Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40578 | |
Entity Registrant Name | AGRIFORCE GROWING SYSTEMS LTD. | |
Entity Central Index Key | 0001826397 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 777 Hornby Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V6Z 1S4 | |
City Area Code | (604) | |
Local Phone Number | 757-0952 | |
Entity Current Reporting Status | No | |
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 | 14,983,761 | |
Common Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Shares | |
Trading Symbol | AGRI | |
Security Exchange Name | NASDAQ | |
Series A Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | AGRIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current | |||
Cash | $ 157,051 | $ 653,410 | |
Accounts receivable | 9,511 | 8,973 | |
Prepaid expenses and other current assets (Note 3) | 229,831 | 213,038 | |
Total current assets | 396,393 | 875,421 | |
Non-current | |||
Property and equipment, net | 26,065 | 28,443 | |
Deferred IPO costs | 1,042,729 | 390,932 | |
Construction in progress | 2,127,574 | 2,071,093 | |
Total assets | 3,592,761 | 3,365,889 | |
Current | |||
Accounts payable and accrued liabilities (Note 4) | 2,305,426 | 1,930,988 | |
Senior secured debentures, net (Note 5) | 698,235 | ||
Total current liabilities | 3,003,661 | 1,930,988 | |
Non-current | |||
Obligation to issue warrants (Note 5) | 270,669 | ||
Long term loan (Note 6) | 48,411 | 31,417 | |
Total liabilities | 3,322,741 | 1,962,405 | |
Commitments and contingencies (Note 8) | |||
Shareholders’ equity | |||
Preferred Shares, no par value per share - unlimited shares authorized; 2,258,826 shares issued and outstanding at June 30, 2021 and December 31, 2020* | [1] | 6,717,873 | 6,717,873 |
Common shares, no par value per share - unlimited shares authorized; 9,542,769 and 8,441,617 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively* | [1] | 7,022,883 | 5,696,050 |
Additional paid-in-capital | 1,453,367 | 1,297,566 | |
Obligation to issue shares | 94,885 | 94,885 | |
Accumulated deficit | (15,145,791) | (12,521,944) | |
Accumulated other comprehensive income | 126,803 | 119,054 | |
Total shareholders’ equity | 270,020 | 1,403,484 | |
Total liabilities and shareholders’ equity | $ 3,592,761 | $ 3,365,889 | |
[1] | reflects the 1:4.75 reverse stock split |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Preferred stock, no par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | Unlimited | Unlimited | |
Preferred stock, shares issued | 2,258,826 | 2,258,826 | 2,258,826 |
Preferred stock, shares outstanding | 2,258,826 | 2,258,826 | 2,258,826 |
Common stock, no par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited | |
Common stock, shares issued | 9,542,769 | 9,542,769 | 8,441,617 |
Common stock, shares outstanding | 9,542,769 | 9,542,769 | 8,441,617 |
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
OPERATING EXPENSES | |||||
Consulting | $ 181,651 | $ 65,960 | $ 491,596 | $ 308,345 | |
Depreciation | 2,728 | 2,178 | 5,323 | 4,412 | |
Office and administrative | 51,288 | 30,530 | 112,275 | 66,789 | |
Investor and public relations | 88,249 | 35,320 | 165,086 | 96,513 | |
Professional fees | 108,343 | 69,318 | 253,251 | 209,078 | |
Rent | 5,092 | 7,286 | 20,536 | ||
Research and development | 31,277 | 25,735 | 61,260 | 113,431 | |
Share-based compensation | 65,559 | 147,005 | 155,801 | 246,591 | |
Shareholder and regulatory | 1,037 | 89,460 | 3,345 | 92,833 | |
Travel and entertainment | 10,231 | 1,034 | 11,306 | 5,677 | |
Wages and salaries | 169,300 | 175,870 | 338,965 | 439,890 | |
Operating loss | (714,755) | (642,410) | (1,605,494) | (1,604,095) | |
OTHER EXPENSES | |||||
Foreign exchange loss (gain) | 5,609 | (13,391) | (524) | 9,640 | |
Accretion of interest on senior secured debentures | 427,360 | 427,360 | |||
Loss on extension of debt term | 59,259 | 59,259 | |||
Loss before provision for income taxes | (1,206,983) | (629,019) | (2,091,589) | (1,613,735) | |
Provision for income taxes | |||||
Net loss | (1,206,983) | (629,019) | (2,091,589) | (1,613,735) | |
Dividend paid to preferred shareholders | 532,258 | 459,236 | 532,258 | 459,236 | |
Net loss attributable to common shareholders | (1,739,241) | (1,088,255) | (2,623,847) | (2,072,971) | |
Other comprehensive income (loss) | |||||
Foreign currency translation | (5,285) | 48,894 | 7,749 | (148,594) | |
Comprehensive loss attributable to common shareholders | $ (1,744,526) | $ (1,039,361) | $ (2,616,098) | $ (2,221,565) | |
Basic and diluted net loss attributed to common share* | [1] | $ (0.20) | $ (0.14) | $ (0.30) | $ (0.27) |
Weighted average number of common shares outstanding – basic and diluted* | [1] | 8,892,989 | 7,811,788 | 8,668,881 | 7,762,577 |
[1] | reflects the 1:4.75 reverse stock split |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parenthetical) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Equity [Abstract] | |||||||
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Obligationto Issue Shares [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | |
Beginning balance, value at Dec. 31, 2019 | $ 3,725,454 | $ 6,717,873 | $ 726,356 | $ 12,463 | $ (8,352,354) | $ 164,910 | $ 2,994,702 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | [1] | 7,705,209 | 2,258,826 | |||||
Shares issued for consulting services | $ 324,868 | (12,463) | 312,405 | |||||
Shares issued for consulting services, shares | [1] | 96,029 | ||||||
Shares issued for dividend on Preferred Shares | $ 459,236 | (459,236) | ||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | ||||||
Share based compensation | 246,591 | 246,591 | ||||||
Net loss | (1,613,735) | (1,613,735) | ||||||
Foreign currency translation | (148,594) | (148,594) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 4,509,558 | $ 6,717,873 | 972,947 | (10,425,325) | 16,316 | 1,791,369 | ||
Balance, shares at Jun. 30, 2020 | [1] | 7,936,768 | 2,258,826 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 3,755,899 | $ 6,717,873 | 825,942 | 12,575 | (9,337,070) | (32,578) | 1,942,641 | |
Shares, Outstanding, Beginning Balance at Mar. 31, 2020 | [1] | 7,717,182 | 2,258,826 | |||||
Shares issued for consulting services | $ 294,423 | (12,575) | 281,848 | |||||
Shares issued for consulting services, shares | [1] | 84,056 | ||||||
Shares issued for dividend on Preferred Shares | $ 459,236 | (459,236) | ||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | ||||||
Share based compensation | 147,005 | 147,005 | ||||||
Net loss | (629,019) | (629,019) | ||||||
Foreign currency translation | 48,894 | 48,894 | ||||||
Ending balance, value at Jun. 30, 2020 | $ 4,509,558 | $ 6,717,873 | 972,947 | (10,425,325) | 16,316 | 1,791,369 | ||
Balance, shares at Jun. 30, 2020 | [1] | 7,936,768 | 2,258,826 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 5,696,050 | $ 6,717,873 | 1,297,566 | 94,885 | (12,521,944) | 119,054 | 1,403,484 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | [1] | 8,441,617 | 2,258,826 | |||||
Shares issued for cashless exercise of options | ||||||||
Shares issued for cashless exercise of options, shares | [1] | 820,029 | ||||||
Shares issued for compensation | $ 514,066 | 514,066 | ||||||
Shares issued for compensation, shares | [1] | 98,356 | ||||||
Shares issued for consulting services | $ 220,509 | 220,509 | ||||||
Shares issued for consulting services, shares | [1] | 37,237 | ||||||
Shares issued for debt term extension | $ 60,000 | 60,000 | ||||||
Shares issued for debt term extension, shares | 10,000 | |||||||
Shares issued for dividend on Preferred Shares | $ 532,258 | (532,258) | ||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | ||||||
Share based compensation | 155,801 | 155,801 | ||||||
Net loss | (2,091,589) | (2,091,589) | ||||||
Foreign currency translation | 7,749 | 7,749 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 7,022,883 | $ 6,717,873 | 1,453,367 | 94,885 | (15,145,791) | 126,803 | 270,020 | |
Balance, shares at Jun. 30, 2021 | [1] | 9,542,769 | 2,258,826 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 5,875,750 | $ 6,717,873 | 1,387,808 | 103,512 | (13,406,550) | 132,088 | 810,481 | |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | [1] | 8,471,617 | 2,258,826 | |||||
Shares issued for cashless exercise of options | ||||||||
Shares issued for cashless exercise of options, shares | [1] | 820,029 | ||||||
Shares issued for compensation | $ 514,066 | 514,066 | ||||||
Shares issued for compensation, shares | [1] | 98,356 | ||||||
Shares issued for consulting services | $ 40,809 | (8,627) | 32,182 | |||||
Shares issued for consulting services, shares | [1] | 7,237 | ||||||
Shares issued for debt term extension | $ 60,000 | 60,000 | ||||||
Shares issued for debt term extension, shares | 10,000 | |||||||
Shares issued for dividend on Preferred Shares | $ 532,258 | (532,258) | ||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | ||||||
Share based compensation | 65,559 | 65,559 | ||||||
Net loss | (1,206,983) | (1,206,983) | ||||||
Foreign currency translation | (5,285) | (5,285) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 7,022,883 | $ 6,717,873 | $ 1,453,367 | $ 94,885 | $ (15,145,791) | $ 126,803 | $ 270,020 | |
Balance, shares at Jun. 30, 2021 | [1] | 9,542,769 | 2,258,826 | |||||
[1] | reflects the 1:4.75 reverse stock split |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (2,091,589) | $ (1,613,735) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5,323 | 4,412 |
Share-based compensation | 155,801 | 246,591 |
Shares issued for consulting services | 220,509 | 133,387 |
Shares issued for debt term extension | 60,000 | |
Accretion of interest on senior secured debentures | 427,360 | |
Loss on extension of debt term | 59,259 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (538) | 43,068 |
(Increase) decrease in prepaid expenses and other current assets | (16,793) | 32,396 |
Increase (decrease) in accounts payable and accrued liabilities | 380,986 | (32,665) |
Net cash used in operating activities | (799,682) | (1,186,546) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of equipment | (2,190) | (844) |
Net cash used in investing activities | (2,190) | (844) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term loan | 15,932 | 29,351 |
