Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-248871 | |
Entity Registrant Name | ECO INNOVATION GROUP, INC. | |
Entity Central Index Key | 0001144169 | |
Entity Tax Identification Number | 85-0842591 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 16525 Sherman Way | |
Entity Address, Address Line Two | Suite C-1 | |
Entity Address, City or Town | Van Nuys | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91406 | |
City Area Code | (800) | |
Local Phone Number | 922-4356 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ECOX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 195,912,036 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 9,438 | $ 84 |
Prepaid expenses | 58,333 | |
Total Current Assets | 67,771 | 84 |
Other Assets | ||
Furniture and Equipment | 1,000 | |
Intangible Asset | 1,367,200 | 1,050,000 |
Investment | 650,000 | |
Deposits and other assets | 8,000 | 8,000 |
Total Other Assets | 2,026,200 | 1,058,000 |
Total Assets | 2,093,971 | 1,058,084 |
Current Liabilities | ||
Accounts Payable and accrued expenses | 1,087,562 | 223,866 |
Convertible Notes Payable | 130,137 | 50,122 |
Deferred Revenue | 181,525 | 181,525 |
Warrant Liability | 152,400 | |
Share Payable Liability | 316,262 | |
Derivative liabilities | 433,735 | 92,183 |
Convertible Notes Payable Related party | 4,875 | 4,875 |
Series C Preferred stock liability | 116,068 | |
Related Party Loans | 15,000 | 15,000 |
Total Current Liabilities | 2,437,564 | 567,571 |
Total Liabilities | 2,437,564 | 567,571 |
Stockholders' Equity | ||
Preferred stock, par value $0.001, authorized 50,000,000 shares, issued and outstanding 30,000,000 shares | 30,000 | 30,000 |
Common stock, par value $0.001, authorized 500,000,000 shares, issued and outstanding 191,912,036 and 135,930,680 shares at September 30, 2021 and December 31, 2020, respectively | 191,911 | 139,931 |
Common shares to be issued, 14,757,218 and 20,000,000 as of September 30, 2021 and December 31, 2020, respectively | 14,757 | 20,000 |
Additional paid-in capital | 7,777,062 | 6,260,122 |
Accumulated deficit | (8,357,323) | (5,959,540) |
Total Stockholders' Equity (Deficit) | (343,593) | 490,513 |
TOTAL LIABILITIES and Stockholders' Equity (Deficit) | $ 2,093,971 | $ 1,058,084 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 30,000,000 | 30,000,000 |
Preferred stock, shares outstanding | 30,000,000 | 30,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 191,912,036 | 135,930,680 |
Common stock, shares outstanding | 191,912,036 | 135,930,680 |
Common stock to be issued, shares | 14,757,218 | 20,000,000 |
CONSOLIDATED PROFIT AND LOSS ST
CONSOLIDATED PROFIT AND LOSS STATEMENT (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of Revenue | ||||
Gross Profit | ||||
Operating Expenses | ||||
General and Administrative | 245,036 | 19,328 | 387,440 | 66,494 |
Development and Manufacture Expenses | 90,020 | 165 | 740,020 | |
Executive Compensation | 75,000 | 425,000 | 260,000 | |
Consulting Fee | 126,500 | 15,000 | 673,097 | 2,145,750 |
Total Operating Expense | 446,536 | 124,348 | 1,485,702 | 3,212,264 |
Operating Loss | (446,536) | (124,348) | (1,485,702) | (3,212,264) |
Other Income(Expenses) | ||||
Derivative gain (loss) | (64,080) | (6,689) | 160,795 | (10,525) |
Warrant gain (loss) | 22,282 | 22,282 | ||
Other expense | (38,519) | (331,019) | ||
Interest expense | (110,874) | (9,791) | (764,139) | (46,454) |
Total Other Income (Loss) | (191,191) | (16,480) | (912,081) | (56,979) |
Net loss | $ (637,727) | $ (140,828) | $ (2,397,783) | $ (3,269,243) |
Basic & Diluted Loss per Common Shares | $ 0 | $ 0 | $ (0.01) | $ (0.03) |
Weighted Average Common Shares Outstanding | 175,879,122 | 137,974,158 | 171,363,560 | 120,811,554 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY/DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 30,000 | $ 54,831 | $ 1,897,521 | $ (2,062,802) | $ (80,450) | |
Beginning balance, shares at Dec. 31, 2019 | 30,000,000 | 54,830,680 | ||||
Net loss | (15,067) | (15,067) | ||||
Ending balance, value at Mar. 31, 2020 | $ 30,000 | $ 54,831 | 1,897,521 | (2,077,869) | (95,517) | |
Ending balance, shares at Mar. 31, 2020 | 30,000,000 | 54,830,680 | ||||
Common Stock issued for services rendered | $ 56,100 | 2,961,650 | 3,017,750 | |||
Common Stock issued for services rendered, Shares | 56,100,000 | |||||
Common stock issued for conversion of notes payable | $ 25,000 | (22,549) | 2,451 | |||
Common stock issued for convertible of notes payable, Shares | 25,000,000 | |||||
Discount on Convertible notes | 12,500 | 12,500 | ||||
Net loss | (3,113,348) | (3,113,348) | ||||
Ending balance, value at Jun. 30, 2020 | $ 30,000 | $ 135,931 | 4,849,122 | (5,191,217) | (176,164) | |
