Annual report pursuant to Section 13 and 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
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Business Acquisition [Line Items]            
Goodwill       $ 26,689,391 $ 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      
Line of credit          
Total liabilities assumed     779,182      
Net assets acquired     518,689      
Goodwill [2]     $ 12,089,871      
Skylar Acquisition [Member]            
Business Acquisition [Line Items]            
Consideration [3]   $ 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   13,148,929        
Accrued liabilities   540,036        
Accounts payable   2,425,524        
Total liabilities assumed   2,965,560        
Net assets acquired   10,183,369        
Goodwill   11,234,312        
Skylar Acquisition [Member] | Customer Relationships [Member]            
Business Acquisition [Line Items]            
Intangibles [4]   2,215,000        
Skylar Acquisition [Member] | Trademarks and Trade Names [Member]            
Business Acquisition [Line Items]            
Intangibles [5]   $ 6,815,000        
Soylent Acquisition [Member]            
Business Acquisition [Line Items]            
Consideration [6] $ 66,055,323          
Cash and cash equivalents 336,429          
Accounts receivable 5,267,157          
Prepaid and other assets 1,450,129          
Inventory [7] 13,315,983          
PP&E, net 8,568          
Intangibles [8] 24,600,000          
Total assets acquired 44,978,226          
Accrued liabilities 986,038          
Accounts payable 6,114,812          
Total liabilities assumed 11,900,850          
Net assets acquired 33,077,416          
Goodwill [7] 32,977,908          
Line of Credit $ 4,800,000          
[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] See Note 14 – GOODWILL for subsequent impairment of $9,145,000.
[3] 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.
[4] Based on the valuation of the Skylar Acquisition, customer relationships, a new intangible asset was identified, and given a fair value of $2,215,000. The customer relationships intangible asset will be amortized over a period of 16 years.
[5] Based on the valuation of the Skylar Acquisition, trade names and trademarks, a new intangible asset was identified, and given a fair value of $6,815,000. The trade names and trademarks intangible asset will be amortized over a period of 10 years.
[6] Consideration consists of the following: $
[7] Based on the valuation of the Soylent Acquisition, inventory was marked up to fair value in the amount $3,010,592. All fair value markup is allocated to finished goods.
[8] Based on the valuation of the Soylent Acquisition, new intangible assets classified as tradenames and trademarks and customer relationships were identified as of Soylent Acquisition date, with a fair value of $19,900,000 and $4,700,000, respectively. The tradenames and customer relationship intangible asset will be amortized over a period of 15 years and 7 years, respectively.