Proceeds from issuance of senior secured debentures | 600,000 | |
Financing costs of senior secured debentures | (69,000) | |
Payment of IPO costs | (173,541) | (41,200) |
Net cash provided by financing activities | 373,391 | (11,849) |
Effect of exchange rate changes on cash and cash equivalent | (67,878) | (51,570) |
Change in cash | (496,359) | (1,250,809) |
Cash, beginning of period | 653,410 | 2,158,891 |
Cash, end of period | 157,051 | 908,082 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | ||
Cash paid during the period for income taxes | ||
Supplemental disclosure of non-cash investing and financing transactions | ||
Preferred stock dividend paid in common shares | 532,258 | 459,236 |
Unpaid amount related to construction in progress included in accounts payable | 744,191 | 744,191 |
Unpaid IPO costs | 803,694 | 80,580 |
Fair value of obligation to issue warrants in connection with senior secured debentures | 270,669 | |
Fair value of shares in connection with extension of senior secured debentures | $ 60,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PREPARATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PREPARATION | 1. NATURE OF OPERATIONS AND BASIS OF PREPARATION Business Overview AgriFORCE Growing Systems Ltd. (the “Company”) is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment. The Company calls its facility design and automated growing system the “Agriforce grow house”. The Company has designed its AgriFORCE grow house to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation Basis of Presentation The accompanying Condensed Consolidated Interim Financial Statements (the “interim financial statements”) and related financial information of AgriFORCE Growing Systems Ltd. (the “Company”) should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2020 and 2019 included in the Company’s Registration Statement on Form S-1/A (File No. 333-251380), which was filed with the Securities Exchange Commission (“SEC”) on June 30, 2021. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying interim financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020, and the related interim information contained within the notes to the interim financial statements, are unaudited. The interim financial statements have been prepared in accordance with U.S. GAAP and on the same basis as the audited financial statements. In the opinion of management, the accompanying interim condensed financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of June 30, 2021, and the results of its operations and cash flows for the six months ended June 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021, or for any future period. Liquidity and Management’s Plan In accordance with Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) As of June 30, 2021, the Company had cash of $ 157,051 . During the three and six months ended June 30, 2021, the Company incurred a net loss of $ 1,206,983 2,091,589 and used $ 799,682 of cash in operating activities during the six months ended June 30, 2021. At June 30, 2021, the Company had an accumulated deficit of $ 15,145,791 and currently does not expect to experience positive cash flows from operating activities in the near future as it continues expanding the organization to support planned growth while also continuing to invest in research and development and other commercialization efforts of its technology that is currently in development. We also expect to incur significant additional expenditures as a public company. Although it is difficult to predict the Company’s liquidity requirements, as of June 30, 2021, and based upon the Company’s current operating plan and the net proceeds received from its July 2021 initial public offering (“IPO”) (see Note 9), the Company believes that it will have sufficient cash to meet its projected operating requirements for at least the next 12 months following the issuance of the interim financial statements based on the balance of cash and the IPO proceeds. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The adoption of this new guidance did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. We are currently assessing the impact this guidance will have on our condensed consolidated financial statements. In May 2021, the 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 (a consensus of the FASB Emerging Issues Task Force). ASU 2021-04 clarifies and reduces diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Modifications and exchanges should be treated as an exchange of the original instrument for a new instrument. The amendment requires entities to measure the effect 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 if the modification or the 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. For all other modifications or exchanges, the effect should be measured 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 for all other modifications or exchanges. The amendments require entities to recognize the effect on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The amendments also require entities to recognize the effect in accordance with the guidance in Topic 718, Compensation - Stock Compensation. ASU No. 