Ending balance, shares at Jun. 30, 2020 | 30,000,000 | 135,930,680 | ||||
Common Stock issued for cash proceeds | $ 4,000 | 16,000 | 20,000 | |||
Common Stock issued for cash proceeds, Shares | 4,000,000 | |||||
Common stock issued for conversion of notes payable | ||||||
Discount on Convertible notes | ||||||
Net loss | (140,828) | (140,828) | ||||
Ending balance, value at Sep. 30, 2020 | $ 30,000 | $ 139,931 | 4,865,122 | (5,332,045) | (296,992) | |
Ending balance, shares at Sep. 30, 2020 | 30,000,000 | 139,930,680 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 30,000 | $ 139,931 | $ 20,000 | 6,260,122 | (5,959,540) | 490,513 |
Beginning balance, shares at Dec. 31, 2020 | 30,000,000 | 139,930,680 | 20,000,000 | |||
Common stock to be issued for services | $ 10,000 | $ (5,000) | 330,000 | 335,000 | ||
Common stock to be issued for services, Shares | 10,000,000 | (5,000,000) | ||||
Common stock for prepaid expenses | $ 1,176 | 98,824 | 100,000 | |||
Common stock for prepaid expenses, Shares | 1,176,471 | |||||
Common stock to be issued for license agreement | $ 15,000 | $ (15,000) | ||||
Common stock to be issued for license agreement, Shares | 15,000,000 | (15,000,000) | ||||
Common Stock issued for cash proceeds | $ 750 | 44,250 | 45,000 | |||
Common Stock issued for cash proceeds, Shares | 749,999 | |||||
Common stock to be issued investment | $ 10,833 | 639,167 | 650,000 | |||
Common stock issued for investment, Shares | 10,833,333 | |||||
Net loss | (782,767) | (782,767) | ||||
Ending balance, value at Mar. 31, 2021 | $ 30,000 | $ 177,690 | 7,372,363 | (6,742,307) | 837,746 | |
Ending balance, shares at Mar. 31, 2021 | 30,000,000 | 177,690,483 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 30,000 | $ 139,931 | $ 20,000 | 6,260,122 | (5,959,540) | 490,513 |
Beginning balance, shares at Dec. 31, 2020 | 30,000,000 | 139,930,680 | 20,000,000 | |||
Ending balance, value at Sep. 30, 2021 | $ 30,000 | $ 191,911 | $ 14,757 | 7,777,062 | (8,357,323) | (343,593) |
Ending balance, shares at Sep. 30, 2021 | 30,000,000 | 191,912,036 | 14,757,218 | |||
Beginning balance, value at Mar. 31, 2021 | $ 30,000 | $ 177,690 | 7,372,363 | (6,742,307) | 837,746 | |
Beginning balance, shares at Mar. 31, 2021 | 30,000,000 | 177,690,483 | ||||
Common shares cancelled | $ (2,675) | 2,675 | ||||
Common shares cancelled, Shares | (2,675,000) | |||||
Common stock to be issued investment | $ 13,241 | 13,241 | ||||
Common stock issued for investment, Shares | 13,240,741 | |||||
Net loss | (977,289) | (977,289) | ||||
Ending balance, value at Jun. 30, 2021 | $ 30,000 | $ 175,015 | $ 13,241 | 7,375,038 | (7,719,596) | (126,302) |
Ending balance, shares at Jun. 30, 2021 | 30,000,000 | 175,015,483 | 13,240,741 | |||
Common Stock issued for cash proceeds | $ 3,000 | (2,550) | 450 | |||
Common Stock issued for cash proceeds, Shares | 3,000,000 | |||||
Common stock to be issued investment | $ 1,516 | 1,516 | ||||
Common stock issued for investment, Shares | 1,516,477 | |||||
Common Stock issued for conversion of debt | $ 5,675 | 8,513 | 14,188 | |||
Common Stock issued for conversion of debt shares | 5,675,342 | |||||
Common Stock issued for settlement of payables | $ 850 | 33,150 | 34,000 | |||
Common Stock issued for settlement of payables, shares | 850,000 | |||||
Common Stock issued for exercise of warrant | $ 5,871 | (5,871) | ||||
Common Stock issued for exercise of warrant shares | 5,871,211 | |||||
Settlement of warrant liability | 195,682 | 195,682 | ||||
Common Stock issued for services rendered | $ 1,500 | 173,100 | 174,600 | |||
Common Stock issued for services rendered, Shares | 1,500,000 | |||||
Net loss | (637,727) | (642,727) | ||||
Ending balance, value at Sep. 30, 2021 | $ 30,000 | $ 191,911 | $ 14,757 | $ 7,777,062 | $ (8,357,323) | $ (343,593) |
Ending balance, shares at Sep. 30, 2021 | 30,000,000 | 191,912,036 | 14,757,218 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,397,783) | $ (3,269,243) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Derivative (gain) loss | (160,795) | 10,525 |
Warrant (gain) loss | (22,282) | |
Amortization of debt discount | 184,333 | 43,783 |
Interest expense on derivative issuance | 493,729 | |
Share payable expense | 331,018 | |
Stock based compensation | 509,600 | 3,017,750 |
Changes in operating assets and liabilities | ||
Prepaid expenses | 41,667 | |
Accounts payable and accrued expenses | 649,825 | 57,674 |
Deferred revenue | 100,000 | |
Net cash used by operating activities | (370,688) | (39,511) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of furniture and equipment | (1,000) | |
Purchase of intangible assets | (67,640) | |
Net cash provided by investing activities | (68,640) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debenture | 505,482 | 33,500 |
