Cover
Cover | 3 Months Ended |
Mar. 31, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2023 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2023 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-26361 |
Entity Registrant Name | GLOBAL DIGITAL SOLUTIONS, INC. |
Entity Central Index Key | 0001011662 |
Entity Tax Identification Number | 22-3392051 |
Entity Incorporation, State or Country Code | NJ |
Entity Address, Address Line One | 777 South Flagler Drive |
Entity Address, Address Line Two | Suite 800 West Tower |
Entity Address, City or Town | West Palm Beach |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33401 |
City Area Code | (561) |
Local Phone Number | 515-6163 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 901,502,280 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 1,585 | $ 1,043 |
Total current assets | 1,585 | 1,043 |
Total assets | 1,585 | 1,043 |
Current liabilities | ||
Accounts payable | 363,403 | 363,402 |
Accrued expenses | 1,993,038 | 2,028,801 |
Due to Officer (Note 9) | 3,281 | 3,281 |
Due to related entity, (Note 9) | 8,198 | 50,233 |
Financed insurance policy | 11,187 | 11,187 |
Derivative Liability | 2,019,000 | 3,421,000 |
Warrant Liability | 748,000 | 1,599,000 |
Convertible notes payable, net of discount of $291,584, and $246,470 respectively | 3,460,050 | 3,992,396 |
Notes Payable | 4,607,125 | 4,607,125 |
Total Current Liabilities | 13,213,282 | 16,076,425 |
Stockholders deficit | ||
Preferred stock, $0.001 par value, 35,000,000 shares authorized, 1,000,000 shares issued and outstanding at March 31, 2023 and 2022, respectively | 1,000 | 1,000 |
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 901,502,280 outstanding at September 30, 2022, and 800,543,896 outstanding at December 31, 2022 | 901,502 | 800,544 |
Additional paid-in capital | 40,406,740 | 38,233,710 |
Accumulated deficit | (54,520,939) | (55,110,636) |
Total stockholders deficit | (13,211,697) | (16,075,382) |
Total liabilities and stockholders deficit | $ 1,585 | $ 1,043 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Discount | $ 291,584 | $ 246,470 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 35,000,000 | 35,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 901,502,280 | 800,543,896 |
Common stock, shares outstanding | 901,502,280 | 800,543,896 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
Selling, general and administrative expenses | 161,534 | 280,351 |
Total operating expenses | 161,534 | 280,351 |
(Loss) from operations | (161,534) | (280,351) |
Other expense (income) | ||
Change in fair value of derivative liability | (1,136,000) | 45,000 |
Change in fair value of warrant liability | (851,000) | (178,500) |
Loss on conversion of notes payable | 753,406 | 85,241 |
Amortization of original issue discount | 216,386 | 482,234 |
Interest expense | 265,977 | 215,757 |
Total other expense (income) | 751,231 | 649,732 |
Net (Loss) Income | $ 589,697 | $ (930,083) |
Net Loss per common share, basic | $ 0 | $ 0 |
Weighted average common shares outstanding, basic | 729,067,488 | 648,640,637 |
Weighted average common shares outstanding, basic | 1,062,623,257 |
CONDENSED Consolidated STATEM_2
CONDENSED Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Shares Payable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 737,264 | $ 1,000 | $ 37,370,384 | $ 180,000 | $ (49,349,575) | $ (11,060,927) |
Ending balance, shares at Dec. 31, 2021 | 737,263,858 | 1,000,000 | ||||
Shares Issued for conversion of debt | $ 58,280 | 568,326 | 626,606 | |||
Shares Issued for conversion of debt, shares | 58,280,038 | |||||
Shares Issued for issuance of debt | ||||||
Shares issued for services | $ 5,000 | 175,000 | (180,000) | |||
Shares issued for services, shares | 5,000,000 | |||||
Reduction in derivative liability | 120,000 | 120,000 | ||||
Warrant exercise | ||||||
Net Loss | (5,761,061) | (5,761,061) | ||||
Ending balance, value at Dec. 31, 2022 | $ 800,544 | $ 1,000 | 38,233,710 | (55,110,636) | (16,075,382) | |
Ending balance, shares at Dec. 31, 2022 | 800,543,896 | 1,000,000 | ||||
Shares Issued for conversion of debt | $ 100,958 | 1,662,030 | 1,762,988 | |||
Shares Issued for conversion of debt, shares | 100,958,182 | |||||
Reduction in derivative liability | 511,000 | 511,000 | ||||
Net Loss | 589,697 | 589,697 | ||||
Ending balance, value at Mar. 31, 2023 | $ 901,502 | $ 1,000 | $ 40,406,740 | $ (54,520,939) | $ (13,211,697) | |
Ending balance, shares at Mar. 31, 2023 | 901,502,078 | 1,000,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ 589,697 | $ (930,083) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of debt discount | 216,386 | 482,234 |
Change in fair value of derivative liability | (1,136,000) | 45,000 |
Change in fair value of warrant liability | (851,000) | (178,500) |
Consulting fees added to note payable principal | 137,000 | |
Conversion fees for notes payable | 11,250 | |
Extension fees added to principal balance | 129,644 | |
Gain on conversion of notes payable | 753,406 | 85,241 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 22,500 | |
Due from related entity | 42,473 | |
Accounts payable | 1,367 | |
Accrued expenses | 106,694 | 219,714 |
Due to officer | (46,719) | |
Net cash (used in) operating activities | (179,923) | (119,773) |
Cash flows from (used in) investing activities: | ||
Advances to Related Party | 219,928 | |
Net cash (used in) financing activities | 219,928 | |
Cash flows from financing activities: | ||
Advances from related party | (261,963) | |
Proceeds from convertible notes payable | 222,500 | 100,000 |
Payments of convertible notes payable | (75,488) | |
Net cash (used in) provided by financing activities | (39,463) | 24,512 |
Net increase (decrease) in cash | 542 | (95,261) |
Cash at beginning of period | 1,043 | 98,800 |
Cash at end of period | 1,585 | 3,539 |
Non-Cash Items | ||
Convertible notes and interest paid by officer | ||
Convertible debt settled through issuance of common shares | 1,009,582 | |
Debt discount from derivative on convertible notes payable | (245,000) | 3,750 |
