ 3,719,483 $ 3,719,483 $ - $ - In May 2022 there was one sale of marketable securities out of Level 1. On May 2, 2022, 24,017 3.29 46,833 22,816 SCHEDULE OF MARKETABLE SECURITIES June 30, 2022 Balance at beginning of year $ 3,791,483 Sale of Securities 46,833 Unrealized loss on marketable securities, net (1,182,260 ) Balance at end of period $ 2,562,390 As of June 30, 2022, the Company has no liabilities that are re-measured at fair value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method on the various asset classes over their estimated useful lives, which range from 3 ten |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The Company has intangible assets. Goodwill is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying value. It has $ 2.189 0.030 0.061 The following table is a schedule of the Company’s intangible assets and goodwill: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Intangibles – Formulations 5 June 30, 2022 December 31, 2021 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (276,300 ) (245,600 ) Net intangible assets $ 30,701 $ 61,401 |
Leases | Leases The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. |
Convertible Notes Payable | Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. Some of the conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus, currently contract liabilities are negligible. The Company does not have any multiple-element arrangements. Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The Company recorded $ 196,284 24,585 The following table shows the Company’s advanced customer payments: SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER June 30, 2022 December 31, 2021 Balance, beginning of period $ 24,585 $ 121,300 Payments received for unearned revenue 181,439 41,465 Revenue earned 9,740 138,180 Balance, end of period $ 196,284 $ 24,585 Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed. In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. A contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The Company does not have any multiple-element arrangements. The Company also has recorded other income related to rental income it receives from leasing out space in the laboratory it occupies. |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred. Shipping costs are included as a component of general and administrative expenses and were $ 17,965 8,826 3,782 6,036 |
Advertising & Marketing | Advertising & Marketing Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising and marketing costs in general and administrative expenses and were $ 98,108 190,237 31,312 80,968 |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. |
Earnings per Share | Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. The Business Combination on June 30, 2021 was accounted for as a recapitalization of equity structure. In October, 2021 the Company completed 1-for-28 reverse stock split The following financial instruments were not included in the diluted loss per share calculation for the six months ended June 30, 2022 and 2021 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE For the six months ended June 30, 2022 2021 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 343,854 Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 1,432,773 Series D Convertible Preferred 1,628,126 - Convertible Notes - 85,451 Total 5,133,541 1,862,078 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect the adoption of ASU 2020-6 to have any material impact on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS | The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of June 30, 2022 and December 31, 2021: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS June 30, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 2,562,390 $ 2,562,390 $ - - $ 3,719,483 $ 3,719,483 $ - $ - Total $ 2,562,390 $ 2,562,390 $ - $ - $ 3,719,483 $ 3,719,483 $ - $ - |
SCHEDULE OF MARKETABLE SECURITIES | SCHEDULE OF MARKETABLE SECURITIES June 30, 2022 Balance at beginning of year $ 3,791,483 Sale of Securities 46,833 Unrealized loss on marketable securities, net (1,182,260 ) Balance at end of period $ 2,562,390 |
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | The following table is a schedule of the Company’s intangible assets and goodwill: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Intangibles – Formulations 5 June 30, 2022 December 31, 2021 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (276,300 ) (245,600 ) Net intangible assets $ 30,701 $ 61,401 |
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER | The following table shows the Company’s advanced customer payments: SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER June 30, 2022 December 31, 2021 Balance, beginning of period $ 24,585 $ 121,300 Payments received for unearned revenue 181,439 41,465 Revenue earned 9,740 138,180 Balance, end of period $ 196,284 $ 24,585 |
SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE | The following financial instruments were not included in the diluted loss per share calculation for the six months ended June 30, 2022 and 2021 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE For the six months ended June 30, 2022 2021 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 343,854 Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 1,432,773 Series D Convertible Preferred 1,628,126 - Convertible Notes - 85,451 Total 5,133,541 1,862,078 |
PROPERTY, EQUIPMENT, NET OF A_2
PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10 |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2021 Computers and technological assets $ 3,682,999 $ 3,514,421 Furniture and fixtures 55,950 55,950 Machinery and equipment 7,539,266 7,530,787 Land 92,222 92,222 Leasehold improvements 1,508,915 1,508,915 Total 12,879,353 12,702,295 Less accumulated depreciation (4,671,775 ) (3,862,313 ) Total property and equipment, net $ 8,207,578 $ 8,839,982 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consists of the following components: SCHEDULE OF INVENTORY June 30, 2022 December 31, 2021 Raw Materials $ 1,002,084 $ 970,393 Semi-Finished 1,649,703 1,466,763 Finished Goods 1,813,143 1,805,779 Packaging 15,549 15,549 Trading 5,793 Total $ 4,480,479 $ 4,264,277 |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party | |
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY | Below is a summary of our right of use assets and liabilities as of June 30, 2022 and December 31, 2021: SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY June 30, 2022 December 31, 2021 Right-of-use assets $ 3,420,033 $ 3,595,100 Present value of operating lease liabilities $ 3,521,156 $ 3,692,392 Less: Long-term portion of operating lease liability (3,168,620 ) (3,347,335 ) Short-term portion of operating lease liability 352,536 345,057 Unpaid balances 1,504,581 1,279,033 Total short-term lease liability obligations $ 1,857,117 $ 1,624,090 Weighted-average remaining lease term (Ends December 31, 2030) 8.5 9 Weighted-average discount rate 3.0 % |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES | Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of June 30, 2022, are as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2022 225,555 2023 455,622 2024 460,178 2025 464,780 2026 469,427 Thereafter 1,925,123 Total undiscounted operating lease payments 4,000,685 Less: Imputed interest (479,529 ) Present value of operating lease liabilities $ 3,521,156 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Below is a summary of our notes payable as of June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Quintel Note $ 4,062,713 $ 4,062,713 CEO Notes 3,532,180 2,379,153 Total related party notes $ 7,594,893 $ 6,441,866 June 30, 2022 December 31, 2021 Other long-term liabilities, related party Fixed Asset Loan $ 2,966,153 $ 2,749,638 J&N Building Loan 513,390 513,390 Total $ 3,479,543 $ 3,263,028 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS | A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of June 30, 2022 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Balance on December 31, 2021 196,491 $ 3.51 3.20 $ Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at June 30, 2022 196,491 $ 3.51 2.70 $ Vested and exercisable at June 30, 2022 196,491 $ 3.51 2.70 $ |
SCHEDULE OF WARRANTS OUTSTANDING | A summary of the Company’s outstanding warrants is presented below: SCHEDULE OF WARRANTS OUTSTANDING Warrants Outstanding as of June 30, 2022 Number of Shares Subject to Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Balance on December 31, 2021 56,377 $ 13.64 2.01 - Options granted 275,000 - - - Options exercised - - - - Options canceled / expired - - - - Balance at June 30, 2022 331,377 $ 3.48 4.16 $ - Vested and exercisable at June 30, 2022 331,377 $ 3.48 4.16 $ - |
SUMMARY OF RESTRICTED STOCK | A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2021 107,993 Balance at June 30, 2022 107,993 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS | The accrued interest and interest expenses recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS June 30, 2022 December 31, 2021 Accrued Interest Related party loan-Quintel $ 515,254 $ 249,939 Related party loan-CEO loan 176,513 86,060 Related party loan – Line of credit 111,370 29,235 Accrued Interest 111,370 29,235 Three months ended Six months ended Three months ended June 30, 2021 Six months ended Interest Expense Related party loan-Quintel $ 134,637 $ 265,315 $ 241,985 $ 522,524 Related party loan-CEO loan 45,790 90,453 41,449 60,185 Related party loan – Line of Credit 51,700 81,835 - Interest Expense 51,700 81,835 - - |
FAIR VALUE, ASSETS MEASURED ON
FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 2,562,390 | $ 3,719,483 |