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ASU 2021-04 will be adopted on January 1, 2022. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. 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. Fair Value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on March 24, 2021, the Company agreed to issue warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants are determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of June 30, 2021, all the Company’s $ 270,669 Reclassifications The Company has reclassified certain amounts in the 2020 consolidated financial statements to comply with the 2021 presentation. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2021 December 31, 2020 Deposits $ 170,000 $ 170,000 Legal retainer 54,513 43,038 Others 5,318 - Total $ 229,831 $ 213,038 During the year ended December 31, 2020, the Company entered into a land purchase agreement in relation to construction of a facility in Coachella, California. A deposit of $ 170,000 has been paid and the balance of the purchase price is subject to financing. On April 6, 2021, the scheduled close of escrow was extended to April 30, 2021 and the purchase price was increased to $ 4.4 million. The Company is currently renegotiating the final terms of the debt financing related to the purchase of land before completing the purchase. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2021 December 31, 2020 Accounts payable $ 1,255,637 $ 991,565 Accrued expenses 1,002,078 905,629 Others 47,711 33,794 Accounts Payable and Accrued Liabilities $ 2,305,426 $ 1,930,988 Accounts payable includes $ 744,191 (December 31, 2020 - $ 744,191 ) payable to an outside contractor in relation to facility construction. Accrued expenses include bonus payable of $ nil (December 31, 2020 - $ 487,983 ) and Directors fees payable of $ 172,293 (December 31, 2020 - $ 128,448 ). Accounts payable and accrued liabilities include a total unpaid IPO cost of $ 803,694 (December 31, 2020 - $ 297,437 ). |
SENIOR SECURED DEBENTURES
SENIOR SECURED DEBENTURES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED DEBENTURES | 5. SENIOR SECURED DEBENTURES On March 24, 2021, the Company entered into a securities purchase agreement with certain accredited investors for the purchase of $ 750,000 600,000 June 24, 2021 69,000 On June 24, 2021, the due date was extended, for which the Company paid an extension fee of 10,000 60,000 July 13, 2021 . Each debenture holder is entitled to receive a warrant to purchase 93,938 3.99 three In accordance with U.S. GAAP, the fair value of the warrants was recorded as a liability in the accompanying balance sheet at June 30, 2021 using Black-Scholes option-pricing model. The Company remeasures the fair value of the warrants liability at each reporting date until the warrants are exercised or have expired. Changes in the fair value of the warrants liability is reported in the statements of comprehensive income / (loss) as income or expense. The fair value of the warrants liability is subject to significant fluctuation based on changes in the inputs to the Black-Scholes option-pricing model, including our common stock price, expected volatility, expected term, the risk-free interest rate and dividend yield. The market price for our common stock may be volatile. Consequently, future fluctuations in the price of our common stock may cause significant increases or decreases in the fair value of the warrants. There were no significant changes in the fair value of warrants from March 24, 2021 to June 30, 2021. The fair value of the warrants estimated at $ 270,669 determined using the Black-Scholes option pricing model was based on the following assumptions; stock price $ 5.99 , dividend yield – nil , expected volatility 80 %, risk free rate of return 0.5 %, expected term of 3 years. |
LONG TERM LOAN
LONG TERM LOAN | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG TERM LOAN | 6. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 31,417 40,000 The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. The loan is interest free for an initial term that ends on December 31, 2022. Repaying the loan balance on or before December 31, 2022 25 10,000 5 the extended term i.e. January 31, 2023 to December 31, 2025 In April 2021, the Company applied for additional loan with Alterna Bank under the Program and received $ 15,932 20,000 |
SHARE CAPITAL