Reclass of derivative liability to equity upon repayment/conversions | ||
Reduction in derivative liability from payments on convertible notes payable | (511,000) | |
Discount on convertible notes payable | ||
Debit discount for issuance of warrants with convertible note | ||
Conversion of Convertible notes payable | (1,009,582) | |
Cashless exercise of warrants | ||
Settlement of derivative liability to APIC | ||
Convertible debt settled through issuance of common shares | 421,182 | |
Shares of common stock issued in relation to debt | ||
Shares issued for accounts payable | ||
Reduction in accrued compensation and due to officer | ||
Additional Paid in Capital from payoff of convertible notes payable |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS The Company was incorporated in New Jersey as Creative Beauty Supply, Inc. (Creative) in August 1995. In March 2004, Creative acquired Global Digital Solutions, Inc., a Delaware corporation (Global). The merger was treated as a recapitalization of Global, and Creative changed its name to Global Digital Solutions, Inc. (the Company, we), Global provided structured cabling design, installation and maintenance for leading information technology companies, federal, state, and local government, major businesses, educational institutions, and telecommunication companies. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained losses and experienced negative cash flows from operations since inception, and for the three months had net income of approximately $ 590,000 1,136,000 851,000 75,300 216,000 266,000 179,923 54,520,000 13,212,000 The Company needs to raise additional funds immediately and continue to raise funds until they begin to generate sufficient cash from operations and may not be able to obtain the necessary financing on acceptable terms, or at all. The Company will continue to require substantial funds to continue development of its core business. Managements plans in order to meet the operating cash flow requirements include financing activities such as private placements of common stock, and issuances of debt and convertible debt instruments, and the establishment of strategic relationships which management expects will lead to the generation of additional revenue or acquisition opportunities. While Management believes that the Company will be successful in obtaining the necessary financing to fund operations, there are no assurances that such additional funding will be achieved or that they will succeed in future operations. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue acquisitions and raise the funds necessary to complete such acquisitions. The outcome of these matters cannot be predicted at this time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial information as of and for the three months ended March 31, 2023, and 2022 has been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our Annual Report on Form 10-K that includes the audited financial statements for the year ended December 31, 2022, as filed with the SEC on April 20, 2022. The condensed consolidated balance sheet at December 31, 2022, has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, NACSV, GDSI Florida, LLC, Global Digital Solutions, LLC, and Harm Alarm. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the derivative liability valuation, deferred tax asset and valuation allowance, and assumptions used in Black-Scholes-Merton, or BSM, or other valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at March 31, 2023, and December 31, 2022. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits. As of March 31, 2023, the bank balance is not over the federally insured limit. As of March 31, 2023 and December 31, 2022, we had no Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities ● Level 2 – 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, or other inputs that are observable, either directly or indirectly ● Level 3 – Significant unobservable inputs that cannot be corroborated by market data. Derivative Financial Instruments We account for conversion options embedded in convertible notes payable in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 815, Derivatives and Hedging Embedded Derivatives Derivative Liabilities Derivatives and Hedging – Contracts in Entitys own Equity Change in fair value of derivative liability Earnings (Loss) Per Share (EPS) Basic EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Securities excluded from the diluted per share calculation Three Months Ended March 31, 2023 2022 Convertible notes and accrued interest 453,945,414 406,572,394 Preferred Stock 296,201,242 255,284,000 Stock options 13,650,002 13,650,002 Warrants 78,346,875 56,096,875 Potentially dilutive securities 847,937,711 731,603,271 Stock Based Compensation In accordance with ASC 718, Compensation – Stock Compensation the Company measures the cost of employee services received in exchange for share-based compensation measured at the grant date fair value of the award. The Companys accounting policy for equity instruments issued to advisors, consultants, and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 . Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for Accounting for Derivative Instruments and Hedging Activities. Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. accounting standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (OID) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Convertible Securities Based upon ASC 815-15, we have adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. We will evaluate our contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to our inability to demonstrate we have sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first. Recent Accounting Pronouncements Management is evaluating the new accounting pronouncements but does not expect them to have material impact on our financial position or results of operations. Managements Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of March 31, 2023, through the date which the financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 3 – ACCRUED EXPENSES As of March 31, 2023, and December 31, 2022, accrued expenses consist of the following amounts: Schedule of accrued expenses March 31, December 31, Accrued compensation to executive officers $ 128,334 141,997 Accrued professional fees and settlements 55,163 73,890 Accrued interest 1,809,541 1,812,914 Total accrued expenses $ 1,993,038 $ 2,028,801 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS We had no Level 1 or Level 2 assets and liabilities at March 31, 2023, and December 31, 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the periods ended March 31, 2023, and December 31, 2022: Schedule of fair value derivative liabilities March 31, December 31, Derivative liability: Balance at beginning of period $ 3,421,000 $ 809,000 Additions 245,000 641,500 Settlements (511,000 ) (120,000 ) Change in fair value (1,136,000 ) 2,090,500 Balance at end of year $ 2,019,000 $ 3,421,000 Schedule of fair value derivative liabilities March 31, December 31, Warrant liability: Balance at beginning of period $ 1,599,000 $ 606,000 Additions - - Change in fair value (851,000 ) (933,000 ) Balance at end of year $ 748,000 $ 1,599,000 Embedded Derivative Liabilities of Convertible Notes At March 31, 2023, the fair value of the bifurcated embedded derivative liabilities of convertible notes was estimated using the following weighted-average inputs: the price of the Companys common stock of $ 0.05 4.5% 5.0% 173.74% 185.90% 0% 0% |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTE PAYABLE During August 2017, Dragon Acquisitions, a related entity owned by William Delgado, and an individual lender entered into a promissory note agreement for $ 20,000 2,000 22,000 December 31, 2022 20,000 On December 22, 2017, the Company entered into a financing agreement with Parabellum, an accredited investor, for $1.2 million, which was then amended in 2020 and increased to $ 2,550,000 2,550,000 On December 23, 2017 (the Effective Date) the Company entered into a $ 485,000 7% The Company shall make mandatory prepayment in the following amounts and at the following times – ● $1,000 on the Effective Date. ● $50,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion to dismiss. ● $50,000 on the date on which discovery closes with respect to the lawsuit. ● $100,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion for summary judgement on the claims. Under the terms of the Vox note consulting agreement (see Note 6), any unpaid consulting fees subsequent to December 2017 causes a default on the note with unpaid consulting fees to be added to the principal of the note. As of March 31, 2023, and December 31, 2022. and through the date of this report, the principal balance totaling $ 861,500 290,813 On December 26, 2017 (the Effective Date), the Company entered into a $ 485,000 7% ● $1,000 on the Effective Date. ● $50,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion to dismiss. ● $50,000 on the date on which discovery closes with respect to the lawsuit. ● $100,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion for summary judgement on the claims. Under the terms of the RLT note consulting agreement (see Note 6), any unpaid consulting fees subsequent to December 2017 causes a default on the note with unpaid consulting fees to be added to the principal of the note. as of March 31, 2023, and December 31, 2022, and through the date of this report the principal balance totaling $ 861,500 290,513 . Through the date of this report, monthly consulting fees have not been repaid and were added to the principal balance of the note. The note remains in default. However, RLT has voluntarily refrained from making demand prior to the resolution funding date. RLT was granted a first priority security interest in the litigation proceeds and is pari passu to Parabellum and Vox. To that end, they share in the litigation in a priority position to proceed to repay the note. During April 2018, the Company entered into a two-month $ 36,000 5,000 11,000 During May 2018, the Company entered into an Investment Return Purchase Agreement with an accredited investor (the Purchaser) for proceeds of $200,000 (the Investment Agreement). Under the terms of the Investment Agreement, the Company agreed to pay the Purchaser the $200,000 proceeds plus a 10% return, or $20,000 (the Investment Return) within three (3) months from the date of the Investment Agreement. Such Investment Return shall be paid earlier if the Company secures funding totaling $500,000 within 90 days from the date of the Investment Agreement. The lender has extended the maturity date to December 31, 2021. In addition, the Company agreed to issue to the Purchaser 2,000,000 warrants to purchase common stock of the Company at an exercise price of $0.01 per share, exercisable for a period of three (3) years. As of March 31, 2023, and December 31, 2022, and through the date of this report, the $200,000 principal and $20,000 Investment Return remained outstanding. The note is past the maturity date and has not been repaid through the date the financial statements were issued. On May 12, 2020, the Company obtained a Paycheck Protection Program (PPP) loan in the amount of $ 103,125 1% The Company has requested debt forgiveness from the SBA. As of March 31, 2023, and December 31, 2022, and through the date of this report the SBA has not responded to the request and NNVA has waived the monthly payment. Convertible Notes Payable During January 2015, the Company entered into a one-year $ 78,750 8% 17,044 During January 2015, the Company entered into a two-year convertible note payable for up to $ 250,000 10% 10,564 On April 7, 2020, the Company entered into a convertible promissory note arrangement with Auctus Fund, LLC in the principal amount of $ 197,000 12% February 7, 2021 197,000 70,920 On February 25, 2021, the Company and Leonite Capital LLC entered into a securities purchase agreement for a prime rate plus 8% 2,285,714 On March 1, 2021, the Company