Fair Value, Inputs, Level 1 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 2,562,390 | 3,719,483 |
Fair Value, Inputs, Level 2 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | ||
Marketable Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 2,562,390 | 3,719,483 |
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 2,562,390 | 3,719,483 |
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total |
SCHEDULE OF MARKETABLE SECURITI
SCHEDULE OF MARKETABLE SECURITIES (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | $ 3,791,483 |
Sale of securities | 46,833 |
Unrealized loss on marketable securities, net | (1,182,260) |
Ending balance | $ 2,562,390 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Finite-lived intangible asset, useful life | 5 years | ||
Goodwill | $ 2,188,810 | $ 2,188,810 | |
Intangibles – Formulations | 307,001 | 307,001 | |
Less accumulated amortization | (276,300) | (245,600) | |
Net intangible assets | $ 30,701 | $ 61,401 | |
Phoenix Life Sciences, Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Goodwill from phoenix acquisition | Tested Yearly for Impairment | ||
Goodwill | $ 2,189,000 |
SCHEDULE OF REVENUE FROM CONTRA
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance, beginning of period | $ 24,585 | $ 121,300 |
Payments received for unearned revenue | 181,439 | 41,465 |
Revenue earned | 9,740 | 138,180 |
Balance, end of period | $ 196,284 | $ 24,585 |
SCHEDULE OF ANTI-DILUTIVE DILUT
SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,133,541 | 1,862,078 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 61,446 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 56,377 | 343,854 |
Series B-1 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,679 | |
Series B-2 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 26,786 | |
Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,289,220 | |
Series C-1 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,064,908 | 1,432,773 |
Series D Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,628,126 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 85,451 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Nov. 30, 2021 | Oct. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 02, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Retained earnings | $ 21,509,060 | $ 21,509,060 | $ 16,765,013 | |||||||
Cash and liquid stock | 2,599,000 | 2,599,000 | ||||||||
Common stock value | 1,497 | 1,497 | 1,407 | |||||||
Convertible notes payable and warrant financing | $ 1,100,000 | |||||||||
Proceeds from issuance of warrants | $ 1,000,000 | |||||||||
Allowance for doubtful accounts | 10,000 | |||||||||
Allowance for doubtful expense | 5,850 | 5,850 | ||||||||
Shares issued price per share | $ 3.29 | |||||||||
Sale securities debt securities | 46,833 | |||||||||
Debt securities available for sales realized gain loss | 22,816 | 22,816 | ||||||||
Business acquisition, goodwill | 2,188,810 | $ 2,188,810 | 2,188,810 | |||||||
Description of lessee leasing arrangements, operating leases | In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset | |||||||||
Customer advances payments | 196,284 | $ 196,284 | $ 24,585 | |||||||
Reverse stock split | 1-for-28 reverse stock split | |||||||||
General and Administrative Expense [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Shipping and handling costs | 3,782 | 6,036 | 17,965 | 8,826 | ||||||
Advertising expense | 31,312 | $ 80,968 | 98,108 | $ 190,237 | ||||||
Phoenix Life Sciences, Inc. [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business acquisition, goodwill | $ 2,189,000 | |||||||||
Business acquisition, intangible assets | $ 30,000 | $ 30,000 | $ 61,000 | |||||||
Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Estimated useful life | 10 years | |||||||||
Marketable Securities [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Investment owned balance shares | 1,203,000 | 1,203,000 | ||||||||
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Investment owned balance shares | 24,017 | |||||||||
22nd Century Group, Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Common stock other shares outstanding | 1,203,000 | 1,203,000 | ||||||||
Common stock value | $ 2,562,000 | $ 2,562,000 | ||||||||
Quintel MC, Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Notes payable current | 4,063,000 | 4,063,000 | ||||||||
Leslie Buttorff [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Notes payable current | $ 1,624,000 | $ 1,624,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 12,879,353 | $ 12,702,295 |
Less accumulated depreciation | (4,671,775) | (3,862,313) |
Total property and equipment, net | 8,207,578 | 8,839,982 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,682,999 | 3,514,421 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 55,950 | 55,950 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 7,539,266 | 7,530,787 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 92,222 | 92,222 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,508,915 | $ 1,508,915 |