SHARE CAPITAL | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SHARE CAPITAL | 7. SHARE CAPITAL On March 29, 2021, the Company issued 30,000 common shares with a fair value of $ 179,700 against consulting services from a third party. On May 10, 2021, the Company declared, and on May 11, 2021 issued, 86,739 On May 10, 2021, the Company declared, and on May 11, 2021 issued, 48,791 On May 27, 2021, the Company issued to consultants a total of 7,237 On May 27, 2021, the Company issued 820,029 common shares as a result of 1,113,701 stock options exercised on a cashless basis at various exercise prices. On May 28, 2021, the Company’s officers opted to receive a total of 98,356 On May 31, 2021, the Company granted a total of 405,059 stock options to directors, officers, employees, and consultants of the Company. The stock options will vest over the next three years following the grant date with the first vesting date of three-month anniversary after the grant date. The stock options are exercisable for a five-year period at an exercise price of $ 7.00 . The fair value of the options was estimated at $ 1.48 million determined using the Black-Scholes option pricing model was based on the following assumptions; stock price $ 6.00 , dividend yield – nil, expected volatility 80 %, risk free rate of return 0.98 %, expected term of 3 years. On June 24, 2021, the Company issued to a consultant working with the senior secured debentures holders, a total of 10,000 common shares on their behalf, for the term extension of the Bride Loan (see Note 5). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Litigation During the six months ended June 30, 2021 and the year ended December 31, 2020, the Company had no new contingencies to disclose. During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 25,000,000 An additional 105,263 ( 500,000 before the Reverse Split) Class A Shares were issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements that were executed and the intellectual property risks that were purportedly transferred. After several months of analysis with various professionals, the Company determined that the technology was in fact invalid and therefore without any value. On May 15, 2019, a claim by HydroHaus Horticulture, Inc., Stuart Brazier and Christopher Gielnik was filed in BC Supreme Court. The basic allegations against Agriforce Growing Systems Ltd. are: 1. The Company breached the manufacturing agreement under which HydroHaus Horticulture claims it had the exclusive right to build hydro houses for the Company; 2. The Company advised HydroHaus Horticulture that it was in breach of the licensing agreement relating to its project to build a hydro house for the Nak’azdli causing HydroHaus Horticulture to spend approximately $ 130,000 3. The Company owes approximately $ 100,000 4. The Company wrongfully rescinded its agreements with HydroHaus Horticulture. The plaintiffs are seeking general and special damages, alternatively rescission of the agreements or specific performance of those agreements and payment for expenses incurred by HydroHaus Horticulture for the benefit of the Company. The plaintiffs are also seeking an order that the Hydrohaus IP (allegedly comprising certain cladding materials and methods of insulating greenhouses, regulating humidity, moving growing plants, and managing the movement of air, and any derivative works), and an associated patent application, be transferred to the them. The Plaintiffs are also seeking an order prohibiting the Company from using the words, “Canivate”, “the Canivate Way”, “HydroFilm”, “Hydrohouse” and “Hydrohaus”. On May 24, 2019, the Company filed a Response to the claim. That response denies the allegations in the claim, raises the defense that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated they had invented and owned and states that the intellectual property was unworkable to build greenhouses. The Company also alleges that the plaintiffs falsely represented that their work for the Kak’adzdli would benefit the Company when it would not. The Response asks that the claim be dismissed. The Company has also filed a Counterclaim based upon its allegations that the plaintiffs wrongfully induced the Company to enter agreements with the plaintiffs based on fraudulent misrepresentations regarding the existence of ownership of intellectual property. Further, the counterclaim alleges that Mr. Brazier breached his fiduciary duties to Canivate in preferring the interests of Hydrohaus over those of the Company. The counterclaim seeks a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs as well as general, special, aggravated and punitive damages, an accounting for profits, and legal costs. During the six months ended June 30, 2021 and the year ended December 31, 2020, there has been no further activity in the lawsuit. Based on Company’s litigation counsel’s opinion, management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company evaluated subsequent events through August 2, 2021, the date on which these interim financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the interim financial statements as of June 30, 2021, and events which occurred subsequent to June 30, 2021 but were not recognized in the interim financial statements. Except for events previously disclosed in the notes to the financial statements, as disclosed below and the extension of scheduled close of escrow related to purchase of land as disclosed in Note 3 and the term extension and repayment of Bridge Loan disclosed in Note 5, there were no events that required recognition, adjustment to or disclosure in the interim financial statements. On July 12, 2021, the Company completed its IPO whereby it sold a total of 3,127,998 units, each consisting of one common share and one Series A warrant to purchase one common share, at a public offering price of $ 5.00 for gross proceeds of $ 15,639,990 The Company received net proceeds from the IPO of $14,388,791, after deducting underwriting discounts and commissions of 1,251,199 Concurrent with the closing of the IPO, the 2,258,826 On July 28, 2021, 93,938 three 3.99 The company will issue a final common shares dividend to the holders of Series A Preferred Shares from the date of last dividend issued to the IPO closing date. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The adoption of this new guidance did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. We are currently assessing the impact this guidance will have on our condensed consolidated financial statements. In May 2021, the 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 (a consensus of the FASB Emerging Issues Task Force). ASU 2021-04 clarifies and reduces diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Modifications and exchanges should be treated as an exchange of the original instrument for a new instrument. The amendment requires entities to measure the effect 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 if the modification or the 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. For all other modifications or exchanges, the effect should be measured 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 for all other modifications or exchanges. The amendments require entities to recognize the effect on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The amendments also require entities to recognize the effect in accordance with the guidance in Topic 718, Compensation - Stock Compensation. ASU No. 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ASU 2021-04 will be adopted on January 1, 2022. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on March 24, 2021, the Company agreed to issue warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants are determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of June 30, 2021, all the Company’s $ 270,669 |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the 2020 consolidated financial statements to comply with the 2021 presentation. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2021 December 31, 2020 Deposits $ 170,000 $ 170,000 Legal retainer 54,513 43,038 Others 5,318 - Total $ 229,831 $ 213,038 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2021 December 31, 2020 Accounts payable $ 1,255,637 $ 991,565 Accrued expenses 1,002,078 905,629 Others 47,711 33,794 Accounts Payable and Accrued Liabilities $ 2,305,426 $ 1,930,988 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 157,051 | $ 157,051 | $ 653,410 | ||
Net Income (Loss) Attributable to Parent | 1,206,983 | $ 629,019 | 2,091,589 | $ 1,613,735 | |
Net Cash Provided by (Used in) Operating Activities | 799,682 | $ 1,186,546 | |||
Retained Earnings (Accumulated Deficit) | $ 15,145,791 | $ 15,145,791 | $ 12,521,944 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
[custom:ObligationToIssueWarrants-0] | $ 270,669 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Deposits | $ 170,000 | $ 170,000 |
Legal retainer | 54,513 | 43,038 |
Others | 5,318 | |
Total | $ 229,831 | $ 213,038 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Apr. 06, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deposit Assets | $ 170,000 | $ 170,000 | |
Land Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deposit Assets | $ 170,000 | ||
Payments to Acquire Land | $ 4,400,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,255,637 | $ 991,565 |
Accrued expenses | 1,002,078 | 905,629 |
Others | 47,711 | 33,794 |
Accounts Payable and Accrued Liabilities | $ 2,305,426 | $ 1,930,988 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accounts Payable, Current | $ 744,191 | $ 744,191 |
Accrued expenses | 0 | 487,983 |
[custom:DirectorsFeesPayable-0] | 172,293 | 128,448 |
Unpaid IPO costs | $ 803,694 | $ 297,437 |
SENIOR SECURED DEBENTURES (Deta
SENIOR SECURED DEBENTURES (Details Narrative) | Jun. 24, 2021USD ($)$ / sharesshares | May 27, 2021shares | Mar. 24, 2021USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares |
Short-term Debt [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | shares | 820,029 | ||||
Stock Issued During Period, Value, New Issues | |||||
Warrant [Member] | |||||
Short-term Debt [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 93,938 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.99 | ||||
Warrants and Rights Outstanding, Term | 3 years | ||||
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Share Price [Member] | |||||
Short-term Debt [Line Items] | |||||
Fair Value Adjustment of Warrants | $ 270,669 | ||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 5.99 | 5.99 | |||
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||
Short-term Debt [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 80 | 80 | |||
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Short-term Debt [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0.5 | 0.5 | |||
