Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 5 |
Entity Registrant Name | HUMBL, INC. |
Entity Central Index Key | 0001119190 |
Entity Primary SIC Number | 5500 |
Entity Tax Identification Number | 91-2048019 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 600 B Street |
Entity Address, Address Line Two | Suite 300 |
Entity Address, City or Town | San Diego, |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92101 |
City Area Code | (786) |
Local Phone Number | 738-9012 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||||||
Cash | $ 5,681,727 | $ 3,493,213 | $ 1,720,979 | |||
Restricted cash | 219,733 | |||||
Accounts receivable, net | 543,870 | 325,267 | ||||
Intangible assets – digital assets, current portion | 32,064 | 2,695 | ||||
Due from related parties, net | 77,146 | |||||
Prepaid expenses and other current assets | 42,325 | 57,693 | 7,445 | |||
Total Current Assets | 6,519,719 | 3,878,868 | 1,805,570 | |||
NON-CURRENT ASSETS | ||||||
Fixed assets, net of depreciation | 359,106 | 356,447 | ||||
Intangible assets, net of amortization | 3,333,284 | |||||
Intangible assets – digital assets, net of current portion | 406,040 | |||||
Goodwill | 10,512,346 | 6,531,346 | ||||
Total non-current assets | 14,610,776 | 6,887,793 | ||||
TOTAL ASSETS | 21,130,495 | 10,766,661 | 1,805,570 | |||
Current Liabilities: | ||||||
Accounts payable and accrued expenses | 2,275,264 | 1,460,266 | 20,392 | |||
Deferred revenue | 43,243 | |||||
Unfunded liability – digital assets | 219,733 | |||||
Obligation to issue common shares | 26,831 | 676,408 | ||||
Due to seller | 327,412 | 327,412 | ||||
Contingent consideration | 4,526,520 | |||||
Current portion of note payable - bank | 4,152 | |||||
Current portion of notes payable | 502,549 | 501,828 | 40,000 | |||
Notes payable – related parties | 10,996,921 | 10,986,250 | ||||
Convertible notes payable – related parties | 7,500,000 | 7,500,000 | ||||
Current portion of convertible notes payable, net of discount | 4,236,722 | 3,392,123 | 141,103 | |||
Total Current Liabilities | 30,616,104 | 24,844,287 | 244,738 | |||
LONG-TERM LIABILITIES | ||||||
Note payable – bank, net of current portion | 10,153 | |||||
Notes payable, net of current portion | 147,451 | 148,172 | ||||
Notes payable – related parties, net of current portion | 4,500,000 | |||||
Convertible notes payable, net of discount and net of current portion | 2,232,702 | |||||
Total non-current liabilities | 4,657,604 | 2,380,874 | ||||
Total Liabilities | 35,273,708 | 27,225,161 | 244,738 | |||
Commitments and contingency | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
Common stock value | 13,170 | 10,230 | 9,742 | |||
Accumulated other comprehensive income (loss) | 3,042 | |||||
Additional paid in capital | 48,956,654 | 34,182,004 | 2,545,825 | |||
Accumulated deficit | (63,116,154) | (50,650,809) | (994,805) | |||
Total Stockholders’ Equity (Deficit) | (14,143,213) | (16,458,500) | 396,855 | 1,560,832 | $ (76,042) | |
MEMBERS’ EQUITY | ||||||
Total Members’ Equity | ||||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY | 21,130,495 | 10,766,661 | 1,805,570 | |||
Tickeri Inc [Member] | ||||||
Current Assets: | ||||||
Cash | 36,657 | 43,519 | ||||
Accounts receivable, net | 13,113 | 16,320 | ||||
Prepaid expenses and other current assets | 106 | 214 | ||||
Total Current Assets | 49,876 | 60,053 | ||||
NON-CURRENT ASSETS | ||||||
TOTAL ASSETS | 49,876 | 60,053 | ||||
Current Liabilities: | ||||||
Accounts payable and accrued expenses | 49,822 | 36,992 | ||||
Current portion of notes payable | 192,123 | 192,123 | ||||
Total Current Liabilities | 241,945 | 229,115 | ||||
LONG-TERM LIABILITIES | ||||||
Notes payable, net of current portion | ||||||
Total Liabilities | 241,945 | 229,115 | ||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
Common stock value | 85 | 85 | ||||
Additional paid in capital | 25,383 | 25,383 | ||||
Accumulated deficit | (217,537) | (194,530) | ||||
Total Stockholders’ Equity (Deficit) | (192,069) | (169,062) | ||||
MEMBERS’ EQUITY | ||||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ 49,876 | 60,053 | ||||
Monster Creative LLC [Member] | ||||||
Current Assets: | ||||||
Cash | 3,017 | 1,169,619 | 1,231,704 | |||
Accounts receivable, net | 109,113 | 196,683 | 493,890 | |||
Prepaid expenses and other current assets | 50,445 | 72,645 | ||||
Total Current Assets | 112,130 | 1,416,747 | 1,798,239 | |||
NON-CURRENT ASSETS | ||||||
TOTAL ASSETS | 112,130 | 1,416,747 | 1,798,239 | |||
Current Liabilities: | ||||||
Accounts payable and accrued expenses | 98,754 | 8,629 | 26,782 | |||
Current portion of notes payable | 66,117 | 66,117 | ||||
Notes payable – related parties | 486,250 | 979,012 | 1,426,513 | |||
Total Current Liabilities | 651,121 | 1,053,758 | 1,453,295 | |||
LONG-TERM LIABILITIES | ||||||
Notes payable, net of current portion | ||||||
Notes payable – related parties, net of current portion | ||||||
Total Liabilities | 651,121 | 1,053,758 | 1,453,295 | |||
MEMBERS’ EQUITY | ||||||
Members’ equity | (538,991) | 362,989 | 344,944 | |||
Total Members’ Equity | (538,991) | 362,989 | 344,944 | |||
TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ 112,130 | 1,416,747 | $ 1,798,239 | |||
Series A Preferred Stock [Member] | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
Preferred Stock Value | 70 | 70 | 70 | |||
Series B Preferred Stock [Member] | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
Preferred Stock Value | $ 5 | 5 | ||||
Series C Preferred Stock [Member] | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
Preferred Stock Value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 28, 2021 | Mar. 31, 2021 | Feb. 26, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Preferred stock, shares issued | 517,795 | ||||||||
Common stock, par share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Common stock, shares authorized | 7,450,000,000 | 7,450,000,000 | 7,450,000,000 | 5,000,000,000 | 5,000,000,000 | ||||
Common stock, shares issued | 1,317,065,639 | 1,023,039,433 | 974,177,443 | ||||||
Common stock, shares outstanding | 1,317,065,639 | 1,023,039,433 | 974,177,443 | ||||||
Tickeri Inc [Member] | |||||||||
Common stock, par share | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Common stock, shares issued | 8,500,000 | 8,500,000 | |||||||
Common stock, shares outstanding | 8,500,000 | 8,500,000 | |||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Preferred stock, shares issued | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 570,000 | 570,000 | 570,000 | 900,000 | 900,000 | 900,000 | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Preferred stock, shares outstanding | 517,795 | 544,759 | 0 | ||||||
Preferred stock, shares issued | 517,795 | 544,759 | 0 | ||||||
Series C Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | |||||||
Preferred stock, par value | $ 0.00001 | ||||||||
Preferred stock, shares outstanding | 0 | ||||||||
Preferred stock, shares issued | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | $ 1,147,134 | $ 154,104 | $ 2,503,388 | ||||||
COST OF REVENUES | 520,970 | 104,743 | 1,104,959 | ||||||
GROSS PROFIT | 626,164 | 49,361 | 1,398,429 | ||||||
OPERATING EXPENSES | |||||||||
Development costs | 1,263,992 | 102,303 | 2,117,683 | 96,567 | |||||
Professional fees | 981,138 | 714,878 | 3,905,699 | 539,568 | |||||
Settlement | 1,120,400 | 1,870,000 | |||||||
Stock-based compensation | 4,101,329 | 10,734,833 | |||||||
Impairment - goodwill | 1,008,642 | 22,203,422 | |||||||
Impairment – digital assets | 45,318 | 34,570 | |||||||
General and administrative expenses | 2,598,595 | 390,413 | 5,247,118 | 69,589 | |||||
Total Operating Expenses | 11,119,414 | 1,207,594 | 46,113,325 | 705,724 | |||||
OPERATING (LOSS) INCOME | (10,493,250) | (1,158,233) | (44,714,896) | (705,724) | |||||
NON-OPERATING EXPENSE | |||||||||
Interest expense | (402,804) | (5,228) | (943,559) | (4,697) | |||||
Beneficial conversion feature | (3,300,000) | ||||||||
Amortization of debt discounts | (1,590,897) | (15,432) | (838,941) | (2,042) | |||||
Gain on sale of digital assets | 29,551 | 47,875 | |||||||
Forgiveness of PPP loan | 66,117 | ||||||||
Other income | 28,200 | ||||||||
Total Non-Operating Expense | (1,964,150) | (20,660) | (4,940,308) | (6,739) | |||||
LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES | (12,457,400) | (1,436,862) | |||||||
Discontinued Operations: | |||||||||
Loss from discontinued operations | (7,945) | (257,969) | |||||||
Gain on disposal of discontinued operations | |||||||||
Total discontinued operations | (7,945) | (257,969) | |||||||
NET (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (12,465,345) | (1,436,862) | (49,655,204) | (712,463) | |||||
Provision for income taxes | (800) | (800) | |||||||
NET (LOSS) INCOME | (12,465,345) | (1,436,862) | $ (49,656,004) | $ (713,263) | |||||
Other comprehensive income (loss) | |||||||||
Foreign currency translation adjustment | 3,042 | ||||||||
Comprehensive loss | $ (12,462,303) | $ (1,436,862) | |||||||
NET LOSS PER SHARE | |||||||||
Basic and diluted | $ (0.01) | $ 0 | $ (0.05) | $ 0 | |||||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | |||||||||
Basic and diluted | 1,176,805,694 | 974,218,599 | 942,331,830 | 982,108,478 | |||||
Tickeri Inc [Member] | |||||||||
REVENUES | $ 71,500 | 101,747 | 166,644 | ||||||
COST OF REVENUES | 21,871 | 28,366 | 41,282 | ||||||
GROSS PROFIT | 49,629 | 73,381 | 125,362 | ||||||
OPERATING EXPENSES | |||||||||
General and administrative expenses | 72,636 | 111,054 | 319,892 | ||||||
Total Operating Expenses | 72,636 | 111,054 | 319,892 | ||||||
OPERATING (LOSS) INCOME | (23,007) | (37,673) | (194,530) | ||||||
NON-OPERATING EXPENSE | |||||||||
Interest expense | |||||||||
Total Non-Operating Expense | |||||||||
Discontinued Operations: | |||||||||
NET (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (23,007) | (37,673) | (194,530) | ||||||
Provision for income taxes | |||||||||
NET (LOSS) INCOME | $ (23,007) | $ (37,673) | $ (194,530) | ||||||
Monster Creative LLC [Member] | |||||||||
REVENUES | 362,559 | 1,177,325 | $ 2,209,072 | 1,964,432 | |||||
COST OF REVENUES | 610,626 | 604,673 | 1,324,685 | 957,320 | |||||
GROSS PROFIT | (248,067) | 572,652 | 884,387 | 1,007,112 | |||||
OPERATING EXPENSES | |||||||||
Settlement | |||||||||
Impairment - goodwill | |||||||||
Impairment – digital assets | |||||||||
General and administrative expenses | 517,047 | 162,393 | 689,624 | 518,128 | |||||
Total Operating Expenses | 517,047 | 162,393 | 689,624 | 518,128 | |||||
OPERATING (LOSS) INCOME | (765,114) | 410,259 | (49,977) | 488,984 | |||||
NON-OPERATING EXPENSE | |||||||||
Interest expense | (18,707) | (29,150) | (49,977) | (60,128) | |||||
Beneficial conversion feature | |||||||||
Gain on sale of digital assets | |||||||||
Total Non-Operating Expense | (18,707) | (29,150) | (49,977) | (60,128) | |||||
Discontinued Operations: | |||||||||
NET (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (783,821) | 381,109 | 144,786 | 428,856 | |||||
Provision for income taxes | |||||||||
NET (LOSS) INCOME | $ (783,821) | $ 381,109 | $ 144,786 | $ 428,856 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOW FROM OPERTING ACTIVIITES | |||||||||
Net income | $ (12,465,345) | $ (1,436,862) | $ (49,656,004) | $ (713,263) | |||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||||||
Depreciation expense | 5,851 | 11,129 | |||||||
Amortization | 91,716 | ||||||||
Impairment expense - goodwill | 1,008,642 | 22,203,422 | |||||||
Impairment expense – digital assets | 45,318 | 34,570 | |||||||
(Gain) on sale of digital assets | (29,551) | (47,875) | |||||||
Advertising expense paid for by digital assets | 133,660 | ||||||||
Expenses paid for by digital assets | 41,420 | ||||||||
Sales commission received in digital assets | (1,063) | (8,400) | |||||||
Amortization of debt discounts | 1,590,897 | 15,432 | 838,941 | 2,042 | |||||
Foreign currency adjustment | 3,042 | ||||||||
Warrants granted for services | 3,789,864 | ||||||||
Stock-based compensation, net of cancellation of shares | 4,074,497 | 219,642 | |||||||
Stock-based compensation – common and preferred stock grants | 6,268,562 | ||||||||
Obligation to issues common shares for services rendered | 26,831 | 676,408 | |||||||
Forgiveness of PPP loan | (66,117) | ||||||||
Bad debt | 88,693 | 88,693 | |||||||
Settlement | 1,120,400 | 1,870,000 | |||||||
Beneficial conversion feature on convertible note payable | 3,300,000 | ||||||||
Changes in assets and liabilities | |||||||||
Accounts receivable | (194,157) | (77,332) | |||||||
Intangible assets – digital assets | (271,800) | 114,650 | |||||||
Prepaid expenses and other current assets | 15,368 | (50,248) | (5,050) | ||||||
Increase (decrease) in amounts due related parties | (11,547) | (11,547) | (157,357) | ||||||
Accounts payable and accrued expenses | 1,002,529 | 246,375 | 1,054,048 | 17,311 | |||||
Net cash provided by (used in) operating activities | (3,935,405) | (878,267) | (9,608,212) | (856,317) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
Purchase of fixed assets | (8,510) | (367,576) | |||||||
Cash received in purchase of Tickeri | 127,377 | ||||||||
Cash received in purchase of Monster Creative | 3,017 | ||||||||
Cash paid in purchase of Ixaya, net of amounts received | (148,675) | ||||||||
Net cash used in investing activities | (157,185) | (237,182) | |||||||
CASH FLOWS FROM FINANCING ACTIVITES | |||||||||
Proceeds from sales of membership interests of HUMBL, LLC | 10,000 | 10,000 | 1,307,441 | ||||||
Proceeds from sales of warrants and country rights option | 1,000,000 | ||||||||
Redemption of Series B Preferred Stock | (215) | ||||||||
Proceeds from the exercise of warrants | 2,000,000 | 4,000,000 | |||||||
Proceeds from notes payable | 40,000 | ||||||||
Proceeds from notes payable - related parties | 4,500,837 | ||||||||
Payments of notes payable | (40,557) | ||||||||
Repayment of amount due to seller | (51,600) | ||||||||
Proceeds from convertible notes payable | 4,500,000 | 6,700,000 | 225,000 | ||||||
Proceeds from issuance of common stock for cash | 1,000,000 | ||||||||
Net cash (used in) provided by financing activities | 6,500,837 | 10,000 | 11,617,628 | 2,572,441 | |||||
NET (DECREASE) INCREASE IN CASH | 2,408,247 | (868,267) | 1,772,234 | 1,716,124 | |||||
CASH - BEGINNING OF PERIOD | 3,493,213 | 1,720,979 | 1,720,979 | 4,855 | 1,720,979 | 4,855 | |||
CASH - END OF PERIOD | 5,901,460 | 852,712 | 3,493,213 | 1,720,979 | 1,720,979 | 4,855 | |||
CASH PAID DURING THE PERIOD FOR: | |||||||||
Interest expense | 3,760 | 3,750 | |||||||
Income taxes | 800 | 800 | |||||||
SUMMARY OF NONCASH ACTIVITIES: | |||||||||
Effect of reverse merger | 10,062 | ||||||||
Cancellation of common stock | 250 | ||||||||
Reclassification of deferred revenue related to warrant purchase | 43,243 | 43,243 | |||||||
Conversion of preferred stock into common stock | 2,206 | 796 | |||||||
Conversion of obligation to issue common stock into common stock | 449,950 | 794 | |||||||
Recognition of discounts at inception of convertible notes payable | 2,055,219 | 85,939 | |||||||
Exchange of convertible notes payable and accrued interest into common stock | 3,176,805 | ||||||||
NFT purchased with digital assets | 406,040 | ||||||||
Adjustment for unfunded liability | 219,733 | ||||||||
Acquisition of Ixaya: | |||||||||
Redemption of Series B Preferred Stock | 215 | ||||||||
Tickeri Inc [Member] | |||||||||
CASH FLOW FROM OPERTING ACTIVIITES | |||||||||
Net income | (23,007) | (37,673) | (194,530) | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||||||
Shares issued to founders for services | 468 | 468 | |||||||
Changes in assets and liabilities | |||||||||
Accounts receivable | 3,207 | (10,025) | (16,320) | ||||||
Prepaid expenses and other current assets | 108 | (43) | (214) | ||||||
Accounts payable and accrued expenses | 12,830 | 22,273 | 36,992 | ||||||
Net cash provided by (used in) operating activities | (6,862) | (25,000) | (173,604) | ||||||
CASH FLOWS FROM FINANCING ACTIVITES | |||||||||
Contribution of equity from shareholders | 25,000 | 25,000 | |||||||
Proceeds from notes payable | 192,123 | ||||||||
Net cash (used in) provided by financing activities | 25,000 | 217,123 | |||||||
NET (DECREASE) INCREASE IN CASH | (6,862) | 43,519 | |||||||
CASH - BEGINNING OF PERIOD | 43,519 | 43,519 | 43,519 | ||||||
CASH - END OF PERIOD | 36,657 | 43,519 | 43,519 | ||||||
CASH PAID DURING THE PERIOD FOR: | |||||||||
Interest expense | |||||||||
Income taxes | |||||||||
Acquisition of Ixaya: | |||||||||
Accounts receivable | 23,587 | ||||||||
Goodwill | 20,086,664 | ||||||||
Accounts payable and accrued expenses | (87,071) | ||||||||
PPP loan | (557) | ||||||||
Notes payable issued | (10,000,000) | ||||||||
Common shares issued | (10,000,000) | ||||||||
Total | (127,377) | ||||||||
Accounts payable and accrued expenses | 87,071 | ||||||||
Acquisition of BizSecur: | |||||||||
Total adjustments | 16,145 | $ 12,673 | 20,926 | ||||||
Tickeri Inc Membe [Member] | |||||||||
Acquisition of Ixaya: | |||||||||
EIDL loan | (150,000) | ||||||||
Monster Creative LLC [Member] | |||||||||
CASH FLOW FROM OPERTING ACTIVIITES | |||||||||
Net income | (783,821) | 381,109 | 144,786 | 428,856 | |||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||||||
Depreciation expense | |||||||||
Impairment expense - goodwill | |||||||||
Impairment expense – digital assets | |||||||||
(Gain) on sale of digital assets | |||||||||
Advertising expense paid for by digital assets | |||||||||
Sales commission received in digital assets | |||||||||
Warrants granted for services | |||||||||
Stock-based compensation – common and preferred stock grants | |||||||||
Bad debt | |||||||||
Settlement | |||||||||
Beneficial conversion feature on convertible note payable | |||||||||
Changes in assets and liabilities | |||||||||
Accounts receivable | (87,570) | (382,890) | 297,207 | (493,890) | |||||
Prepaid expenses and other current assets | 50,445 | 22,200 | |||||||
Accounts payable and accrued expenses | 90,125 | 7,596 | (18,153) | 26,682 | |||||
Net cash provided by (used in) operating activities | (555,681) | 771,595 | 446,040 | (38,352) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
Purchase of fixed assets | |||||||||
Net cash used in investing activities | |||||||||
CASH FLOWS FROM FINANCING ACTIVITES | |||||||||
Member distributions | (118,159) | (200,962) | (126,741) | ||||||
Proceeds from notes payable | 66,117 | 66,117 | |||||||
Proceeds from notes payable - related parties | (492,762) | (179,360) | (447,501) | 1,270,056 | |||||
Net cash (used in) provided by financing activities | (610,921) | (314,205) | (508,125) | 1,270,056 | |||||
NET (DECREASE) INCREASE IN CASH | (1,166,602) | 457,390 | (62,085) | 1,231,704 | |||||
CASH - BEGINNING OF PERIOD | 1,169,619 | 1,169,619 | 1,231,704 | 1,169,619 | 1,231,704 | ||||
CASH - END OF PERIOD | 3,017 | 1,689,094 | $ 1,169,619 | 1,169,619 | 1,231,704 | ||||
CASH PAID DURING THE PERIOD FOR: | |||||||||
Interest expense | 18,707 | 29,150 | 49,977 | 60,128 | |||||
Income taxes | |||||||||
Acquisition of Ixaya: | |||||||||
Accounts receivable | 379,012 | ||||||||
Goodwill | 8,648,104 | ||||||||
Accounts payable and accrued expenses | (98,754) | ||||||||
PPP loan | (66,117) | ||||||||
Notes payable issued | (500,000) | ||||||||
Total | (3,017) | ||||||||
Due to seller | (379,012) | ||||||||
Notes payable - officers | (486,250) | ||||||||
Convertible notes issued | (7,500,000) | ||||||||
Accounts payable and accrued expenses | $ 98,754 | ||||||||
Acquisition of BizSecur: | |||||||||
Total adjustments | $ 228,140 | $ 390,486 | $ 301,254 | $ (467,208) | |||||
Ixaya [Member] | |||||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||||||
Impairment expense - goodwill | 1,008,642 | ||||||||
Acquisition of Ixaya: | |||||||||
Accounts receivable | 24,446 | ||||||||
Goodwill | 1,008,642 | ||||||||
Accounts payable and accrued expenses | 10,779 | ||||||||
Total | 1,648,675 | ||||||||
Intellectual property - software | 650,000 | ||||||||
Accounts payable and accrued expenses | (10,779) | ||||||||
Note payable - bank | (13,879) | ||||||||
Customer relationship | |||||||||
Related party advance | (9,834) | ||||||||
Common stock issued | (1,500,000) | ||||||||
Contingent consideration | |||||||||
Net cash paid in acquisition of BizSecure | 148,675 | ||||||||
BizSecur [Member] | |||||||||
Acquisition of Ixaya: | |||||||||
Goodwill | 3,981,000 | ||||||||
Total | 6,756,000 | ||||||||
Intellectual property - software | 2,500,000 | ||||||||
Customer relationship | 275,000 | ||||||||
Common stock issued | (2,229,480) | ||||||||
Contingent consideration | (4,526,520) | ||||||||
Net cash paid in acquisition of BizSecure |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Tickeri Inc [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Tickeri Inc [Member] | Retained Earnings [Member] | Retained Earnings [Member]Tickeri Inc [Member] | Total | Tickeri Inc [Member] | Monster Creative LLC [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2018 | ||||||||||||
Beginning balance, shares at Dec. 31, 2018 | ||||||||||||
Members’ equity beginning balance at Dec. 31, 2018 | $ (83,912) | |||||||||||
Net income (loss) | 428,856 | |||||||||||
Member distributions | ||||||||||||
Ending balance at Dec. 31, 2019 | $ 205,500 | $ (281,542) | $ (76,042) | |||||||||
Ending balance, share at Dec. 31, 2019 | ||||||||||||
Members’ equity ending balance at Dec. 31, 2019 | 344,944 | |||||||||||
Net income (loss) | 381,109 | |||||||||||
Member distributions | (200,962) | |||||||||||
Members’ equity ending balance at Jun. 30, 2020 | 525,091 | |||||||||||
Beginning balance at Dec. 31, 2019 | 205,500 | (281,542) | $ (76,042) | |||||||||
Beginning balance, shares at Dec. 31, 2019 | ||||||||||||
Members’ equity beginning balance at Dec. 31, 2019 | 344,944 | |||||||||||
Members interest purchased for cash (timing difference from 2020) | 1,307,441 | 1,307,441 | ||||||||||
Shares issued in reverse merger with HUMBL | $ 70 | $ 9,992 | (10,062) | |||||||||
Shares issued in reverse merger, shares | 7,000,000 | 999,177,443 | ||||||||||
Share cancellation | $ (250) | 250 | ||||||||||
Share cancellation, shares | (25,000,000) | |||||||||||
Discount on convertible notes | 85,939 | 85,939 | ||||||||||
Warrant purchases | 956,757 | 956,757 | ||||||||||
Net income (loss) | (713,263) | (713,263) | 144,786 | |||||||||
Shares issued for cash | $ 468 | |||||||||||
Shares issued for cash, shares | 10,000,000 | |||||||||||
Shares cancelled | $ 250 | (250) | ||||||||||
Share cancellation, shares | 25,000,000 | |||||||||||
Member distributions | (126,741) | |||||||||||
Ending balance at Dec. 31, 2020 | $ 70 | $ 9,742 | $ 85 | 2,545,825 | $ 25,383 | (994,805) | $ (194,530) | $ 1,560,832 | $ (169,062) | |||
Ending balance, share at Dec. 31, 2020 | 7,000,000 | 974,177,443 | 8,500,000 | |||||||||
Members’ equity ending balance at Dec. 31, 2020 | 362,989 | |||||||||||
Beginning balance at Jan. 01, 2020 | ||||||||||||
Beginning balance, shares at Jan. 01, 2020 | ||||||||||||
Net income (loss) | (37,673) | (37,673) | ||||||||||
Shares issued for services | $ 85 | 383 | 468 | |||||||||
Shares issued for services, shares | 8,500,000 | |||||||||||
Contribution of equity | 25,000 | 25,000 | ||||||||||
Ending balance at Mar. 31, 2020 | $ 85 | 25,383 | (37,673) | (12,205) | ||||||||
Ending balance, share at Mar. 31, 2020 | 8,500,000 | |||||||||||
Beginning balance at Jan. 01, 2020 | ||||||||||||
Beginning balance, shares at Jan. 01, 2020 | ||||||||||||
Net income (loss) | (194,530) | (194,530) | ||||||||||
Shares issued for services | $ 85 | 383 | 468 | |||||||||
Shares issued for services, shares | 8,500,000 | |||||||||||
Contribution of equity | 25,000 | 25,000 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 70 | $ 9,742 | $ 85 | 2,545,825 | 25,383 | (994,805) | (194,530) | $ 1,560,832 | (169,062) | |||
Ending balance, share at Dec. 31, 2020 | 7,000,000 | 974,177,443 | 8,500,000 | |||||||||
Members’ equity ending balance at Dec. 31, 2020 | 362,989 | |||||||||||
Members interest purchased for cash (timing difference from 2020) | 10,000 | $ 10,000 | ||||||||||
Shares issued in reverse merger with HUMBL | $ 6 | 39,961 | 39,967 | |||||||||
Shares issued in reverse merger, shares | 552,029 | |||||||||||
Net income (loss) | (23,007) | (1,436,862) | (23,007) | |||||||||
Comprehensive loss | (1,436,862) | (1,436,862) | ||||||||||
Share adjustment | ||||||||||||
Share adjustment, shares | 41,156 | |||||||||||
Shares issued for services | 179,675 | 179,675 | ||||||||||
Shares issued for services, shares | 2,272 | |||||||||||
Reclassification from deferred revenue on warrant purchase | 43,243 | 43,243 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 70 | $ 6 | $ 9,742 | $ 85 | 2,818,704 | 25,383 | (2,431,667) | (217,537) | 396,855 | (192,069) | ||
Ending balance, share at Mar. 31, 2021 | 7,000,000 | 554,301 | 974,218,599 | 8,500,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 70 | $ 9,742 | $ 85 | 2,545,825 | 25,383 | (994,805) | (194,530) | $ 1,560,832 | (169,062) | |||
Beginning balance, shares at Dec. 31, 2020 | 7,000,000 | 974,177,443 | 8,500,000 | |||||||||
Members’ equity beginning balance at Dec. 31, 2020 | 362,989 | |||||||||||
Net income (loss) | (783,821) | |||||||||||
Member distributions | (118,159) | |||||||||||
Members’ equity ending balance at Jun. 30, 2021 | (538,991) | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 70 | $ 9,742 | $ 85 | 2,545,825 | $ 25,383 | (994,805) | $ (194,530) | $ 1,560,832 | $ (169,062) | |||
Beginning balance, shares at Dec. 31, 2020 | 7,000,000 | 974,177,443 | 8,500,000 | |||||||||
Members’ equity beginning balance at Dec. 31, 2020 | $ 362,989 | |||||||||||
Members interest purchased for cash (timing difference from 2020) | 10,000 | $ 10,000 | ||||||||||
Shares issued in reverse merger with HUMBL | $ 6 | 39,961 | 39,967 | |||||||||
Shares issued in reverse merger, shares | 552,029 | |||||||||||
Discount on convertible notes | 2,055,219 | 2,055,219 | ||||||||||
Net income (loss) | (49,656,004) | (49,656,004) | ||||||||||
Share adjustment | ||||||||||||
Share adjustment, shares | 41,156 | |||||||||||
Shares issued for cash | $ 4 | 999,996 | 1,000,000 | |||||||||
Shares issued for cash, shares | 437,500 | |||||||||||
Shares issued for services | $ 183 | 6,228,411 | 6,228,594 | |||||||||
Shares issued for services, shares | 2,272 | 18,272,540 | ||||||||||
Shares issued for acquisition of Tickeri | $ 93 | 9,999,907 | 10,000,000 | |||||||||
Shares issued for acquisition of Tickeri, shares | 9,345,794 | |||||||||||
Shares issued in settlement | $ 10 | 1,169,990 | 1,170,000 | |||||||||
Shares issued in settlement, shares | 1,000,000 | |||||||||||
Shares issued in exercise of warrants | $ 200 | 3,999,800 | 4,000,000 | |||||||||
Shares issued in exercise of warrants, shares | 20,000,000 | |||||||||||
Conversion of Preferred B shares for common shares | $ (796) | 796 | ||||||||||
Conversion of common shares to Preferred B shares, shares | 7,962 | (79,625,000) | ||||||||||
Conversion of Preferred B shares for common shares | $ (1) | $ 794 | (793) | |||||||||
Conversion of common shares to Preferred B shares, shares | (7,939) | 79,390,000 | ||||||||||
Shares cancelled for no consideration | ||||||||||||
Shares cancelled for no consideration, shares | (9,350) | |||||||||||
Preferred B shares redeemed for cash | (215) | (215) | ||||||||||
Preferred B shares redeemed for cash, shares | (215) | |||||||||||
Reclassification from deferred revenue on warrant purchase | 43,243 | 43,243 | ||||||||||
Beneficial conversion feature on convertible note payable | 3,300,000 | 3,300,000 | ||||||||||
Warrants granted to consultants | 3,789,864 | 3,789,864 | ||||||||||
Shares cancelled for no consideration | ||||||||||||
Shares cancelled for no consideration, shares | 9,350 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 70 | $ 5 | $ 10,230 | 34,182,004 | (50,650,809) | (16,458,500) | ||||||
Ending balance, share at Dec. 31, 2021 | 7,000,000 | 544,759 | 1,023,039,433 | |||||||||
Share cancellation | $ 9 | 187,241 | 187,250 | |||||||||
Share cancellation, shares | 825,000 | |||||||||||
Net income (loss) | (12,465,345) | |||||||||||
Comprehensive loss | (12,465,345) | (12,462,303) | 3,042 | |||||||||
Shares issued for cash | ||||||||||||
Shares issued for services | $ 7 | 190,586 | $ 190,593 | |||||||||
Shares issued for services, shares | 675,000 | |||||||||||
Shares issued for acquisition of Tickeri, shares | 13,200,000 | |||||||||||
Shares issued in settlement | $ 40 | 1,120,360 | $ 1,120,400 | |||||||||
Shares issued in settlement, shares | 4,000,000 | |||||||||||
Shares issued in exercise of warrants | $ 100 | 1,999,900 | 2,000,000 | |||||||||
Shares issued in exercise of warrants, shares | 10,000,000 | |||||||||||
Conversion of Preferred B shares for common shares | $ 2,206 | (2,206) | ||||||||||
Conversion of common shares to Preferred B shares, shares | 220,640,000 | |||||||||||
Conversion of common shares to Preferred B shares, shares | (22,064) | |||||||||||
Shares cancelled for no consideration | ||||||||||||
Shares cancelled for no consideration, shares | 4,900 | |||||||||||
Shares cancelled | $ (9) | (187,241) | (187,250) | |||||||||
Share cancellation, shares | (825,000) | |||||||||||
Shares issued for acquisition of BizSecure | $ 132 | 2,229,348 | 2,229,480 | |||||||||
Shares issued for acquisition of BizSecure, shares | 13,200,000 | |||||||||||
Shares issued for acquisition of Ixaya | $ 90 | 1,499,910 | 1,500,000 | |||||||||
Shares issued for acquisition of Ixaya, shares | 8,962,036 | |||||||||||
Shares issued in exchange of notes payable and accrued interest | $ 374 | 3,176,430 | 3,176,804 | |||||||||
Shares issued in exchange of notes payable and accrued interest, shares | 37,374,170 | |||||||||||
Shares cancelled for no consideration | ||||||||||||
Shares cancelled for no consideration, shares | (4,900) | |||||||||||
Stock based compensation - warrants | 3,270,349 | 3,270,349 | ||||||||||
Stock based compensation - options | 36,750 | 36,750 | ||||||||||
Stock based compensation – restricted stock grants | 1,440,464 | 1,440,464 | ||||||||||
Ending balance at Mar. 31, 2022 | $ 70 | $ 5 | $ 13,170 | $ 48,956,654 | $ (63,116,154) | $ (14,143,213) | $ 3,042 | |||||
Ending balance, share at Mar. 31, 2022 | 7,000,000 | 517,795 | 1,317,065,639 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Share based compensation arrangement by share based payment increases decreases in period description | on October 29, 2021. Additionally on October 29, 2021, the Series B Preferred Stock had their authorized shares reduced from 900,000 shares to 570,000 shares | on October 29, 2021, the Series B Preferred Stock had their authorized shares reduced from 900,000 shares to 570,000 shares |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS HUMBL, Inc. (“Company” or “HUMBL”) was incorporated November 12, 2009. The Company was redomiciled on November 30, 2020 to the State of Delaware. On December 3, 2020, HUMBL, LLC (“HUMBL LLC”) merged into the Company in what is accounted for as a reverse merger. Under the terms of the Merger Agreement, HUMBL LLC exchanged 100 552,029 7,450,000,000 10,000,000 The FINRA approval for both the increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 550,000,000 40,000 The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. On June 3, 2021 we acquired Tickeri, Inc. (“Tickeri”) in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 5 400,000 On June 30, 2021, we acquired Monster Creative, LLC (“Monster”). Monster is a Hollywood production studio that specializes in producing movie trailers and other related content. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5 18 500,000 5 In the extension agreements, the Company added $ 7,500 1,500 On February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. (“BizSecure”). The Company determined this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the US Air Force and BizSecure’s Mobile ID technology. The Company entered into employment agreements with two BizSecure employees as part of the agreement to help integrate the Mobile ID technology into the Company’s larger suite of products and help operate the blockchain services division. The assets acquired from BizSecure represented the majority of the operations of the entity and BizSecure post-acquisition has only conducted nominal operations and has no employees. The Company issued 13,200,000 26,800,000 two 6,756,000 4,526,520 two On March 3, 2022, the Company acquired Ixaya Business SA de CV, a Mexican corporation (“Ixaya”), under a Stock Purchase Agreement (“Ixaya SPA”). The acquisition of Ixaya was for $ 150,000 8,962,036 1,500,000 1,650,000 HUMBL is a Web 3, digital commerce platform that was built to connect consumers, businesses and governments in the digital economy. HUMBL provides simple tools and packaging for complex new technologies such as blockchain, in the same way that previous cycles of e-commerce and the cloud were more simply packaged by companies such as Facebook, Apple, Amazon and Netflix over the past several decades. The Company through their product offerings are looking to simplify and package the tokenized blockchain economy for consumers, corporations and government. The goal of HUMBL is to provide ready built tools, and platforms for consumers and merchants to seamlessly participate in the digital economy. HUMBL is built on a patent-pending decentralized technology stack that utilizes both core and partner technologies, to provide faster connections to the digital economy and each other. The Company is organized into two divisions: a) HUMBL Consumer and b) HUMBL Commercial. These two divisions incorporate and expand the Company’s core products that were formerly set up into three distinct segments prior to 2022. The majority of the Company’s operations prior to 2022 were focused on the Consumer division. With the acquisition of the Mobile ID technology from BizSecure and software capabilities from Ixaya, the development of our newly formed HUMBL Blockchain Services unit we anticipate that the Commercial division will provide opportunities across the governmental sector as well as businesses in search of enhancing their platforms. HUMBL’s core products and services are as follows: ● HUMBL Mobile Wallet ● HUMBL Marketplace ● HUMBL Financial ● HUMBL Blockchain Services HUMBL Mobile Wallet (formerly HUMBL Pay) HUMBL continues the development of a mobile application that allows customers to migrate to and participate in the digital economy. The Company has integrated a variety of useful functionality such as buying, selling, sending and receiving digital assets, storing personal digital credentials and supporting various digital forms of payment. The Company is also working rapidly to integrate the use of search, discovery, peer-to-peer cash and ticketing around the world, as these services migrate into digital and blockchain-based modalities. The mobile application is designed to provide functionality to the following groups: ● Individuals ● Freelancers ● Merchants We can receive revenue from the mobile wallet in two ways: (a) HUMBL can participate in any transactional fees generated from customers using the HUMBL Pay app. In these circumstances HUMBL can typically collect a percentage of a fee for providing these services that is paid by the user. The size of the fee generally depends on the size of the transaction; and (b) HUMBL can receive a monthly subscription fee for users such as merchants and freelancers that use the app to get paid digitally. HUMBL Marketplace Through its online marketplace, HUMBL is developing the capability for merchants to list a wide range of soft goods and digital assets to mid-market audiences, that, where appropriate, incorporate the benefits of blockchain. HUMBL provides merchants with the ability to list and sell goods with greater levels of authentication, by using technologies such as the HUMBL Token Engine and HUMBL Origin Assurance, to improve the merchant’s ability to trade, track and pay for assets. Through our online marketplace we also allow for the listing of non-fungible tokens (“NFTs”). NFTs allow entities and individuals such as athletes, celebrities, agencies, artists and companies to monetize their digital images, multimedia content and catalogues on the blockchain. HUMBL provides a marketplace for artists and athletes to connect online in the sale of digital collectibles to fans and collectors and provides a rigorous set of terms and conditions that govern what can and cannot be listed on the marketplace. We currently review all listings to screen for graphic content, potential intellectual property rights violations, and potential securities law violations. The NFT marketplace is operated through a third-party marketplace plug-in (OpenSea), electronic wallet extensions (such as MetaMask), and the Ethereum blockchain. Users participate in the NFT marketplace by linking their digital wallets to our platform and engaging (e.g., buying, selling, bidding) with the NFTs listed on our platform. The services provided by HUMBL are administrative. HUMBL is a platform and does not act as a broker, financial institution, or creditor. We facilitate transactions between the buyer and seller in the auction/sale process but we are