PROPERTY, EQUIPMENT, NET OF A_3
PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 409,895 | $ 460,316 | $ 818,586 | $ 887,838 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 1,002,084 | $ 970,393 |
Semi-Finished | 1,649,703 | 1,466,763 |
Finished Goods | 1,813,143 | 1,805,779 |
Packaging | 15,549 | 15,549 |
Trading | 5,793 | |
Total | $ 4,480,479 | $ 4,264,277 |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 3,420,033 | $ 3,595,100 |
Present value of operating lease liabilities | 3,521,156 | |
Less: Long-term portion of operating lease liability | (3,168,620) | (3,347,335) |
Total short-term lease liability obligations | $ 1,857,125 | $ 1,624,090 |
Weighted-average remaining lease term (Ends December 31, 2030) | 8 years 6 months | 9 years |
Operating Lease Liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 3,420,033 | $ 3,595,100 |
Present value of operating lease liabilities | 3,521,156 | 3,692,392 |
Less: Long-term portion of operating lease liability | (3,168,620) | (3,347,335) |
Short-term portion of operating lease liability | 352,536 | 345,057 |
Unpaid balances | 1,504,581 | 1,279,033 |
Total short-term lease liability obligations | $ 1,857,117 | $ 1,624,090 |
Weighted-average discount rate | 3% |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) | Jun. 30, 2022 USD ($) |
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party | |
2022 | $ 225,555 |
2023 | 455,622 |
2024 | 460,178 |
2025 | 464,780 |
2026 | 469,427 |
Thereafter | 1,925,123 |
Total undiscounted operating lease payments | 4,000,685 |
Less: Imputed interest | (479,529) |
Present value of operating lease liabilities | $ 3,521,156 |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lease expiring | Dec. 31, 2030 | |||
Present value of operating lease liabilities | $ 3,521,156 | $ 3,521,156 | ||
Lease term | 3 years | 3 years | ||
Operating lease, cost | $ 114,693 | $ 229,386 | $ 114,693 | $ 229,386 |
Accounting Standards Update 2016-02 [Member] | ||||
Present value of operating lease liabilities | $ 4,595,509 | $ 4,595,509 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Total related party notes | $ 7,594,893 | $ 6,441,866 | |
Total | 3,479,543 | 3,263,028 | |
Fixed asset loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 2,966,153 | 2,749,638 | |
JN Building Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 513,390 | 513,390 | $ 513,390 |
Quintel Note [Member] | |||
Short-Term Debt [Line Items] | |||
Total related party notes | 4,062,713 | 4,062,713 | |
CEO Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total related party notes | $ 3,532,180 | $ 2,379,153 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 18, 2021 | Jul. 02, 2021 | May 28, 2020 | Apr. 30, 2022 | Jan. 31, 2022 | Jun. 30, 2021 | Oct. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 03, 2022 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Debt percentage | 80% | 80% | ||||||||||||
Amortization of debt discount | $ 568,219 | |||||||||||||
Other long-term liabilities, related party | $ 3,479,543 | $ 3,479,543 | $ 3,263,028 | |||||||||||
Fixed asset loan [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 6% | 6% | ||||||||||||
Other long-term liabilities, related party | $ 2,966,153 | $ 2,966,153 | 2,749,638 | |||||||||||
JN Building Loan [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Other long-term liabilities, related party | $ 513,390 | $ 513,390 | $ 513,390 | $ 513,390 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | 350 | |||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 3.75% | |||||||||||||
Debt term | 30 years | |||||||||||||
Proceeds from loans | $ 99,100 | |||||||||||||
Debt principal and interest | $ 483 | |||||||||||||
Notes payable | $ 99,100 | $ 99,100 | ||||||||||||
Accrued interest | $ 2,047 | $ 2,047 | ||||||||||||
Quintel Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 12% | 12% | ||||||||||||
Interest expense related party | $ 1,932,358 | |||||||||||||
Notes payable related parties | $ 4,062,000 | 4,062,000 | ||||||||||||
Buttorff Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 10% | 10% | ||||||||||||
Proceeds from notes payable | $ 1,624,000 | |||||||||||||
Proceeds from lines of credit | $ 1,000,000 | |||||||||||||
Increase in line of credit | $ 2,000,000 | $ 1,500,000 | ||||||||||||
Line of credit facility, expiration date | Jan. 31, 2023 | |||||||||||||
Line of credit | $ 1,846,495 | |||||||||||||
Short Term Promissory Note [Member] | Officer [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Original issue discount percentage | 10% | |||||||||||||
Debt principal amount | $ 55,556 | |||||||||||||
Interest rate | 18% | |||||||||||||