received the first tranche of $1,000,000 from Leonite Capital. In connection with the note, the Company issued 20,000,000 warrants, exercisable at $0.10, with a 10-year term and contain full-ratchet anti-dilution protection provisions, with a fair value of $507,000. The Company also issued 4,000,000 shares of common stock as commitment shares to the noteholder, with a fair value of $204,000. The warrants and the commitment shares resulted in a debt discount of $1,000,000, which will be amortized using the effective interest method over the life of the convertible note, and the excess of $101,000 recognized as interest expense at issuance. The warrants were evaluated to be classified as a liability, as based on the various convertible notes outstanding with variable conversion rates it cannot be determined if there are sufficient authorized shares available during the contract period. On June 14, 2022, Leonite Capital converted $ 204,080 .01 20,408,015 On February 8, 2023 Leonite Capital converted $87,754 of principal, and $14,246 of interest and fees at a conversion price of $.01 for 10,000,000 shs of common stock. On February 21, 2023 Leonite Capital converted $105,076 of principal, and $44,924 of interest and fees at a conversion price of $.01 for 15,000,000 shs of common stock. On March 1, 2023 Leonite Capital converted $193,184 of principal, and interest $6,816 of $ principal and fees at a conversion price of $.01 for 20,000,000 shs of common stock. On March 17, 2023 Leonite Capital converted $190,637 of principal, and interest and fees of $9,363 at a conversion price of $.01 for 20,000,000 shs of common stock. On January 4, 2023, the Company and Leonite Capital, LLC. entered into a security purchase agreement for a 8% 41,667 On March 25, 2021, the Company and GS Capital Partners LLC entered into a securities purchase agreement for a prime rate plus 8% 2,285,714 On April 1, 2021, the Company received the first tranche of $1,142,857 from GS Capital, LLC. In connection with the note, the Company issued 20,000,000 warrants, exercisable at $0.10, with a 10-year term and contain full-ratchet anti-dilution protection provisions, with a fair value of $507,000. The Company also issued 4,000,000 shares of common stock as commitment shares to the noteholder, with a fair value of $204,000. The warrants and the commitment shares resulted in a debt discount of $1,000,000, which will be amortized using the effective interest method over the life of the convertible note, and the excess of $101,000 recognized as interest expense at issuance. The warrants were evaluated to be classified as a liability, as based on the various convertible notes outstanding with variable conversion rates it cannot be determined if there are sufficient authorized shares available during the contract period. The Company received the second tranche as follows; May 24, 2021, $796,000, July 15, 2021, $90,000, and July 21, 2021, $208,500. On April 21, 2022, GS Capital, LLC converted $ 31,229 .01 3,122,914 On February 7, 2023 GS Capital Partners, LLC. converted $ 53,475 13,886 .01 6,736,045 On February 23, 2023 GS Capital Partners, LLC. converted $ 65,000 17,278 .01 8,277,753 On March 7, 2023 GS Capital Partners, LLC. converted $ 80,000 21,633 .01 10,163,288 On March 17, 2023 GS Capital Partners, LLC. converted $ 85,000 23,311 .01 10,831,096 On August 18, 2022, the Company and GS Capital Partners LLC entered into a securities purchase agreement for a 10% convertible note in the aggregate principal of $172,000. A lump- sum interest payment for twelve (12) months shall be immediately due on the Issue date and shall be added to the principal balance and payable on the maturity date August 18, 2023. Principal payments shall be made in nine (9) installments each in the amount of $21,022.22 commencing on the one hundred twentieth(120 th On June 7, 2021, the Company and Geneva Roth Remark Holdings, Inc., entered into a security purchase agreement (SPA) for an 8% 251,625 June 7, 2022 22,875 20,130 On December 10, 2021, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8% 128,750 December 10, 2022 On February 3, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8% 103,750 February 3, 2023 On March 25, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 12% 258,638 March 25, 2023 On June 14, 2022, the Company and 1800 Diagonal Lending LLC, f/k/a Sixth Street Lending LLC entered into a security purchase agreement for a 8% 128,750 June 14, 2023 On November 7, 2022, the Company and Gary Shover entered into a security purchase agreement for a 12% 75,000 May 7, 2023 75,000 3,750 On December 14, 2022 , the Company and Ronal Minor entered into a security purchase agreement for a 12% Convertible Note in the aggregate principal of $25,000 due on June 14, 2023. The note is convertible into shares of common stock of the Company at a fixed conversion price of $0.139 per share. The investor shall also receive warrants to purchase 500,000 common shares at $0.139 per share As of March 31, 2023, and December 31, 2022, and through the date of this report, the principal balance totaling $25,000 and interest of $750 is outstanding. On February 6, 2023 the Company and Fourth Man, LLC entered into a Securities purchase agreement for 12% 165,000 16,500 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Consulting agreements The Company entered into two consulting agreements (see Note 5) in May 2016, for services to be provided in connection towards the resolution of the Rontan lawsuit (below). The consulting agreements includes a monthly retainer payment of $10,000 to each consultant. The agreement also includes consideration of 5,000,000 shares of restricted common stock of the Company, plus a 5% cash consideration of the Resolution Progress Funding, (defined as upon the retention of legal counsel and receipt of funding for the litigation), as of the Resolution Progress Funding date and 10,000,000 shares of restricted common stock of the Company and a 5% cash consideration of the Resolution Funding amount (defined as a