not a party to any agreement between the buyer and seller or between any users. We receive revenue from the NFT marketplace in two ways. First, for some clients HUMBL provides design services to help artists, athletes and entertainers create NFTs to be sold to their fans. In these circumstances HUMBL typically receives a flat fee for providing such services that is paid out of the sales price of the NFT. The size of the fee depends on the scope and complexity of the design services provided. Second, HUMBL receives a transaction fee each time an NFT sells on the NFT marketplace. The NFT marketplace allows creators to mint NFTs using their own intellectual property and list those NFTs for sale (primary sales) on the marketplace. The NFT marketplace also allows for NFTs to be resold (secondary sales) on the platform, but currently only NFTs that were originally minted on the Company’s NFT Marketplace or are otherwise approved by the Company may be listed for secondary sales on the Marketplace. The Company does not otherwise support or influence the market for the resale of NFTs sold on its platform. Other than requiring creators to attest they own the IP used to create their NFTs and monitoring for obvious copyright violations, the Company does not enforce any rights related to the primary or secondary sales of NFTs. Payment transactions for the purchase and sale of NFTs are made through the use of smart contracts on the Ethereum blockchain. The Company does not handle separate, off-chain payments for NFTs. Tracking and payment of resale royalty fees are accomplished automatically through the use of smart contracts. The Company is not responsible for distributing or managing resale royalty fees. In September of 2021, HUMBL launched HUMBL Tickets, initially focused on the offering of secondary (resale) tickets to thousands of live events across North America. The inventory listings and ticket fulfillment are provided by Ticket Evolution and HUMBL earns a commission for each sale. In addition to its subsidiary Tickeri, the Company will continue to work with clients to merge the realms of NFTs, event tickets and blockchain authentication. HUMBL Financial HUMBL Financial was developed to package step-function technologies such as blockchain into “several clicks” for the customer. In 2021, HUMBL Financial created BLOCK ETX products to simplify digital asset investing for customers and institutions seeking exposure to a new, 24/7 digital asset class. We have launched this product in 100 countries outside the United States. HUMBL Financial has developed proprietary, multi-factor blockchain indexes, trading algorithms and financial services for the new digital asset trading markets to accommodate index, active and thematic investment strategies. BLOCK ETXs are completely non-custodial, algorithmically driven software services that allow customers to purchase and hold digital assets in pre-set allocations through their own digital asset exchange accounts. BLOCK ETXs are compatible for United States customers who have accounts with Coinbase Pro, Bittrex US or Binance US and for non-US customers who have accounts with Bittrex Global. BLOCK ETXs were served first on the desktop and web version of the HUMBL platform, with the goal of future applications inside the HUMBL mobile application. HUMBL Financial is open to the licensing of the BLOCK ETXs to institutions and exchanges. HUMBL Financial also plans to offer trusted, third-party financial services in areas such as payments, investments, credit card services and lending across the HUMBL platform over time. In February 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue to monitor the regulatory environment with respect to these products. In accordance with ASC 205-20-50-1(a), the timing of the disposal was February 28, 2022. The Company met the criteria for the BLOCK ETX operations to be classified as held for sale at that time. HUMBL Blockchain Services HUMBL Blockchain Services (“HBS”) was formed as part of the Company’s asset acquisition of BizSecure on February 12, 2022. Recognizing the opportunities for governments and commercial enterprises to incorporate Blockchain and Distributed Ledger Technologies (“DLT”), HBS is focused on working with clients to identify problems and develop solutions that build upon the various capabilities the Company has and continues to develop. Our solutions enable municipalities, government agencies, and other commercial entities the ability to offer mobile IDs and other credential verification services to their constituents. We continue to make significant investments to leverage our existing technologies and further expand both our DLT capabilities and are always exploring strategic alternatives intended to optimize the value of our Company. Going Concern Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. We have incurred an increased working capital deficit and accumulated deficit as of March 31, 2022 as we continued to ramp up operations significantly in this period and incurred new debt mostly offset by exchanging some debt into shares of common stock to assist in supporting our operations. As of March 31, 2022, we had $ 5,901,460 We had a working capital deficit of $ 23,706,538 20,965,419 1,312,000 2,000,000 4,500,000 We expect that the revenue generating operations of the Company will continue to improve the liquidity of the Company moving forward. However, going forward, the effect of the pandemic on the capital markets may limit our ability to raise additional capital on the terms acceptable to us at the time we need it, if at all. The challenges related to remote work and travel restrictions that we as a smaller company have faced in striving to meet our disclosure obligations in a timely manner while taking the steps to protect the health and safety of our employees have impacted, and may continue to further impact, our ability to raise additional capital. The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. The Company plans to raise additional capital through the exercising of their warrants as well as through future debt and equity financings to carry out its business plan. Obtaining additional financing and the successful development of the Company’s segments including their new Blockchain Services group, ultimately, to profitable operations, are necessary for the Company to continue operations. Impact of COVID-19 The COVID-19 pandemic previously had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine rollouts and the emergence of virus mutations. COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets. Our ability to access the capital markets and maintain existing operations is unknown during the COVID-19 pandemic. Any such limitation on available financing and how we conduct business with our customers and vendors would adversely affect our business. Because the federal government and some state and local authorities are reacting to the many variants of COVID-19, it is creating uncertainty on whether these actions could disrupt the operation of the Company’s business and have an adverse effect on the Company. The extent to which the COVID-19 outbreak may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small businesses were eligible for a loan to fund payroll expenses, rent and related costs. The Company received forgiveness of their PPP loans during 2021. | NOTE 1: NATURE OF OPERATIONS HUMBL, Inc. (formerly Tesoro Enterprises, Inc.), an Oklahoma corporation (“Company” or “HUMBL”) was incorporated November 12, 2009. The Company was redomiciled on November 30, 2020 to the State of Delaware. Simultaneously with the November 12, 2009 incorporation, the Company entered into a share exchange agreement with Fashion Floor Covering and Tile, Inc. (“FFC&T), whereby the sole stockholder of FFC&T received 125,000 On December 3, 2020, HUMBL, LLC (“HUMBL LLC”) merged into the Company in what is accounted for as a reverse merger. Under the terms of the Merger Agreement, HUMBL LLC exchanged 100 552,029 7,450,000,000 10,000,000 The FINRA approval for both the increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 550,000,000 40,000 The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock All share figures and per share amounts have been stated retroactively for the reverse stock split. On June 3, 2021 we acquired Tickeri, Inc. (“Tickeri”) in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 5 On June 30, 2021, we acquired Monster Creative, LLC (“Monster”). Monster is a Hollywood production studio that specializes in producing movie trailers and other related content. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5 18 500,000 5 HUMBL is a Web 3, digital commerce platform that was built to connect consumers, freelancers and merchants in the digital economy. HUMBL provides simple tools and packaging for complex new technologies such as blockchain, in the same way that previous cycles of e-commerce and the cloud were more simply packaged by companies such as Facebook, Apple, Amazon and Netflix over the past several decades. The goal of HUMBL is to provide ready built tools, and platforms for consumers and merchants to seamlessly participate in the digital economy. HUMBL is built on a patent-pending decentralized technology stack that utilizes both core and partner technologies, to provide faster connections to the digital economy and each other. HUMBL has three interconnected product verticals: ● HUMBL Pay ● HUMBL Marketplace ● HUMBL Financial HUMBL Pay HUMBL is developing a mobile application that allows customers to migrate to digital forms of payment, along with services such as maps, ratings, and reviews. The Company is also working rapidly to integrate the use of search, discovery, peer-to-peer cash and ticketing around the world, as these services migrate into digital and blockchain-based modalities. The mobile application is designed to provide functionality to the following groups: ● Individuals ● Freelancers ● Merchants HUMBL Marketplace Through its online marketplace, HUMBL is developing the capability for merchants to list a wide range of soft goods and digital assets to mid-market audiences, that, where appropriate, incorporate the benefits of blockchain. HUMBL provides merchants with the ability to list and sell goods with greater levels of authentication, by using technologies such as the HUMBL Token Engine and HUMBL Origin Assurance, to improve the merchant’s ability to trade, track and pay for assets. Through our online marketplace we also allow for the listing of non-fungible tokens (NFTs). NFTs allow entities and individuals such as athletes, celebrities, agencies, artists and companies to monetize their digital images, multimedia content and catalogues on the blockchain. HUMBL provides a marketplace for artists and athletes to connect online in the sale of digital collectibles to fans and collectors and provides a rigorous set of terms and conditions that govern what can and cannot be listed on the marketplace. We currently review all listings to screen for graphic content, potential intellectual property rights violations, and potential securities law violations. The NFT marketplace is operated through a third-party marketplace plug-in (OpenSea), electronic wallet extensions (such as MetaMask), and the Ethereum blockchain. Users participate in the NFT marketplace by linking their digital wallets to our platform and engaging (e.g., buying, selling, bidding) with the NFTs listed on our platform. The services provided by HUMBL are administrative. HUMBL is a platform and does not act as a broker, financial institution, or creditor. We facilitate transactions between the buyer and seller in the auction/sale process but we are not a party to any agreement between the buyer and seller or between any users. We receive revenue from the NFT marketplace in two ways. First, for some clients HUMBL provides design services to help artists, athletes and entertainers create NFTs to be sold to their fans. In these circumstances HUMBL typically receives a flat fee for providing such services that is paid out of the sales price of the NFT. The size of the fee depends on the scope and complexity of the design services provided. Second, HUMBL receives a transaction fee each time an NFT sells on the NFT marketplace. The NFT marketplace allows creators to mint NFTs using their own intellectual property and list those NFTs for sale (primary sales) on the marketplace. The NFT marketplace also allows for NFTs to be resold (secondary sales) on the platform, but currently only NFTs that were originally minted on the Company’s NFT Marketplace or are otherwise approved by the Company may be listed for secondary sales on the Marketplace. The Company does not otherwise support or influence the market for the resale of NFTs sold on its platform. Other than requiring creators to attest they own the IP used to create their NFTs and monitoring for obvious copyright violations, the Company does not enforce any rights related to the primary or secondary sales of NFTs. Payment transactions for the purchase and sale of NFTs are made through the use of smart contracts on the Ethereum blockchain. The Company does not handle separate, off-chain payments for NFTs. Tracking and payment of resale royalty fees are accomplished automatically through the use of smart contracts. The Company is not responsible for distributing or managing resale royalty fees. In September of 2021, HUMBL launched HUMBL Tickets, initially focused on the offering of secondary (resale) tickets to thousands of live events across North America. The inventory listings and ticket fulfillment are provided by Ticket Evolution and HUMBL earns a commission for each sale. In addition to its subsidiary Tickeri, the Company will continue to work with clients to merge the realms of NFTs, event tickets and blockchain authentication. HUMBL Financial HUMBL Financial has developed to package step-function technologies such as blockchain into “several clicks” for the customer. In 2021, HUMBL Financial created BLOCK ETX products to simplify digital asset investing for customers and institutions seeking exposure to a new, 24/7 digital asset class. We have launched this product in 100 countries outside the United States. HUMBL Financial has developed proprietary, multi-factor blockchain indexes, trading algorithms and financial services for the new digital asset trading markets to accommodate index, active and thematic investment strategies. BLOCK ETXs are completely non-custodial, algorithmically driven software services that allow customers to purchase and hold digital assets in pre-set allocations through their own digital asset exchange accounts. BLOCK ETXs are compatible for United States customers who have accounts with Coinbase Pro, Bittrex US or Binance US and for non-US customers who have accounts with Bittrex Global. BLOCK ETXs were served first on the desktop and web version of the HUMBL platform, with the goal of future applications inside the HUMBL mobile application. HUMBL Financial is open to the licensing of the BLOCK ETXs to institutions and exchanges. HUMBL Financial also plans to offer trusted, third-party financial services in areas such as payments, investments, credit card services and lending across the HUMBL platform over time. In February 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue to monitor the regulatory environment with respect to these products. In accordance with ASC 205-20-50-1(a), the timing of the disposal was February 28, 2022. The Company met the criteria for the BLOCK ETX operations to be classified as held for sale at that time. Going Concern Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. We incurred an increasing working capital deficit and accumulated deficit as of December 31, 2021 as we ramped up operations significantly in this period and incurred debt to assist in supporting our operations. As of December 31, 2021, we had $ 3,493,213 We had a working capital deficit of $ 20,965,419 1,560,832 1,000,000 2,000,000 3,000,000 We expect that the revenue generating operations of the Company will continue to improve the liquidity of the Company moving forward. However, going forward, the effect of the pandemic on the capital markets may limit our ability to raise additional capital on the terms acceptable to us at the time we need it, if at all. The challenges related to remote work and travel restrictions that we as a smaller company have faced in striving to meet our disclosure obligations in a timely manner while taking the steps to protect the health and safety of our employees have impacted, and may continue to further impact, our ability to raise additional capital. The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. The Company has made strategic acquisitions in the first few months of 2022 to enhance their core products and their intellectual property. Management believes these acquisitions will result in increased profitability. The Company plans to raise additional capital through the exercising of their warrants as well as through future debt and equity financings to carry out its business plan. Obtaining additional financing and the successful development of the Company’s segments including their new Blockchain Services group, ultimately, to profitable operations, are necessary for the Company to continue operations. Impact of COVID-19 The COVID-19 pandemic previously had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine rollouts and the emergence of virus mutations. COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets. Our ability to access the capital markets and maintain existing operations is unknown during the COVID-19 pandemic. Any such limitation on available financing and how we conduct business with our customers and vendors would adversely affect our business. Because the federal government and some state and local authorities are reacting to the many variants of COVID-19, it is creating uncertainty on whether these actions could disrupt the operation of the Company’s business and have an adverse effect on the Company. The extent to which the COVID-19 outbreak may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small businesses were eligible for a loan to fund payroll expenses, rent and related costs. The Company received forgiveness of their PPP loans during 2021. | |||
Tickeri Inc [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS Tickeri, Inc. (the “Company” or “Tickeri”) is a leading ticketing, live events and box office SaaS platform featuring Latin events and artists throughout the United States, Latin America, and the Caribbean corridor. The Company, a Delaware corporation was formed on January 2, 2020. On June 3, 2021 HUMBL, Inc. (“HUMBL”) acquired the Company in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 December 31, 2022 5 Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered losses and has not generated significant revenues as of yet as they are still in the very early stages of their business. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Impact of COVID-19 The recent unprecedented events related to COVID-19, the disease caused by the novel coronavirus (SARS-CoV-2), have had significant health, economic, and market impacts and may have short-term and long-term adverse effects on our business that we cannot predict as the global pandemic continues to evolve. The extent and effectiveness of responses by governments and other organizations also cannot be predicted. Our ability to maintain existing operations has been affected during the COVID-19 pandemic. Going forward any possible adverse effects on the business are uncertain given any possible limitations on how we conduct business with our customers and vendors. | NOTE 1: NATURE OF OPERATIONS Tickeri, Inc. (the “Company” or “Tickeri”) is a leading ticketing, live events and box office SaaS platform featuring Latin events and artists throughout the United States, Latin America, and the Caribbean corridor. The Company, a Delaware corporation was formed on January 2, 2020. On June 3, 2021 HUMBL, Inc. (“HUMBL”) acquired the Company in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 December 31, 2022 5 Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered losses and has not generated significant revenues as of yet as they are still in the very early stages of their business. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Impact of COVID-19 The recent unprecedented events related to COVID-19, the disease caused by the novel coronavirus (SARS-CoV-2), have had significant health, economic, and market impacts and may have short-term and long-term adverse effects on our business that we cannot predict as the global pandemic continues to evolve. The extent and effectiveness of responses by governments and other organizations also cannot be predicted. Our ability to maintain existing operations has been affected during the COVID-19 pandemic. Going forward any possible adverse effects on the business are uncertain given any possible limitations on how we conduct business with our customers and vendors. | |||
Monster Creative LLC [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS Monster Creative, LLC. (the “Company” or “Monster”) is a Hollywood production studio that specializes in producing movie trailers and other related content. The Company, a California limited liability corporation was formed on September 18, 2018. On June 30, 2021, HUMBL, Inc. (“HUMBL”) acquired Monster. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5% 18 500,000 5% April 1, 2022 three years Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered losses and has not generated significant revenues as of yet as they are still in the very early stages of their business. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Impact of COVID-19 The recent unprecedented events related to COVID-19, the disease caused by the novel coronavirus (SARS-CoV-2), have had significant health, economic, and market impacts and may have short-term and long-term adverse effects on our business that we cannot predict as the global pandemic continues to evolve. The extent and effectiveness of responses by governments and other organizations also cannot be predicted. Our ability to maintain existing operations has been affected during the COVID-19 pandemic. Going forward any possible adverse effects on the business are uncertain given any possible limitations on how we conduct business with our customers and vendors. | NOTE 1: NATURE OF OPERATIONS Monster Creative, LLC. (the “Company” or “Monster”) is a Hollywood production studio that specializes in producing movie trailers and other related content. The Company, a California limited liability corporation was formed on September 18, 2018. On June 30, 2021, HUMBL, Inc. (“HUMBL”) acquired Monster. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5% 18 500,000 5% April 1, 2022 three years Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered losses and has not generated significant revenues as of yet as they are still in the very early stages of their business. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Impact of COVID-19 The recent unprecedented events related to COVID-19, the disease caused by the novel coronavirus (SARS-CoV-2), have had significant health, economic, and market impacts and may have short-term and long-term adverse effects on our business that we cannot predict as the global pandemic continues to evolve. The extent and effectiveness of responses by governments and other organizations also cannot be predicted. Our ability to maintain existing operations has been affected during the COVID-19 pandemic. Going forward any possible adverse effects on the business are uncertain given any possible limitations on how we conduct business with our customers and vendors. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. As the acquisition of HUMBL resulted in the owners of HUMBL gaining control over the combined entity after the transaction, and the shareholders of Tesoro Enterprises, Inc. continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (HUMBL) and was equivalent to the issuance of shares by HUMBL for the net monetary assets of Tesoro Enterprises, Inc. accompanied by a recapitalization. As a result, all historical balances are those of HUMBL as they are the accounting acquirer. Under generally accepted accounting principles of the United States, any excess of the fair value of the shares issued by HUMBL over the value of the net monetary assets of Tesoro Enterprises, Inc. is recognized as a reduction of equity. There was no excess of fair value in this transaction. Principles of Consolidation The consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. HUMBL, Inc. holds 100% of Tickeri, Monster and Ixaya. The Company formed additional subsidiaries that are inactive and have no activity for future use. The Company applies the guidance of Topic 805 Business Combinations For Tickeri, Monster and Ixaya, the Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets was applied to goodwill as there were no identifiable intangible assets acquired. Reclassification The Company has reclassified certain amounts in the 2021 financial statements to comply with the 2022 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the three months ended March 31, 2021. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results could differ from those estimates. Cash and Restricted Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no In 2022, the Company established a service to their HUMBL Pay app users. The service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre (“Wyre”) to purchase digital assets (cryptocurrency). As it can take 5 to 8 business days to physically settle funds in the Wyre wallet, there may be delays in digital assets being received by customers and the delivery of BLOCKS in a BitGo wallet (“BitGo”). BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS. These timing differences occur, and on March 31, 2022, we had an unfunded liability of $ 219,733 The BitGo account is not the Company’s account; however represents the pool of all BLOCKS held by and allocated to HUMBL Pay users accounts. The users may choose to transfer the purchased BLOCKS to their individual wallets outside of HUMBL and as of March 31, 2022, approximately 25 Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. The Company accounts for revenues based on the verticals in which they were earned. The four principal verticals in which the Company operates today are HUMBL Mobile Wallet, HUMBL Marketplace, HUMBL Financial and HUMBL Blockchain Services. HUMBL Mobile Wallet (formerly HUMBL Pay) The Company is anticipated to earn transaction revenues primarily from fees charged to merchants and consumers on a transaction basis through the Company’s mobile application. These fees may have a fixed and/or variable component. The variable component is generally a percentage of the value of the payment amount and is known at the time the transaction is processed. For a portion of our transactions, the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. The Company may estimate the amount of fee refunds that will be processed each quarter and record a provision against the net revenues. The volume of activity processed on the platform, which results in transaction revenue, is referred to as Total Payment Volume (“TPV”). The Company will earn additional fees on transactions where currency conversion is performed, when cross-border transactions are enabled (i.e., transactions where the merchant and consumer are in different countries), to facilitate the instant transfer of funds for customers from their HUMBL account to their debit card or bank account, and other miscellaneous fees. The Company will rely on third party partners to perform all money transmission services. The Company may earn revenues from other value-added services, which are comprised primarily of revenue earned through partnerships, referral fees, subscription fees, gateway fees, ticketing, peer-to-peer payments and other services that will be provided to merchants and consumers. These contracts typically have one performance obligation which is provided and recognized over the term of the contract. The transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may be necessary to estimate the transaction price using the expected value method. The Company is expected to record revenue earned in revenues from other value-added services on a net basis when they are considered the agent with respect to processing transactions. HUMBL Marketplace The Company recognizes revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. Net transaction revenues The net transaction revenues will primarily include final value fees, feature fees, including fees to promote listings, and listing fees from sellers in our Marketplace. The net transaction revenues will also include store subscription and other fees often from large enterprise sellers. The net transaction revenues are reduced by incentives provided to customers. The Company has identified one performance obligation to sellers on the Marketplace platform, which is to connect buyers and sellers on the secure and trusted Marketplace platforms. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract. Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires. Further, to drive traffic to the platform, the Company will provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the incentive is paid or promise to be paid. Promotions and incentives to most buyers on our Marketplace platforms, to whom there is no performance obligation, are recognized as sales and marketing expense. In addition, there may be credits provided to customers when certain fees are refunded. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available. Ticketing Revenues The Company with the acquisition of Tickeri and launch of HUMBL Tickets recognizes revenues from their ticketing services primarily from service fees, commissions and payment processing fees charged at the time a ticket for an event is sold. We also derive revenues from providing certain creators with account management services and customer support. Our customers are primarily event creators who use our platform to sell tickets to attendees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. We allocate the transaction price by estimating a standalone selling price for each performance obligation using a cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. The Company recognizes rental revenue for the days in the month the suite is being rented in that month. Marketing services and other revenues Marketing services and other revenues are derived principally from the sale of advertisements, classifieds fees, and revenue sharing arrangements. Advertising revenue is derived principally from the sale of online advertisements which are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers. The Company uses the output method and apply the practical expedient to recognize advertising revenue in the amount to which they have a right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur. HUMBL Financial Revenue was recognized upon transfer of control of services to customers in an amount to which the Company expects to be entitled in exchange for those services. Service subscription revenue is recognized for the month in which services are provided. If a customer pays for an annual subscription, revenue is allocated over the months in the subscription and recognized for each month of the service provided. In February 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue to monitor the regulatory environment with respect to these products. In accordance with ASC 205-20-50-1(a), the timing of the disposal was February 28, 2022. HUMBL Blockchain Services The Company disaggregates revenue from contracts with customers into product revenues and services revenues. Product revenue related contracts with customers begin upon contract inception when a purchase order for a specific customer order of a product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product. Service revenues primarily consist of revenues derived from maintenance support and the use of the Company’s service platforms and application programming interface (“APIs”) on a subscription basis. The Company generates this revenue from fees for maintenance and support, monthly active user fees, SaaS fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period. The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer that combines the software functionality, maintenance and hosting into a single performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance obligation. Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of March 31, 2022 and December 31, 2021, there was no Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated. The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows. Fair Value of Financial Instruments ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments. Leases The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. Currency Translation Ixaya’s functional currency is the Mexican Peso and its reporting currency is the United States dollar. Transactions denominated in the functional currency are converted into United States dollars using the exchange rate in effect at the date of the transaction or the average rate for the period in the case of revenue and expense transactions. Monetary assets and liabilities are re-valued into the reporting currency at each balance sheet date using the exchange rate in effect at the balance sheet date, with any resulting exchange gains or losses being credited or charged to accumulated other comprehensive income (loss). Non-monetary assets and liabilities are recorded in the reporting currency using the exchange rate in effect at the date of the transaction and are not revalued for subsequent changes in exchange rates. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period. Digital Assets Digital assets, including non-fungible tokens and cryptocurrencies, are included in the consolidated balance sheets. We have ownership of and control over our digital assets and may use third party custodial services to secure them. Digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assign costs to digital asset transactions on a first-in, first-out basis. Gains or losses are not recorded until realized upon sale(s). We determine the fair value of our digital assets on a nonrecurring basis, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform a quarterly, or more frequent review to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges on any day during the quarter, indicate that it is more likely than not that our digital assets are impaired. The cost basis of digital assets will not be adjusted upward for subsequent increases in fair value. Such impairment in the value of digital assets is recorded as a component of other operating expenses in our consolidated statements of operations. We recorded an impairment loss of approximately $ 45,318 Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Segment Reporting The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. For 2021, the Company established three distinct operating segments: HUMBL Marketplace; HUMBL Pay; and HUMBL Financial. Most of the operations for the year ended December 31, 2021 were conducted in North America. Commencing January 1, 2022, the Company simplified their business model to segment their business into two distinct divisions: Consumer and Commercial. The 2021 segments were all considered part of the consumer division. All of the Company’s sales are from North America, therefore the Company has determined that segment reporting by geographic location was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report segment information by location. Recent Accounting Pronouncements In August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe that this new guidance will have a material impact on its financial statements. On March 31, 2022, the SEC added Staff Accounting Bulletin (“SAB”) No. 121 (“SAB 121”) into Section FF to Topic 5. The interpretations in this SAB express views of the staff regarding the accounting for entities that have obligations to safeguard crypto-assets held for their platform users. In connection with these services, these entities and/or their agents may safeguard the platform users’ crypto-assets and also maintain the cryptographic key information necessary to access the crypto-asset. The obligations associated with these arrangements involve unique risks and uncertainties not present in arrangements to safeguard assets that are not crypto-assets, including technological, legal, and regulatory risks and uncertainties. These risks can have a significant impact on the entity’s operations and financial condition. The staff believes that the recognition, measurement, and disclosure guidance in this SAB will enhance the information received by investors and other uses of financial statements about these risks, thereby assisting them in making investment and other capital allocation decisions. This guidance should be applied no later than the financial statements covering the first interim or annual report ending after June 15, 2022, with retroactive application as of the beginning of the fiscal year to which the interim or annual period relates. Upon adoption of this guidance, the Company expects to reflect the asset and liability related to the digital assets held on the Company’s platform of approximately $ 1,000,000 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. | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. As the acquisition of HUMBL resulted in the owners of HUMBL gaining control over the combined entity after the transaction, and the shareholders of Tesoro Enterprises, Inc. continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (HUMBL) and was equivalent to the issuance of shares by HUMBL for the net monetary assets of Tesoro Enterprises, Inc. accompanied by a recapitalization. As a result, all historical balances are those of HUMBL as they are the accounting acquirer. Under generally accepted accounting principles of the United States, any excess of the fair value of the shares issued by HUMBL over the value of the net monetary assets of Tesoro Enterprises, Inc. is recognized as a reduction of equity. There was no excess of fair value in this transaction. Principles of Consolidation The consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. HUMBL, Inc. holds 100% of Tickeri and Monster. The Company formed two additional subsidiaries in Singapore and Australia that are inactive and have no activity. The Company applies the guidance of Topic 805 Business Combinations For Tickeri and Monster, the Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets was applied to goodwill as there were no identifiable intangible assets acquired. Reclassification The Company has reclassified certain amounts in the 2020 financial statements to comply with the 2021 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the year ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results could differ from those estimates. Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. The Company accounts for revenues based on the verticals in which they were earned. The three principal verticals in which the Company operates today are HUMBL Pay, HUMBL Marketplace, and HUMBL Financial. HUMBL Pay The Company is anticipated to earn transaction revenues primarily from fees charged to merchants and consumers on a transaction basis through the Company’s mobile application. These fees may have a fixed and/or variable component. The variable component is generally a percentage of the value of the payment amount and is known at the time the transaction is processed. For a portion of our transactions, the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. The Company may estimate the amount of fee refunds that will be processed each quarter and record a provision against the net revenues. The volume of activity processed on the platform, which results in transaction revenue, is referred to as Total Payment Volume (“TPV”). The Company will earn additional fees on transactions where currency conversion is performed, when cross-border transactions are enabled (i.e., transactions where the merchant and consumer are in different countries), to facilitate the instant transfer of funds for customers from their HUMBL account to their debit card or bank account, and other miscellaneous fees. The Company will rely on third party partners to perform all money transmission services. The Company may earn revenues from other value-added services, which are comprised primarily of revenue earned through partnerships, referral fees, subscription fees, gateway fees, ticketing, peer-to-peer payments and other services that will be provided to merchants and consumers. These contracts typically have one performance obligation which is provided and recognized over the term of the contract. The transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may be necessary to estimate the transaction price using the expected value method. The Company is expected to record revenue earned in revenues from other value-added services on a net basis when they are considered the agent with respect to processing transactions. HUMBL Marketplace The Company recognizes revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. Net transaction revenues The net transaction revenues will primarily include final value fees, feature fees, including fees to promote listings, and listing fees from sellers in our Marketplace. The net transaction revenues will also include store subscription and other fees often from large enterprise sellers. The net transaction revenues are reduced by incentives provided to customers. The Company has identified one performance obligation to sellers on the Marketplace platform, which is to connect buyers and sellers on the secure and trusted Marketplace platforms. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract. Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires. Further, to drive traffic to the platform, the Company will provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the incentive is paid or promise to be paid. Promotions and incentives to most buyers on our Marketplace platforms, to whom there is no performance obligation, are recognized as sales and marketing expense. In addition, there may be credits provided to customers when certain fees are refunded. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available. Ticketing Revenues The Company with the acquisition of Tickeri and launch of HUMBL Tickets recognizes revenues from their ticketing services primarily from service fees, commissions and payment processing fees charged at the time a ticket for an event is sold. We also derive revenues from providing certain creators with account management services and customer support. Our customers are primarily event creators who use our platform to sell tickets to attendees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. We allocate the transaction price by estimating a standalone selling price for each performance obligation using a cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. The Company recognizes rental revenue for the days in the month the suite is being rented in that month. Marketing services and other revenues Marketing services and other revenues are derived principally from the sale of advertisements, classifieds fees, and revenue sharing arrangements. Advertising revenue is derived principally from the sale of online advertisements which are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers. The Company uses the output method and apply the practical expedient to recognize advertising revenue in the amount to which they have a right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur. HUMBL Financial Revenue is recognized upon transfer of control of services to customers in an amount to which the Company expects to be entitled in exchange for those services. Service subscription revenue is recognized for the month in which services are provided. If a customer pays for an annual subscription, revenue is allocated over the months in the subscription and recognized for each month of the service provided. Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2021 and 2020, there was no Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. Prior to the merger with the Company, HUMBL LLC was a partnership. All losses generated were passed through to the individual members, and there was no provision for income taxes. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated. The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows. Fair Value of Financial Instruments ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments. Leases The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Segment Reporting The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. For the year ended December 31, 2020 the Company and its chief operating decision makers determined that the Company operated in one segment as they were developing their business model. Effective 2021, the Company has established three distinct operating segments: HUMBL Marketplace; HUMBL Pay; and HUMBL Financial. Most of the operations for the year ended December 31, 2021 and 2020, respectively were conducted in North America. Less than 4% of the Company’s sales were from outside of North America, therefore the Company has determined that segment reporting by geographic location was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report segment information by location. Recent Accounting Pronouncements In August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements. 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. | |||
Tickeri Inc [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Ticketing Revenues We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of March 31, 2021 and December 31, 2020, there was no Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 842 Leases Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Ticketing Revenues The Company recognizes revenues from their ticketing services primarily from service fees and payment processing fees charged at the time a ticket for an event is sold. We also derive revenues from providing certain creators with account management services and customer support. Our customers are primarily event creators who use our platform to sell tickets to attendees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. We allocate the transaction price by estimating a standalone selling price for each performance obligation using a cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2020, there was no Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 842 Leases Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | |||
Monster Creative LLC [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of June 30, 2021 and December 31, 2020, respectively. The Company maintains cash balances in excess of the FDIC insured limit at a single bank. The Company does not consider this risk to be material. Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of June 30, 2021 and December 31, 2020, there was no allowance necessary. Income Taxes The Company is taxed as a partnership for Federal income tax purposes. Therefore, the Company will record no provision or liability for Federal income tax. Partners are individually taxed on their proportionate share of the Company’s earnings. Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 842 Leases Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of December 31, 2020 and 2019, respectively. The Company maintains cash balances in excess of the FDIC insured limit at a single bank. The Company does not consider this risk to be material. Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2020 and 2019, there was no allowance necessary. Income Taxes The Company is taxed as a partnership for Federal income tax purposes. Therefore, the Company will record no provision or liability for Federal income tax. Partners are individually taxed on their proportionate share of the Company’s earnings. Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 842 Leases Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. |
REVERSE MERGER
REVERSE MERGER | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Merger | |
REVERSE MERGER | NOTE 3: REVERSE MERGER HUMBL LLC On December 3, 2020, HUMBL LLC merged into the Company in what is accounted for as a reverse merger. Under the terms of the Merger Agreement, HUMBL LLC exchanged 100% 552,029 7,450,000,000 To assume control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 40,000 The Series A Preferred Stock is not convertible into common stock, however, it has voting rights of 10,000 votes per 1 share of stock As the acquisition of HUMBL resulted in the owners of HUMBL gaining control over the combined entity after the transaction, and the shareholders of Tesoro Enterprises, Inc. continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (HUMBL) and was equivalent to the issuance of shares by HUMBL for the net monetary assets of Tesoro Enterprises, Inc. accompanied by a recapitalization. As a result, all historical balances are those of HUMBL as they are the accounting acquirer. There were no outstanding liabilities of Tesoro Enterprises, Inc. that remained at the time of the merger so no amounts were assumed by HUMBL. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
ACQUISITIONS | NOTE 4: BUSINESS COMBINATIONS AND ACQUISITIONS OF ASSETS Tickeri On June 3, 2021, the Company acquired the assets and liabilities of Tickeri noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) Due to seller - Notes payable – related parties - Payable – officer - Note payable - bank - ) $ 20,000,000 The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 3, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. Monster On June 30, 2021, the Company acquired the assets and liabilities of Monster noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 The consideration paid for the acquisition of Monster was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 30, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. BizSecure On February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. (“BizSecure”). The Company determined this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the US Air Force and BizSecure’s Mobile ID technology. The Company entered into employment agreements with two BizSecure employees as part of the agreement to help integrate the Mobile ID technology into the Company’s larger suite of products and help operate the blockchain services division. The assets acquired from BizSecure represented the majority of the operations of the entity and BizSecure post-acquisition has only conducted nominal operations and has no employees. The Company issued 13,200,000 26,800,000 two 6,756,000 4,526,520 two SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2022 Customer relationships $ 275,000 Intellectual property - software 2,500,000 Goodwill 3,981,000 $ 6,756,000 The consideration paid for the acquisition of assets of BizSecure was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2022 Common stock $ 2,229,480 Contingent consideration (RSUs) 4,526,520 Total consideration $ 6,756,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of February 12, 2022. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; and (iii) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The goodwill is not expected to be deductible for tax purposes. Ixaya On March 3, 2022, the Company acquired the assets and liabilities of Ixaya noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2022 Cash $ 1,325 Accounts receivables 24,446 Goodwill 1,008,642 Intellectual property - software 650,000 Accounts payable and accrued expenses (10,700 ) Payable – officer (9,834 ) Note payable - bank (13,879 ) $ 1,650,000 The consideration paid for the acquisition of Ixaya was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2022 Cash $ 150,000 Common stock 1,500,000 Total consideration $ 1,650,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of March 3, 2022. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. During the three months ended March 31, 2022, the Company impaired $ 1,008,642 The goodwill was not expected to be deductible for tax purposes. The following table shows the unaudited pro-forma results for the three months ended March 31, 2022 and 2021, as if the acquisitions had occurred on January 1, 2021. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Tickeri, Monster, BizSecure, Ixaya and the Company for 2021, and BizSecure, Ixaya and the Company for 2022. SCHEDULE OF PRO FORMA INFORMATION Three Months Ended (Unaudited) Revenues $ 413,644 Net loss $ (1,779,447 ) Net loss per share $ (0.00 ) Three Months Ended (Unaudited) Revenues $ 1,187,634 Net loss $ (12,304,705 ) Net loss per share $ (0.01 ) | NOTE 4: ACQUISITIONS Tickeri On June 3, 2021 we acquired Tickeri, Inc. (“Tickeri”) in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 The promissory notes are due and payable on or before December 31, 2022 5 The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) $ 20,000,000 The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 3, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. Monster Creative, LLC On June 30, 2021, we acquired Monster Creative, LLC (“Monster”). Monster is a Hollywood production studio that specializes in producing movie trailers and other related content. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5 18 500,000 5 April 1, 2022 The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 The consideration paid for the acquisition of Monster Creative, LLC was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 30, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. The following table shows the unaudited pro-forma results for the years ended December 31, 2021 and 2020, as if the acquisitions had occurred on January 1, 2020. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Tickeri, Monster and the Company. SCHEDULE OF PRO FORMA INFORMATION Year Ended (Unaudited) Revenues $ 3,121,680 Net loss $ (50,276,526 ) Net loss per share $ (0.05 ) Year Ended (Unaudited) Revenues $ 2,375,716 Net loss $ (763,007 ) Net loss per share $ (0.00 ) | |
Monster Creative LLC [Member] | |||
ACQUISITIONS | NOTE 7: ACQUISITION ACQUISITIONS On June 30, 2021, HUMBL, Inc. (“HUMBL”) acquired Monster. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5% 18 500,000 5% April 1, 2022 three years |
REVENUE
REVENUE | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | NOTE 5: REVENUE The following table disaggregates the Company’s revenue by major source for the three months ended March 31, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Three Months Ended March 31, 2022 2021 Revenue: Services - Production $ 826,552 $ - Services - Ixaya 18,384 - Merchandise 1,477 154,104 Tickets 295,239 - NFTs 1,063 - Rental income 2,842 - Other 1,577 - Total revenue $ 1,147,134 $ 154,104 There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. | NOTE 5: REVENUE The following table disaggregates the Company’s revenue by major source for the years ended December 31, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE 2021 2020 Years Ended December 31, 2021 2020 Revenue: Service - Production $ 1,104,322 $ - Merchant Fees 774,731 - Financial Services 265,025 - Merchandise 192,003 - Tickets 127,947 - NFTs 26,507 - Rental income 2,270 - Other 10,583 - Total revenue $ 2,503,388 $ - There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. | |||
Tickeri Inc [Member] | |||||
REVENUE | NOTE 3: REVENUE All revenue for the three months ended March 31, 2021 and period January 2, 2020 through March 31, 2020 was for ticketing services. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. | NOTE 3: REVENUE All revenue for the period January 2, 2020 through December 31, 2020 was for ticketing services. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. | |||
Monster Creative LLC [Member] | |||||
REVENUE | NOTE 3: REVENUE All of the Company’s revenue for the years ended December 31, 2020 and 2019 were generated from video content production. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. | NOTE 3: REVENUE All of the Company’s revenue for the years ended December 31, 2020 and 2019 were generated from video content production. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
FIXED ASSETS AND GOODWILL
FIXED ASSETS AND GOODWILL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
FIXED ASSETS AND GOODWILL | NOTE 7: INTANGIBLE ASSETS AND GOODWILL As of March 31, 2022 and December 31, 2021, the Company has the following intangible assets: SCHEDULE OF FINITELIVED INTANGIBLE ASSETS 2022 2021 Intellectual property - software – 5 $ 3,150,000 $ - Customer relationship – 5 275,000 - Accumulated amortization (91,716 ) - Intangible assets, net $ 3,333,284 $ - In February 2022, the Company acquired intangible assets from BizSecure valued at $ 2,775,000 650,000 Amortization expense for the three months ended March 31, 2022 was $ 91,716 As of March 31, 2022 and December 31, 2021, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL Ixaya - - 2022 2021 Tickeri $ 3,353,392 $ 3,353,392 Monster Creative 3,177,954 3,177,954 BizSecure 3,981,000 - Ixaya - - Goodwill $ 10,512,346 $ 6,531,346 In 2021, the Company evaluated ASC 350-20-50 for the goodwill associated with the two acquisitions. The Company determined that there was impairment of goodwill associated with the Tickeri acquisition of $ 16,733,272 5,470,150 In 2022, the Company evaluated ASC 350-20-50 for the goodwill associated with the BizSecure and Ixaya acquisitions. The Company determined that there was impairment of goodwill associated with the Ixaya acquisition of $ 1,008,642 | NOTE 6: FIXED ASSETS AND GOODWILL As of December 31, 2021 and 2020, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2021 2020 Non-residential property – 20 $ 345,497 $ - Equipment – 5 5,772 - Furniture and fixtures – 5 16,307 - Accumulated depreciation (11,129 ) - Fixed assets $ 356,447 $ - In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. Depreciation expense for the years ended December 31, 2021 was $ 11,129 As of December 31, 2021 and 2020, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL 2021 2020 Tickeri $ 3,353,392 $ - Monster Creative 3,177,954 - Goodwill $ 6,531,346 $ - The Company evaluated ASC 350-20-50 for the goodwill associated with the two acquisitions. The Company determined that there was impairment of goodwill associated with the Tickeri acquisition of $ 16,733,272 5,470,150 |
INTANGIBLE ASSETS _ DIGITAL CUR
INTANGIBLE ASSETS – DIGITAL CURRENCY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS – DIGITAL CURRENCY | NOTE 8: INTANGIBLE ASSETS – DIGITAL ASSETS In 2021, the Company purchased Ethereum, a digital asset to create NFTs for beta testing to determine whether they would be able to place them onto the HUMBL Marketplace’s NFT Gallery in addition to the NFTs others create that are on the NFT Gallery. The Company purchased $ 114,650 133,660 8,400 34,570 47,875 In 2022, the Company established a service to their HUMBL Pay app users. The “Buy Crypto, Earn Rewards” service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre to purchase digital assets (cryptocurrency) and earn rewards. These rewards are not paid by the Company, but by Wyre itself. As it can take 5 to 8 business days to physically settle funds in the Wyre wallet, there may be delays in digital assets being received by customers and the delivery of BLOCKS to BitGo. BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS. These timing differences occur, and on March 31, 2022, we had an unfunded liability of $ 219,733 The BitGo account is not the Company’s account; however, represents the pool of all BLOCKS held by and allocated to HUMBL Pay users accounts. The users may choose to transfer the purchased BLOCKS to their individual wallets outside of HUMBL and as of March 31, 2022, approximately 25% of those users did transfer their BLOCKS. In March 2022, the Company purchased an NFT for $ 406,046 In the three months ended March 31, 2022, the Company purchased $ 271,800 41,420 1,063 45,318 29,551 219,733 The value of the digital asset as of March 31, 2022 and December 31, 2021 is $ 438,104 406,040 2,695 The following table presents additional information about the Company’s digital asset holdings during the period ended March 31, 2022: SCHEDULE OF DIGITAL ASSET HOLDINGS Digital Assets Owned By HUMBL: Three Months Ended March 31, 2022 ETH BTC WETH DAI USDC Total Balance – January 1, 2022 $ 2,664 $ 28 $ - $ - $ 3 $ 2,695 Purchases of digital assets 271,800 - - - - 271,800 Purchases of digital assets by customers in the HUMBL Pay App - - - - 574,313 574,313 Purchases of BLOCKS for HUMBL Pay users (295,784 ) - - - (58,796 ) (354,580 ) Transfers 425,223 - 34,056 15,721 (475,000 ) - NFT commissions 1,063 - - - - 1,063 NFT purchase (338,104 ) - (23,590 ) (14,094 ) (30,252 ) (406,040 ) Advertising expenses (34,784 ) - - - 3,014 (31,770 ) Conferences (9,650 ) - - - - (9,650 ) Impairment – digital assets (42,580 ) - (1,972 ) (766 ) - (45,318 ) Gain (loss) on disposal of digital assets 27,976 - 1,571 7 (3 ) 29,551 Balance – March 31, 2022 $ 7,824 $ 28 $ 10,065 $ 868 $ 13,279 $ 32,064 Digital Assets held at March 31, 2022 2.390693611 0.00093788 4 868.26 - - Digital Assets Owned By HUMBL Pay Users ( SAB 121 disclosure Under SAB 121, companies are required to present the asset and liability at fair value for any crypto-assets and obligations to safeguard crypto-assets. The Company earns no revenue from providing this service to their customers. It is simply an added benefit that HUMBL Pay customers receive for using the app. The “Buy Crypto, Earn Rewards” service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre to purchase digital assets (cryptocurrency) and earn rewards. These rewards are not paid by the Company, but by Wyre itself. As it can take 5 to 8 business days to physically settle funds in Wyre, there may be delays in digital assets being received by customers and the delivery of BLOCKS to a BitGo. BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS. These timing differences occur, and on March 31, 2022, we had an unfunded liability of $ 219,733 1,000,000 | NOTE 7: INTANGIBLE ASSETS – DIGITAL CURRENCY In 2021, the Company purchased Ethereum, a digital currency to create NFTs for beta testing to determine whether they would be able to place them onto the HUMBL Marketplace’s NFT Gallery in addition to the NFTs others create that are on the NFT Gallery. The Company purchased $ 114,650 133,660 8,400 34,570 47,875 2,695 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
NOTES PAYABLE | NOTE 10: NOTES PAYABLE The Company entered into notes payable as follows as of March 31, 2022 and December 31, 2021. The chart below does not include notes payable that were repaid or converted during 2021: SCHEDULE OF NOTES PAYABLE 2022 2021 Notes payable ($ 250,000 2 July 30, 2022 $ 500,000 $ 500,000 EIDL loan at 3.75 May 18, 2050 2 731 150,000 150,000 Total 650,000 650,000 Less: Current portion (502,549 ) (501,828 ) Long-term debt $ 147,451 $ 148,172 SCHEDULE OF MATURITIES NOTES PAYABLE Maturities of notes payable for the next five years as of March 31 are as follows: 2023 $ 502,549 2024 2,856 2025 2,981 2026 3,095 2027 3,213 Thereafter 135,306 Total $ 650,000 In the acquisition of Tickeri, the Company assumed a PPP loan and an EIDL loan. The PPP loan was repaid in its entirety in the year ended December 31, 2021. In the acquisition of Monster a $ 66,117 3,853 789 18,003 | NOTE 8: NOTES PAYABLE The Company entered into notes payable as follows as of December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE 2021 2020 Note payable, at 8% December 31, 2021 $ - $ 40,000 Notes payable ($ 250,000 2% July 30, 2022 500,000 - EIDL loan at 3.75% May 18, 2050 2 731 150,000 - Total 650,000 40,000 Less: Current portion (501,828 ) (40,000 ) Long-term debt $ 148,172 $ - Maturities of notes payable for the next five years as of December 31 are as follows: SCHEDULE OF MATURITIES NOTES PAYABLE 2 2021 2022 $ 501,828 2023 2,845 2024 2,938 2025 3,066 2026 3,183 Thereafter 136,140 Total $ 650,000 In the acquisition of Tickeri, the Company assumed a PPP loan and an EIDL loan. The PPP loan was repaid in its entirety in the year ended December 31, 2021. In the acquisition of Monster a $ 66,117 17,358 552 14,150 | |||
Tickeri Inc [Member] | |||||
NOTES PAYABLE | NOTE 4: NOTES PAYABLE The Company entered into notes payable as follows as of March 31, 2021 and December 31, 2020: SCHEDULE OF NOTES PAYABLE March 31, 2021 December 31, 2020 PPP SBA loan - Tickeri $ 42,123 $ 42,123 EIDL loan - Tickeri 150,000 150,000 Total 192,123 192,123 Less: Current portion (192,123 ) (192,123 ) Long-term debt $ - $ - There was no interest recorded on the loans as they did not start commencing interest. | NOTE 4: NOTES PAYABLE The Company entered into notes payable as follows as of December 31, 2020: SCHEDULE OF NOTES PAYABLE December PPP SBA loan - Tickeri $ 42,123 EIDL loan - Tickeri 150,000 Total 192,123 Less: Current portion (192,123 ) Long-term debt $ - There was no interest recorded on the loans as they did not start commencing interest. | |||
Monster Creative LLC [Member] | |||||
NOTES PAYABLE | NOTE 4: NOTES PAYABLE The Company entered into notes payable as follows as of June 30, 2021 and December 31, 2020: SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 PPP SBA loan $ 66,117 $ 66,117 Total 66,117 66,117 Less: Current portion (66,117 ) (66,117 ) Long-term debt $ - $ - There was no interest expense for the six months ended June 30, 2021 and 2020 related to this loan. | NOTE 4: NOTES PAYABLE The Company entered into notes payable as follows as of December 31, 2020 and 2019: SCHEDULE OF NOTES PAYABLE December 31, 2020 December 31, 2019 PPP SBA loan $ 66,117 $ Total 66,117 - Less: Current portion (66,117 ) - Long-term debt $ - $ - There was no interest expense for the years ended December 31, 2020 and 2019 related to this loan. |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
NOTES PAYABLE – RELATED PARTIES | NOTE 11: NOTES PAYABLE – RELATED PARTIES The Company entered into notes payable as follows as of March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTIES 2022 2021 Notes payable ($ 5,000,000 5 December 3, 2022 $ 10,000,000 $ 10,000,000 Notes payable ($ 435,000 65,000 5 April 1, 2022 9,000 500,000 500,000 Notes payable ($ 271,250 215,000 3 December 31, 2022 486,250 486,250 Note payable with a company whose managing member is related to an officer and director of the Company, at 4 February 22, 2025 3,000,000 - Note payable with a company whose managing member is related to an officer and director of the Company, at 4 March 31, 2025 1,500,000 - Advance – officer – Ixaya, on demand, no interest 10,671 - Total 15,496,921 10,986,250 Less: Current portion (10,996,921 ) (10,986,250 ) Long-term debt $ 4,500,000 $ - SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES Maturities of notes payable – related parties as of March 31 is as follows: 2023 $ 10,996,921 2024 - 2025 4,500,000 Total $ 15,496,921 Interest expense for the three months ended March 31, 2022 and 2021 was $ 145,049 0 453,987 | NOTE 9: NOTES PAYABLE – RELATED PARTIES The Company entered into notes payable as follows as of December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTIES 2021 2020 Notes payable ($ 5,000,000 5% December 3, 2022 $ 10,000,000 $ - Notes payable ($ 435,000 65,000 5% April 1, 2022 500,000 - Notes payable ($ 271,250 215,000 3% December 31, 2022 486,250 - Total 10,986,250 - Less: Current portion (10,986,250 ) - Long-term debt $ - $ - SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES Maturities of notes payable – related parties as of December 31 is as follows: 2022 $ 10,986,250 Total $ 10,986,250 Interest expense for the years ended December 31, 2021 and 2020 was $ 308,938 0 308,938 | ||
Monster Creative LLC [Member] | ||||
NOTES PAYABLE – RELATED PARTIES | NOTE 5: NOTES PAYABLE – RELATED PARTIES The Company entered into notes payable as follows as of June 30, 2021 and December 31, 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTIES June 30, 2021 December 31, 2020 Officer $ - $ 399,512 Childress 215,000 380,500 Brandt 271,250 199,000 Total 486,250 979,012 Less: Current portion (486,250 ) (979,012 ) Long-term debt $ - $ - Interest expense for the six months ended June 30, 2021 and 2020 was $ 18,707 29,150 0 | NOTE 5: NOTES PAYABLE – RELATED PARTIES The Company entered into notes payable as follows as of December 31, 2020 and 2019: SCHEDULE OF NOTES PAYABLE RELATED PARTIES December 31, 2020 December 31, 2019 Officer $ 399,512 $ 860,513 Childress 380,500 373,000 Brandt 199,000 193,000 Total 979,012 1,426,513 Less: Current portion (979,012 ) (1,426,513 ) Long-term debt $ - $ - Interest expense for the years ended December 31, 2020 and 2019 was $ 49,977 60,128 0 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Convertible Promissory Notes | ||
CONVERTIBLE PROMISSORY NOTES | NOTE 12: CONVERTIBLE PROMISSORY NOTES The Company entered into convertible promissory notes as follows as of March 31, 2022 and December 31, 2021: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2022 2021 Convertible note, at 8 December 23, 2022 0.60 $ - $ 112,500 Convertible note, at 8 December 23, 2022 0.60 - 112,500 Convertible note at 10 July 14, 2022 3.15 300,000 3,300,000 3,300,000 Convertible note at 8 March 13, 2023 1.00 7,500 - 382,500 Convertible note at 8 March 13, 2023 1.00 8,250 - 420,750 Convertible note at 8 March 17, 2023 1.00 20,000 1,020,000 1,020,000 Convertible note at 8 March 19, 2023 1,00 9,750 - 497,250 Convertible note at 8 March 19, 2023 1.00 1,500 - 76,500 Convertible note at 8 March 19, 2023 1.00 3,000 - 153,000 Convertible note at 8 April 21, 2023 1.00 7,500 - 382,500 Convertible note at 8 April 21, 2023 1.00 7,500 - 382,500 Convertible note at 8 June 30, 2023 0.90 3,000 - 153,000 Convertible note at 8 September 12, 2023 0.60 6,000 - 306,000 Long term debt, gross 4,320,000 7,299,000 Less: Discounts (83,278 ) (1,674,175 ) Total $ 4,236,722 $ 5,624,825 On April 14, 2021 we received bridge financing in the form of a loan in the principal amount of $ 3,300,000 July 14, 2022 10 3.15 300,000 Under the terms of the note, Brighton Capital has a right of redemption commencing on the earlier of an effective date of a Registration Statement and the 12-month anniversary of the note, to cause us to redeem all or any portion of the note in cash or shares of our common stock, at the Company’s election. Any redemption with shares of our common stock shall be at the “market price” which is defined as 80% of our lowest closing trade price for the 10 consecutive trading days prior to the date on which the market price is measured. The note was to serve as a bridge loan to a $ 50,000,000 3,300,000 On October 26, 2021, the Company and BCP agreed to terminate the Equity Financing Agreement. The Company agreed to issue shares for the termination of the EFA in the registration statement they file. On May 13, 2021, the Company issued a convertible promissory note to investors for $ 382,500 7,500 March 13, 2023 750,000 7,500 257,531 On May 13, 2021, the Company issued a convertible promissory note to an investor for $ 420,750 8,250 March 13, 2023 825,000 8,250 283,284 On May 17, 2021, the Company issued a convertible promissory note to an investor for $ 1,020,000 20,000 March 17, 2023 20,000 On May 19, 2021, the Company issued a convertible promissory note to an investor for $ 497,250 9,750 975,000 9,750 317,561 On May 19, 2021, the Company issued a convertible promissory note to an investor for $ 76,500 1,500 March 19, 2023 150,000 1,500 48,855 On May 19, 2021, the Company issued a convertible promissory note to an investor for $ 153,000 3,000 March 19, 2023 300,000 3,000 97,711 On June 21, 2021, the Company issued a convertible promissory note to an investor for $ 382,500 7,500 April 21, 2023 750,000 7,500 274,172 100,828 On June 21, 2021, the Company issued a convertible promissory note to an investor for $ 382,500 7,500 April 21, 2023 750,000 7,500 274,172 100,828 On August 30, 2021, the Company issued a convertible promissory note to an investor for $ 153,000 3,000 June 30, 2023 375,000 3,000 102,486 On November 12, 2021, the Company issued a convertible promissory note to an investor for $ 306,000 6,000 September 12, 2023 1,000,000 6,000 197,791 Maturities of convertible promissory notes for the next two years as of March 31 are as follows (with discount): SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES 2023 $ 3,300,000 2024 1,020,000 Total $ 4,320,000 The Company recognized $ 0 2,055,219 Interest expense for the three months ended March 31, 2022 and 2021 was $ 159,654 4,438 340,370 20,597 387,651 On March 31, 2022, the Company entered into exchange agreements with most of their convertible note holders to exchange $ 2,979,000 197,804 37,374,170 | NOTE 10: CONVERTIBLE PROMISSORY NOTES The Company entered into convertible promissory notes as follows as of December 31, 2021 and 2020: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2021 2020 Convertible note, at 8% December 23, 2022 0.60 $ 112,500 $ 112,500 Convertible note, at 8% December 23, 2022 0.60 112,500 112,500 Convertible note at 10% July 14, 2022 3.15 300,000 3,300,000 - Convertible note at 8% March 13, 2023 1.00 7,500 382,500 - Convertible note at 8% March 13, 2023 1.00 8,250 420,750 - Convertible note at 8% March 17, 2023 1.00 20,000 1,020,000 - Convertible note at 8% March 19, 2023 1,00 9,750 497,250 - Convertible note at 8% March 19, 2023 1.00 1,500 76,500 - Convertible note at 8% March 19, 2023 1.00 3,000 153,000 - Convertible note at 8% April 21, 2023 1.00 7,500 382,500 - Convertible note at 8% April 21, 2023 1.00 7,500 382,500 - Convertible note at 8% June 30, 2023 0.90 3,000 153,000 - Convertible note at 8% September 12, 2023 0.60 6,000 306,000 - Long term debt, gross 7,299,000 225,000 Less: Discounts (1,674,175 ) (83,897 ) Total $ 5,624,825 $ 141,103 On April 14, 2021 we received bridge financing in the form of a loan in the principal amount of $ 3,300,000 15 July 14, 2022 10% 3.15 300,000 Under the terms of the note, Brighton Capital has a right of redemption commencing on the earlier of an effective date of a Registration Statement and the 12-month anniversary of the note, to cause us to redeem all or any portion of the note in cash or shares of our common stock, at the Company’s election. Any redemption with shares of our common stock shall be at the “market price” which is defined as 80% of our lowest closing trade price for the 10 consecutive trading days prior to the date on which the market price is measured. 50,000,000 3,300,000 On October 26, 2021, the Company and BCP agreed to terminate the Equity Financing Agreement. The Company agreed to issue shares for the termination of the EFA in the registration statement they file. On May 13, 2021, the Company issued a convertible promissory note to investors for $ 382,500 7,500 twenty-two March 13, 2023 750,000 7,500 257,531 On May 13, 2021, the Company issued a convertible promissory note to an investor for $ 420,750 8,250 twenty-two March 13, 2023 825,000 8,250 283,284 On May 17, 2021, the Company issued a convertible promissory note to an investor for $ 1,020,000 20,000 twenty-two March 17, 2023 20,000 On May 19, 2021, the Company issued a convertible promissory note to an investor for $ 497,250 9,750 twenty-two March 19, 2023 975,000 9,750 317,561 On May 19, 2021, the Company issued a convertible promissory note to an investor for $ 76,500 1,500 twenty-two March 19, 2023 150,000 1,500 48,855 On May 19, 2021, the Company issued a convertible promissory note to an investor for $ 153,000 3,000 twenty-two March 19, 2023 300,000 3,000 97,711 On June 21, 2021, the Company issued a convertible promissory note to an investor for $ 382,500 7,500 twenty-two April 21, 2023 750,000 7,500 274,172 100,828 On June 21, 2021, the Company issued a convertible promissory note to an investor for $ 382,500 7,500 twenty-two April 21, 2023 750,000 7,500 274,172 100,828 On August 30, 2021, the Company issued a convertible promissory note to an investor for $ 153,000 3,000 twenty-two June 30, 2023 375,000 3,000 102,486 On November 12, 2021, the Company issued a convertible promissory note to an investor for $ 306,000 6,000 twenty-two September 12, 2023 1,000,000 6,000 197,791 Maturities of convertible promissory notes for the next two years as of December 31 are as follows (with discount): SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES 2 2021 2022 $ 3,550,000 2023 3,749,000 Total $ 7,299,000 The Company recognized $ 2,055,219 85,939 Interest expense for the years ended December 31, 2021 and 2020 was $ 425,408 394 838,941 2,042 425,808 |