Debt description | The note originally became due and payable between October 18, 2019 and December 16, 2019 and bore interest at a rate of twelve 12% per annum prior to the maturity date, and 18% per annum if unpaid following the maturity date | |||||||||||||
Amortization of debt discount | $ 5,556 | |||||||||||||
Linco in Park Capital Fund LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Amortization of financing costs and discounts | 385,340 | $ 220,005 | ||||||||||||
XXII [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable related parties | 7,000,000 | $ 7,000,000 | ||||||||||||
Debt conversion of convertibel debt | 500,000 | |||||||||||||
Needle Rock Farm [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable related parties | 2,200,000 | 2,200,000 | ||||||||||||
J&N Real Estate Company [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable related parties | $ 4,300,000 | $ 4,300,000 | ||||||||||||
Securities Purchase Agreement [Member] | Linco in Park Capital Fund LLC [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Original issue discount percentage | 10% | |||||||||||||
Debt principal amount | $ 1,100,000 | |||||||||||||
Warrant, term | 5 years | |||||||||||||
Warrants to purchase shares | 785,715 | |||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||
Exercise price | $ 1.40 | |||||||||||||
Convertible notes payable | $ 1,000,000 | |||||||||||||
Maturity date | Nov. 18, 2022 | |||||||||||||
Interest rate | 18% | |||||||||||||
Accrued interest premium percentage | 125% | |||||||||||||
Debt description | The principal and accrued interest on the Note is convertible into common stock at a conversion price of $1.40 per share, subject to certain adjustments summarized as follows: (i) if an event of default has occurred prior to the maturity date, a reduction to 80% of the conversion price then in effect, (iii) anti-dilution adjustment upon certain issuances of common stock or derivative securities at a price per share that is lower than the conversion price, (iii) customary adjustments for stock splits, stock dividends and similar corporate events, and (iv) adjustment upon a public offering by the Company meeting certain delineated criteria, as summarized below | |||||||||||||
Conversion price per share | $ 1.40 | |||||||||||||
Debt conversion description | Each of the Note and the Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder | |||||||||||||
Debt conversion rate | 4.99% | |||||||||||||
Warrants fair value | $ 877,261 | |||||||||||||
Unamortized discount | 100,000 | |||||||||||||
Debt issuance cost | $ 20,249 | |||||||||||||
Amortization of debt discount | 248,694 | 494,656 | $ 117,515 | |||||||||||
Securities Purchase Agreement [Member] | Linco in Park Capital Fund LLC [Member] | IPO [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Accrued interest premium percentage | 115% | |||||||||||||
Proceeds from initial offering | $ 10,000,000 | |||||||||||||
Debt instrument conversion price reduction percentage | 90% | |||||||||||||
Exchange Agreement [Member] | Investor [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Original issue discount percentage | 10% | |||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||
Exercise price | $ 1.40 | |||||||||||||
Unamortized discount | 35,000 | 35,000 | ||||||||||||
Amortization of financing costs and discounts | 152,074 | |||||||||||||
Debt instrument carrying amount | $ 385,000 | |||||||||||||
Class of warrant or rights | 275,000 | |||||||||||||
Warrants and rights outstanding | 190,638 | 190,638 | ||||||||||||
Amortization of debt discount | $ 56,255 | $ 73,564 | ||||||||||||
Exchange Agreement [Member] | Investor [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Preferred stock, shares issued | 350 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Options outstanding, beginning | 196,491 | |
Weighted average exercise price per share outstanding, beginning | $ 3.51 | |
Weighted average remaining contractual life outstanding, ending | 2 years 8 months 12 days | 3 years 2 months 12 days |
Options granted | ||
Weighted average exercise price per share, options granted | ||
Options exercised | ||
Weighted average exercise price per share, options exercised | ||
Options canceled/expired | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ||
Options outstanding, ending | 196,491 | 196,491 |
Weighted average exercise price per share outstanding, ending | $ 3.51 | $ 3.51 |
Options vested and exercisable | 196,491 | |
Weighted Average exercise price per share outstanding, vested and exercisable | $ 3.51 | |
Weighted average remaining contractual life outstanding, vested and exercisable | 2 years 8 months 12 days |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of Shares, warrants outstanding Beginning | shares | 56,377 |
Weighted average exercise price per share, warrants outstanding Beginning | $ 13.64 |
Weighted average remaining contractual life warrants outstanding Beginning | 2 years 3 days |