settlement or judgement in favor of the Company by Rotan), at the Resolution Funding date. The Resolution Progress funding was met on December 22, 2017. Share Purchase and Sale Agreement for Acquisition of Grupo Rontan Electro Metalurgica, S.A. Effective October 13, 2015, the Company (as Purchaser) entered into the SPSA dated October 8, 2015 with Joao Alberto Bolzan and Jose Carlos Bolzan, both Brazilian residents (collectively, the Sellers) and Grupo Rontan Electro Metalurgica, S.A., a limited liability company duly organized and existing under the laws of Federative Republic of Brazil (Rontan) (collectively, the Parties), pursuant to which the Sellers agreed to sell 100% of the issued and outstanding shares of Rontan to the Purchaser on the closing date. The purchase price shall consist of a cash amount, a stock amount and an earn-out amount as follows: (i) Brazilian Real (R) $100 million (approximately US$26 million) to be paid by the Purchaser in equal monthly installments over a period of forty eight (48) months following the closing date; (ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchasers common stock, valued at US$1.00 per share; and (iii) an earn-out payable within ten business days following receipt by the Purchaser of Rontans audited financial statements for the 12-months ended December 31, 2017, 2018 and 2019. The earn-out shall be equal to the product of (i) Rontans earnings before interest, taxes, depreciation and amortization (EBITDA) for the last 12 months, and (ii) twenty percent and is contingent upon Rontans EBITDA results for any earn-out period being at least 125% of Rontans EBITDA for the 12-months ended December 31, 2015. It is the intention of the parties that the stock amount will be used by Rontan to repay institutional debt outstanding as of the closing date. Under the terms of a Finders Fees Agreement dated April 14, 2014, we have agreed to pay RLT Consulting Inc., a related party, a fee of 2% (two percent) of the Transaction Value, as defined in the agreement, of Rontan upon closing. The fee is payable one-half in cash and one-half in shares of our common stock. Specific conditions to closing consist of: a) Purchasers receipt of written limited assurance of an unqualified opinion with respect to Rontans audited financial statements for the years ended December 31 2013 and 2014 (the Opinion); b) The commitment of sufficient investment by General American Capital Partners LLC (the Institutional Investor), in the Purchaser following receipt of the Opinion; c) The accuracy of each Parties representations and warranties contained in the SPSA; d) The continued operation of Rontans business in the ordinary course; e) The maintenance of all of Rontans bank credit lines in the maximum amount of R$200 million (approximately US$52 million) under the same terms and conditions originally agreed with any such financial institutions, and the maintenance of all other types of funding arrangements. As of the date of the SPSA, Rontans financial institution debt consists of not more than R$200 million (approximately US$52 million), trade debt of not more than R$50 million (approximately US$13 million) and other fiscal contingencies of not more that R$95 million (approximately US$24.7 million); f) Rontan shall enter into employment or consulting service agreements with key employees and advisors identified by the Purchaser, including Rontans Chief Executive Officer; and g) The Sellers continued guarantee of Rontans bank debt for a period of 90 days following issuance of the Opinion, among other items. The Institutional Investor has committed to invest sufficient capital to facilitate the transaction, subject to receipt of the Opinion, as well as the ability to acquire 100% of the outstanding stock of Rontan at a price of $200 million BR, and the Company can acquire 100% of all real estate held by Rontan. Subject to satisfaction or waiver of the conditions precedent provided for in the SPSA, the closing date of the transaction shall take place within 10 business days from the date of issuance of the Opinion. Rontan is engaged in the manufacture and distribution of specialty vehicles and acoustic/visual signaling equipment for the industrial and automotive markets. Subsequent to December 31, 2015, on April 1, 2016, we believed that we had satisfied or otherwise waived the conditions to closing (as disclosed under the SPSA, the closing was subject to specific conditions to closing, which were waivable by us,) and advised the Sellers of our intention to close the SPSA and demanded delivery of the Rontan Securities. The Sellers, however, notified us that they intend to terminate the SPSA. We believe that the Sellers had no right to terminate the SPSA and that notice of termination by the Sellers was not permitted under the terms of the SPSA. On January 31, 2018, we announced that we initiated a lawsuit for damages against Grupo Rontan Metalurgica, S. A, (Rontan) and that companys controlling shareholders, Joao Alberto Bolzan and Jose Carlos Bolzan. The action has been filed in the United States District Court for the Southern District of Florida. The complaint alleges that Rontan is wholly-owned by Joao Bolzan and Jose Bolzan. In the complaint, we further allege that Rontan and its shareholders improperly terminated a Share Purchase and Sale Agreement (the SPA) by which we were to acquire whole ownership of Rontan. On February 5, 2018, United States District Court Southern District of Florida filed a Pretrial Scheduling Order and Order Referring Case to Mediation dated February 5, 2018 for the Companys lawsuit against Grupo Rontan Electro Metalurgica, S.A., et al. The Case No. is 18-80106-Civ-Middlebrooks/Brannon. The court has issued a schedule outlining various documents and responses that are to be delivered by the parties as part of the discovery plan. On April 25, 2018, the Note of Filing Proposed Summons was completed by the Company. On April 26, 2018, a summons was issued to Grupo Rontan Electro Metalurgica, S.A. Also, on May 15, 2018, the