CONVERTIBLE PROMISSORY NOTES _
CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Convertible Promissory Notes Related Parties | ||
CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES | NOTE 13: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES The Company entered into convertible promissory notes as follows as of March 31, 2022 and December 31, 2021: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES 2022 2021 Convertible note at 5 December 31, 2022 1.20 6,525,000 975,000 $ 7,500,000 $ 7,500,000 Long term debt, gross 7,500,000 7,500,000 Less: Current portion (7,500,000 ) (7,500,000 ) Total $ - $ - Maturities of convertible promissory notes – related parties as of March 31 are as follows: SCHEDULE OF MATURITIES NOTES PAYABLE 2023 $ 7,500,000 Total $ 7,500,000 On June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom Power, LLC in the amount of $ 6,525,000 5 December 31, 2022 1.20 975,000 5 December 31, 2022 1.20 The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities. Interest expense for the three months ended March 31, 2022 and 2021 was $ 92,466 0 281,507 | NOTE 11: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES The Company entered into convertible promissory notes as follows as of December 31, 2021 and 2020: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES 2021 2020 Convertible note at 5% December 31, 2022 1.20 6,525,000 975,000 $ 7,500,000 $ - Long term debt, gross 7,500,000 - Less: Current portion (7,500,000 ) - Total $ - $ - Maturities of convertible promissory notes – related parties as of December 31 are as follows: SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES 2021 2022 $ 7,500,000 Total $ 7,500,000 On June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom Power, LLC in the amount of $ 6,525,000 5% December 31, 2022 1.20 975,000 5% December 31, 2022 1.20 The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities. Interest expense for the years ended December 31, 2021 and 2020 was $ 189,041 0 189,041 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 14: STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock As of March 31, 2022 and December 31, 2021, the Company has 10,000,000 7,000,000 570,000 0.00001 On October 29, 2021, the Series B Preferred Stock had their authorized shares reduced from 900,000 570,000 150,000 Series A Preferred Stock Dividends Conversion Redemption Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value. Voting Rights Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. Liquidation The 7,000,000 Series B Preferred Stock Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows: Dividends Conversion 10,000 Redemption Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value. Voting Rights Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. Liquidation HUMBL exchanged 100 552,029 one-for-four reverse stock split of the common shares 7,450,000,000 39,967 These shares have a lock-up provision that prevents the holders to convert into common stock for a period of one-year from the date of the merger of December 3, 2020, with the exception of those held by the CEO who has a two-year lock up provision. In addition, officers and directors that received these shares are subject to strict selling limitations, where the number of shares sold within the preceding three months cannot exceed the greater of: (a) 1% of the total outstanding common shares; and (b) the average weekly reported trading volume for the previous four weeks. On February 26, 2021, the Company issued 493 2,272 2,272 528 1,219 525 4,375 401,900 Between May 3 and May 6, 2021, the Company’s CEO converted 79,625,000 7,962 On July 6, 2021, the CEO of the Company cancelled 9,350 93,500,000 On November 19, 2021, the Company paid $ 215 215 In December 2021, there were 7,939 79,390,000 On March 17, 2022, the CEO of the Company cancelled 4,900 49,000,000 During the three months ended March 31, 2022, there were 22,064 220,640,000 As of March 31, 2022, the Company has 517,795 On October 29, 2021, the Company by Board consent approved an amendment to their Certificate of Amendment for the Series B Preferred Stock to (a) reduce the number of authorized shares of Series B Preferred stock to 570,000 for Series B Preferred shareholders holding greater than 750 shares of Series B Preferred Stock, for the calendar months of December 2021 and January 2022, Series B Preferred shareholders shall not have the right, whether by election, operation of law, or otherwise, to convert into Common Stock shares of Series B Preferred stock constituting more than 5% of the total number of Series B Preferred shares held by them; and for each of the calendar months from February 2022 to May 2023 Series B Preferred shareholder may convert is 3% of the total number of Series B Preferred shares held by them. This action was approved by Series B Shareholder consent. Common Stock The Company has 7,450,000,000 0.00001 1,317,065,639 1,023,039,433 5,000,000,000 7,450,000,000 In March 2021 there was an adjustment for 41,156 On April 26, 2021, the Company, issued 437,500 1,000,000 Between May 3 and May 6, 2021, the Company’s CEO converted 79,625,000 7,962 On June 3, 2021, the Company issued 9,345,794 10,000,000 On June 30, 2021, the Company issued 1,000,000 In December 2021, there were 7,939 79,390,000 During the year ended December 31, 2021, the Company issued 18,272,540 1,318,926 676,408 6,521,095 6,066,881 In the three months ended March 31, 2022, the Company: (a) issued 4,000,000 10,000,000 13,200,000 26,800,000 8,962,036 675,000 37,374,170 220,640,000 22,064 825,000 During the three months ended March 31, 2022, the Company expensed $ 1,440,464 4,626,417 1,120,176 198,750 26,831 Stock Incentive Plan On July 21, 2021, the Company established the HUMBL, Inc. 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed 20,000,000 The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing. Warrants On December 4, 2020, the Company granted 250,000,000 400,000 2 0.20 20,000,000 4,000,000 On December 23, 2020, the Company granted 12,500,000 1 1.00 On December 23, 2020, the Company entered into two separate convertible note agreements that are convertible into shares of common stock at $ 0.60 112,500 2 years 1.00 On May 13, 2021, the Company entered into two separate convertible note agreements that are convertible into shares of common stock at $ 1.00 1,575,000 2 1.00 540,815 On May 19, 2021, the Company entered into three separate convertible note agreements that are convertible into shares of common stock at $ 1.00 1,425,000 2 1.00 464,127 On May 21, 2021, the Company entered into a consulting agreement and granted 25,000,000 5 19,132,393 2,337,341 On June 21, 2021, the Company entered into two separate convertible note agreements that are convertible into shares of common stock at $ 1.00 1,500,000 2 1.00 548,344 On August 30, 2021, the Company entered into a convertible note agreement that is convertible into shares of common stock at $ 0.90 375,000 2 102,486 On October 6, 2021, the Company entered into a consulting agreement and granted 6,000,000 4 September 30, 2025 The warrants vest as follows: 750,000 per quarter for the quarters ended December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022; 1,000,000 upon release of a fully functional cryptocurrency wallet by December 31, 2021, which criteria was satisfied; and 2,000,000 upon the completion of peer-to-peer in the mobile application by March 31, 2022. 1,146,998 On November 12, 2021, the Company entered into a convertible note agreement that is convertible into shares of common stock at $ 0.60 1,000,000 2 197,791 On December 31, 2021, the Company entered into a consulting agreement and granted 1,500,000 2 500,000 250,000 112,410 On December 31, 2021, the Company entered into a consulting agreement and granted 2,500,000 2 750,000 150,000 168,615 The following represents a summary of the warrants: SCHEDULE OF WARRANTS ACTIVITIES Three Months Ended March 31, 2022 Year Ended December 31, 2021 Number Weighted Number Weighted Beginning balance 283,650,000 $ 0.32627 262,725,000 $ 0.23875 Granted - - 40,925,000 0.82643 Exercised (10,000,000 ) 0.20 (20,000,000 ) 0.20 Forfeited - - - - Expired - - - - Ending balance 273,650,000 $ 0.33088 283,650,000 $ 0.32627 Intrinsic value of warrants $ - $ 18,400,000 Weighted Average Remaining Contractual Life (Years) 1.95 2.19 As of March 31, 2022, 255,050,000 For the three months ended March 31, 2022 and 2021, the Company incurred stock-based compensation expense of $ 3,270,349 0 As of March 31, 2022, there remains unrecognized stock-based compensation expense related to these warrants of $ 17,411,672 Options On October 26, 2021, the Company granted 630,000 10 0.70 SUMMARY OF STOCK OPTION Three Months Ended March 31, 2022 Year Ended December 31, 2021 Number Weighted Number Weighted Beginning balance 630,000 $ 0.70 - $ - Granted - - 630,000 0.70 Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 630,000 $ 0.70 630,000 $ 0.70 Intrinsic value of warrants $ - $ - Weighted Average Remaining Contractual Life (Years) 9.57 9.82 For the three months ended March 31, 2022 and 2021, the Company incurred stock-based compensation expense of $ 36,750 0 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows: SUMMARY OF FAIR VALUE VALUATION TECHNIQUES Three Months Ended Year Ended March 31, 2022 December 31, 2021 Expected term - 2 10 Expected volatility - % 182 409 % Expected dividend yield - - Risk-free interest rate - % 0.10 0.58 % Restricted Stock Units (RSUs) On February 12, 2022, the Company granted 26,800,000 SCHEDULE OF RESTRICTED STOCK UNITS Three Months Ended March 31, 2022 Year Ended December 31, 2021 Number Weighted Number Weighted Beginning balance - $ - - $ - Granted 26,800,000 0.1689 - - Exercised - - - - Forfeited - - - - Vested - - - - Ending balance 26,800,000 $ 0.1689 - $ - For the three months ended March 31, 2022 and 2021, the Company expensed $ 0 0 | NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock As of December 31, 2021, the Company has 10,000,000 7,000,000 570,000 0.00001 On October 29, 2021, the Series B Preferred Stock had their authorized shares reduced from 900,000 570,000 150,000 Series A Preferred Stock Dividends Conversion Redemption Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value. Voting Rights Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. Liquidation The 7,000,000 Series B Preferred Stock Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows: Dividends Conversion 10,000 Redemption Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value. Voting Rights Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. Liquidation HUMBL exchanged 100 552,029 one-for-four reverse stock split 7,450,000,000 39,967 These shares have a lock-up provision that prevents the holders to convert into common stock for a period of one-year from the date of the merger of December 3, 2020, with the exception of those held by the CEO who has a two-year lock up provision. In addition, officers and directors that received these shares are subject to strict selling limitations, where the number of shares sold within the preceding three months cannot exceed the greater of: (a) 1% of the total outstanding common shares; and (b) the average weekly reported trading volume for the previous four weeks. On February 26, 2021, the Company issued 493 2,272 528 1,219 525 401,900 Between May 3 and May 6, 2021, the Company’s CEO converted 79,625,000 7,962 On July 6, 2021, the CEO of the Company cancelled 9,350 93,500,000 On November 19, 2021, the Company paid $ 215 215 In December 2021, there were 7,939 79,390,000 As of December 31, 2021 and 2020, the Company has 544,759 0 On October 29, 2021, the Company by Board consent approved an amendment to their Certificate of Amendment for the Series B Preferred Stock to (a) reduce the number of authorized shares of Series B Preferred stock to 570,000 for Series B Preferred shareholders holding greater than 750 shares of Series B Preferred Stock, for the calendar months of December 2021 and January 2022, Series B Preferred shareholders shall not have the right, whether by election, operation of law, or otherwise, to convert into Common Stock shares of Series B Preferred stock constituting more than 5% of the total number of Series B Preferred shares held by them Series B Preferred shareholder may convert is 3% of the total number of Series B Preferred shares held by them In addition to the conversion restrictions in the certificate of incorporation to which they are subject, HUMBL’s four founders have imposed additional limitations on their ability to convert and sell common stock. As of December 31, 2021, HUMBL’s CEO and co-founder, Brian Foote, owns approximately 43.5 Mr. Foote’s co-founders, Jeffrey Hinshaw, Michele Rivera and Karen Garcia own approximately 14.6 Series C Preferred Stock Dividends Conversion 5,000 Redemption Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series C Preferred Stock in cash at a price per share of Series C Preferred Stock equal to 100% of the liquidation value Voting Rights Holders of Series C Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of five thousand (5,000) votes for every share of Series C Preferred Stock held Liquidation On October 29, 2021, the Series C Preferred Stock was withdrawn. Common Stock The Company has 7,450,000,000 0.00001 1,023,039,433 974,177,443 5,000,000,000 7,450,000,000 In December 2020 following the reverse merger, the Company cancelled 25,000,000 In March 2021 there was an adjustment for 41,156 On April 26, 2021, the Company, issued 437,500 1,000,000 Between May 3 and May 6, 2021, the Company’s CEO converted 79,625,000 7,962 On June 3, 2021, the Company issued 9,345,794 10,000,000 On June 30, 2021, the Company issued 1,000,000 In December 2021, there were 7,939 79,390,000 . During the year ended December 31, 2021, the Company issued 18,272,540 1,318,926 676,408 6,521,095 6,066,881 Stock Incentive Plan On July 21, 2021, the Company established the HUMBL, Inc. 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed 20,000,000 The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing. Warrants On December 4, 2020, the Company granted 250,000,000 400,000 2 0.20 20,000,000 4,000,000 On December 23, 2020, the Company granted 12,500,000 1 1.00 On December 23, 2020, the Company entered into two separate convertible note agreements that are convertible into shares of common stock at $ 0.60 112,500 2 years 1.00 On May 13, 2021, the Company entered into two separate convertible note agreements that are convertible into shares of common stock at $ 1.00 1,575,000 2 1.00 540,815 On May 19, 2021, the Company entered into three separate convertible note agreements that are convertible into shares of common stock at $ 1.00 1,425,000 2 1.00 464,127 On May 21, 2021, the Company entered into a consulting agreement and granted 25,000,000 5 19,132,393 2,337,341 On June 21, 2021, the Company entered into two separate convertible note agreements that are convertible into shares of common stock at $ 1.00 1,500,000 2 1.00 548,344 On August 30, 2021, the Company entered into a convertible note agreement that is convertible into shares of common stock at $ 0.90 375,000 2 102,486 On October 6, 2021, the Company entered into a consulting agreement and granted 6,000,000 4 September 30, 2025 The warrants vest as follows: 750,000 per quarter for the quarters ended December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022; 1,000,000 upon release of a fully functional cryptocurrency wallet by December 31, 2021, which criteria was satisfied; and 2,000,000 upon the completion of peer-to-peer in the mobile application by March 31, 2022 1,146,998 On November 12, 2021, the Company entered into a convertible note agreement that is convertible into shares of common stock at $ 0.60 1,000,000 2 197,791 On December 31, 2021, the Company entered into a consulting agreement and granted 1,500,000 2 500,000 250,000 112,410 On December 31, 2021, the Company entered into a consulting agreement and granted 2,500,000 2 750,000 150,000 168,615 The following represents a summary of the warrants: SCHEDULE OF WARRANTS ACTIVITIES Year Ended December 31, 2021 Year Ended December 31, 2020 Number Weighted Price Number Weighted Price Beginning balance 262,725,000 $ 0.23875 - $ - Granted 40,925,000 0.82643 262,725,000 0.23875 Exercised (20,000,000 ) 0.20 - - Forfeited - - - - Expired - - - - Ending balance 283,650,000 $ 0.32627 262,725,000 $ 0.23875 Intrinsic value of warrants $ 18,400,000 $ 104,800,000 Weighted Average Remaining Contractual Life (Years) 2.19 1.88 As of December 31, 2021, 256,600,000 For the years ended December 31, 2021 and 2020, the Company incurred stock-based compensation expense of $ 3,765,363 and $ 0 , respectively for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants were calculated based on the black-scholes calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants. As of December 31, 2021, there remains unrecognized stock-based compensation expense related to these warrants of $ 20,682,021 19,213,864 1,468,157 Options On October 26, 2021, the Company granted 630,000 stock options to employees. These options have a term of 10 years and are exercisable into shares of common stock at a price of $ 0.70 per share. As of December 31, 2021, none of the stock options are vested. SUMMARY OF STOCK OPTION Year Ended December 31, 2021 Year Ended December 31, 2020 Number Weighted Price Number Weighted Price Beginning balance - $ - - $ - Granted 630,000 0.70 - - Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 630,000 $ 0.70 - $ - Intrinsic value of warrants $ - $ - Weighted Average Remaining Contractual Life (Years) 9.82 - For the years ended December 31, 2021 and 2020, the Company incurred stock-based compensation expense of $ 24,500 0 As of December 31, 2021, there remains unrecognized stock-based compensation expense related to these options of $ 416,496 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows: SUMMARY OF FAIR VALUE VALUATION TECHNIQUES Year Ended Year Ended December 31, 2021 December 31, 2020 Expected term 2 10 2 Expected volatility 182 409 % 761 % Expected dividend yield - - Risk-free interest rate 0.10 0.58 % 0.33 % | ||
Tickeri Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 5: STOCKHOLDERS’ EQUITY (DEFICIT) The Company has 10,000,000 0.00001 8,500,000 468 25,000 | NOTE 5: STOCKHOLDERS’ EQUITY (DEFICIT) The Company has 10,000,000 0.00001 8,500,000 468 25,000 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED-PARTY TRANSACTIONS | NOTE 15: RELATED-PARTY TRANSACTIONS Since May 13, 2019 when HUMBL was incorporated, they relied on entities that had common ownership to HUMBL for either assistance with payment of bills or for services rendered to assist HUMBL in bringing their products to market. The Company has not relied on these entities since early 2021 for this assistance. The amounts were largely for shared services that have ceased in 2021. The Company had recorded $ 0 15,200 In May 2022, the Company’s CEO contributed $ 406,040 | NOTE 13: RELATED-PARTY TRANSACTIONS Since May 13, 2019 when HUMBL was incorporated, they relied on entities that had common ownership to HUMBL for either assistance with payment of bills or for services rendered to assist HUMBL in bringing their products to market. The Company has not relied on these entities since early 2021 for this assistance. The amounts were largely for shared services that have ceased in 2021. The Company had recorded $ 15,200 89,491 | ||
Monster Creative LLC [Member] | ||||
RELATED-PARTY TRANSACTIONS | NOTE 6: RELATED-PARTY TRANSACTIONS An officer of the Company from time to time has funded operations at various points in unsecured advances. These advances as well as advances with relatives of the officers accrue interest at 5 | NOTE 6: RELATED-PARTY TRANSACTIONS An officer of the Company from time to time has funded operations at various points in unsecured advances. These advances as well as advances with relatives of the officers accrue interest at 5 |
COUNTRY RIGHTS OPTION
COUNTRY RIGHTS OPTION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Country Rights Option | ||
COUNTRY RIGHTS OPTION | NOTE 16: COUNTRY RIGHTS OPTION Tuigamala Group Pty Ltd On December 23, 2020, the Company and Tuigamala Group Pty Ltd, an Australian corporation (“TGP”), entered into a Securities Purchase Agreement whereby TGP agreed to purchase an option to purchase territory rights to 15 countries in the Oceania region (“Option”). The purchase price for this Option was $ 5,600,000 600,000 5,000,000 In addition to receiving the Option, TGP was granted a warrant to purchase 12,500,000 1.00 December 23, 2021 556,757 600,000 43,243 On February 26, 2021, the Company and TGP entered into a term sheet to revise the Option. The revised terms of the Option are that the Company would form a subsidiary in the Oceania region. TGP would purchase a 35 3,750,000 15,000,000 1,250,000 5,000,000 33.33 2,500,000 10,000,000 66.66 600,000 The Company and TGP were unable to come to agreement on new terms of this transaction and as of April 14, 2021 have terminated negotiations. TGP still owns the warrants received in December 2020. The Company is not obligated to return any of the $ 600,000 These warrants were assigned to Archumbl Pty Ltd. in May 2021. Aurea Group On March 15, 2021 we entered into a Securities Purchase Agreement with HUMBL CL SpA (“HUMBL CL”), an affiliate of Aurea Group Ventures (“Aurea Group”), a Chilean multi-family office, under which Aurea Group purchased shares of our common stock in return for exclusive country rights to Chile of our HUMBL products for a purchase price of up to $ 7,500,000 Under the terms of the Securities Purchase Agreement, HUMBL CL agreed to purchase 437,500 1,000,000 500,000 1,562,500 6,500,000 35 . The Securities Purchase Agreement provides that if HUMBL CL exercises its right to purchase the subsidiary interest, it will receive 35 On January 3, 2022, the Company entered into a Settlement Agreement with HUMBL CL whereby HUMBL issued HUMBL CL 4,000,000 The Company is still working with Aurea Group on Latin American business development opportunities for their products in key verticals such as: banking, merchant and financial services, real estate, hospitality, tourism, sports, festivals, entertainment and ticketing services in the region. | NOTE 14: COUNTRY RIGHTS OPTION Tuigamala Group Pty Ltd On December 23, 2020, the Company and Tuigamala Group Pty Ltd, an Australian corporation (“TGP”), entered into a Securities Purchase Agreement whereby TGP agreed to purchase an option to purchase territory rights to 15 countries in the Oceania region (“Option”). The purchase price for this Option was $ 5,600,000 600,000 5,000,000 In addition to receiving the Option, TGP was granted a warrant to purchase 12,500,000 1.00 two December 23, 2021 556,757 600,000 43,243 On February 26, 2021, the Company and TGP entered into a term sheet to revise the Option. The revised terms of the Option are that the Company would form a subsidiary in the Oceania region. TGP would purchase a 35 3,750,000 15,000,000 1,250,000 5,000,000 33.33 2,500,000 10,000,000 66.66 600,000 The Company and TGP were unable to come to agreement on new terms of this transaction and as of April 14, 2021 have terminated negotiations. TGP still owns the warrants received in December 2020. The Company is not obligated to return any of the $ 600,000 These warrants were assigned to Archumbl Pty Ltd. in May 2021. Aurea Group On March 15, 2021 we entered into a Securities Purchase Agreement with HUMBL CL SpA (“HUMBL CL”), an affiliate of Aurea Group Ventures (“Aurea Group”), a Chilean multi-family office, under which Aurea Group purchased shares of our common stock in return for exclusive country rights to Chile of our HUMBL products for a purchase price of up to $ 7,500,000 Under the terms of the Securities Purchase Agreement, HUMBL CL agreed to purchase 437,500 1,000,000 500,000 1,562,500 6,500,000 35 . The Securities Purchase Agreement provides that if HUMBL CL exercises its right to purchase the subsidiary interest, it will receive 35 On January 3, 2022, the Company entered into a Settlement Agreement with HUMBL CL whereby HUMBL issued HUMBL CL 4,000,000 The Company is still working with Aurea Group on Latin American business development opportunities for their products in key verticals such as: banking, merchant and financial services, real estate, hospitality, tourism, sports, festivals, entertainment and ticketing services in the region. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | NOTE 17: SEGMENT REPORTING The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information For 2021, the Company established three Less than 3-4% of the Company’s sales are from outside of North America, therefore the Company has determined that segment reporting by geographic location was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report segment information by location. SCHEDULE OF SEGMENT REPORTING Year Ended March 31, 2022 Consumer Commercial Total Segmented operating revenues $ 1,128,750 $ 18,384 $ 1,147,134 Cost of revenues 506,135 14,835 520,970 Gross profit 622,615 3,549 626,164 Total operating expenses net of depreciation, amortization and impairment 9,517,771 458,059 9,975,830 Depreciation, amortization and impairment 46,053 1,105,476 1,151,529 Other expenses (income) 1,966,758 (2,608 ) 1,964,150 (Loss) from continuing operations $ (10,907,967 ) $ (1,557,378 ) $ (12,465,345 ) Segmented assets as of March 31, 2022 Property and equipment, net $ 359,106 $ - $ 359,106 Intangible assets $ - $ 3,333,284 $ 3,333,284 Intangible assets – digital assets $ 32,064 $ 406,040 $ 438,104 Goodwill $ 6,531,346 $ 3,981,000 $ 10,512,346 Capital expenditures $ 8,510 $ - $ 8,510 Three Months Ended March 31, 2021 HUMBL Pay HUMBL Marketplace HUMBL Financial Total Segmented operating revenues $ - $ 154,104 $ - $ 154,104 Cost of revenues - 104,743 - 104,743 Gross profit - 49,361 - 49,361 Total operating expenses net of depreciation and amortization 841,719 365,875 - 1,207,594 Depreciation and amortization - - - - Other (income) expense 12,912 7,748 - 20,660 Income (loss) from continuing operations $ (854,631 ) $ (324,262 ) $ - $ (1,436,862 ) Segmented assets as of March 31, 2021 Property and equipment, net $ - $ - $ - $ - Intangible assets, net $ - $ - $ - $ - Capital expenditures $ - $ - $ - $ - The HUMBL Financial sector is reflected in discontinued operations on the consolidated statement of operations for the three months ended March 31, 2021. | NOTE 15: SEGMENT REPORTING The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information three SCHEDULE OF SEGMENT REPORTING Year Ended December 31, 2021 HUMBL Pay HUMBL Marketplace HUMBL Financial Total Segmented operating revenues $ 15,114 $ 2,224,506 $ 263,768 $ 2,503,388 Cost of revenues - 1,104,959 - 1,104,959 Gross profit 15,114 1,119,547 263,768 1,398,429 Total operating expenses net of depreciation, amortization and impairment 11,201,593 10,555,028 2,108,383 23,865,004 Depreciation, amortization and impairment 22,850 22,221,701 4,570 22,249,121 Other expenses 2,531,630 1,902,352 506,326 4,940,308 (Loss) from operations $ (13,740,959 ) $ (33,559,534 ) $ (2,355,511 ) $ (49,656,004 ) Segmented assets as of December 31, 2021 Property and equipment, net $ 9,794 $ 344,694 $ 1,959 $ 356,447 Intangible assets – digital assets $ - $ 2,695 $ - $ 2,695 Goodwill $ - $ 6,531,346 $ - $ 6,531,346 Capital expenditures $ 11,040 $ 354,328 $ 2,208 $ 367,576 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16: INCOME TAXES The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2021 and 2020: SUMMARY OF RECONCILING DIFFERENCES BETWEEN U.S. FEDERAL STATUTORY AND EFFECTIVE INCOME TAX RATE 2021 2020 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 8.90 % 6.90 % Permanent differences 0.00 % 0.00 % Stock compensation/consultant stock 19.80 % 0.00 % Debt discounts (2.27 )% 0.00 % Change in valuation allowance (47.43 )% (27.90 )% Totals 0.00 % (0.00 )% The following is a summary of the net deferred tax asset (liability) as of December 31, 2021 and 2020: SUMMARY DEFERRED TAX ASSET AND (LIABILITY) As of December 31, 2021 As of December 31, 2020 Deferred tax assets (liabilities): Net operating losses $ 580,302 $ 277,704 Stock compensation/consultant stock 3,308,200 - Debt discounts (378,743 ) - Other expense - - Total deferred tax assets (liabilities) 3,509,759 79,005 Less: Valuation allowance (3,509,759 ) (79,005 ) Net deferred tax assets (liabilities) $ - $ - Section 382 of the Internal Revenue Code provides an annual limitation on the amount of federal NOLs and tax credits that may be used in the event of an ownership change. During 2020, the Company wrote off all of the net operating losses due to an ownership change. The Company had a net operating loss carryforward totaling approximately $ 16,713,136 The Company classifies accrued interest and penalties, if any, for unrecognized tax benefits as part of income tax expense. The Company did not accrue any penalties or interest as of December 31, 2021 and 2020. The provision (benefit) for income taxes for the year ended December 31, 2021 and 2020 is as follows and represents minimum state taxes: SUMMARY OF PROVISION (BENEFIT) FOR INCOME TAXES 2021 2020 Current $ 800 $ 800 Deferred - - Total $ 800 $ 800 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 18: SUBSEQUENT EVENTS In the period April 1, 2022 through May 11, 2022, the Company issued 151,650,000 15,165 In April 2022, the Company issued 198,750 In May 2022, the Company’s CEO contributed $ 406,040 | NOTE 17: SUBSEQUENT EVENTS In accordance with ASC 855-10-50-1, the Company has evaluated subsequent events through March 30, 2022 which is the date that the financial statements were available to be issued. The Company has evaluated subsequent events through the date the financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure. On January 3, 2022, the Company entered into a Settlement Agreement with HUMBL CL whereby HUMBL issued HUMBL CL 4,000,000 On January 21, 2022, the Company issued 10,000,000 2,000,000 From January 1, 2022 through March 30, 2022, the Company issued 675,000 On February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. (“BizSecure”). The Company acquired certain assets of BizSecure including tradenames, trademarks and logos; the Self Sovereign Identity Wallet; digital files, technology, specification sheets, product design information, code, algorithms; and customer contracts. The Company entered into employment agreements with two BizSecure employees as part of the agreement. The Company issued 13,200,000 26,800,000 two 6,756,000 4,526,520 two On February 22, 2022, the Company entered into a promissory note with a limited liability company, that is managed by a related party in the amount of $ 3,000,000 4 February 22, 2025 Effective, February 28, 2022, the Company met the criteria for the BLOCK ETX operations to be classified as held for sale at that time pursuant to ASC 205-20-50-1(a). On March 3, 2022, the Company acquired Ixaya Business SA de CV, a Mexican corporation (“Ixaya”), under a Stock Purchase Agreement (“Ixaya SPA”). The acquisition of Ixaya was for $ 150,000 8,962,036 1,500,000 1,650,000 On March 25, 2022, the Company cancelled 175,000 On March 25, 2022, the Company’s CEO unilaterally cancelled 4,900 49,000,000 On March 30, 2022, the Company entered into a promissory note with a limited liability company, that is managed by a related party in the amount of $ 1,500,000 4 March 30, 2025 In the period January 1, 2022 through March 30, 2022, the Company issued 220,640,000 22,064 | ||
Tickeri Inc [Member] | ||||
SUBSEQUENT EVENTS | NOTE 6: SUBSEQUENT EVENTS On June 3, 2021 HUMBL, Inc. (“HUMBL”) acquired the Company in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 December 31, 2022 5 | NOTE 6: SUBSEQUENT EVENTS On June 3, 2021 HUMBL, Inc. (“HUMBL”) acquired the Company in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 December 31, 2022 5 | ||
Monster Creative LLC [Member] | ||||
SUBSEQUENT EVENTS | NOTE 7: SUBSEQUENT EVENTS On June 30, 2021, HUMBL, Inc. (“HUMBL”) acquired Monster. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5% 18 500,000 5% April 1, 2022 three years |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3: DISCONTINUED OPERATIONS BLOCK ETX Effective February 28, 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue to monitor the regulatory environment with respect to these products. Per ASC 205-20-50-1(a), the timing of the disposal was February 28, 2022. The Company met the criteria for the BLOCK ETX operations to be classified as held for sale at that time. All subscription revenues recognized in January and February 2022, were refunded to the subscribers. The only amounts reflected as discontinued operations in 2022 relate to the direct expenses attributable to the BLOCK ETX product line that include direct payroll and direct subcontractor costs. These amounts are reflected in the loss for discontinued operations as noted in the chart below. SCHEDULE OF LOSS FOR DISCONTINUED OPERATIONS 2022 Revenue $ - Cost of revenue - Gross (loss) - Operating expenses 7,945 Operating and non-operating expenses - Loss from discontinued operations $ (7,945 ) The Company paid the refunds to the subscribers in the three months ended March 31, 2022. The Company commenced operations of the BLOCK ETX products in March 2021. The Company has reclassified the statement of operations for the three months ended March 31, 2021 to reflect the subscription revenue and the direct expenses attributable to the BLOCK ETX product line that included direct payroll and direct subcontractor costs. These amounts are reflected in the loss for discontinued operations as noted in the chart below. 2021 Revenue $ 2,156 Cost of revenue - Gross profit 2,156 Operating and non-operating expenses (260,125 ) Loss from discontinued operations $ (257,969 ) |
BUSINESS COMBINATIONS AND ACQUI
BUSINESS COMBINATIONS AND ACQUISITIONS OF ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