Securities Purchase Agreement [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||||
Short-term Debt [Line Items] | |||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | |||
Accredited Investors [Member] | Senior Secured Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt, maturity date | Jul. 13, 2021 | ||||
Stock Issued During Period, Shares, New Issues | shares | 10,000 | ||||
Stock Issued During Period, Value, New Issues | $ 60,000 | ||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt principal amount | $ 750,000 | ||||
Subscription amount | $ 600,000 | ||||
Debt, maturity date | Jun. 24, 2021 | ||||
Debenture Holders [Member] | Securities Purchase Agreement [Member] | |||||
Short-term Debt [Line Items] | |||||
Transaction costs | $ 69,000 |
LONG TERM LOAN (Details Narrati
LONG TERM LOAN (Details Narrative) - Loan Agreement [Member] - Alterna Bank [Member] | 1 Months Ended | 12 Months Ended | 13 Months Ended | ||
Apr. 30, 2021USD ($) | Dec. 31, 2020CAD ($) | Apr. 30, 2021CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | |
Line of Credit Facility [Line Items] | |||||
Debt principal amount | $ 31,417 | ||||
Debt, maturity date | Dec. 31, 2022 | ||||
Debt, forgiveness percentage | 25.00% | ||||
Debt instrument, interest rate | 5.00% | 5.00% | |||
Debt instrument, description | the extended term i.e. January 31, 2023 to December 31, 2025 | ||||
Proceeds from loan | $ 15,932 | ||||
CAD [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt principal amount | $ 40,000 | ||||
Debt instrument, forgiveness | $ 10,000 | ||||
Proceeds from loan | $ 20,000 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | Jun. 24, 2021 | May 31, 2021 | May 28, 2021 | May 27, 2021 | Mar. 29, 2021 | May 10, 2019 | May 02, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 32,182 | $ 281,848 | $ 220,509 | $ 312,405 | |||||||
Shares obligated to issue for consulting services, shares | 820,029 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,113,701 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 405,059 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 5 years | ||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 7 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,480,000 | ||||||||||
Share Price | $ 6 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 80.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.98% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||
Officer [Member] | |||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||
Shares issued for consulting services, shares | 98,356 | ||||||||||
Consultants [Member] | |||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | ||||||||||
Third Party [Member] | |||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||
Shares issued for consulting services, shares | 30,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 179,700 | ||||||||||
Holders [Member] | |||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||
Stock dividend shares | 48,791 | 86,739 | |||||||||
Consultants [Member] | |||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||
Shares obligated to issue for consulting services, shares | 7,237 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | May 15, 2019 | |
HydroHaus Horticulture Inc [Member] | Licensing [Member] | ||
Multiemployer Plan [Line Items] | ||
Loss contingency | $ 130,000 | |
Accrued expense payable | $ 100,000 | |
Common Class A [Member] | Consulting Services [Member] | ||
Multiemployer Plan [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 500,000 | |
Reverse Split [Member] | Common Class A [Member] | Consulting Services [Member] | ||
Multiemployer Plan [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 105,263 | |
Technology and Attendant Intellectual Property Rights [Member] | Common Class A [Member] | ||
Multiemployer Plan [Line Items] | ||
Shares issued as consideration for purchase of asset | 25,000,000 | |
Technology and Attendant Intellectual Property Rights [Member] | Reverse Split [Member] | Common Class A [Member] | ||
Multiemployer Plan [Line Items] | ||
Shares issued as consideration for purchase of asset | 5,263,158 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 12, 2021 | Jul. 28, 2021 | Jun. 24, 2021 | May 31, 2021 |
Subsequent Event [Line Items] | ||||
Share Price | $ 6 | |||
Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 93,938 | |||
Warrants and Rights Outstanding, Term | 3 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.99 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from the IPO, gross | $ 15,639,990 | |||
Proceeds from Issuance Initial Public Offering | 14,388,791 | |||
Commissions | $ 1,251,199 | |||
Subsequent Event [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 93,938 | |||
Warrants and Rights Outstanding, Term | 3 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.99 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of Stock, Description of Transaction | On July 12, 2021, the Company completed its IPO whereby it sold a total of | |||
Sale of Stock, Number of Shares Issued in Transaction | 3,127,998 | |||
Share Price | $ 5 | |||
Number of common issued for conversion | 2,258,826 |