INTANGIBLE ASSET (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2021 |
Sep. 10, 2021 |
|
| Finite-Lived Intangible Assets [Line Items] | ||
| Accrued Liabilities, Current | $ 500,000 | |
| Contingent consideration payable | 753,727 | |
| Secured debt | 500,000 | |
| Intellectual Property [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Purchase price of purchased asset | 14,475,000 | |
| Intellectuals Property [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Purchase price of purchased asset | 225,000 | |
| Asset Purchase Agreement [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Purchase price of purchased asset | $ 1,475,000 | |
| Agreement description | The number of shares of Company’s common stock (rounded up to the nearest whole number), restricted as to resale under Section 4(a)(2) of the Securities Act, equal to the quotient of (i) $5,000,000 divided by (ii) a per share price equal to the average of the volume weighted average price (“VWAP”) of the Company’s common shares for the ten trading days immediately preceding the Due Diligence Deadline (as defined below) (the “Closing Shares”). The Closing Shares, to be due on the Closing Date, which Closing Shares are restricted as to resale and issued under a private placement exempt from registration under Section 4(a) (2) of the Securities Act, are subject to release of restriction and lockup on a quarterly basis over ten quarters commencing on the Closing Date in equal amounts of shares over ten consecutive calendar quarters | |
| Cash payable for agreement | $725,000 in cash payable follows: (a) $225,000 payable on the Effective Date; and (b) $500,000 payable within 120 days after the Effective Date, to reimburse MNG for, without limitation, satisfaction of all the secured debt as listed in Section 2.04 of the Disclosure Schedules to the Agreement (the “Secured Debt”) | |
| Payment agreement description | The number of shares of Company’s common stock (rounded up to the nearest whole number) to be issued in two tranches that equals (i) $8,000,000 divided by (ii) a per share price equal to the VWAP of the Company’s common shares for the ten trading days immediately before the issuance date of those shares (“Post Closing Shares”). $5,000,000 of the Post-Closing Shares will be issued on June 30, 2022, to be held in Escrow. $3,000,000 of the Post-Closing Shares will be issued to MNG on December 31, 2022, to be held in Escrow. | |
| Asset Purchase Agreement [Member] | Manna Nutritional Group L L C [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Finite lived intangible assets | $ 1,477,237 |