BUSINESS COMBINATIONS AND ACQUISITIONS OF ASSETS | NOTE 4: BUSINESS COMBINATIONS AND ACQUISITIONS OF ASSETS Tickeri On June 3, 2021, the Company acquired the assets and liabilities of Tickeri noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) Due to seller - Notes payable – related parties - Payable – officer - Note payable - bank - ) $ 20,000,000 The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 3, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. Monster On June 30, 2021, the Company acquired the assets and liabilities of Monster noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 The consideration paid for the acquisition of Monster was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 30, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. BizSecure On February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. (“BizSecure”). The Company determined this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the US Air Force and BizSecure’s Mobile ID technology. The Company entered into employment agreements with two BizSecure employees as part of the agreement to help integrate the Mobile ID technology into the Company’s larger suite of products and help operate the blockchain services division. The assets acquired from BizSecure represented the majority of the operations of the entity and BizSecure post-acquisition has only conducted nominal operations and has no employees. The Company issued 13,200,000 26,800,000 two 6,756,000 4,526,520 two SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2022 Customer relationships $ 275,000 Intellectual property - software 2,500,000 Goodwill 3,981,000 $ 6,756,000 The consideration paid for the acquisition of assets of BizSecure was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2022 Common stock $ 2,229,480 Contingent consideration (RSUs) 4,526,520 Total consideration $ 6,756,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of February 12, 2022. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; and (iii) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The goodwill is not expected to be deductible for tax purposes. Ixaya On March 3, 2022, the Company acquired the assets and liabilities of Ixaya noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2022 Cash $ 1,325 Accounts receivables 24,446 Goodwill 1,008,642 Intellectual property - software 650,000 Accounts payable and accrued expenses (10,700 ) Payable – officer (9,834 ) Note payable - bank (13,879 ) $ 1,650,000 The consideration paid for the acquisition of Ixaya was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2022 Cash $ 150,000 Common stock 1,500,000 Total consideration $ 1,650,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of March 3, 2022. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. During the three months ended March 31, 2022, the Company impaired $ 1,008,642 The goodwill was not expected to be deductible for tax purposes. The following table shows the unaudited pro-forma results for the three months ended March 31, 2022 and 2021, as if the acquisitions had occurred on January 1, 2021. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Tickeri, Monster, BizSecure, Ixaya and the Company for 2021, and BizSecure, Ixaya and the Company for 2022. SCHEDULE OF PRO FORMA INFORMATION Three Months Ended (Unaudited) Revenues $ 413,644 Net loss $ (1,779,447 ) Net loss per share $ (0.00 ) Three Months Ended (Unaudited) Revenues $ 1,187,634 Net loss $ (12,304,705 ) Net loss per share $ (0.01 ) | NOTE 4: ACQUISITIONS Tickeri On June 3, 2021 we acquired Tickeri, Inc. (“Tickeri”) in a debt and stock transaction totaling $ 20,000,000 20,000,000 10,000,000 10,000,000 4,672,897 5,000,000 The promissory notes are due and payable on or before December 31, 2022 5 The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) $ 20,000,000 The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 3, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. Monster Creative, LLC On June 30, 2021, we acquired Monster Creative, LLC (“Monster”). Monster is a Hollywood production studio that specializes in producing movie trailers and other related content. Monster was founded by Doug Brandt and Kevin Childress. Monster will collaborate with HUMBL in the production of NFTs and other digital content. The purchase price for all of the membership interests in Monster was paid through the issuance of one convertible note and one non-convertible note to each of Doug Brandt and Kevin Childress in the aggregate principal amount of $ 8,000,000 7,500,000 1.20 5 18 500,000 5 April 1, 2022 The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 The consideration paid for the acquisition of Monster Creative, LLC was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of June 30, 2021. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Company has up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. The goodwill is not expected to be deductible for tax purposes. The following table shows the unaudited pro-forma results for the years ended December 31, 2021 and 2020, as if the acquisitions had occurred on January 1, 2020. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Tickeri, Monster and the Company. SCHEDULE OF PRO FORMA INFORMATION Year Ended (Unaudited) Revenues $ 3,121,680 Net loss $ (50,276,526 ) Net loss per share $ (0.05 ) Year Ended (Unaudited) Revenues $ 2,375,716 Net loss $ (763,007 ) Net loss per share $ (0.00 ) |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 6: FIXED ASSETS As of March 31, 2022 and December 31, 2021, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2022 2021 Non-residential property – 20 $ 345,497 $ 345,497 Equipment – 5 14,282 5,772 Furniture and fixtures – 5 16,307 16,307 Accumulated depreciation (16,980 ) (11,129 ) Fixed assets $ 359,106 $ 356,447 In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. Depreciation expense for the three months ended March 31, 2022 was $ 5,851 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS AND GOODWILL | NOTE 7: INTANGIBLE ASSETS AND GOODWILL As of March 31, 2022 and December 31, 2021, the Company has the following intangible assets: SCHEDULE OF FINITELIVED INTANGIBLE ASSETS 2022 2021 Intellectual property - software – 5 $ 3,150,000 $ - Customer relationship – 5 275,000 - Accumulated amortization (91,716 ) - Intangible assets, net $ 3,333,284 $ - In February 2022, the Company acquired intangible assets from BizSecure valued at $ 2,775,000 650,000 Amortization expense for the three months ended March 31, 2022 was $ 91,716 As of March 31, 2022 and December 31, 2021, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL Ixaya - - 2022 2021 Tickeri $ 3,353,392 $ 3,353,392 Monster Creative 3,177,954 3,177,954 BizSecure 3,981,000 - Ixaya - - Goodwill $ 10,512,346 $ 6,531,346 In 2021, the Company evaluated ASC 350-20-50 for the goodwill associated with the two acquisitions. The Company determined that there was impairment of goodwill associated with the Tickeri acquisition of $ 16,733,272 5,470,150 In 2022, the Company evaluated ASC 350-20-50 for the goodwill associated with the BizSecure and Ixaya acquisitions. The Company determined that there was impairment of goodwill associated with the Ixaya acquisition of $ 1,008,642 | NOTE 6: FIXED ASSETS AND GOODWILL As of December 31, 2021 and 2020, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2021 2020 Non-residential property – 20 $ 345,497 $ - Equipment – 5 5,772 - Furniture and fixtures – 5 16,307 - Accumulated depreciation (11,129 ) - Fixed assets $ 356,447 $ - In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. Depreciation expense for the years ended December 31, 2021 was $ 11,129 As of December 31, 2021 and 2020, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL 2021 2020 Tickeri $ 3,353,392 $ - Monster Creative 3,177,954 - Goodwill $ 6,531,346 $ - The Company evaluated ASC 350-20-50 for the goodwill associated with the two acquisitions. The Company determined that there was impairment of goodwill associated with the Tickeri acquisition of $ 16,733,272 5,470,150 |
INTANGIBLE ASSETS _ DIGITAL ASS
INTANGIBLE ASSETS – DIGITAL ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS – DIGITAL ASSETS | NOTE 8: INTANGIBLE ASSETS – DIGITAL ASSETS In 2021, the Company purchased Ethereum, a digital asset to create NFTs for beta testing to determine whether they would be able to place them onto the HUMBL Marketplace’s NFT Gallery in addition to the NFTs others create that are on the NFT Gallery. The Company purchased $ 114,650 133,660 8,400 34,570 47,875 In 2022, the Company established a service to their HUMBL Pay app users. The “Buy Crypto, Earn Rewards” service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre to purchase digital assets (cryptocurrency) and earn rewards. These rewards are not paid by the Company, but by Wyre itself. As it can take 5 to 8 business days to physically settle funds in the Wyre wallet, there may be delays in digital assets being received by customers and the delivery of BLOCKS to BitGo. BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS. These timing differences occur, and on March 31, 2022, we had an unfunded liability of $ 219,733 The BitGo account is not the Company’s account; however, represents the pool of all BLOCKS held by and allocated to HUMBL Pay users accounts. The users may choose to transfer the purchased BLOCKS to their individual wallets outside of HUMBL and as of March 31, 2022, approximately 25% of those users did transfer their BLOCKS. In March 2022, the Company purchased an NFT for $ 406,046 In the three months ended March 31, 2022, the Company purchased $ 271,800 41,420 1,063 45,318 29,551 219,733 The value of the digital asset as of March 31, 2022 and December 31, 2021 is $ 438,104 406,040 2,695 The following table presents additional information about the Company’s digital asset holdings during the period ended March 31, 2022: SCHEDULE OF DIGITAL ASSET HOLDINGS Digital Assets Owned By HUMBL: Three Months Ended March 31, 2022 ETH BTC WETH DAI USDC Total Balance – January 1, 2022 $ 2,664 $ 28 $ - $ - $ 3 $ 2,695 Purchases of digital assets 271,800 - - - - 271,800 Purchases of digital assets by customers in the HUMBL Pay App - - - - 574,313 574,313 Purchases of BLOCKS for HUMBL Pay users (295,784 ) - - - (58,796 ) (354,580 ) Transfers 425,223 - 34,056 15,721 (475,000 ) - NFT commissions 1,063 - - - - 1,063 NFT purchase (338,104 ) - (23,590 ) (14,094 ) (30,252 ) (406,040 ) Advertising expenses (34,784 ) - - - 3,014 (31,770 ) Conferences (9,650 ) - - - - (9,650 ) Impairment – digital assets (42,580 ) - (1,972 ) (766 ) - (45,318 ) Gain (loss) on disposal of digital assets 27,976 - 1,571 7 (3 ) 29,551 Balance – March 31, 2022 $ 7,824 $ 28 $ 10,065 $ 868 $ 13,279 $ 32,064 Digital Assets held at March 31, 2022 2.390693611 0.00093788 4 868.26 - - Digital Assets Owned By HUMBL Pay Users ( SAB 121 disclosure Under SAB 121, companies are required to present the asset and liability at fair value for any crypto-assets and obligations to safeguard crypto-assets. The Company earns no revenue from providing this service to their customers. It is simply an added benefit that HUMBL Pay customers receive for using the app. The “Buy Crypto, Earn Rewards” service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre to purchase digital assets (cryptocurrency) and earn rewards. These rewards are not paid by the Company, but by Wyre itself. As it can take 5 to 8 business days to physically settle funds in Wyre, there may be delays in digital assets being received by customers and the delivery of BLOCKS to a BitGo. BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS. These timing differences occur, and on March 31, 2022, we had an unfunded liability of $ 219,733 1,000,000 | NOTE 7: INTANGIBLE ASSETS – DIGITAL CURRENCY In 2021, the Company purchased Ethereum, a digital currency to create NFTs for beta testing to determine whether they would be able to place them onto the HUMBL Marketplace’s NFT Gallery in addition to the NFTs others create that are on the NFT Gallery. The Company purchased $ 114,650 133,660 8,400 34,570 47,875 2,695 |
NOTE PAYABLE - BANK
NOTE PAYABLE - BANK | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - BANK | NOTE 9: NOTE PAYABLE - BANK On March 3, 2022 with the acquisition of Ixaya, the Company assumed a loan with Citibanamex. The loan is due in monthly payments of $ 7,110 350 14,305 4,152 10,153 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. As the acquisition of HUMBL resulted in the owners of HUMBL gaining control over the combined entity after the transaction, and the shareholders of Tesoro Enterprises, Inc. continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (HUMBL) and was equivalent to the issuance of shares by HUMBL for the net monetary assets of Tesoro Enterprises, Inc. accompanied by a recapitalization. As a result, all historical balances are those of HUMBL as they are the accounting acquirer. Under generally accepted accounting principles of the United States, any excess of the fair value of the shares issued by HUMBL over the value of the net monetary assets of Tesoro Enterprises, Inc. is recognized as a reduction of equity. There was no excess of fair value in this transaction. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. As the acquisition of HUMBL resulted in the owners of HUMBL gaining control over the combined entity after the transaction, and the shareholders of Tesoro Enterprises, Inc. continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (HUMBL) and was equivalent to the issuance of shares by HUMBL for the net monetary assets of Tesoro Enterprises, Inc. accompanied by a recapitalization. As a result, all historical balances are those of HUMBL as they are the accounting acquirer. Under generally accepted accounting principles of the United States, any excess of the fair value of the shares issued by HUMBL over the value of the net monetary assets of Tesoro Enterprises, Inc. is recognized as a reduction of equity. There was no excess of fair value in this transaction. | |||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. HUMBL, Inc. holds 100% of Tickeri, Monster and Ixaya. The Company formed additional subsidiaries that are inactive and have no activity for future use. The Company applies the guidance of Topic 805 Business Combinations For Tickeri, Monster and Ixaya, the Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets was applied to goodwill as there were no identifiable intangible assets acquired. | Principles of Consolidation The consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. HUMBL, Inc. holds 100% of Tickeri and Monster. The Company formed two additional subsidiaries in Singapore and Australia that are inactive and have no activity. The Company applies the guidance of Topic 805 Business Combinations For Tickeri and Monster, the Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets was applied to goodwill as there were no identifiable intangible assets acquired. | |||
Reclassification | Reclassification The Company has reclassified certain amounts in the 2021 financial statements to comply with the 2022 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the three months ended March 31, 2021. | Reclassification The Company has reclassified certain amounts in the 2020 financial statements to comply with the 2021 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the year ended December 31, 2020. | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results could differ from those estimates. | |||
Cash | Cash and Restricted Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no In 2022, the Company established a service to their HUMBL Pay app users. The service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre (“Wyre”) to purchase digital assets (cryptocurrency). As it can take 5 to 8 business days to physically settle funds in the Wyre wallet, there may be delays in digital assets being received by customers and the delivery of BLOCKS in a BitGo wallet (“BitGo”). BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS. These timing differences occur, and on March 31, 2022, we had an unfunded liability of $ 219,733 The BitGo account is not the Company’s account; however represents the pool of all BLOCKS held by and allocated to HUMBL Pay users accounts. The users may choose to transfer the purchased BLOCKS to their individual wallets outside of HUMBL and as of March 31, 2022, approximately 25 | Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no | |||
Fixed Assets and Long-Lived Assets | Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. | Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. | |||
Revenue Recognition | Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. The Company accounts for revenues based on the verticals in which they were earned. The four principal verticals in which the Company operates today are HUMBL Mobile Wallet, HUMBL Marketplace, HUMBL Financial and HUMBL Blockchain Services. HUMBL Mobile Wallet (formerly HUMBL Pay) The Company is anticipated to earn transaction revenues primarily from fees charged to merchants and consumers on a transaction basis through the Company’s mobile application. These fees may have a fixed and/or variable component. The variable component is generally a percentage of the value of the payment amount and is known at the time the transaction is processed. For a portion of our transactions, the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. The Company may estimate the amount of fee refunds that will be processed each quarter and record a provision against the net revenues. The volume of activity processed on the platform, which results in transaction revenue, is referred to as Total Payment Volume (“TPV”). The Company will earn additional fees on transactions where currency conversion is performed, when cross-border transactions are enabled (i.e., transactions where the merchant and consumer are in different countries), to facilitate the instant transfer of funds for customers from their HUMBL account to their debit card or bank account, and other miscellaneous fees. The Company will rely on third party partners to perform all money transmission services. The Company may earn revenues from other value-added services, which are comprised primarily of revenue earned through partnerships, referral fees, subscription fees, gateway fees, ticketing, peer-to-peer payments and other services that will be provided to merchants and consumers. These contracts typically have one performance obligation which is provided and recognized over the term of the contract. The transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may be necessary to estimate the transaction price using the expected value method. The Company is expected to record revenue earned in revenues from other value-added services on a net basis when they are considered the agent with respect to processing transactions. HUMBL Marketplace The Company recognizes revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. Net transaction revenues The net transaction revenues will primarily include final value fees, feature fees, including fees to promote listings, and listing fees from sellers in our Marketplace. The net transaction revenues will also include store subscription and other fees often from large enterprise sellers. The net transaction revenues are reduced by incentives provided to customers. The Company has identified one performance obligation to sellers on the Marketplace platform, which is to connect buyers and sellers on the secure and trusted Marketplace platforms. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract. Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires. Further, to drive traffic to the platform, the Company will provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the incentive is paid or promise to be paid. Promotions and incentives to most buyers on our Marketplace platforms, to whom there is no performance obligation, are recognized as sales and marketing expense. In addition, there may be credits provided to customers when certain fees are refunded. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available. Ticketing Revenues The Company with the acquisition of Tickeri and launch of HUMBL Tickets recognizes revenues from their ticketing services primarily from service fees, commissions and payment processing fees charged at the time a ticket for an event is sold. We also derive revenues from providing certain creators with account management services and customer support. Our customers are primarily event creators who use our platform to sell tickets to attendees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. We allocate the transaction price by estimating a standalone selling price for each performance obligation using a cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. The Company recognizes rental revenue for the days in the month the suite is being rented in that month. Marketing services and other revenues Marketing services and other revenues are derived principally from the sale of advertisements, classifieds fees, and revenue sharing arrangements. Advertising revenue is derived principally from the sale of online advertisements which are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers. The Company uses the output method and apply the practical expedient to recognize advertising revenue in the amount to which they have a right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur. HUMBL Financial Revenue was recognized upon transfer of control of services to customers in an amount to which the Company expects to be entitled in exchange for those services. Service subscription revenue is recognized for the month in which services are provided. If a customer pays for an annual subscription, revenue is allocated over the months in the subscription and recognized for each month of the service provided. In February 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue to monitor the regulatory environment with respect to these products. In accordance with ASC 205-20-50-1(a), the timing of the disposal was February 28, 2022. HUMBL Blockchain Services The Company disaggregates revenue from contracts with customers into product revenues and services revenues. Product revenue related contracts with customers begin upon contract inception when a purchase order for a specific customer order of a product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product. Service revenues primarily consist of revenues derived from maintenance support and the use of the Company’s service platforms and application programming interface (“APIs”) on a subscription basis. The Company generates this revenue from fees for maintenance and support, monthly active user fees, SaaS fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period. The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer that combines the software functionality, maintenance and hosting into a single performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance obligation. | Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. The Company accounts for revenues based on the verticals in which they were earned. The three principal verticals in which the Company operates today are HUMBL Pay, HUMBL Marketplace, and HUMBL Financial. HUMBL Pay The Company is anticipated to earn transaction revenues primarily from fees charged to merchants and consumers on a transaction basis through the Company’s mobile application. These fees may have a fixed and/or variable component. The variable component is generally a percentage of the value of the payment amount and is known at the time the transaction is processed. For a portion of our transactions, the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. The Company may estimate the amount of fee refunds that will be processed each quarter and record a provision against the net revenues. The volume of activity processed on the platform, which results in transaction revenue, is referred to as Total Payment Volume (“TPV”). The Company will earn additional fees on transactions where currency conversion is performed, when cross-border transactions are enabled (i.e., transactions where the merchant and consumer are in different countries), to facilitate the instant transfer of funds for customers from their HUMBL account to their debit card or bank account, and other miscellaneous fees. The Company will rely on third party partners to perform all money transmission services. The Company may earn revenues from other value-added services, which are comprised primarily of revenue earned through partnerships, referral fees, subscription fees, gateway fees, ticketing, peer-to-peer payments and other services that will be provided to merchants and consumers. These contracts typically have one performance obligation which is provided and recognized over the term of the contract. The transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may be necessary to estimate the transaction price using the expected value method. The Company is expected to record revenue earned in revenues from other value-added services on a net basis when they are considered the agent with respect to processing transactions. HUMBL Marketplace The Company recognizes revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. Net transaction revenues The net transaction revenues will primarily include final value fees, feature fees, including fees to promote listings, and listing fees from sellers in our Marketplace. The net transaction revenues will also include store subscription and other fees often from large enterprise sellers. The net transaction revenues are reduced by incentives provided to customers. The Company has identified one performance obligation to sellers on the Marketplace platform, which is to connect buyers and sellers on the secure and trusted Marketplace platforms. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract. Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires. Further, to drive traffic to the platform, the Company will provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the incentive is paid or promise to be paid. Promotions and incentives to most buyers on our Marketplace platforms, to whom there is no performance obligation, are recognized as sales and marketing expense. In addition, there may be credits provided to customers when certain fees are refunded. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available. Ticketing Revenues The Company with the acquisition of Tickeri and launch of HUMBL Tickets recognizes revenues from their ticketing services primarily from service fees, commissions and payment processing fees charged at the time a ticket for an event is sold. We also derive revenues from providing certain creators with account management services and customer support. Our customers are primarily event creators who use our platform to sell tickets to attendees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. We allocate the transaction price by estimating a standalone selling price for each performance obligation using a cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. The Company recognizes rental revenue for the days in the month the suite is being rented in that month. Marketing services and other revenues Marketing services and other revenues are derived principally from the sale of advertisements, classifieds fees, and revenue sharing arrangements. Advertising revenue is derived principally from the sale of online advertisements which are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers. The Company uses the output method and apply the practical expedient to recognize advertising revenue in the amount to which they have a right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur. HUMBL Financial Revenue is recognized upon transfer of control of services to customers in an amount to which the Company expects to be entitled in exchange for those services. Service subscription revenue is recognized for the month in which services are provided. If a customer pays for an annual subscription, revenue is allocated over the months in the subscription and recognized for each month of the service provided. | |||
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of March 31, 2022 and December 31, 2021, there was no | Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2021 and 2020, there was no | |||
Income Taxes | Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. | Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. Prior to the merger with the Company, HUMBL LLC was a partnership. All losses generated were passed through to the individual members, and there was no provision for income taxes. | |||
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |||
Share-Based Compensation | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated. The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows. | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated. The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments. | Fair Value of Financial Instruments ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments. | |||
Leases | Leases The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842. | Leases The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842. | |||
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. | |||
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period. | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period. | |||
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | |||
Segment Reporting | Segment Reporting The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. For 2021, the Company established three distinct operating segments: HUMBL Marketplace; HUMBL Pay; and HUMBL Financial. Most of the operations for the year ended December 31, 2021 were conducted in North America. Commencing January 1, 2022, the Company simplified their business model to segment their business into two distinct divisions: Consumer and Commercial. The 2021 segments were all considered part of the consumer division. All of the Company’s sales are from North America, therefore the Company has determined that segment reporting by geographic location was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report segment information by location. | Segment Reporting The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. For the year ended December 31, 2020 the Company and its chief operating decision makers determined that the Company operated in one segment as they were developing their business model. Effective 2021, the Company has established three distinct operating segments: HUMBL Marketplace; HUMBL Pay; and HUMBL Financial. Most of the operations for the year ended December 31, 2021 and 2020, respectively were conducted in North America. Less than 4% of the Company’s sales were from outside of North America, therefore the Company has determined that segment reporting by geographic location was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report segment information by location. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe that this new guidance will have a material impact on its financial statements. On March 31, 2022, the SEC added Staff Accounting Bulletin (“SAB”) No. 121 (“SAB 121”) into Section FF to Topic 5. The interpretations in this SAB express views of the staff regarding the accounting for entities that have obligations to safeguard crypto-assets held for their platform users. In connection with these services, these entities and/or their agents may safeguard the platform users’ crypto-assets and also maintain the cryptographic key information necessary to access the crypto-asset. The obligations associated with these arrangements involve unique risks and uncertainties not present in arrangements to safeguard assets that are not crypto-assets, including technological, legal, and regulatory risks and uncertainties. These risks can have a significant impact on the entity’s operations and financial condition. The staff believes that the recognition, measurement, and disclosure guidance in this SAB will enhance the information received by investors and other uses of financial statements about these risks, thereby assisting them in making investment and other capital allocation decisions. This guidance should be applied no later than the financial statements covering the first interim or annual report ending after June 15, 2022, with retroactive application as of the beginning of the fiscal year to which the interim or annual period relates. Upon adoption of this guidance, the Company expects to reflect the asset and liability related to the digital assets held on the Company’s platform of approximately $ 1,000,000 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. | Recent Accounting Pronouncements In August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements. 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. | |||
Currency Translation | Currency Translation Ixaya’s functional currency is the Mexican Peso and its reporting currency is the United States dollar. Transactions denominated in the functional currency are converted into United States dollars using the exchange rate in effect at the date of the transaction or the average rate for the period in the case of revenue and expense transactions. Monetary assets and liabilities are re-valued into the reporting currency at each balance sheet date using the exchange rate in effect at the balance sheet date, with any resulting exchange gains or losses being credited or charged to accumulated other comprehensive income (loss). Non-monetary assets and liabilities are recorded in the reporting currency using the exchange rate in effect at the date of the transaction and are not revalued for subsequent changes in exchange rates. | ||||
Digital Assets | Digital Assets Digital assets, including non-fungible tokens and cryptocurrencies, are included in the consolidated balance sheets. We have ownership of and control over our digital assets and may use third party custodial services to secure them. Digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assign costs to digital asset transactions on a first-in, first-out basis. Gains or losses are not recorded until realized upon sale(s). We determine the fair value of our digital assets on a nonrecurring basis, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform a quarterly, or more frequent review to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges on any day during the quarter, indicate that it is more likely than not that our digital assets are impaired. The cost basis of digital assets will not be adjusted upward for subsequent increases in fair value. Such impairment in the value of digital assets is recorded as a component of other operating expenses in our consolidated statements of operations. We recorded an impairment loss of approximately $ 45,318 | ||||
Tickeri Inc [Member] | |||||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. | |||
Cash | Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no | Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no | |||
Revenue Recognition | Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Ticketing Revenues We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. | Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Ticketing Revenues The Company recognizes revenues from their ticketing services primarily from service fees and payment processing fees charged at the time a ticket for an event is sold. We also derive revenues from providing certain creators with account management services and customer support. Our customers are primarily event creators who use our platform to sell tickets to attendees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. We allocate the transaction price by estimating a standalone selling price for each performance obligation using a cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. Our service is to provide a platform for the creator and event attendee to transact and our performance obligation is to facilitate and process that transaction and issue the ticket. The amount that we earn for our services is fixed. For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. | |||
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of March 31, 2021 and December 31, 2020, there was no | Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2020, there was no | |||
Income Taxes | Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. | Income Taxes Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences. | |||
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |||
Share-Based Compensation | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments | |||
Leases | Leases The Company follows ASC 842 Leases | Leases The Company follows ASC 842 Leases | |||
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | |||
Fixed Assets and Long-Lived Assets | Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. | Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. | |||
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . | Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . | |||
Vacation and Paid-Time-Off | Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General | Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General | |||
Related-Party Transactions | Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | |||
Monster Creative LLC [Member] | |||||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, and liabilities to accrue. Actual results could differ from those estimates. | |||
Cash | Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of June 30, 2021 and December 31, 2020, respectively. The Company maintains cash balances in excess of the FDIC insured limit at a single bank. The Company does not consider this risk to be material. | Cash Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of December 31, 2020 and 2019, respectively. The Company maintains cash balances in excess of the FDIC insured limit at a single bank. The Company does not consider this risk to be material. | |||
