Quarterly report pursuant to Section 13 or 15(d)

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES (Details)

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SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES (Details) - USD ($)
Feb. 15, 2023
Dec. 29, 2022
Sep. 12, 2022
Sep. 30, 2023
Dec. 31, 2022
Business Acquisition [Line Items]          
Goodwill       $ 58,081,660 $ 32,836,563
AOS Acquisition [Member]          
Business Acquisition [Line Items]          
Consideration [1]     $ 12,608,560    
Cash and cash equivalents     200,661    
Accounts receivable     153,764    
Prepaid and other assets     167,565    
Inventory     656,448    
PP&E, net     16,622    
Intangibles     17,309    
Right of use asset     85,502    
Total assets acquired     1,297,871    
Accrued liabilities     562,919    
Accounts payable     128,724    
Right of use liability     87,539    
Note payable        
Line of credit        
Total liabilities assumed     779,182    
Net assets acquired     518,689    
Goodwill     12,089,871    
AOS Acquisition [Member] | Customer Relationships [Member]          
Business Acquisition [Line Items]          
Intangibles        
AOS Acquisition [Member] | Trademarks and Trade Names [Member]          
Business Acquisition [Line Items]          
Intangibles        
Skylar Acquisition [Member]          
Business Acquisition [Line Items]          
Consideration [2]   $ 21,417,681      
Cash and cash equivalents   339,679      
Accounts receivable   381,762      
Prepaid and other assets   701,566      
Inventory   2,508,287      
PP&E, net   25,942      
Intangibles   161,693      
Total assets acquired   12,766,929      
Accrued liabilities   540,036      
Accounts payable   2,425,524      
Total liabilities assumed   2,965,560      
Net assets acquired   9,801,369      
Goodwill   11,616,312      
Skylar Acquisition [Member] | Customer Relationships [Member]          
Business Acquisition [Line Items]          
Intangibles [3]   2,091,000      
Skylar Acquisition [Member] | Trademarks and Trade Names [Member]          
Business Acquisition [Line Items]          
Intangibles [4]   $ 6,557,000      
Soylent Acquisition [Member]          
Business Acquisition [Line Items]          
Consideration [5] $ 68,339,812        
Cash and cash equivalents 189,071        
Accounts receivable 5,617,270        
Prepaid and other assets 1,045,431        
Inventory 14,564,431        
PP&E, net [6] 8,568        
Intangibles [7] 24,600,000        
Total assets acquired 46,024,770        
Accrued liabilities 699,364        
Accounts payable 6,561,069        
Line of credit 4,800,000        
Total liabilities assumed 12,060,434        
Net assets acquired 33,964,336        
Goodwill $ 34,375,476        
[1] Consideration consists of the following: $1,821 cash paid to sellers at the acquisition date, $11,654,452 of shares transferred to sellers at the acquisition date, $4,147 of cash to be paid to sellers, $1,990 of cash holdback to be paid to sellers at the end of the holdback period and $946,149 of equity holdback to be paid to sellers at the end of the holdback period, which is 18-month holdback period from the date of the AOS Acquisition.
[2] Consideration consists of the following: $2,039,345 cash paid to sellers at the acquisition date, $13,120,924 of shares transferred to sellers at the acquisition date, $571,428 of shares transferred to pay sellers expenses, $2,314,732 of equity holdback to be paid to sellers at the end of the holdback period and $3,371,252 of contingent shares payable.
[3] Based on the valuation of the Skylar Acquisition, customer relationships, a new intangible asset was identified, and given a fair value of $2,091,000. The customer relationships intangible asset will be amortized over a period of 10 years.
[4] Based on the valuation of the Skylar Acquisition, trade names and trademarks, a new intangible asset was identified, and given a fair value of $6,557,000. The trade names and trademarks intangible asset will be amortized over a period of 16 years.
[5] Consideration consists of the following: $200,000 cash paid for Soylent’s transaction closing costs at the acquisition date, $26,693,143 of shares transferred to sellers at the acquisition date, $2,785,714 of equity holdback to be paid to sellers at the end of the indemnity period, an estimated net working capital adjustment of $1,517,595 and an estimated $37,143,360 of stock payable liability to be paid as part of the $0.35 per share adjustment on the Adjustment Date. The stock payable was assessed under ASC 480 and ASC 815 and determined that classification as a liability was appropriate.
[6] Based on the valuation of the Soylent Acquisition, inventory was marked up to fair value in the amount $2,250,103. All fair value mark up is allocated to finished goods.
[7] Based on the valuation of the Soylent Acquisition, new intangible assets classified as tradenames and trademarks were identified as of Soylent Acquisition date, with a fair value of $19,700,000 and $4,600,000, respectively. The tradenames and trademarks intangible asset will be amortized over a period of 16 years and 10 years, respectively.