Aggregate intrinsic value outstanding, warrants outstanding Beginning | $ | |
Number of Shares, granted | shares | 275,000 |
Weighted average exercise price per share, options granted | |
Number of Shares, exercised | shares | |
Weighted average exercise price per share, options exercised | |
Number of Shares, canceled / expired | shares | |
Weighted average exercise price per share, options canceled/expired | |
Number of Shares, warrants outstanding Ending | shares | 331,377 |
Weighted average exercise price per share, warrants outstanding Ending | $ 3.48 |
Weighted average remaining contractual life warrants outstanding Ending | 4 years 1 month 28 days |
Aggregate intrinsic value outstanding, warrants outstanding Ending | $ | |
Number of Shares, vested and exercisable | shares | 331,377 |
Weighted Average exercise price per share, warrants outstanding vested and exercisable | $ 3.48 |
Weighted average remaining contractual life warrants outstanding vested and exercisable | 4 years 1 month 28 days |
Aggregate intrinsic value outstanding, warrants outstanding vested and exercisable |
SUMMARY OF RESTRICTED STOCK (De
SUMMARY OF RESTRICTED STOCK (Details) | Jun. 30, 2022 shares |
Equity [Abstract] | |
Restricted stock, Beginning balance | 107,993 |
Restricted stock, Ending balance | 107,993 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 03, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, authorized | 650,000,000 | 650,000,000 | 650,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Stock Warrants [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Class of warrant or rights number of securities | 56,377 | 56,377 | ||||
Series A Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares issued | 0 | 0 | 350 | |||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Exchange Agreement [Member] | Investor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, par value | $ 0.0001 | |||||
Interest rate, effective percentage | 10% | |||||
Debt principal amount | $ 385,000 | |||||
Class of warrants | 275,000 | |||||
Exercise price | $ 1.40 | |||||
Exchange Agreement [Member] | Investor [Member] | Series A Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares issued | 350 | |||||
2021 Plan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued for services | 4,049,409 | |||||
Number of years shares available for grant | 10 years | |||||
2018 Plan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of years shares available for grant | 10 years | |||||
Share based compensation arrangement, number of shares | 4,049,409 | |||||
Shares vested | 196,491 | |||||
Forecast [Member] | Scientific Advisory Board [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued for services | 45,715 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued during period shares issued | 154,637 | 834,331 | ||||
Shares issued for services | 48,338 | 57,278 | ||||
Common Stock [Member] | Forecast [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued for services | 8,940 | |||||
Preferred Stock [Member] | Exchange Agreement [Member] | Investor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Debt principal amount | $ 385,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Customer Concentration Risk [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Member] | One Customer [Member] | |
Loss Contingencies [Line Items] | |
Concentration risk percentage | 41% |
Revenue Benchmark [Member] | Two Customer [Member] | |
Loss Contingencies [Line Items] | |
Concentration risk percentage | 11% |
Accounts Receivable [Member] | Three Customers [Member] | |
Loss Contingencies [Line Items] | |
Concentration risk percentage | 74% |
Accounts Receivable [Member] | Customer Receivable [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Concentration risk percentage | 43% |
Accounts Receivable [Member] | Customer Receivable [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Concentration risk percentage | 74% |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Loan - Quintel [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued Interest | $ 515,254 | $ 515,254 | $ 249,939 | ||
Interest Expense | 134,637 | $ 241,985 | 265,315 | $ 522,524 | |
Related Party Loan - CEO Loan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued Interest | 176,513 | 176,513 | 86,060 | ||
Interest Expense | 45,790 | 41,449 | 90,453 | 60,185 | |
Related Party Loan - Line Of Credit [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued Interest | 111,370 | 111,370 | $ 29,235 | ||
Interest Expense | $ 51,700 | $ 81,835 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - XXII Common Stock [Member] - USD ($) | May 02, 2022 | Aug. 25, 2021 | Jun. 30, 2022 |
Shares outstanding | 1,203,000 | ||
Sale of stock shares issued | 24,017 | 70,000 | |
Proceeds from sale of stock | $ 46,833 | $ 230,296 |