Fixed Assets and Long-Lived Assets | Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. | Fixed Assets and Long-Lived Assets ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. | |||
Revenue Recognition | Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. | Revenue Recognition The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. | |||
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of June 30, 2021 and December 31, 2020, there was no allowance necessary. | ||||
Income Taxes | Income Taxes The Company is taxed as a partnership for Federal income tax purposes. Therefore, the Company will record no provision or liability for Federal income tax. Partners are individually taxed on their proportionate share of the Company’s earnings. | Income Taxes The Company is taxed as a partnership for Federal income tax purposes. Therefore, the Company will record no provision or liability for Federal income tax. Partners are individually taxed on their proportionate share of the Company’s earnings. | |||
Share-Based Compensation | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments | |||
Leases | Leases The Company follows ASC 842 Leases | Leases The Company follows ASC 842 Leases | |||
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | |||
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . | Subsequent Events Subsequent events were evaluated through the date the financial statements were filed . | |||
Vacation and Paid-Time-Off | Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General | Vacation and Paid-Time-Off The Company follows ASC 710-10 Compensation – General | |||
Related-Party Transactions | Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. | |||
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2020 and 2019, there was no allowance necessary. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
SCHEDULE OF PRO FORMA INFORMATION | SCHEDULE OF PRO FORMA INFORMATION Three Months Ended (Unaudited) Revenues $ 413,644 Net loss $ (1,779,447 ) Net loss per share $ (0.00 ) Three Months Ended (Unaudited) Revenues $ 1,187,634 Net loss $ (12,304,705 ) Net loss per share $ (0.01 ) | SCHEDULE OF PRO FORMA INFORMATION Year Ended (Unaudited) Revenues $ 3,121,680 Net loss $ (50,276,526 ) Net loss per share $ (0.05 ) Year Ended (Unaudited) Revenues $ 2,375,716 Net loss $ (763,007 ) Net loss per share $ (0.00 ) |
Tickeri Inc [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | On June 3, 2021, the Company acquired the assets and liabilities of Tickeri noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) Due to seller - Notes payable – related parties - Payable – officer - Note payable - bank - ) $ 20,000,000 | The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) $ 20,000,000 |
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION | The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 | The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 |
Monster Creative LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | On June 30, 2021, the Company acquired the assets and liabilities of Monster noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 | The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 |
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION | The consideration paid for the acquisition of Monster was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 | The consideration paid for the acquisition of Monster Creative, LLC was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table disaggregates the Company’s revenue by major source for the three months ended March 31, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Three Months Ended March 31, 2022 2021 Revenue: Services - Production $ 826,552 $ - Services - Ixaya 18,384 - Merchandise 1,477 154,104 Tickets 295,239 - NFTs 1,063 - Rental income 2,842 - Other 1,577 - Total revenue $ 1,147,134 $ 154,104 | The following table disaggregates the Company’s revenue by major source for the years ended December 31, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE 2021 2020 Years Ended December 31, 2021 2020 Revenue: Service - Production $ 1,104,322 $ - Merchant Fees 774,731 - Financial Services 265,025 - Merchandise 192,003 - Tickets 127,947 - NFTs 26,507 - Rental income 2,270 - Other 10,583 - Total revenue $ 2,503,388 $ - |
FIXED ASSETS AND GOODWILL (Tabl
FIXED ASSETS AND GOODWILL (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF FIXED ASSETS | As of March 31, 2022 and December 31, 2021, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2022 2021 Non-residential property – 20 $ 345,497 $ 345,497 Equipment – 5 14,282 5,772 Furniture and fixtures – 5 16,307 16,307 Accumulated depreciation (16,980 ) (11,129 ) Fixed assets $ 359,106 $ 356,447 | As of December 31, 2021 and 2020, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2021 2020 Non-residential property – 20 $ 345,497 $ - Equipment – 5 5,772 - Furniture and fixtures – 5 16,307 - Accumulated depreciation (11,129 ) - Fixed assets $ 356,447 $ - |
SCHEDULE OF GOODWILL | As of March 31, 2022 and December 31, 2021, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL Ixaya - - 2022 2021 Tickeri $ 3,353,392 $ 3,353,392 Monster Creative 3,177,954 3,177,954 BizSecure 3,981,000 - Ixaya - - Goodwill $ 10,512,346 $ 6,531,346 | As of December 31, 2021 and 2020, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL 2021 2020 Tickeri $ 3,353,392 $ - Monster Creative 3,177,954 - Goodwill $ 6,531,346 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
SCHEDULE OF NOTES PAYABLE | The Company entered into notes payable as follows as of March 31, 2022 and December 31, 2021. The chart below does not include notes payable that were repaid or converted during 2021: SCHEDULE OF NOTES PAYABLE 2022 2021 Notes payable ($ 250,000 2 July 30, 2022 $ 500,000 $ 500,000 EIDL loan at 3.75 May 18, 2050 2 731 150,000 150,000 Total 650,000 650,000 Less: Current portion (502,549 ) (501,828 ) Long-term debt $ 147,451 $ 148,172 | The Company entered into notes payable as follows as of December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE 2021 2020 Note payable, at 8% December 31, 2021 $ - $ 40,000 Notes payable ($ 250,000 2% July 30, 2022 500,000 - EIDL loan at 3.75% May 18, 2050 2 731 150,000 - Total 650,000 40,000 Less: Current portion (501,828 ) (40,000 ) Long-term debt $ 148,172 $ - | |||
Tickeri Inc [Member] | |||||
Debt Instrument [Line Items] | |||||
SCHEDULE OF NOTES PAYABLE | The Company entered into notes payable as follows as of March 31, 2021 and December 31, 2020: SCHEDULE OF NOTES PAYABLE March 31, 2021 December 31, 2020 PPP SBA loan - Tickeri $ 42,123 $ 42,123 EIDL loan - Tickeri 150,000 150,000 Total 192,123 192,123 Less: Current portion (192,123 ) (192,123 ) Long-term debt $ - $ - | The Company entered into notes payable as follows as of December 31, 2020: SCHEDULE OF NOTES PAYABLE December PPP SBA loan - Tickeri $ 42,123 EIDL loan - Tickeri 150,000 Total 192,123 Less: Current portion (192,123 ) Long-term debt $ - | |||
Monster Creative LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
SCHEDULE OF NOTES PAYABLE | The Company entered into notes payable as follows as of June 30, 2021 and December 31, 2020: SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 PPP SBA loan $ 66,117 $ 66,117 Total 66,117 66,117 Less: Current portion (66,117 ) (66,117 ) Long-term debt $ - $ - | The Company entered into notes payable as follows as of December 31, 2020 and 2019: SCHEDULE OF NOTES PAYABLE December 31, 2020 December 31, 2019 PPP SBA loan $ 66,117 $ Total 66,117 - Less: Current portion (66,117 ) - Long-term debt $ - $ - | |||
Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
SCHEDULE OF MATURITIES NOTES PAYABLE | SCHEDULE OF MATURITIES NOTES PAYABLE Maturities of notes payable for the next five years as of March 31 are as follows: 2023 $ 502,549 2024 2,856 2025 2,981 2026 3,095 2027 3,213 Thereafter 135,306 Total $ 650,000 | Maturities of notes payable for the next five years as of December 31 are as follows: SCHEDULE OF MATURITIES NOTES PAYABLE 2 2021 2022 $ 501,828 2023 2,845 2024 2,938 2025 3,066 2026 3,183 Thereafter 136,140 Total $ 650,000 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
SCHEDULE OF NOTES PAYABLE RELATED PARTIES | The Company entered into notes payable as follows as of March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTIES 2022 2021 Notes payable ($ 5,000,000 5 December 3, 2022 $ 10,000,000 $ 10,000,000 Notes payable ($ 435,000 65,000 5 April 1, 2022 9,000 500,000 500,000 Notes payable ($ 271,250 215,000 3 December 31, 2022 486,250 486,250 Note payable with a company whose managing member is related to an officer and director of the Company, at 4 February 22, 2025 3,000,000 - Note payable with a company whose managing member is related to an officer and director of the Company, at 4 March 31, 2025 1,500,000 - Advance – officer – Ixaya, on demand, no interest 10,671 - Total 15,496,921 10,986,250 Less: Current portion (10,996,921 ) (10,986,250 ) Long-term debt $ 4,500,000 $ - | The Company entered into notes payable as follows as of December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTIES 2021 2020 Notes payable ($ 5,000,000 5% December 3, 2022 $ 10,000,000 $ - Notes payable ($ 435,000 65,000 5% April 1, 2022 500,000 - Notes payable ($ 271,250 215,000 3% December 31, 2022 486,250 - Total 10,986,250 - Less: Current portion (10,986,250 ) - Long-term debt $ - $ - | ||
Monster Creative LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
SCHEDULE OF NOTES PAYABLE RELATED PARTIES | The Company entered into notes payable as follows as of June 30, 2021 and December 31, 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTIES June 30, 2021 December 31, 2020 Officer $ - $ 399,512 Childress 215,000 380,500 Brandt 271,250 199,000 Total 486,250 979,012 Less: Current portion (486,250 ) (979,012 ) Long-term debt $ - $ - | The Company entered into notes payable as follows as of December 31, 2020 and 2019: SCHEDULE OF NOTES PAYABLE RELATED PARTIES December 31, 2020 December 31, 2019 Officer $ 399,512 $ 860,513 Childress 380,500 373,000 Brandt 199,000 193,000 Total 979,012 1,426,513 Less: Current portion (979,012 ) (1,426,513 ) Long-term debt $ - $ - | ||
Notes Payable Related Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES | SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES Maturities of notes payable – related parties as of March 31 is as follows: 2023 $ 10,996,921 2024 - 2025 4,500,000 Total $ 15,496,921 | SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES Maturities of notes payable – related parties as of December 31 is as follows: 2022 $ 10,986,250 Total $ 10,986,250 Interest expense for the years ended December 31, 2021 and 2020 was $ 308,938 0 308,938 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) - Convertible Promissory Notes [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES | The Company entered into convertible promissory notes as follows as of March 31, 2022 and December 31, 2021: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2022 2021 Convertible note, at 8 December 23, 2022 0.60 $ - $ 112,500 Convertible note, at 8 December 23, 2022 0.60 - 112,500 Convertible note at 10 July 14, 2022 3.15 300,000 3,300,000 3,300,000 Convertible note at 8 March 13, 2023 1.00 7,500 - 382,500 Convertible note at 8 March 13, 2023 1.00 8,250 - 420,750 Convertible note at 8 March 17, 2023 1.00 20,000 1,020,000 1,020,000 Convertible note at 8 March 19, 2023 1,00 9,750 - 497,250 Convertible note at 8 March 19, 2023 1.00 1,500 - 76,500 Convertible note at 8 March 19, 2023 1.00 3,000 - 153,000 Convertible note at 8 April 21, 2023 1.00 7,500 - 382,500 Convertible note at 8 April 21, 2023 1.00 7,500 - 382,500 Convertible note at 8 June 30, 2023 0.90 3,000 - 153,000 Convertible note at 8 September 12, 2023 0.60 6,000 - 306,000 Long term debt, gross 4,320,000 7,299,000 Less: Discounts (83,278 ) (1,674,175 ) Total $ 4,236,722 $ 5,624,825 | The Company entered into convertible promissory notes as follows as of December 31, 2021 and 2020: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2021 2020 Convertible note, at 8% December 23, 2022 0.60 $ 112,500 $ 112,500 Convertible note, at 8% December 23, 2022 0.60 112,500 112,500 Convertible note at 10% July 14, 2022 3.15 300,000 3,300,000 - Convertible note at 8% March 13, 2023 1.00 7,500 382,500 - Convertible note at 8% March 13, 2023 1.00 8,250 420,750 - Convertible note at 8% March 17, 2023 1.00 20,000 1,020,000 - Convertible note at 8% March 19, 2023 1,00 9,750 497,250 - Convertible note at 8% March 19, 2023 1.00 1,500 76,500 - Convertible note at 8% March 19, 2023 1.00 3,000 153,000 - Convertible note at 8% April 21, 2023 1.00 7,500 382,500 - Convertible note at 8% April 21, 2023 1.00 7,500 382,500 - Convertible note at 8% June 30, 2023 0.90 3,000 153,000 - Convertible note at 8% September 12, 2023 0.60 6,000 306,000 - Long term debt, gross 7,299,000 225,000 Less: Discounts (1,674,175 ) (83,897 ) Total $ 5,624,825 $ 141,103 |
SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES | Maturities of convertible promissory notes for the next two years as of March 31 are as follows (with discount): SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES 2023 $ 3,300,000 2024 1,020,000 Total $ 4,320,000 | Maturities of convertible promissory notes for the next two years as of December 31 are as follows (with discount): SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES 2 2021 2022 $ 3,550,000 2023 3,749,000 Total $ 7,299,000 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES (Tables) - Convertible Promissory Notes Related Parties [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES | The Company entered into convertible promissory notes as follows as of March 31, 2022 and December 31, 2021: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES 2022 2021 Convertible note at 5 December 31, 2022 1.20 6,525,000 975,000 $ 7,500,000 $ 7,500,000 Long term debt, gross 7,500,000 7,500,000 Less: Current portion (7,500,000 ) (7,500,000 ) Total $ - $ - | The Company entered into convertible promissory notes as follows as of December 31, 2021 and 2020: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES 2021 2020 Convertible note at 5% December 31, 2022 1.20 6,525,000 975,000 $ 7,500,000 $ - Long term debt, gross 7,500,000 - Less: Current portion (7,500,000 ) - Total $ - $ - |
SCHEDULE OF MATURITIES NOTES PAYABLE | Maturities of convertible promissory notes – related parties as of March 31 are as follows: SCHEDULE OF MATURITIES NOTES PAYABLE 2023 $ 7,500,000 Total $ 7,500,000 | Maturities of convertible promissory notes – related parties as of December 31 are as follows: SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES 2021 2022 $ 7,500,000 Total $ 7,500,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
SCHEDULE OF WARRANTS ACTIVITIES | The following represents a summary of the warrants: SCHEDULE OF WARRANTS ACTIVITIES Three Months Ended March 31, 2022 Year Ended December 31, 2021 Number Weighted Number Weighted Beginning balance 283,650,000 $ 0.32627 262,725,000 $ 0.23875 Granted - - 40,925,000 0.82643 Exercised (10,000,000 ) 0.20 (20,000,000 ) 0.20 Forfeited - - - - Expired - - - - Ending balance 273,650,000 $ 0.33088 283,650,000 $ 0.32627 Intrinsic value of warrants $ - $ 18,400,000 Weighted Average Remaining Contractual Life (Years) 1.95 2.19 | The following represents a summary of the warrants: SCHEDULE OF WARRANTS ACTIVITIES Year Ended December 31, 2021 Year Ended December 31, 2020 Number Weighted Price Number Weighted Price Beginning balance 262,725,000 $ 0.23875 - $ - Granted 40,925,000 0.82643 262,725,000 0.23875 Exercised (20,000,000 ) 0.20 - - Forfeited - - - - Expired - - - - Ending balance 283,650,000 $ 0.32627 262,725,000 $ 0.23875 Intrinsic value of warrants $ 18,400,000 $ 104,800,000 Weighted Average Remaining Contractual Life (Years) 2.19 1.88 |
SUMMARY OF STOCK OPTION | SUMMARY OF STOCK OPTION Three Months Ended March 31, 2022 Year Ended December 31, 2021 Number Weighted Number Weighted Beginning balance 630,000 $ 0.70 - $ - Granted - - 630,000 0.70 Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 630,000 $ 0.70 630,000 $ 0.70 Intrinsic value of warrants $ - $ - Weighted Average Remaining Contractual Life (Years) 9.57 9.82 | SUMMARY OF STOCK OPTION Year Ended December 31, 2021 Year Ended December 31, 2020 Number Weighted Price Number Weighted Price Beginning balance - $ - - $ - Granted 630,000 0.70 - - Exercised - - - - Forfeited - - - - Expired - - - - Ending balance 630,000 $ 0.70 - $ - Intrinsic value of warrants $ - $ - Weighted Average Remaining Contractual Life (Years) 9.82 - |
SUMMARY OF FAIR VALUE VALUATION TECHNIQUES | SUMMARY OF FAIR VALUE VALUATION TECHNIQUES Three Months Ended Year Ended March 31, 2022 December 31, 2021 Expected term - 2 10 Expected volatility - % 182 409 % Expected dividend yield - - Risk-free interest rate - % 0.10 0.58 % | SUMMARY OF FAIR VALUE VALUATION TECHNIQUES Year Ended Year Ended December 31, 2021 December 31, 2020 Expected term 2 10 2 Expected volatility 182 409 % 761 % Expected dividend yield - - Risk-free interest rate 0.10 0.58 % 0.33 % |
SCHEDULE OF RESTRICTED STOCK UNITS | SCHEDULE OF RESTRICTED STOCK UNITS Three Months Ended March 31, 2022 Year Ended December 31, 2021 Number Weighted Number Weighted Beginning balance - $ - - $ - Granted 26,800,000 0.1689 - - Exercised - - - - Forfeited - - - - Vested - - - - Ending balance 26,800,000 $ 0.1689 - $ - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SCHEDULE OF SEGMENT REPORTING | SCHEDULE OF SEGMENT REPORTING Year Ended March 31, 2022 Consumer Commercial Total Segmented operating revenues $ 1,128,750 $ 18,384 $ 1,147,134 Cost of revenues 506,135 14,835 520,970 Gross profit 622,615 3,549 626,164 Total operating expenses net of depreciation, amortization and impairment 9,517,771 458,059 9,975,830 Depreciation, amortization and impairment 46,053 1,105,476 1,151,529 Other expenses (income) 1,966,758 (2,608 ) 1,964,150 (Loss) from continuing operations $ (10,907,967 ) $ (1,557,378 ) $ (12,465,345 ) Segmented assets as of March 31, 2022 Property and equipment, net $ 359,106 $ - $ 359,106 Intangible assets $ - $ 3,333,284 $ 3,333,284 Intangible assets – digital assets $ 32,064 $ 406,040 $ 438,104 Goodwill $ 6,531,346 $ 3,981,000 $ 10,512,346 Capital expenditures $ 8,510 $ - $ 8,510 Three Months Ended March 31, 2021 HUMBL Pay HUMBL Marketplace HUMBL Financial Total Segmented operating revenues $ - $ 154,104 $ - $ 154,104 Cost of revenues - 104,743 - 104,743 Gross profit - 49,361 - 49,361 Total operating expenses net of depreciation and amortization 841,719 365,875 - 1,207,594 Depreciation and amortization - - - - Other (income) expense 12,912 7,748 - 20,660 Income (loss) from continuing operations $ (854,631 ) $ (324,262 ) $ - $ (1,436,862 ) Segmented assets as of March 31, 2021 Property and equipment, net $ - $ - $ - $ - Intangible assets, net $ - $ - $ - $ - Capital expenditures $ - $ - $ - $ - | SCHEDULE OF SEGMENT REPORTING Year Ended December 31, 2021 HUMBL Pay HUMBL Marketplace HUMBL Financial Total Segmented operating revenues $ 15,114 $ 2,224,506 $ 263,768 $ 2,503,388 Cost of revenues - 1,104,959 - 1,104,959 Gross profit 15,114 1,119,547 263,768 1,398,429 Total operating expenses net of depreciation, amortization and impairment 11,201,593 10,555,028 2,108,383 23,865,004 Depreciation, amortization and impairment 22,850 22,221,701 4,570 22,249,121 Other expenses 2,531,630 1,902,352 506,326 4,940,308 (Loss) from operations $ (13,740,959 ) $ (33,559,534 ) $ (2,355,511 ) $ (49,656,004 ) Segmented assets as of December 31, 2021 Property and equipment, net $ 9,794 $ 344,694 $ 1,959 $ 356,447 Intangible assets – digital assets $ - $ 2,695 $ - $ 2,695 Goodwill $ - $ 6,531,346 $ - $ 6,531,346 Capital expenditures $ 11,040 $ 354,328 $ 2,208 $ 367,576 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF RECONCILING DIFFERENCES BETWEEN U.S. FEDERAL STATUTORY AND EFFECTIVE INCOME TAX RATE | SUMMARY OF RECONCILING DIFFERENCES BETWEEN U.S. FEDERAL STATUTORY AND EFFECTIVE INCOME TAX RATE 2021 2020 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 8.90 % 6.90 % Permanent differences 0.00 % 0.00 % Stock compensation/consultant stock 19.80 % 0.00 % Debt discounts (2.27 )% 0.00 % Change in valuation allowance (47.43 )% (27.90 )% Totals 0.00 % (0.00 )% |
SUMMARY DEFERRED TAX ASSET AND (LIABILITY) | The following is a summary of the net deferred tax asset (liability) as of December 31, 2021 and 2020: SUMMARY DEFERRED TAX ASSET AND (LIABILITY) As of December 31, 2021 As of December 31, 2020 Deferred tax assets (liabilities): Net operating losses $ 580,302 $ 277,704 Stock compensation/consultant stock 3,308,200 - Debt discounts (378,743 ) - Other expense - - Total deferred tax assets (liabilities) 3,509,759 79,005 Less: Valuation allowance (3,509,759 ) (79,005 ) Net deferred tax assets (liabilities) $ - $ - |
SUMMARY OF PROVISION (BENEFIT) FOR INCOME TAXES | The provision (benefit) for income taxes for the year ended December 31, 2021 and 2020 is as follows and represents minimum state taxes: SUMMARY OF PROVISION (BENEFIT) FOR INCOME TAXES 2021 2020 Current $ 800 $ 800 Deferred - - Total $ 800 $ 800 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF LOSS FOR DISCONTINUED OPERATIONS | SCHEDULE OF LOSS FOR DISCONTINUED OPERATIONS 2022 Revenue $ - Cost of revenue - Gross (loss) - Operating expenses 7,945 Operating and non-operating expenses - Loss from discontinued operations $ (7,945 ) The Company paid the refunds to the subscribers in the three months ended March 31, 2022. The Company commenced operations of the BLOCK ETX products in March 2021. The Company has reclassified the statement of operations for the three months ended March 31, 2021 to reflect the subscription revenue and the direct expenses attributable to the BLOCK ETX product line that included direct payroll and direct subcontractor costs. These amounts are reflected in the loss for discontinued operations as noted in the chart below. 2021 Revenue $ 2,156 Cost of revenue - Gross profit 2,156 Operating and non-operating expenses (260,125 ) Loss from discontinued operations $ (257,969 ) |
BUSINESS COMBINATIONS AND ACQ_2
BUSINESS COMBINATIONS AND ACQUISITIONS OF ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
SCHEDULE OF PRO FORMA INFORMATION | SCHEDULE OF PRO FORMA INFORMATION Three Months Ended (Unaudited) Revenues $ 413,644 Net loss $ (1,779,447 ) Net loss per share $ (0.00 ) Three Months Ended (Unaudited) Revenues $ 1,187,634 Net loss $ (12,304,705 ) Net loss per share $ (0.01 ) | SCHEDULE OF PRO FORMA INFORMATION Year Ended (Unaudited) Revenues $ 3,121,680 Net loss $ (50,276,526 ) Net loss per share $ (0.05 ) Year Ended (Unaudited) Revenues $ 2,375,716 Net loss $ (763,007 ) Net loss per share $ (0.00 ) |
Tickeri Inc [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | On June 3, 2021, the Company acquired the assets and liabilities of Tickeri noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) Due to seller - Notes payable – related parties - Payable – officer - Note payable - bank - ) $ 20,000,000 | The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 127,377 Accounts receivables 23,587 Goodwill 20,086,664 Accounts payable and accrued expenses (87,071 ) SBA EIDL (150,000 ) PPP loan (557 ) $ 20,000,000 |
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION | The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 | The consideration paid for the acquisition of Tickeri was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Common stock $ 10,000,000 Notes payable 10,000,000 Total consideration $ 20,000,000 |
Monster Creative LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | On June 30, 2021, the Company acquired the assets and liabilities of Monster noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 | The Company acquired the assets and liabilities noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 Cash $ 3,017 Accounts receivables 379,012 Goodwill 8,648,104 Due to seller (379,012 ) Accounts payable and accrued expenses (98,754 ) Notes payable – related parties (486,250 ) PPP loan (66,117 ) $ 8,000,000 |
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION | The consideration paid for the acquisition of Monster was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 | The consideration paid for the acquisition of Monster Creative, LLC was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2021 Convertible notes payable $ 7,500,000 Non-convertible notes payable 500,000 Total consideration $ 8,000,000 |
BizSecure, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2022 Customer relationships $ 275,000 Intellectual property - software 2,500,000 Goodwill 3,981,000 $ 6,756,000 | |
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION | The consideration paid for the acquisition of assets of BizSecure was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2022 Common stock $ 2,229,480 Contingent consideration (RSUs) 4,526,520 Total consideration $ 6,756,000 | |
Ixaya Inc [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | On March 3, 2022, the Company acquired the assets and liabilities of Ixaya noted below in in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED 2022 Cash $ 1,325 Accounts receivables 24,446 Goodwill 1,008,642 Intellectual property - software 650,000 Accounts payable and accrued expenses (10,700 ) Payable – officer (9,834 ) Note payable - bank (13,879 ) $ 1,650,000 | |
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION | The consideration paid for the acquisition of Ixaya was as follows: SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION 2022 Cash $ 150,000 Common stock 1,500,000 Total consideration $ 1,650,000 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF FIXED ASSETS | As of March 31, 2022 and December 31, 2021, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2022 2021 Non-residential property – 20 $ 345,497 $ 345,497 Equipment – 5 14,282 5,772 Furniture and fixtures – 5 16,307 16,307 Accumulated depreciation (16,980 ) (11,129 ) Fixed assets $ 359,106 $ 356,447 | As of December 31, 2021 and 2020, the Company has the following fixed assets: SCHEDULE OF FIXED ASSETS 2021 2020 Non-residential property – 20 $ 345,497 $ - Equipment – 5 5,772 - Furniture and fixtures – 5 16,307 - Accumulated depreciation (11,129 ) - Fixed assets $ 356,447 $ - |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF FINITELIVED INTANGIBLE ASSETS | As of March 31, 2022 and December 31, 2021, the Company has the following intangible assets: SCHEDULE OF FINITELIVED INTANGIBLE ASSETS 2022 2021 Intellectual property - software – 5 $ 3,150,000 $ - Customer relationship – 5 275,000 - Accumulated amortization (91,716 ) - Intangible assets, net $ 3,333,284 $ - | |
SCHEDULE OF GOODWILL | As of March 31, 2022 and December 31, 2021, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL Ixaya - - 2022 2021 Tickeri $ 3,353,392 $ 3,353,392 Monster Creative 3,177,954 3,177,954 BizSecure 3,981,000 - Ixaya - - Goodwill $ 10,512,346 $ 6,531,346 | As of December 31, 2021 and 2020, the Company has recorded goodwill as follows: SCHEDULE OF GOODWILL 2021 2020 Tickeri $ 3,353,392 $ - Monster Creative 3,177,954 - Goodwill $ 6,531,346 $ - |
INTANGIBLE ASSETS _ DIGITAL A_2
INTANGIBLE ASSETS – DIGITAL ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF DIGITAL ASSET HOLDINGS | The following table presents additional information about the Company’s digital asset holdings during the period ended March 31, 2022: SCHEDULE OF DIGITAL ASSET HOLDINGS Digital Assets Owned By HUMBL: Three Months Ended March 31, 2022 ETH BTC WETH DAI USDC Total Balance – January 1, 2022 $ 2,664 $ 28 $ - $ - $ 3 $ 2,695 Purchases of digital assets 271,800 - - - - 271,800 Purchases of digital assets by customers in the HUMBL Pay App - - - - 574,313 574,313 Purchases of BLOCKS for HUMBL Pay users (295,784 ) - - - (58,796 ) (354,580 ) Transfers 425,223 - 34,056 15,721 (475,000 ) - NFT commissions 1,063 - - - - 1,063 NFT purchase (338,104 ) - (23,590 ) (14,094 ) (30,252 ) (406,040 ) Advertising expenses (34,784 ) - - - 3,014 (31,770 ) Conferences (9,650 ) - - - - (9,650 ) Impairment – digital assets (42,580 ) - (1,972 ) (766 ) - (45,318 ) Gain (loss) on disposal of digital assets 27,976 - 1,571 7 (3 ) 29,551 Balance – March 31, 2022 $ 7,824 $ 28 $ 10,065 $ 868 $ 13,279 $ 32,064 Digital Assets held at March 31, 2022 2.390693611 0.00093788 4 868.26 - - |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | Apr. 02, 2022 | Mar. 03, 2022 | Feb. 12, 2022 | Jan. 21, 2022 | Jun. 30, 2021 | Jun. 03, 2021 | Dec. 03, 2020 | Nov. 12, 2009 | Mar. 31, 2022 | Oct. 29, 2021 | Mar. 30, 2022 | Mar. 31, 2022 | Mar. 30, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 28, 2021 | Feb. 26, 2021 | Feb. 25, 2021 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 13,200,000 | ||||||||||||||||||||
Common stock, shares authorized | 7,450,000,000 | 7,450,000,000 | 7,450,000,000 | 5,000,000,000 | 7,450,000,000 | 5,000,000,000 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||
Number of shares issued for assigned | 8,962,036 | 13,200,000 | |||||||||||||||||||
Shares issued for acquisition of Tickeri | $ 10,000,000 | ||||||||||||||||||||
Cash | $ 5,681,727 | $ 5,681,727 | 3,493,213 | $ 1,720,979 | |||||||||||||||||
Working capital deficit | 23,706,538 | 23,706,538 | 20,965,419 | 1,560,832 | |||||||||||||||||
Monthly cash burn | 1,312,000 | 1,312,000 | 1,000,000 | ||||||||||||||||||
Proceeds from additional warrant exercises | 2,000,000 | 4,000,000 | |||||||||||||||||||
Proceeds from related party debt | 4,500,000 | 6,700,000 | $ 225,000 | ||||||||||||||||||
Shares issued for cash | $ 1,000,000 | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 26,800,000 | ||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||
Shares issued for cash | $ 6,756,000 | ||||||||||||||||||||
Contingent consideration | $ 4,526,520 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 13,200,000 | 675,000 | |||||||||||||||||||
Proceeds from related party debt | 3,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 26,800,000 | ||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||
Shares issued for cash | $ 6,756,000 | ||||||||||||||||||||
Contingent consideration | $ 4,526,520 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 437,500 | ||||||||||||||||||||
Number of shares issued for assigned | 9,345,794 | ||||||||||||||||||||
Shares issued for acquisition of Tickeri | $ 93 | ||||||||||||||||||||
Shares issued for cash | 4 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Proceeds from additional warrant exercises | 2,000,000 | 2,000,000 | |||||||||||||||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 10,000,000 | ||||||||||||||||||||
Proceeds from additional warrant exercises | $ 2,000,000 | ||||||||||||||||||||
Tickeri Inc [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 10,000,000 | ||||||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||
Cash | $ 36,657 | $ 43,519 | |||||||||||||||||||
Shares issued for cash | 468 | ||||||||||||||||||||
Monster Creative LLC [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Cash | $ 3,017 | $ 1,169,619 | $ 1,231,704 | ||||||||||||||||||
Brian Foote [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Shares issued for acquisition of Tickeri | 40,000 | $ 40,000 | |||||||||||||||||||
Juan and Javier Gonzalez [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 4,672,897 | ||||||||||||||||||||
Accrued interest | 400,000 | ||||||||||||||||||||
Juan and Javier Gonzalez [Member] | Tickeri Inc [Member] | Secured Promissory Note [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | ||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||
Juan and Javier Gonzalez [Member] | Tickeri Inc [Member] | Secured Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | ||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||
Maturity date | Dec. 31, 2022 | ||||||||||||||||||||
Doug Brandt [Member] | Monster Creative LLC [Member] | One Convertible Note and One Non Convertible Note [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Aggregate principal amount | 8,000,000 | ||||||||||||||||||||
Debt extension agreement restructuring cost | 7,500 | ||||||||||||||||||||
Kevin Childress [Member] | Monster Creative LLC [Member] | One Convertible Note and One Non Convertible Note [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Aggregate principal amount | 8,000,000 | ||||||||||||||||||||
Debt extension agreement restructuring cost | 1,500 | ||||||||||||||||||||
Doug Brandt and Kevin Childress [Member] | Monster Creative LLC [Member] | Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 7,500,000 | ||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||
Conversion price per share | $ 1.20 | ||||||||||||||||||||
Debt term | 18 months | ||||||||||||||||||||
Doug Brandt and Kevin Childress [Member] | Monster Creative LLC [Member] | Non Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||
Debt term | 3 years | ||||||||||||||||||||
Maturity date | Apr. 1, 2022 | ||||||||||||||||||||
Management [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Cash | 5,901,460 | 5,901,460 | |||||||||||||||||||
Restricted cash | $ 5,901,460 | $ 5,901,460 | |||||||||||||||||||
Juan Gonzalez [Member] | Tickeri Inc [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 4,672,897 | ||||||||||||||||||||
Javier Gonzalez [Member] | Tickeri Inc [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 4,672,897 | ||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 570,000 | 570,000 | 570,000 | 570,000 | 900,000 | 900,000 | 900,000 | ||||||||||||||
Preferred stock voting rights | for Series B Preferred shareholders holding greater than 750 shares of Series B Preferred Stock, for the calendar months of December 2021 and January 2022, Series B Preferred shareholders shall not have the right, whether by election, operation of law, or otherwise, to convert into Common Stock shares of Series B Preferred stock constituting more than 5% of the total number of Series B Preferred shares held by them; and for each of the calendar months from February 2022 to May 2023 | Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. | Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. | ||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 220,640,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||||||||
Preferred stock voting rights | Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. | Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. | |||||||||||||||||||
Series A Preferred Stock [Member] | Henry Boucher [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares issued for assigned | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||||
Common Stock [Member] | Henry Boucher [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares issued for assigned | 550,000,000 | 550,000,000 | |||||||||||||||||||
HUMBL LLC [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 7,450,000,000 | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||||||||||
Preferred stock voting rights | The Series A Preferred Stock is not convertible into common stock, however, it has voting rights of 10,000 votes per 1 share of stock | ||||||||||||||||||||
HUMBL LLC [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Preferred stock voting rights | The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. | The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock | |||||||||||||||||||
HUMBL Inc [Member] | Tickeri Inc [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Acquisition transaction costs | $ 20,000,000 | ||||||||||||||||||||
Purchase price | 20,000,000 | ||||||||||||||||||||
HUMBL Inc [Member] | Tickeri Inc [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Acquisition transaction costs | 20,000,000 | ||||||||||||||||||||
Purchase price | 20,000,000 | ||||||||||||||||||||
HUMBL Inc [Member] | Tickeri Inc [Member] | Two Promissory Notes [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Payments for acquisition | 10,000,000 | ||||||||||||||||||||
HUMBL Inc [Member] | Tickeri Inc [Member] | Two Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Payments for acquisition | 10,000,000 | ||||||||||||||||||||
HUMBL Inc [Member] | Tickeri Inc [Member] | Common Stock [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Payments for acquisition | 10,000,000 | ||||||||||||||||||||
HUMBL Inc [Member] | Tickeri Inc [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Payments for acquisition | $ 10,000,000 | ||||||||||||||||||||
Share Exchange Agreement [Member] | Fashion Floor Covering And Tile Inc [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Restricted shares issued during the period | 125,000 | ||||||||||||||||||||
Merger Agreement [Member] | HUMBL LLC [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Membership interests | 100.00% | ||||||||||||||||||||
Merger Agreement [Member] | HUMBL LLC [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares of common stock | 552,029 | ||||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares issued for assigned | 8,962,036 | ||||||||||||||||||||
Shares issued for acquisition of Tickeri | $ 1,500,000 | ||||||||||||||||||||
Purchase price | 1,650,000 | ||||||||||||||||||||
Cash acquired from acquisition | $ 150,000 | ||||||||||||||||||||