Company filed a motion for Issuance of Letters Rogatory. On or about January 31, 2019, Defendants filed a Motion to Dismiss for Failure to State a Claim for failure to fulfill conditions precedent in the consummation of the contract in question. Defendants filed a Motion to Dismiss challenging jurisdiction, venue, and forum nonconvenes forum nonconvenes |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS EQUITY Stock Incentive Plans 2014 Global Digital Solutions Equity Incentive Plan On May 9, 2014, our shareholders approved the 2014 Global Digital Solutions Equity Incentive Plan (Plan) and reserved 20,000,000 In accordance with the ACS 718, Compensation – Stock Compensation Awards Issued Under Stock Incentive Plans As of March 31, 2023, and December 31, 2022, we have outstanding 13,650,002 0.60 3.6 During the three-month period ended March 31, 2023 and the year ended December 31, 2022, we did not recognize any stock-based compensation cost related to the outstanding stock options. The intrinsic value of options outstanding as of March 31, 2023, and December 31, 2022, was $ 0 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company provides for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against their net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, they have not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company has reviewed all income tax positions taken or that are expected to be taken for all open years and determined that their income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2011 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. The Companys policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction and the various states in which they operate. The former members of NACSV are required to file separate federal and state tax returns for NACSV for the periods prior to our acquisition of NACSV. The Company files consolidated tax returns for subsequent periods. The Company has not filed their U.S. federal and certain state tax returns since 2014 and currently do not have any examinations ongoing. Tax returns for the years 2012 onwards are subject to federal, state or local examinations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Due to officer The Due to officer is due on demand, does not bear interest and is unsecured. On June 14, 2022, the CEO William J Delgado Paid a convertible note payment in the amount of $27,175 $75,218 $11,957 $3,281 Due to Related Party During the three months ended March 31, 2023 the Company advanced Eco-Growth Strategies, Inc. a related entity $42,035 $8,198 Accrued Compensation As of March 31, 2023., and December 31, 2022, we had a receivable of $23,521 $21,630 $128,334 $120,834 Schedule of accrued compensation William Jerome Total Delgado Gomolski Balance December 31, 2022 $ 141,997 $ 21,163 $ 120,834 1-Q 2023 Salary 75,000 60,000 15,000 Payments, (112,184 ) (81,163 ) (7,500 ) Balance March 31, 2023 $ 128,334 $ (23,521 ) $ 128,334 Accounts Payable Schedule of accounts payable March 31, December 31, 2023 2022 RLT Consulting $ 21,591 $ 21,591 Jerry Gomolski 25,000 25,000 Charter 804CS 20,099 20,099 Gary Gray 12,000 12,000 $ 78,690 $ 78,690 During August 2017, Dragon Acquisitions, an entity owned by William Delgado, a related party, and an individual lender entered into a Promissory Note agreement for $20,000 $2,000 August 31, 2018 $22,000 December 31, 2021 22,000 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10 – SUBSEQUENT EVENT On April 18, 2023, Leonite Capital converted $139,901 of principal, and $10,198 of interest and fees at a conversion price of $.01 for 15,000,000 shs of common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial information as of and for the three months ended March 31, 2023, and 2022 has been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our Annual Report on Form 10-K that includes the audited financial statements for the year ended December 31, 2022, as filed with the SEC on April 20, 2022. The condensed consolidated balance sheet at December 31, 2022, has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, NACSV, GDSI Florida, LLC, Global Digital Solutions, LLC, and Harm Alarm. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the derivative liability valuation, deferred tax asset and valuation allowance, and assumptions used in Black-Scholes-Merton, or BSM, or other valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Income Taxes | Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at March 31, 2023, and December 31, 2022. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits. As of March 31, 2023, the bank balance is not over the federally insured limit. As of March 31, 2023 and December 31, 2022, we had no |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities ● Level 2 – 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, or other inputs that are observable, either directly or indirectly ● Level 3 – Significant unobservable inputs that cannot be corroborated by market data. |
Derivative Financial Instruments | Derivative Financial Instruments We account for conversion options embedded in convertible notes payable in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 815, Derivatives and Hedging Embedded Derivatives Derivative Liabilities Derivatives and Hedging – Contracts in Entitys own Equity Change in fair value of derivative liability |
Earnings (Loss) Per Share (“EPS”) | Earnings (Loss) Per Share (EPS) Basic EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Securities excluded from the diluted per share calculation Three Months Ended March 31, 2023 2022 Convertible notes and accrued interest 453,945,414 406,572,394 Preferred Stock 296,201,242 255,284,000 Stock options 13,650,002 13,650,002 Warrants 78,346,875 56,096,875 Potentially dilutive securities 847,937,711 731,603,271 |