Stock Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Number of shares issued for assigned | 8,962,036 | ||||||||||||||||||||
Shares issued for acquisition of Tickeri | $ 1,500,000 | ||||||||||||||||||||
Purchase price | 1,650,000 | ||||||||||||||||||||
Cash acquired from acquisition | $ 150,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Allowance for accounts receivable | 0 | $ 0 | 0 | |
Unfunded liability | $ 219,733 | |||
Percentage of user account transfer | 25.00% | |||
Impairment loss related to digital assets | $ 45,318 | |||
Asset and liability related to digital assets held | $ 1,000,000 | |||
Tickeri Inc [Member] | ||||
Cash equivalents | $ 0 | 0 | ||
Allowance for accounts receivable | $ 0 | $ 0 |
REVERSE MERGER (Details Narrati
REVERSE MERGER (Details Narrative) - USD ($) | Feb. 12, 2022 | Dec. 03, 2020 | Mar. 31, 2022 | Oct. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2021 | Feb. 25, 2021 |
Stock Issued During Period, Shares, New Issues | 13,200,000 | ||||||||
Common Stock, Shares Authorized | 7,450,000,000 | 7,450,000,000 | 7,450,000,000 | 5,000,000,000 | 7,450,000,000 | 5,000,000,000 | |||
Stock Issued During Period, Shares, Acquisitions | 8,962,036 | 13,200,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 10,000,000 | ||||||||
Brian Foote [Member] | Notes Payable, Other Payables [Member] | |||||||||
Stock Issued During Period, Value, Acquisitions | $ 40,000 | $ 40,000 | |||||||
Series B Preferred Stock [Member] | |||||||||
Preferred Stock, Voting Rights | for Series B Preferred shareholders holding greater than 750 shares of Series B Preferred Stock, for the calendar months of December 2021 and January 2022, Series B Preferred shareholders shall not have the right, whether by election, operation of law, or otherwise, to convert into Common Stock shares of Series B Preferred stock constituting more than 5% of the total number of Series B Preferred shares held by them; and for each of the calendar months from February 2022 to May 2023 | Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. | Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. | ||||||
Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Voting Rights | Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. | Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. | |||||||
Series A Preferred Stock [Member] | Henry Boucher [Member] | Notes Payable, Other Payables [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
HUMBL LLC [Member] | |||||||||
Common Stock, Shares Authorized | 7,450,000,000 | ||||||||
Preferred Stock, Voting Rights | The Series A Preferred Stock is not convertible into common stock, however, it has voting rights of 10,000 votes per 1 share of stock | ||||||||
HUMBL LLC [Member] | Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Voting Rights | The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. | The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock | |||||||
Merger Agreement [Member] | HUMBL LLC [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||
Merger Agreement [Member] | HUMBL LLC [Member] | Series B Preferred Stock [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 552,029 |
SCHEDULE OF RECOGNIZED IDENTIFI
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | Mar. 03, 2022 | Feb. 12, 2022 | Jun. 30, 2021 | Jun. 03, 2021 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 10,512,346 | $ 6,531,346 | ||||||
Tickeri Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 127,377 | |||||||
Accounts receivables | 23,587 | |||||||
Goodwill | 20,086,664 | |||||||
Accounts payable and accrued expenses | (87,071) | |||||||
SBA EIDL | (150,000) | |||||||
PPP loan | (557) | |||||||
Purchase price | 20,000,000 | |||||||
Due to seller | ||||||||
Notes payable – related parties | ||||||||
Payable – officer | ||||||||
Note payable - bank | ||||||||
Monster Creative LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 3,017 | $ 3,017 | ||||||
Accounts receivables | 379,012 | 379,012 | ||||||
Goodwill | 8,648,104 | 8,648,104 | ||||||
Accounts payable and accrued expenses | (98,754) | (98,754) | ||||||
PPP loan | (66,117) | (66,117) | ||||||
Purchase price | 8,000,000 | 8,000,000 | ||||||
Due to seller | (379,012) | (379,012) | ||||||
Notes payable – related parties | $ (486,250) | $ (486,250) | ||||||
BizSecure, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 3,981,000 | |||||||
Purchase price | 6,756,000 | |||||||
BizSecure, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intellectual property - software | 275,000 | |||||||
BizSecure, Inc. [Member] | Intellectual Property [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intellectual property - software | $ 2,500,000 | |||||||
Ixaya Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 1,325 | |||||||
Accounts receivables | 24,446 | |||||||
Goodwill | 1,008,642 | $ 1,008,642 | ||||||
Accounts payable and accrued expenses | (10,700) | |||||||
Purchase price | 1,650,000 | |||||||
Payable – officer | (9,834) | |||||||
Note payable - bank | (13,879) | |||||||
Ixaya Inc [Member] | Intellectual Property [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intellectual property - software | $ 650,000 |
SCHEDULE OF CONSIDERATION PAID
SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION (Details) - USD ($) | Mar. 03, 2022 | Feb. 12, 2022 | Jun. 30, 2021 | Jun. 03, 2021 | Jun. 30, 2021 |
Tickeri Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 20,000,000 | ||||
Tickeri Inc [Member] | Notes Payable [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 10,000,000 | ||||
Tickeri Inc [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 10,000,000 | ||||
Monster Creative LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 8,000,000 | $ 8,000,000 | |||
Monster Creative LLC [Member] | Convertible Notes Payable [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 7,500,000 | ||||
Monster Creative LLC [Member] | Non Convertible Notes Payable [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 500,000 | ||||
BizSecure, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 6,756,000 | ||||
BizSecure, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration (RSUs) | 4,526,520 | ||||
BizSecure, Inc. [Member] | Convertible Notes Payable [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 2,229,480 | ||||
Ixaya Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 1,650,000 | ||||
Ixaya Inc [Member] | Cash [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 150,000 | ||||
Ixaya Inc [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 1,500,000 |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenues | $ 1,187,634 | $ 413,644 | $ 3,121,680 | $ 2,375,716 |
Net loss | $ (12,304,705) | $ (1,779,447) | $ (50,276,526) | $ (763,007) |
Net loss per share | $ (0.01) | $ 0 | $ (0.05) | $ 0 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Feb. 12, 2022 | Jun. 30, 2021 | Jun. 03, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 13,200,000 | ||||
Juan and Javier Gonzalez [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 4,672,897 | ||||
One Convertible Note and One Non Convertible Note [Member] | Kevin Childress [Member] | Monster Creative LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 8,000,000 | $ 8,000,000 | |||
One Convertible Note and One Non Convertible Note [Member] | Doug Brandt [Member] | Monster Creative LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | 8,000,000 | 8,000,000 | |||
Convertible Notes [Member] | Doug Brandt and Kevin Childress [Member] | Monster Creative LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 7,500,000 | $ 7,500,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||
Conversion price per share | $ 1.20 | $ 1.20 | |||
Debt term | 18 months | ||||
Non Convertible Notes [Member] | Doug Brandt and Kevin Childress [Member] | Monster Creative LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 500,000 | $ 500,000 | |||
Maturity date | Apr. 1, 2022 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||
Debt term | 3 years | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 437,500 | ||||
Tickeri Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Transaction Costs | $ 20,000,000 | ||||
Business Combination, Consideration Transferred | $ 20,000,000 | ||||
Tickeri Inc [Member] | Javier Gonzalez [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 4,672,897 | ||||
Tickeri Inc [Member] | Two Promissory Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 10,000,000 | ||||
Tickeri Inc [Member] | Secured Promissory Note [Member] | Juan and Javier Gonzalez [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 5,000,000 | ||||
Maturity date | Dec. 31, 2022 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Tickeri Inc [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 10,000,000 | ||||
Payments to Acquire Businesses, Gross | $ 10,000,000 | ||||
Monster Creative LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 8,000,000 | $ 8,000,000 | |||
Monster Creative LLC [Member] | One Convertible Note and One Non Convertible Note [Member] | Kevin Childress [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | 8,000,000 | 8,000,000 | |||
Monster Creative LLC [Member] | Convertible Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 7,500,000 | $ 7,500,000 | |||
Monster Creative LLC [Member] | Convertible Notes [Member] | Doug Brandt and Kevin Childress [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||
Conversion price per share | $ 1.20 | $ 1.20 | |||
Debt term | 18 months | ||||
Monster Creative LLC [Member] | Non Convertible Notes [Member] | Doug Brandt and Kevin Childress [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 500,000 | $ 500,000 | |||
Maturity date | Apr. 1, 2022 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,147,134 | $ 154,104 | $ 2,503,388 | |
Service Production [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 826,552 | 1,104,322 | ||
Merchant Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,477 | 154,104 | 774,731 | |
Financial Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 265,025 | |||
Merchandise [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 192,003 | |||
Tickets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 295,239 | 127,947 | ||
NFT [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,063 | 26,507 | ||
Rental Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,842 | 2,270 | ||
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,577 | $ 10,583 | ||
Service Ixaya [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 18,384 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Accumulated depreciation | $ (16,980) | $ (11,129) | ||
Fixed assets | 359,106 | 356,447 | ||
Non Residential Property [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Furniture and fixtures – 5 year-life | $ 345,497 | $ 345,497 | ||
Useful life | 20 years | 20 years | ||
Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Furniture and fixtures – 5 year-life | $ 14,282 | $ 5,772 | ||
Useful life | 5 years | 5 years | ||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Furniture and fixtures – 5 year-life | $ 16,307 | $ 16,307 | ||
Useful life | 5 years | 5 years |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 10,512,346 | $ 6,531,346 | |
Tickeri [Member] | |||
Goodwill | 3,353,392 | 3,353,392 | |
Monster Creative [Member] | |||
Goodwill | 3,177,954 | 3,177,954 | |
BizSecure [Member] | |||
Goodwill | 3,981,000 | ||
Ixaya [Member] | |||
Goodwill |
FIXED ASSETS AND GOODWILL (Deta
FIXED ASSETS AND GOODWILL (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation expense | $ 5,851 | $ 11,129 | ||
Goodwill, Impairment Loss | $ 1,008,642 | 22,203,422 | ||
Tickeri [Member] | ||||
Goodwill, Impairment Loss | 16,733,272 | |||
Monster Creative Transaction [Member] | ||||
Goodwill, Impairment Loss | $ 5,470,150 |
INTANGIBLE ASSETS _ DIGITAL C_2
INTANGIBLE ASSETS – DIGITAL CURRENCY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Acquire intangible assets | $ 271,800 | |||
Digital currency expenses | 41,420 | $ 133,660 | ||
Commissions received | 1,063 | 8,400 | ||
Impairment of intangible assets | 34,570 | |||
Gain on sale of digital assets | $ 29,551 | 47,875 | ||
Intangible assets, net | 2,695 | |||
Digital Currency [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquire intangible assets | $ 406,046 | $ 114,650 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-Term Debt [Line Items] | ||||||
Total | $ 650,000 | $ 650,000 | $ 40,000 | |||
Less: Current portion | (502,549) | (501,828) | (40,000) | |||
Long-term debt | 147,451 | 148,172 | ||||
Tickeri Inc [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | $ 192,123 | 192,123 | ||||
Less: Current portion | (192,123) | (192,123) | ||||
Long-term debt | ||||||
Monster Creative LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | $ 66,117 | 66,117 | ||||
Less: Current portion | (66,117) | (66,117) | ||||
Long-term debt | ||||||
Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | 40,000 | |||||
Notes Payable One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | 500,000 | 500,000 | ||||
EIDL Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | $ 150,000 | $ 150,000 | ||||
EIDL Loan [Member] | Tickeri Inc [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | 150,000 | 150,000 | ||||
P P P S B A Loan [Member] | Tickeri Inc [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | $ 42,123 | 42,123 | ||||
P P P S B A Loan [Member] | Monster Creative LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total | $ 66,117 | $ 66,117 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Notes payable | $ 650,000 | $ 650,000 | $ 40,000 |
Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest percentage | 8.00% | ||
Maturity date | Dec. 31, 2021 | ||
Note Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Interest percentage | 2.00% | 2.00% | |
Maturity date | Jul. 30, 2022 | Jul. 30, 2022 | |
Notes payable | $ 250,000 | $ 250,000 | |
Note Payable [Member] | Tickeri [Member] | |||
Debt Instrument [Line Items] | |||
Interest percentage | 3.75% | 3.75% | |
Maturity date | May 18, 2050 | May 18, 2050 | |
Debt payment terms | 2 years | 2 years | |
Debt instrument periodic payment | $ 731 | $ 731 |
SCHEDULE OF MATURITIES NOTES PA
SCHEDULE OF MATURITIES NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
2023 | $ 502,549 | $ 501,828 |
2024 | 2,856 | 2,845 |
2025 | 2,981 | 2,938 |
2026 | 3,095 | 3,066 |
2027 | 3,213 | 3,183 |
Thereafter | 135,306 | 136,140 |
Total | $ 650,000 | 650,000 |
Convertible Promissory Notes Related Parties [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 7,500,000 | |
Total | $ 7,500,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||
Debt forgiveness | $ 66,117 | |||
Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expense | $ 3,853 | $ 789 | 17,358 | 552 |
Accrued Interest | 14,150 | |||
Convertible Promissory Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expense | 159,654 | $ 4,438 | 425,408 | $ 394 |
Accrued interest | 387,651 | 425,808 | ||
Convertible Promissory Notes [Member] | Notes Payable to Banks [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued interest | $ 18,003 | |||
Paycheck Protection Program [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt forgiveness | $ 66,117 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-Term Debt [Line Items] | |||||
Total | $ 15,496,921 | $ 10,986,250 | |||
Less: Current portion | (10,996,921) | (10,986,250) | |||
Long-term debt | 4,500,000 | ||||
Monster Creative LLC [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 486,250 | 979,012 | $ 1,426,513 | ||
Less: Current portion | (486,250) | (979,012) | (1,426,513) | ||
Long-term debt | |||||
Monster Creative LLC [Member] | Officer [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | 399,512 | 860,513 | |||
Monster Creative LLC [Member] | Kevin Childress [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | 215,000 | 380,500 | 373,000 | ||
Monster Creative LLC [Member] | Doug Brandt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 271,250 | 199,000 | $ 193,000 | ||
Ixaya Inc [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | 10,671 | ||||
Note Payable Relate Parties [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||
Interest percentage | 5.00% | 5.00% | 5.00% | ||
Note Payable Related Parties One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 435,000 | $ 65,000 | |||
Interest percentage | 5.00% | 5.00% | 5.00% | ||
Note Payable Relate Parties Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 271,250 | $ 215,000 | |||
Interest percentage | 3.00% | 3.00% | 3.00% | ||
Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 10,000,000 | $ 10,000,000 | |||
Notes Payable One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | 500,000 | 500,000 | |||
Notes Payable Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | 486,250 | 486,250 | |||
Notes Payable Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | 3,000,000 | ||||
Notes Payable Four [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total | $ 1,500,000 |
SCHEDULE OF NOTES PAYABLE - REL
SCHEDULE OF NOTES PAYABLE - RELATED PARTIES (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Notes payable | $ 15,496,921 | $ 10,986,250 | |
Note Payable Relate Parties [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Interest percentage | 5.00% | 5.00% | 5.00% |
Maturity date | Dec. 3, 2022 | Dec. 3, 2022 | |
Notes Payable Related Parties One [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 435,000 | $ 65,000 | |
Note Payable Related Parties One [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 435,000 | $ 65,000 | |
Interest percentage | 5.00% | 5.00% | 5.00% |
Maturity date | Apr. 1, 2022 | Apr. 1, 2022 | |
Increase in debt instrument material modification | $ 9,000 | $ 9,000 | |
Notes Payable Related Parties Two [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | 271,250 | $ 215,000 | |
Note Payable Relate Parties Two [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 271,250 | $ 215,000 | |
Interest percentage | 3.00% | 3.00% | 3.00% |
Maturity date | Dec. 31, 2022 | Dec. 31, 2022 | |
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Interest percentage | 4.00% | 4.00% | |
Maturity date | Feb. 22, 2025 | ||
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Interest percentage | 4.00% | 4.00% | |
Maturity date | Mar. 31, 2025 |
SCHEDULE OF MATURITIES NOTES _2
SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES (Details) - Notes Payable Related Parties [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2024 | $ 10,986,250 | |
Total | 15,496,921 | 10,986,250 |
2023 | 10,996,921 | |
2025 | 4,500,000 | |
Total | $ 15,496,921 | $ 10,986,250 |
NOTES PAYABLE _ RELATED PARTI_3
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Monster Creative LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, related party | $ 18,707 | $ 29,150 | $ 49,977 | $ 60,128 | |||
Accrued interest | $ 0 | 0 | |||||
Notes Payable Related Parties [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 145,049 | $ 0 | $ 308,938 | $ 0 | |||
Accrued interest | $ 453,987 | $ 308,938 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 7,500,000 | $ 7,500,000 | |
Convertible Note One [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 112,500 | $ 112,500 | |
Debt instrument, conversion price | $ 0.60 | $ 0.60 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Two [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 112,500 | 112,500 | |
Debt instrument, conversion price | $ 0.60 | $ 0.60 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Three [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 3,300,000 | $ 3,300,000 | |
Debt instrument, conversion price | $ 3.15 | $ 3.15 | |
Debt original issuance discount | $ 300,000 | $ 300,000 | |
Interest rate | 10.00% | 10.00% | |
Convertible Note Four [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 382,500 | ||
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 7,500 | $ 7,500 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Five [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 420,750 | ||
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 8,250 | $ 8,250 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Six [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 1,020,000 | $ 1,020,000 | |
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 20,000 | $ 20,000 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Seven [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 497,250 | ||
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 9,750 | $ 9,750 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Eight [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion price | $ 1 | $ 1 | |
Convertible note at 8% interest, maturing March 19, 2023 convertible into common shares at $1.00 per share ($1,500 original issue discount) | $ 76,500 | ||
Debt original issuance discount | $ 1,500 | $ 1,500 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Nine [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 153,000 | ||
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 3,000 | $ 3,000 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Ten [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 382,500 | ||
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 7,500 | $ 7,500 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Eleven [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 382,500 | ||
Debt instrument, conversion price | $ 1 | $ 1 | |
Debt original issuance discount | $ 7,500 | $ 7,500 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Twelve [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 153,000 | ||
Debt instrument, conversion price | $ 0.90 | $ 0.90 | |
Debt original issuance discount | $ 3,000 | $ 3,000 | |
Interest rate | 8.00% | 8.00% | |
Convertible Note Thirteen [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 306,000 | ||
Debt instrument, conversion price | $ 0.60 | $ 0.60 | |
Debt original issuance discount | $ 6,000 | $ 6,000 | |
Interest rate | 8.00% | 8.00% | |
Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 4,320,000 | $ 7,299,000 | 225,000 |
Less: Discounts | (83,278) | (1,674,175) | (83,897) |
Total | $ 4,236,722 | $ 5,624,825 | $ 141,103 |
SCHEDULE OF CONVERTIBLE PROMI_2
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Convertible Note One [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Dec. 23, 2022 | Dec. 23, 2022 |
Debt instrument, conversion price | $ 0.60 | $ 0.60 |
Convertible Note Two [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Dec. 23, 2022 | Dec. 23, 2022 |
Debt instrument, conversion price | $ 0.60 | $ 0.60 |
Convertible Note Three [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.00% | 10.00% |
Debt instrument, maturity date | Jul. 14, 2022 | Jul. 14, 2022 |
Debt instrument, conversion price | $ 3.15 | $ 3.15 |
Debt original issuance discount | $ 300,000 | $ 300,000 |
Convertible Note Four [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Mar. 13, 2023 | Mar. 13, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 7,500 | $ 7,500 |
Convertible Note Five [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Mar. 13, 2023 | Mar. 13, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 8,250 | $ 8,250 |
Convertible Note Six [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Mar. 17, 2023 | Mar. 17, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 20,000 | $ 20,000 |
Convertible Note Seven [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Mar. 19, 2023 | Mar. 19, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 9,750 | $ 9,750 |
Convertible Note Eight [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Mar. 19, 2023 | Mar. 19, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 1,500 | $ 1,500 |
Convertible Note Nine [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Mar. 19, 2023 | Mar. 19, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 3,000 | $ 3,000 |
Convertible Note Ten [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Apr. 21, 2023 | Apr. 21, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 7,500 | $ 7,500 |
Convertible Note Eleven [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Apr. 21, 2023 | Apr. 21, 2023 |
Debt instrument, conversion price | $ 1 | $ 1 |
Debt original issuance discount | $ 7,500 | $ 7,500 |
Convertible Note Twelve [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Jun. 30, 2023 | Jun. 30, 2023 |
Debt instrument, conversion price | $ 0.90 | $ 0.90 |
Debt original issuance discount | $ 3,000 | $ 3,000 |
Convertible Note Thirteen [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Sep. 12, 2023 | Sep. 12, 2023 |
Debt instrument, conversion price | $ 0.60 | $ 0.60 |
Debt original issuance discount | $ 6,000 | $ 6,000 |
SCHEDULE OF MATURITIES OF CONVE
SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Promissory Notes [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2023 | $ 3,300,000 | $ 3,550,000 |
2024 | 1,020,000 | 3,749,000 |
Total | $ 4,320,000 | $ 7,299,000 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | May 13, 2021 | Apr. 14, 2021 | Aug. 30, 2021 | Jun. 21, 2021 | May 19, 2021 | May 17, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||
Warrant issued to purchase shares | 255,050,000 | 256,600,000 | ||||||||
Notes Payable | $ 650,000 | $ 650,000 | $ 40,000 | |||||||
Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest | 197,804 | |||||||||
Notes Payable | $ 2,979,000 | |||||||||
Vonversion of notes into common shares | 37,374,170 | |||||||||
Convertible Promissory Note [Member] | Brighton Capital Partners L L C [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 3,300,000 | |||||||||
Debt instrument, term | 15 months | |||||||||
Debt instrument, maturity date | Jul. 14, 2022 | |||||||||
Interest rate | 10.00% | |||||||||
Debt instrument, conversion price | $ 3.15 | |||||||||
Debt original issuance discount | $ 300,000 | |||||||||
Debt instrument, redemption term | Any redemption with shares of our common stock shall be at the “market price” which is defined as 80% of our lowest closing trade price for the 10 consecutive trading days prior to the date on which the market price is measured. | |||||||||
Debt instrument, beneficial conversion feature | $ 3,300,000 | |||||||||
Convertible Promissory Note [Member] | Brighton Capital Partners L L C [Member] | Equity Financing Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Bridge Loan | $ 50,000,000 | |||||||||
Convertible Promissory Note One [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 382,500 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Mar. 13, 2023 | |||||||||
Debt original issuance discount | $ 7,500 | |||||||||
Warrant issued to purchase shares | 750,000 | |||||||||
Discount premium net | $ 257,531 | |||||||||
Convertible Promissory Note Two [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 420,750 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Mar. 13, 2023 | |||||||||
Debt original issuance discount | $ 8,250 | |||||||||
Warrant issued to purchase shares | 825,000 | |||||||||
Discount premium net | $ 283,284 | |||||||||
Convertible Promissory Note Three [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 1,020,000 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Mar. 17, 2023 | |||||||||
Debt original issuance discount | $ 20,000 | |||||||||
Convertible Promissory Note Four [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 497,250 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Mar. 19, 2023 | |||||||||
Debt original issuance discount | $ 9,750 | |||||||||
Warrant issued to purchase shares | 975,000 | |||||||||
Discount premium net | 317,561 | |||||||||
Convertible Promissory Note Five [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 76,500 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Mar. 19, 2023 | |||||||||
Debt original issuance discount | $ 1,500 | |||||||||
Warrant issued to purchase shares | 150,000 | |||||||||
Discount premium net | 48,855 | |||||||||
Convertible Promissory Note Six [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 153,000 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Mar. 19, 2023 | |||||||||
Debt original issuance discount | $ 3,000 | |||||||||
Warrant issued to purchase shares | 300,000 | |||||||||
Discount premium net | 97,711 | |||||||||
Convertible Promissory Note Seven [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 382,500 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Apr. 21, 2023 | |||||||||
Debt original issuance discount | $ 7,500 | |||||||||
Debt instrument, beneficial conversion feature | $ 100,828 | |||||||||
Warrant issued to purchase shares | 750,000 | |||||||||
Discount premium net | 274,172 | |||||||||
Convertible Promissory Note Eight [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 382,500 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Apr. 21, 2023 | |||||||||
Debt original issuance discount | $ 7,500 | |||||||||
Debt instrument, beneficial conversion feature | $ 100,828 | |||||||||
Warrant issued to purchase shares | 750,000 | |||||||||
Discount premium net | 274,172 | |||||||||
Convertible Promissory Note Nine [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 153,000 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Jun. 30, 2023 | |||||||||
Debt original issuance discount | $ 3,000 | |||||||||
Warrant issued to purchase shares | 375,000 | |||||||||
Discount premium net | 102,486 | |||||||||
Convertible Promissory Note Ten [Member] | Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 306,000 | |||||||||
Debt instrument, term | 22 months | |||||||||
Debt instrument, maturity date | Sep. 12, 2023 | |||||||||
Debt original issuance discount | $ 6,000 | |||||||||
Warrant issued to purchase shares | 1,000,000 | |||||||||
Discount premium net | $ 197,791 | |||||||||
Convertible Promissory Notes Eleven [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt original issuance discount | $ 0 | 2,055,219 | ||||||||
Discount premium net | 85,939 | |||||||||
Convertible Promissory Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, beneficial conversion feature | 340,370 | $ 20,597 | 838,941 | 2,042 | ||||||
Interest expense | 159,654 | $ 4,438 | 425,408 | 394 | ||||||
Amortization of debt discount | 838,941 | $ 2,042 | ||||||||
Accrued interest | $ 387,651 | $ 425,808 |
SCHEDULE OF CONVERTIBLE PROMI_3
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 7,500,000 | $ 7,500,000 | |
Convertible Promissory Note Related Parties One [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 7,500,000 | $ 7,500,000 | |
Interest rate | 5.00% | 5.00% | 5.00% |
Debt instrument, maturity date | Dec. 31, 2022 | Dec. 31, 2022 | |
Debt instrument, conversion price | $ 1.20 | $ 1.20 | $ 1.20 |
Convertible Promissory Note Related Parties One [Member] | Note Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion amount | $ 6,525,000 | $ 6,525,000 | |
Convertible Promissory Note Related Parties One [Member] | Note Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion amount | 975,000 | $ 975,000 | |
Convertible Promissory Notes Related Parties [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | 7,500,000 | ||
Less: Current portion | (7,500,000) | (7,500,000) | |
Total |
SCHEDULE OF MATURITIES OF CON_2
SCHEDULE OF MATURITIES OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES (Details) - Convertible Promissory Notes Related Parties [Member] | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 7,500,000 |
Total | $ 7,500,000 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Promissory Notes Related Parties [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Interest expense | $ 92,466 | $ 0 | $ 189,041 | $ 0 | |
Accrued interest | $ 281,507 | $ 189,041 | |||
Monster Creative LLC [Member] | Convertible Notes Payable [Member] | Phantom Power LLC [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt instrument, face amount | $ 6,525,000 | ||||
Interest rate | 5.00% | ||||
Debt instrument, maturity date | Dec. 31, 2022 | ||||
Debt instrument, conversion price | $ 1.20 | ||||
Monster Creative LLC [Member] | Convertible Notes Payable [Member] | Kevin Childress [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt instrument, face amount | $ 975,000 | ||||
Interest rate | 5.00% | ||||
Debt instrument, maturity date | Dec. 31, 2022 | ||||
Debt instrument, conversion price | $ 1.20 |
SCHEDULE OF WARRANTS ACTIVITIES
SCHEDULE OF WARRANTS ACTIVITIES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 23, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||||
Warrants, Outstanding, Beginning Balance | 283,650,000 | 262,725,000 | ||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 0.32627 | $ 0.23875 | ||
Warrants, Granted | 40,925,000 | 262,725,000 | ||
Weighted Average Exercise Price, Outstanding, Granted | $ 0.82643 | $ 0.0023875 | ||
Warrants, Exercised | (10,000,000) | (20,000,000) | ||
Weighted Average Exercise Price, Outstanding, Exercised | $ 0.20 | $ 0.20 | ||
Warrants, Exercised | 10,000,000 | 20,000,000 | ||
Warrants, Forfeited | ||||
Weighted Average Exercise Price, Outstanding, Forfeited | ||||
Warrants, Expired | ||||
Weighted Average Exercise Price, Outstanding, Expired | ||||
Warrants, Outstanding, Ending Balance | 273,650,000 | 283,650,000 | 262,725,000 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 1 | $ 0.33088 | $ 0.32627 | $ 0.23875 |
Warrants, Intrinsic Value | $ 18,400,000 | $ 104,800,000 | ||
Warrants, Weighted Average Remaining Contractual Life | 1 year | 1 year 11 months 12 days | 2 years 2 months 8 days | 1 year 10 months 17 days |
SUMMARY OF STOCK OPTION (Detail
SUMMARY OF STOCK OPTION (Details) - USD ($) | Oct. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||||
Options, Outstanding, Beginning Balance | 630,000 | |||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 0.70 | |||
Options, Granted | 630,000 | 630,000 | ||
Weighted Average Exercise Price, Granted | $ 0.70 | |||
Options, Exercised | ||||
Weighted Average Exercise Price, exercised | $ 0.70 | |||
Options, Forfeited | ||||
Weighted Average Exercise Price, Forfeited | ||||
Options, Expired | ||||
Weighted Average Exercise Price, Expired | ||||
Options, Outstanding, Ending Balance | 630,000 | 630,000 | ||
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 0.70 | $ 0.70 | ||
Options, Intrinsic Value | ||||
Options, Weighted Average Remaining Contractual Life | 10 years | 9 years 6 months 25 days | 9 years 9 months 25 days |
SUMMARY OF FAIR VALUE VALUATION
SUMMARY OF FAIR VALUE VALUATION TECHNIQUES (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expected term | 2 years | ||
Expected volatility, minimum | 182.00% | ||
Expected volatility, maximum | 409.00% | ||
Expected volatility | 761.00% | ||
Expected dividend yield | |||
Risk-free interest rate, minimum | 0.10% | ||
Risk-free interest rate, maximum | 0.58% | ||
Risk-free Interest rate | 0.33% | ||
Minimum [Member] | |||
Expected term | 2 years | ||
Maximum [Member] | |||
Expected term | 10 years |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Apr. 02, 2022 | Mar. 25, 2022 | Feb. 12, 2022 | Nov. 19, 2021 | Nov. 12, 2021 | Oct. 26, 2021 | Oct. 06, 2021 | Jul. 06, 2021 | Jun. 03, 2021 | May 13, 2021 | May 06, 2021 | Dec. 04, 2020 | May 11, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | Aug. 30, 2021 | Jun. 30, 2021 | Jun. 21, 2021 | May 21, 2021 | May 19, 2021 | Apr. 26, 2021 | Apr. 15, 2021 | Mar. 31, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | Dec. 23, 2020 | Oct. 31, 2020 | Feb. 29, 2020 | Mar. 30, 2022 | Mar. 31, 2022 | Mar. 30, 2022 | Mar. 17, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Apr. 30, 2022 | Sep. 30, 2021 | Sep. 28, 2021 | Jul. 21, 2021 | Feb. 25, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 13,200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares cancelled | |||||||||||||||||||||||||||||||||||||||||||||
Shares redeemed, value | $ (215) | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 517,795 | 517,795 | |||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 7,450,000,000 | 7,450,000,000 | 7,450,000,000 | 5,000,000,000 | 7,450,000,000 | 7,450,000,000 | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||||||||||||||||||||
Common Stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued | 1,317,065,639 | 1,023,039,433 | 974,177,443 | 1,317,065,639 | 1,023,039,433 | 974,177,443 | 974,177,443 | ||||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 1,317,065,639 | 1,023,039,433 | 974,177,443 | 1,317,065,639 | 1,023,039,433 | 974,177,443 | 974,177,443 | ||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition of Tickeri, shares | 8,962,036 | 13,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 190,593 | $ 179,675 | $ 6,228,594 | ||||||||||||||||||||||||||||||||||||||||||
Number of warrants granted | 40,925,000 | 262,725,000 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 2,000,000 | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrant term | 1 year 11 months 12 days | 2 years 2 months 8 days | 1 year 10 months 17 days | 1 year | 1 year 11 months 12 days | 2 years 2 months 8 days | 1 year 10 months 17 days | 1 year 10 months 17 days | |||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.33088 | $ 0.32627 | $ 0.23875 | $ 1 | $ 0.33088 | $ 0.32627 | $ 0.23875 | $ 0.23875 | |||||||||||||||||||||||||||||||||||||