Stock Based Compensation | Stock Based Compensation In accordance with ASC 718, Compensation – Stock Compensation the Company measures the cost of employee services received in exchange for share-based compensation measured at the grant date fair value of the award. The Companys accounting policy for equity instruments issued to advisors, consultants, and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 . |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for Accounting for Derivative Instruments and Hedging Activities. Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. accounting standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (OID) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Convertible Securities | Convertible Securities Based upon ASC 815-15, we have adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. We will evaluate our contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to our inability to demonstrate we have sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management is evaluating the new accounting pronouncements but does not expect them to have material impact on our financial position or results of operations. |
Management’s Evaluation of Subsequent Events | Managements Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of March 31, 2023, through the date which the financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Securities excluded from the diluted per share calculation | Securities excluded from the diluted per share calculation Three Months Ended March 31, 2023 2022 Convertible notes and accrued interest 453,945,414 406,572,394 Preferred Stock 296,201,242 255,284,000 Stock options 13,650,002 13,650,002 Warrants 78,346,875 56,096,875 Potentially dilutive securities 847,937,711 731,603,271 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses March 31, December 31, Accrued compensation to executive officers $ 128,334 141,997 Accrued professional fees and settlements 55,163 73,890 Accrued interest 1,809,541 1,812,914 Total accrued expenses $ 1,993,038 $ 2,028,801 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value derivative liabilities | Schedule of fair value derivative liabilities March 31, December 31, Derivative liability: Balance at beginning of period $ 3,421,000 $ 809,000 Additions 245,000 641,500 Settlements (511,000 ) (120,000 ) Change in fair value (1,136,000 ) 2,090,500 Balance at end of year $ 2,019,000 $ 3,421,000 |
Schedule of fair value derivative liabilities | Schedule of fair value derivative liabilities March 31, December 31, Warrant liability: Balance at beginning of period $ 1,599,000 $ 606,000 Additions - - Change in fair value (851,000 ) (933,000 ) Balance at end of year $ 748,000 $ 1,599,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of accrued compensation | Schedule of accrued compensation William Jerome Total Delgado Gomolski Balance December 31, 2022 $ 141,997 $ 21,163 $ 120,834 1-Q 2023 Salary 75,000 60,000 15,000 Payments, (112,184 ) (81,163 ) (7,500 ) Balance March 31, 2023 $ 128,334 $ (23,521 ) $ 128,334 |
Schedule of accounts payable | Schedule of accounts payable March 31, December 31, 2023 2022 RLT Consulting $ 21,591 $ 21,591 Jerry Gomolski 25,000 25,000 Charter 804CS 20,099 20,099 Gary Gray 12,000 12,000 $ 78,690 $ 78,690 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Loss | $ 590,000 | |
Change in fair value of derivative liability | 1,136,000 | |
Warrant Liability | 851,000 | |
Gain on conversion of notes payable | 75,300 | |
Amortization of original issue discount | 216,000 | |
Interest expense | 266,000 | |
Net cash used in operating activities | 179,923 | $ 119,773 |
Accumulated deficit | 54,520,000 | |
Working capital deficit | $ 13,212,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 847,937,711 | 731,603,271 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 453,945,414 | 406,572,394 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 296,201,242 | 255,284,000 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 13,650,002 | 13,650,002 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 78,346,875 | 56,096,875 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation to executive officers | $ 128,334 | $ 141,997 |
Accrued professional fees and settlements | 55,163 | 73,890 |
Accrued interest | 1,809,541 | 1,812,914 |
Total accrued expenses | $ 1,993,038 | $ 2,028,801 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of period | $ 3,421,000 | $ 809,000 |
Additions | 245,000 | 641,500 |
Settlements | (511,000) | (120,000) |
Change in fair value | (1,136,000) | 2,090,500 |
Balance at end of period | $ 2,019,000 | $ 3,421,000 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of period | $ 1,599,000 | $ 606,000 |
Additions | ||
Change in fair value | (851,000) | (933,000) |
Balance at end of period | $ 748,000 | $ 1,599,000 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share Price | $ 0.05 | |
Dividend Rate | 0% | 0% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Interest Rate | 4.50% | |
Expected Volatility Rate | 173.74% | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Interest Rate | 5% | |
Expected Volatility Rate | 185.90% |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||||||||||||||||||
Mar. 07, 2023 | Feb. 07, 2023 | Feb. 06, 2023 | Jan. 04, 2023 | Nov. 07, 2022 | Jun. 14, 2022 | Feb. 03, 2022 | Dec. 10, 2021 | Jun. 07, 2021 | May 12, 2020 | Apr. 07, 2020 | Mar. 17, 2023 | Feb. 23, 2023 | Apr. 21, 2022 | Mar. 25, 2022 | Mar. 25, 2021 | Feb. 25, 2021 | Aug. 31, 2018 | Dec. 26, 2017 | Dec. 23, 2017 | Aug. 31, 2017 | Aug. 31, 2017 | Jan. 31, 2015 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2018 | Dec. 22, 2017 | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Accrued interest | $ 1,809,541 | $ 1,812,914 | |||||||||||||||||||||||||
Leonite Capital LLC [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 41,667 | ||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||
PPP [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 103,125 | ||||||||||||||||||||||||||
Interest rate | 1% | ||||||||||||||||||||||||||
William Delgado [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 20,000 | $ 20,000 | |||||||||||||||||||||||||
Accrued interest | $ 2,000 | $ 2,000 | |||||||||||||||||||||||||
Notes payable | $ 22,000 | 20,000 | 20,000 | ||||||||||||||||||||||||
Maturity date | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 31, 2018 | ||||||||||||||||||||||||
Parabellum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 2,550,000 | ||||||||||||||||||||||||||
Notes payable | 2,550,000 | 2,550,000 | |||||||||||||||||||||||||
Vox [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 485,000 | ||||||||||||||||||||||||||
Notes payable | 861,500 | 290,813 | |||||||||||||||||||||||||
Interest rate | 7% | ||||||||||||||||||||||||||
:RLT [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 485,000 | ||||||||||||||||||||||||||
Notes payable | 861,500 | 290,513 | |||||||||||||||||||||||||
Interest rate | 7% | ||||||||||||||||||||||||||
Third Party Vendor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Notes payable | 11,000 | 11,000 | $ 36,000 | ||||||||||||||||||||||||
Original issue discount | $ 5,000 | ||||||||||||||||||||||||||
LG Capital Funding [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 78,750 | ||||||||||||||||||||||||||
Accrued interest | 17,044 | 17,044 | |||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||
JMJ Financial [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||||||||||||
Accrued interest | 10,564 | 10,564 | |||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||
Auctus Fund [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 197,000 | 197,000 | 197,000 | ||||||||||||||||||||||||
Accrued interest | 70,920 | 70,920 | |||||||||||||||||||||||||
Maturity date | Feb. 07, 2021 | ||||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||||
Leonite Capital LLC [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 2,285,714 | ||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||
Leonite Capital [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 204,080 | ||||||||||||||||||||||||||
Conversion price | $ 0.01 | ||||||||||||||||||||||||||
Conversion of stock | 20,408,015 | ||||||||||||||||||||||||||
GS Capital Partners [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 80,000 | $ 53,475 | $ 85,000 | $ 65,000 | $ 31,229 | $ 2,285,714 | |||||||||||||||||||||
Accrued interest | $ 21,633 | $ 13,886 | $ 23,311 | $ 17,278 | |||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||
Conversion price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Conversion of stock | 10,163,288 | 6,736,045 | 10,831,096 | 8,277,753 | 3,122,914 | ||||||||||||||||||||||
Geneva Roth Remark Holdings [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 251,625 | ||||||||||||||||||||||||||
Accrued interest | $ 20,130 | ||||||||||||||||||||||||||
Maturity date | Jun. 07, 2022 | ||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||
Original issue discount | $ 22,875 | ||||||||||||||||||||||||||
Sixth Street Lending [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 128,750 | $ 103,750 | $ 128,750 | $ 258,638 | |||||||||||||||||||||||
Maturity date | Jun. 14, 2023 | Feb. 03, 2023 | Dec. 10, 2022 | Mar. 25, 2023 | |||||||||||||||||||||||
Interest rate | 8% | 8% | 8% | 12% | |||||||||||||||||||||||
Gary Shover [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 75,000 | 75,000 | 75,000 | ||||||||||||||||||||||||
Accrued interest | $ 3,750 | $ 3,750 | |||||||||||||||||||||||||
Maturity date | May 07, 2023 | ||||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||||
Fourth Man L L C [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 165,000 | ||||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||||
Original issue discount | $ 16,500 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | May 09, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options vested | 13,650,002 | 13,650,002 | |
Option exercise price | $ 0.60 | ||
Average term | 3 years 7 months 6 days | ||
Intrinsic value of options outstanding | $ 0 | $ 0 | |
N2014 Global DigitalSolutions Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for issauance | 20,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Balance at Ending | $ 128,334 | $ 141,997 |
2022 Salary | 75,000 | |
Payments | (112,184) | |
Compensation owed to related parties | 78,690 | 78,690 |
William Delgado [Member] | ||
Related Party Transaction [Line Items] | ||
Balance at Ending | (23,521) | 21,163 |
2022 Salary | 60,000 | |
Payments | (81,163) | |
Jerome Gomolski [Member] | ||
Related Party Transaction [Line Items] | ||
Balance at Ending | 128,334 | 120,834 |
2022 Salary | 15,000 | |
Payments | (7,500) | |
RLTConsulting [Member] | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | 21,591 | 21,591 |
Jerry Gomolski | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | 25,000 | 25,000 |
Charter 804CS [Member] | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | 20,099 | 20,099 |
Gary Gray | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | $ 12,000 | $ 12,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2017 | Mar. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 07, 2022 | Jun. 14, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Salary | $ 75,000 | |||||||
Owed balance | 78,690 | $ 78,690 | ||||||
Accrued compensation | 128,334 | 141,997 | ||||||
William Delgado [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Salary | 60,000 | |||||||
Accrued compensation | (23,521) | 21,163 | ||||||
Debt amount | $ 20,000 | $ 20,000 | ||||||
Interest rate | $ 2,000 | |||||||
Maturity date | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 31, 2018 | |||||
Repayments of debt | $ 22,000 | 22,000 | 22,000 | |||||
William J Delgado [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible note payment | $ 27,175 | |||||||
Accrued compensation | 23,521 | 21,630 | ||||||
Mr. Delgado [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Salary | $ 75,218 | |||||||
Owed balance | 3,281 | $ 11,957 | ||||||
Eco Growth Strategies Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related party | 42,035 | |||||||
Due to related party | 8,198 | |||||||
Jerome Gomolski [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrued compensation | $ 128,334 | $ 120,834 |