Number of warrant exercise | 10,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants, shares | 255,050,000 | 256,600,000 | 255,050,000 | 256,600,000 | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 4,101,329 | $ 10,734,833 | |||||||||||||||||||||||||||||||||||||||||||
Number of options granted | 630,000 | 630,000 | |||||||||||||||||||||||||||||||||||||||||||
Options term | 10 years | 9 years 6 months 25 days | 9 years 9 months 25 days | ||||||||||||||||||||||||||||||||||||||||||
Exercisable price | $ 0.70 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued for settlement | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants exercised | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for conversion of debt | 37,374,170 | ||||||||||||||||||||||||||||||||||||||||||||
Shares cancelled | 825,000 | 825,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Warrant expenses | $ 1,146,998 | $ 1,146,998 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 3,270,349 | 0 | 3,765,363 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 17,411,672 | $ 20,682,021 | 17,411,672 | 20,682,021 | |||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Convertible Note Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants granted | 1,000,000 | 1,575,000 | 375,000 | 1,500,000 | 1,425,000 | 112,500 | |||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | |||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ 0.60 | $ 1 | $ 0.90 | $ 1 | $ 1 | $ 0.60 | |||||||||||||||||||||||||||||||||||||||
Debt discount | $ 197,791 | $ 540,815 | $ 102,486 | $ 548,344 | $ 464,127 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share based expenses | $ 2,337,341 | ||||||||||||||||||||||||||||||||||||||||||||
Number of warrants granted | 6,000,000 | 2,500,000 | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrant term | 4 years | 2 years | 5 years | 2 years | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 19,132,393 | ||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Sep. 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant expenses | $ 168,615 | $ 168,615 | |||||||||||||||||||||||||||||||||||||||||||
Vested by monthly | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant term | The warrants vest as follows: 750,000 per quarter for the quarters ended December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022; 1,000,000 upon release of a fully functional cryptocurrency wallet by December 31, 2021, which criteria was satisfied; and 2,000,000 upon the completion of peer-to-peer in the mobile application by March 31, 2022. | ||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Consulting Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of warrants granted | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||
Warrant expenses | $ 112,410 | 112,410 | |||||||||||||||||||||||||||||||||||||||||||
Vested by monthly | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 13,200,000 | 675,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants granted | 12,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of warrant exercise | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of warrant exercise | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Service Based Grants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | 19,213,864 | ||||||||||||||||||||||||||||||||||||||||||||
Performance Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | 1,468,157 | ||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 36,750 | $ 0 | 24,500 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Services Based Grants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 416,496 | $ 416,496 | |||||||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition of Tickeri, shares | 26,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 26,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 6,756,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | |||||||||||||||||||||||||||||||||||||||||||||
Number of options granted | 26,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation | 26,800,000 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 26,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 6,756,000 | ||||||||||||||||||||||||||||||||||||||||||||
2020 Stock Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares available for grant | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Tickeri Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 468 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||
Common Stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued | 8,500,000 | 8,500,000 | 8,500,000 | 8,500,000 | 8,500,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 8,500,000 | 8,500,000 | 8,500,000 | 8,500,000 | 8,500,000 | ||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 468 | $ 468 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 437,500 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, common stock shares issued | 220,640,000 | 79,390,000 | 220,640,000 | 49,000,000 | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 675,000 | 18,272,540 | |||||||||||||||||||||||||||||||||||||||||||
Shares redeemed, value | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition of Tickeri, shares | 9,345,794 | ||||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 7 | $ 183 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, common stock shares issued | 151,650,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Tickeri Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,500,000 | 8,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 85 | $ 85 | |||||||||||||||||||||||||||||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | 999,996 | ||||||||||||||||||||||||||||||||||||||||||||
Shares redeemed, value | (215) | ||||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 190,586 | $ 179,675 | 6,228,411 | ||||||||||||||||||||||||||||||||||||||||||
Share based expenses | $ 6,066,881 | ||||||||||||||||||||||||||||||||||||||||||||
Additional Paid-in Capital [Member] | Tickeri Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 383 | $ 383 | |||||||||||||||||||||||||||||||||||||||||||
Respective Members [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Membership interests | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued | 198,750 | ||||||||||||||||||||||||||||||||||||||||||||
Two Separate Holders [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants granted | 250,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||
Shareholders [Member] | Tickeri Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Contributed value for working capital | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, redemption term | Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value. | Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value. | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights | Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. | Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held. | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 7,000,000 | 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 570,000 | 570,000 | 570,000 | 900,000 | 570,000 | 570,000 | 900,000 | 900,000 | 900,000 | 900,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, redemption term | Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value. | Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value. | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights | for Series B Preferred shareholders holding greater than 750 shares of Series B Preferred Stock, for the calendar months of December 2021 and January 2022, Series B Preferred shareholders shall not have the right, whether by election, operation of law, or otherwise, to convert into Common Stock shares of Series B Preferred stock constituting more than 5% of the total number of Series B Preferred shares held by them; and for each of the calendar months from February 2022 to May 2023 | Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. | Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held. | ||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, common stock shares issued | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,272 | 493 | |||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 528 | ||||||||||||||||||||||||||||||||||||||||||||
Share based compensation value granted | $ 4,375 | $ 401,900 | |||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 22,064 | 7,939 | 22,064 | 4,900 | |||||||||||||||||||||||||||||||||||||||||
Shares redeemed, value | $ 215 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares redeemed | 215 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 517,795 | 544,759 | 0 | 517,795 | 544,759 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 517,795 | 544,759 | 0 | 517,795 | 544,759 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, conversion, description | Series B Preferred shareholder may convert is 3% of the total number of Series B Preferred shares held by them. This action was approved by Series B Shareholder consent. | ||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 220,640,000 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 49,000,000 | 15,165 | 22,064 | ||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 1,219 | ||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 525 | ||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Respective Members [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 7,450,000,000 | 7,450,000,000 | 7,450,000,000 | 7,450,000,000 | |||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 552,029 | 552,029 | |||||||||||||||||||||||||||||||||||||||||||
Membership interests | 43.50% | 43.50% | |||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | one-for-four reverse stock split of the common shares | one-for-four reverse stock split | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 39,967 | $ 39,967 | |||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, common stock shares issued | 7,962 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 93,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares cancelled | 9,350 | ||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Cofounder [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Membership interests | 43.50% | 43.50% | |||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Jeffrey Hinshaw [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Membership interests | 14.60% | 14.60% | |||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Michele Rivera [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Membership interests | 14.60% | 14.60% | |||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Karen Garcia [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Membership interests | 14.60% | 14.60% | |||||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares forfeited | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, redemption term | Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series C Preferred Stock in cash at a price per share of Series C Preferred Stock equal to 100% of the liquidation value | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights | Holders of Series C Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of five thousand (5,000) votes for every share of Series C Preferred Stock held | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, common stock shares issued | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 675,000 | 1,120,176 | 1,318,926 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares cancelled | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Adjustment of shares | 41,156 | ||||||||||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 26,831 | $ 676,408 | |||||||||||||||||||||||||||||||||||||||||||
Share based expenses | $ 4,626,417 | $ 6,521,095 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 198,750 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Settlement Of Liability [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Tickeri [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 9,345,794 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Chile Country Rights [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition of Tickeri, shares | 437,500 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from acquisition | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 79,625,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 18,272,540 | ||||||||||||||||||||||||||||||||||||||||||||
Share based expenses | $ 1,440,464 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | May 02, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Related party transaction, amounts | $ 0 | $ 15,200 | $ 15,200 | |||||
Related party transaction, amount | $ 89,491 | |||||||
Monster Creative LLC [Member] | Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | ||||
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Related party transaction, amounts | $ 406,040 |
COUNTRY RIGHTS OPTION (Details
COUNTRY RIGHTS OPTION (Details Narrative) - USD ($) | Apr. 02, 2022 | Feb. 12, 2022 | Apr. 06, 2021 | Apr. 06, 2021 | Mar. 15, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 26, 2021 | Dec. 23, 2020 | Oct. 31, 2020 | Mar. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of warrants granted | 40,925,000 | 262,725,000 | |||||||||||||||
Warrant exercise price | $ 1 | $ 0.33088 | $ 0.32627 | $ 0.23875 | |||||||||||||
Warrant term | 1 year | 1 year 11 months 12 days | 2 years 2 months 8 days | 1 year 10 months 17 days | |||||||||||||
Deferred revenue | $ 43,243 | ||||||||||||||||
Proceeds from warrant exercises | $ 2,000,000 | 4,000,000 | |||||||||||||||
Shares outstanding | |||||||||||||||||
Proceeds from issuance of common stock | $ 1,000,000 | ||||||||||||||||
Shares issued for cash, shares | 13,200,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Shares issued for cash, shares | 13,200,000 | 675,000 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Number of warrants granted | 12,500,000 | ||||||||||||||||
Proceeds from warrant exercises | $ 4,000,000 | ||||||||||||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||
Proceeds from warrant exercises | $ 4,000,000 | ||||||||||||||||
Tuigamala Group Pty Ltd [Member] | Subsidiaries [Member] | |||||||||||||||||
Ownership percentage | 66.66% | 33.33% | 35.00% | 33.33% | |||||||||||||
Shares outstanding | 2,500,000 | 1,250,000 | 3,750,000 | 1,250,000 | |||||||||||||
Proceeds from issuance of common stock | $ 10,000,000 | $ 5,000,000 | $ 15,000,000 | ||||||||||||||
Aurea Group [Member] | Subsidiaries [Member] | |||||||||||||||||
Ownership percentage | 35.00% | 35.00% | |||||||||||||||
Shares outstanding | 1,562,500 | ||||||||||||||||
Proceeds from issuance of common stock | $ 7,500,000 | $ 6,500,000 | |||||||||||||||
Aurea Group [Member] | Subsidiaries [Member] | At First Closing Date [Member] | |||||||||||||||||
Shares outstanding | 437,500 | ||||||||||||||||
Proceeds from issuance of common stock | $ 1,000,000 | ||||||||||||||||
Aurea Group [Member] | Each Tranches [Member] | Subsidiaries [Member] | |||||||||||||||||
Proceeds from issuance of common stock | $ 500,000 | $ 500,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Tuigamala Group Pty Ltd [Member] | |||||||||||||||||
Proceeds from stock options | $ 5,600,000 | ||||||||||||||||
Number of warrants granted | 12,500,000 | ||||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||||
Warrant term | 2 years | ||||||||||||||||
Warrant expiration date | Dec. 23, 2021 | ||||||||||||||||
Proceeds from warrant exercises | $ 600,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Tuigamala Group Pty Ltd [Member] | Warrant [Member] | |||||||||||||||||
Deferred revenue | 556,757 | ||||||||||||||||
Securities Purchase Agreement [Member] | Tuigamala Group Pty Ltd [Member] | Options [Member] | |||||||||||||||||
Deferred revenue | 43,243 | ||||||||||||||||
Securities Purchase Agreement [Member] | Tuigamala Group Pty Ltd [Member] | Initial Payment [Member] | |||||||||||||||||
Proceeds from stock options | 600,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Tuigamala Group Pty Ltd [Member] | Second Payment [Member] | |||||||||||||||||
Proceeds from stock options | $ 5,000,000 | ||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||
Shares issued for cash, shares | 4,000,000 | ||||||||||||||||
Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
Shares issued for cash, shares | 4,000,000 |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | $ 1,147,134 | $ 154,104 | $ 2,503,388 | ||||||
Cost of revenues | 520,970 | 104,743 | 1,104,959 | ||||||
Gross profit | 626,164 | 49,361 | 1,398,429 | ||||||
Total operating expenses net of depreciation and amortization | 1,207,594 | 23,865,004 | |||||||
Depreciation and amortization | 22,249,121 | ||||||||
Other (income) expense | 20,660 | 4,940,308 | |||||||
Income (loss) from continuing operations | (12,465,345) | (1,436,862) | (49,656,004) | (713,263) | |||||
Property and equipment, net | 359,106 | 356,447 | |||||||
Intangible assets, net | 2,695 | ||||||||
Goodwill | 10,512,346 | 6,531,346 | |||||||
Capital expenditures | 367,576 | ||||||||
HUMBL Pay [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | 15,114 | ||||||||
Cost of revenues | |||||||||
Gross profit | 15,114 | ||||||||
Total operating expenses net of depreciation and amortization | 841,719 | 11,201,593 | |||||||
Depreciation and amortization | 22,850 | ||||||||
Other (income) expense | 12,912 | 2,531,630 | |||||||
Income (loss) from continuing operations | (854,631) | (13,740,959) | |||||||
Property and equipment, net | 9,794 | ||||||||
Intangible assets, net | |||||||||
Goodwill | |||||||||
Capital expenditures | 11,040 | ||||||||
HUMBL Marketplace [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | 154,104 | 2,224,506 | |||||||
Cost of revenues | 104,743 | 1,104,959 | |||||||
Gross profit | 49,361 | 1,119,547 | |||||||
Total operating expenses net of depreciation and amortization | 365,875 | 10,555,028 | |||||||
Depreciation and amortization | 22,221,701 | ||||||||
Other (income) expense | 7,748 | 1,902,352 | |||||||
Income (loss) from continuing operations | (324,262) | (33,559,534) | |||||||
Property and equipment, net | 344,694 | ||||||||
Intangible assets, net | 2,695 | ||||||||
Goodwill | 6,531,346 | ||||||||
Capital expenditures | 354,328 | ||||||||
HUMBL Financial [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | 263,768 | ||||||||
Cost of revenues | |||||||||
Gross profit | 263,768 | ||||||||
Total operating expenses net of depreciation and amortization | 2,108,383 | ||||||||
Depreciation and amortization | 4,570 | ||||||||
Other (income) expense | 506,326 | ||||||||
Income (loss) from continuing operations | (2,355,511) | ||||||||
Property and equipment, net | 1,959 | ||||||||
Intangible assets, net | |||||||||
Goodwill | |||||||||
Capital expenditures | $ 2,208 | ||||||||
Consumer [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | 1,128,750 | ||||||||
Cost of revenues | 506,135 | ||||||||
Gross profit | 622,615 | ||||||||
Total operating expenses net of depreciation and amortization | 9,517,771 | ||||||||
Depreciation and amortization | 46,053 | ||||||||
Other (income) expense | 1,966,758 | ||||||||
Income (loss) from continuing operations | (10,907,967) | ||||||||
Property and equipment, net | 359,106 | ||||||||
Intangible assets, net | |||||||||
Goodwill | 6,531,346 | ||||||||
Capital expenditures | 8,510 | ||||||||
Intangible assets – digital assets | 32,064 | ||||||||
Commercial [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | 18,384 | ||||||||
Cost of revenues | 14,835 | ||||||||
Gross profit | 3,549 | ||||||||
Total operating expenses net of depreciation and amortization | 458,059 | ||||||||
Depreciation and amortization | 1,105,476 | ||||||||
Other (income) expense | (2,608) | ||||||||
Income (loss) from continuing operations | (1,557,378) | ||||||||
Property and equipment, net | |||||||||
Intangible assets, net | 3,333,284 | ||||||||
Goodwill | 3,981,000 | ||||||||
Capital expenditures | |||||||||
Intangible assets – digital assets | 406,040 | ||||||||
Total [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Segmented operating revenues | 1,147,134 | ||||||||
Cost of revenues | 520,970 | ||||||||
Gross profit | 626,164 | ||||||||
Total operating expenses net of depreciation and amortization | 9,975,830 | ||||||||
Depreciation and amortization | 1,151,529 | ||||||||
Other (income) expense | 1,964,150 | ||||||||
Income (loss) from continuing operations | (12,465,345) | ||||||||
Property and equipment, net | 359,106 | ||||||||
Intangible assets, net | 3,333,284 | ||||||||
Goodwill | 10,512,346 | ||||||||
Capital expenditures | 8,510 | ||||||||
Intangible assets – digital assets | $ 438,104 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - Integer | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Number of segments | 3 | 3 |
SUMMARY OF RECONCILING DIFFEREN
SUMMARY OF RECONCILING DIFFERENCES BETWEEN U.S. FEDERAL STATUTORY AND EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21.00% | 21.00% |
State income taxes at statutory rate | 8.90% | 6.90% |
Permanent differences | 0.00% | 0.00% |
Stock compensation/consultant stock | 19.80% | 0.00% |
Debt discounts | (2.27%) | 0.00% |
Change in valuation allowance | (47.43%) | (27.90%) |
Totals | 0.00% | (0.00%) |
SUMMARY DEFERRED TAX ASSET AND
SUMMARY DEFERRED TAX ASSET AND (LIABILITY) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Net operating losses | $ 580,302 | $ 277,704 |
Stock compensation/consultant stock | 3,308,200 | |
Debt discounts | (378,743) | |
Other expense | ||
Total deferred tax assets (liabilities) | 3,509,759 | 79,005 |
Less: Valuation allowance | (3,509,759) | (79,005) |
Net deferred tax assets (liabilities) |
SUMMARY OF PROVISION (BENEFIT)
SUMMARY OF PROVISION (BENEFIT) FOR INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Current | $ 800 | $ 800 | ||
Deferred | ||||
Total | $ 800 | $ 800 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 16,713,136 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 02, 2022 | Apr. 02, 2022 | Mar. 30, 2022 | Mar. 25, 2022 | Mar. 03, 2022 | Feb. 22, 2022 | Feb. 12, 2022 | Jan. 21, 2022 | Jul. 06, 2021 | Jun. 30, 2021 | Jun. 03, 2021 | May 06, 2021 | May 11, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 30, 2022 | Mar. 31, 2022 | Mar. 30, 2022 | Mar. 17, 2022 | Mar. 31, 2021 | Dec. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2022 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 13,200,000 | |||||||||||||||||||||||
Proceeds from the exercise of warrants | $ 2,000,000 | $ 4,000,000 | ||||||||||||||||||||||
Shares issued for cash | 1,000,000 | |||||||||||||||||||||||
Proceeds from related party debt | $ 4,500,000 | 6,700,000 | $ 225,000 | |||||||||||||||||||||
Number of shares issued for assigned | 8,962,036 | 13,200,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 10,000,000 | |||||||||||||||||||||||
Shares cancelled | ||||||||||||||||||||||||
Common stock accrued | 1,317,065,639 | 1,023,039,433 | 1,317,065,639 | 1,023,039,433 | 974,177,443 | |||||||||||||||||||
Related party transaction amount | $ 0 | $ 15,200 | $ 15,200 | |||||||||||||||||||||
Tickeri Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 10,000,000 | |||||||||||||||||||||||
Shares issued for cash | $ 468 | |||||||||||||||||||||||
Common stock accrued | 8,500,000 | 8,500,000 | ||||||||||||||||||||||
Tickeri Inc [Member] | HUMBL Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Purchase price | $ 20,000,000 | |||||||||||||||||||||||
Acquisition transaction costs | $ 20,000,000 | |||||||||||||||||||||||
Juan and Javier Gonzalez [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 4,672,897 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Conversion of preferred stock | 22,064 | 7,939 | 22,064 | 4,900 | ||||||||||||||||||||
Common stock issued to conversion stock | 10,000 | 10,000 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Conversion of preferred stock | 93,500,000 | |||||||||||||||||||||||
Common stock issued to conversion stock | 7,962 | |||||||||||||||||||||||
Two Promissory Notes [Member] | Tickeri Inc [Member] | HUMBL Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payments for acquisition | $ 10,000,000 | |||||||||||||||||||||||
Secured Promissory Note [Member] | Juan and Javier Gonzalez [Member] | Tickeri Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | |||||||||||||||||||||||
One Convertible Note and One Non Convertible Note [Member] | Doug Brandt [Member] | Monster Creative LLC [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | |||||||||||||||||||||||
One Convertible Note and One Non Convertible Note [Member] | Kevin Childress [Member] | Monster Creative LLC [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | |||||||||||||||||||||||
Convertible Notes [Member] | Doug Brandt and Kevin Childress [Member] | Monster Creative LLC [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||
Aggregate principal amount | $ 7,500,000 | |||||||||||||||||||||||
Conversion price per share | $ 1.20 | |||||||||||||||||||||||
Debt term | 18 months | |||||||||||||||||||||||
Non Convertible Notes [Member] | Doug Brandt and Kevin Childress [Member] | Monster Creative LLC [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||
Maturity date | Apr. 1, 2022 | |||||||||||||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||||||||||||||
Debt term | 3 years | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 26,800,000 | |||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||
Shares issued for cash | $ 6,756,000 | |||||||||||||||||||||||
Contingent consideration | $ 4,526,520 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 437,500 | |||||||||||||||||||||||
Shares issued for cash | $ 4 | |||||||||||||||||||||||
Number of shares issued for assigned | 9,345,794 | |||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 93 | |||||||||||||||||||||||
Common stock issued to conversion stock | 220,640,000 | 79,390,000 | 220,640,000 | 49,000,000 | ||||||||||||||||||||
Common Stock [Member] | Tickeri Inc [Member] | HUMBL Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payments for acquisition | 10,000,000 | |||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 4,000,000 | |||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Cash acquired from acquisition | $ 150,000 | |||||||||||||||||||||||
Number of shares issued for assigned | 8,962,036 | |||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,500,000 | |||||||||||||||||||||||
Purchase price | 1,650,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 13,200,000 | 675,000 | ||||||||||||||||||||||
Proceeds from related party debt | $ 3,000,000 | |||||||||||||||||||||||
Shares cancelled | 175,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Tickeri Inc [Member] | HUMBL Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Purchase price | 20,000,000 | |||||||||||||||||||||||
Acquisition transaction costs | $ 20,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock accrued | 198,750 | |||||||||||||||||||||||
Related party transaction amount | $ 406,040 | |||||||||||||||||||||||
Subsequent Event [Member] | Juan Gonzalez [Member] | Tickeri Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 4,672,897 | |||||||||||||||||||||||
Subsequent Event [Member] | Javier Gonzalez [Member] | Tickeri Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 4,672,897 | |||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 220,640,000 | |||||||||||||||||||||||
Shares cancelled | 4,900 | |||||||||||||||||||||||
Conversion of preferred stock | 49,000,000 | 15,165 | 22,064 | |||||||||||||||||||||
Subsequent Event [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Proceeds from related party debt | $ 1,500,000 | $ 3,000,000 | ||||||||||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||||||||
Maturity date | Mar. 30, 2025 | Feb. 22, 2025 | ||||||||||||||||||||||
Subsequent Event [Member] | Two Promissory Notes [Member] | Tickeri Inc [Member] | HUMBL Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payments for acquisition | $ 10,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Secured Promissory Note [Member] | Juan and Javier Gonzalez [Member] | Tickeri Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||
Maturity date | Dec. 31, 2022 | |||||||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 26,800,000 | |||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||
Shares issued for cash | $ 6,756,000 | |||||||||||||||||||||||
Contingent consideration | $ 4,526,520 | |||||||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 10,000,000 | |||||||||||||||||||||||
Proceeds from the exercise of warrants | $ 2,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued to conversion stock | 151,650,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Tickeri Inc [Member] | HUMBL Inc [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payments for acquisition | $ 10,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares of common stock | 4,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Cash acquired from acquisition | $ 150,000 | |||||||||||||||||||||||
Number of shares issued for assigned | 8,962,036 | |||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,500,000 | |||||||||||||||||||||||
Purchase price | $ 1,650,000 |
SCHEDULE OF LOSS FOR DISCONTINU
SCHEDULE OF LOSS FOR DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 2,156 | |
Cost of revenue | ||
Gross profit | 2,156 | |
Operating expenses | 7,945 | |
Operating and non-operating expenses | 260,125 | |
Loss from discontinued operations | (7,945) | (257,969) |
Operating and non-operating expenses | $ (260,125) |
BUSINESS COMBINATIONS AND ACQ_3
BUSINESS COMBINATIONS AND ACQUISITIONS OF ASSETS (Details Narrative) - USD ($) | Feb. 12, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 03, 2022 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Shares issued for cash, shares | 13,200,000 | ||||
Shares issued for cash | $ 1,000,000 | ||||
Goodwill | 10,512,346 | $ 6,531,346 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued for cash, shares | 26,800,000 | ||||
Vesting period | 2 years | ||||
Shares issued for cash | $ 6,756,000 | ||||
Contingent consideration | $ 4,526,520 | ||||
BizSecure, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued for cash, shares | 13,200,000 | ||||
Goodwill | $ 3,981,000 | ||||
BizSecure, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued for cash, shares | 26,800,000 | ||||
Vesting period | 2 years | ||||
Shares issued for cash | $ 6,756,000 | ||||
Contingent consideration | $ 4,526,520 | ||||
Ixaya Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,008,642 | $ 1,008,642 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 5,851 | $ 11,129 |
SCHEDULE OF FINITELIVED INTANGI
SCHEDULE OF FINITELIVED INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property - software – 5 year-life | $ 3,150,000 | |
Customer relationship – 5 year-life | 275,000 | |
Accumulated amortization | (91,716) | |
Intangible assets, net | $ 3,333,284 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets acquired | $ 271,800 | ||||
Amortization | 91,716 | ||||
Impairment - goodwill | 1,008,642 | $ 22,203,422 | |||
Tickeri [Member] | |||||
Impairment - goodwill | 16,733,272 | ||||
Monster Creative Transaction [Member] | |||||
Impairment - goodwill | $ 5,470,150 | ||||
Ixaya [Member] | |||||
Impairment - goodwill | 1,008,642 | ||||
BizSecure [Member] | |||||
Intangible assets acquired | $ 2,775,000 | ||||
Ixaya [Member] | |||||
Intangible assets acquired | $ 650,000 |
SCHEDULE OF DIGITAL ASSET HOLDI
SCHEDULE OF DIGITAL ASSET HOLDINGS (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / shares | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net, beginning balance | $ 2,695 |
Purchases of digital assets | 271,800 |
Purchases of digital assets by customers | 574,313 |
Purchases of blocks | (354,580) |
Transfers | |
Nft commissions | 1,063 |
Nft purchase | (406,040) |
Advertising expenses | (31,770) |
Conferences | (9,650) |
Impairment digital assets | (45,318) |
Gain loss on disposal of digital assets | 29,551 |
Finite-lived intangible assets, net, ending balance | $ 32,064 |
Digital Assets held | $ / shares | |
ETH [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net, beginning balance | $ 2,664 |
Purchases of digital assets | 271,800 |
Purchases of digital assets by customers | |
Purchases of blocks | (295,784) |
Transfers | 425,223 |
Nft commissions | 1,063 |
Nft purchase | (338,104) |
Advertising expenses | (34,784) |
Conferences | (9,650) |
Impairment digital assets | (42,580) |
Gain loss on disposal of digital assets | 27,976 |
Finite-lived intangible assets, net, ending balance | $ 7,824 |
Digital Assets held | $ / shares | $ 2.390693611 |
BTC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net, beginning balance | $ 28 |
Purchases of digital assets | |
Purchases of digital assets by customers | |
Purchases of blocks | |
Transfers | |
Nft commissions | |
Nft purchase | |
Advertising expenses | |
Conferences | |
Impairment digital assets | |
Gain loss on disposal of digital assets | |
Finite-lived intangible assets, net, ending balance | $ 28 |
Digital Assets held | $ / shares | $ 0.00093788 |
WETH [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net, beginning balance | |
Purchases of digital assets | |
Purchases of digital assets by customers | |
Purchases of blocks | |
Transfers | 34,056 |
Nft commissions | |
Nft purchase | (23,590) |
Advertising expenses | |
Conferences | |
Impairment digital assets | (1,972) |
Gain loss on disposal of digital assets | 1,571 |
Finite-lived intangible assets, net, ending balance | $ 10,065 |
Digital Assets held | $ / shares | $ 4 |
DAI [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net, beginning balance | |
Purchases of digital assets | |
Purchases of digital assets by customers | |
Purchases of blocks | |
Transfers | 15,721 |
Nft commissions | |
Nft purchase | (14,094) |
Advertising expenses | |
Conferences | |
Impairment digital assets | (766) |
Gain loss on disposal of digital assets | 7 |
Finite-lived intangible assets, net, ending balance | $ 868 |
Digital Assets held | $ / shares | $ 868.26 |
USDC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net, beginning balance | $ 3 |
Purchases of digital assets | |
Purchases of digital assets by customers | 574,313 |
Purchases of blocks | (58,796) |
Transfers | (475,000) |
Nft commissions | |
Nft purchase | (30,252) |
Advertising expenses | 3,014 |
Conferences | |
Impairment digital assets | |
Gain loss on disposal of digital assets | (3) |
Finite-lived intangible assets, net, ending balance | $ 13,279 |
Digital Assets held | $ / shares |
INTANGIBLE ASSETS _ DIGITAL A_3
INTANGIBLE ASSETS – DIGITAL ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Acquire intangible assets | $ 271,800 | |||
Digital currency expenses | 41,420 | $ 133,660 | ||
Commissions received | 1,063 | 8,400 | ||
Impairment of intangible assets | 34,570 | |||
Gain on sale of digital assets | 29,551 | 47,875 | ||
Unfunded liability | $ 219,733 | 219,733 | ||
Intangible assets, net | 2,695 | |||
Asset and liability related to digital assets held | 1,000,000 | 1,000,000 | ||
Digital Currency [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquire intangible assets | 406,046 | 114,650 | ||
Acquire intangible assets in future | 219,733 | |||
Media Content [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | 45,318 | |||
Intangible assets, net | 438,104 | 438,104 | $ 2,695 | |
Media Content [Member] | Other Noncurrent Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, net | $ 406,040 | $ 406,040 |
SCHEDULE OF CONVERTIBLE PROMI_4
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES (Details) (Parenthetical) - Convertible Promissory Note Related Parties One [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Interest rate | 5.00% | 5.00% | 5.00% |
Maturity date | Dec. 31, 2022 | Dec. 31, 2022 | |
Conversion price per share | $ 1.20 | $ 1.20 | $ 1.20 |
Note Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion amount | $ 6,525,000 | $ 6,525,000 | |
Note Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion amount | $ 975,000 | $ 975,000 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - $ / shares | Oct. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options, Granted | 630,000 | 630,000 | ||
Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | $ 0.70 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options, Outstanding, Beginning Balance | ||||
Weighted Average Exercise Price, Outstanding, Beginning Balance | ||||
Options, Granted | 26,800,000 | |||
Weighted Average Exercise Price, Granted | $ 0.1689 | |||
Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Options, forfeited | ||||
Weighted Average Exercise Price, Forfeited | ||||
Options, vested | ||||
Weighted Average Exercise Price, Vested | ||||
Options, Outstanding, Ending Balance | 26,800,000 | |||
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 0.1689 |
NOTE PAYABLE - BANK (Details Na
NOTE PAYABLE - BANK (Details Narrative) - USD ($) | Mar. 03, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||
Due payment | $ 7,110 | |||
Due payment | $ 350 | |||
Amount outstanding | $ 502,549 | $ 501,828 | $ 40,000 | |
Note payable to bank | 4,152 | |||
Notes payables to bank noncurrent | 10,153 | |||
Notes Payable to Banks [Member] | ||||
Short-Term Debt [Line Items] | ||||
Amount outstanding | $ 14,305 |