Repayment of convertible debentures | (217,250) | |
Proceeds from sale of common stock | 45,450 | 20,000 |
Proceeds from sale of preferred C stock | 115,000 | |
Proceeds from convertible notes payable, related party | 2,424 | |
Net cash provided by financing activities | 448,682 | 55,924 |
Change in cash | 9,354 | 16,413 |
Cash, beginning of year | 84 | 246 |
Cash, end of year | 9,438 | 16,659 |
Supplemental Cash Flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | 44,155 | |
Non-Cash transactions | ||
Common stock issued for investment | 650,000 | |
Common stock issued for Conversion of notes payable and accrued interest | 14,188 | 2,451 |
Common stock issued for prepaid expenses | 100,000 | |
Intangible asset capitalized | $ 249,560 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION Organization Eco Innovation Group, Inc. (the “Company,” “we,” “our,” or “Eco Innovation Group”), was incorporated in the State of Nevada on March 5, 2001 under the name of Dig-It Underground, Inc. and operated as an underground cable contractor. On September 29, 2008, the Company acquired a partial interest in the high-end beauty salon business of Haydin Group Enterprises of Texas and discontinued its cable installation business. On September 1, 2011, the Company acquired a partial interest in the art licensing and sales business of Get Down Art, LLC, a Nevada limited liability company. On August 30, 2012, the Company acquired the remaining outstanding interests of Haydin Group Enterprises through a share exchange agreement. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition. On January 5, 2016, the Company entered the natural healing and chiropractic business in Texas by acquiring Expressions Property Limited, LP, a Texas limited partnership, and Expressions Chiropractic and Rehab Center, PA, a Texas professional association, pursuant to share exchange agreements. Effective September 30, 2018, the Company terminated its beauty salon business and natural healing and chiropractic business by terminating and unwinding the shares exchange agreements entered into on August 30, 2012 with Haydin Group Enterprises and January 5, 2016 with Expressions Property Limited and Expressions Chiropractic and Rehab Center. At the same time, the Company began a business line focusing on the development of an affordable fire, hurricane and earthquake resilient steel building framing system. On August 19, 2019, the Company incorporated Steel Hemp Homes Inc. in the state of California as a wholly owned subsidiary to run the steel building frame business as a separate division. On July 1, 2018, the Company approved a reverse split of its common stock in a ratio of 1:1,000 On February 20, 2020, the Company increased its authorized shares to 500,000,000 0.001 50,000,000 On February 28, 2020, our current CEO and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company, initiating a new business plan and winding down the previous business. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A stock on February 28, 2020, which represent all of the authorized and outstanding Series A Preferred Stock and a voting interest of approximately 94 Under its business plan implemented in February 2020, the Company is an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end. Basis of Presentation The has financial United Use of Estimates The United requires and and and and and revenue and differ Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash or cash equivalent balances in excess of federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial institutions. Earnings per share Basic Earnings Per Share (EPS) common common shares for options common stock were Long-Lived Assets The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. During the quarter ended September 30, 2021, and the years ended December 31, 2020 and 2019, the Company evaluated long lived assets for impairment determined no impairment was necessary. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted price in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for • Level 2, defined as inputs other than quoted prices in active markets that are for for are and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to are The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s trading securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Investments and derivative liabilities are valued on a recurring basis. The following summarizes the fair value of assets and liabilities measured on a recurring basis: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 433,735 433,735 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 92,138 92,138 Stock- Based Compensation Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non- employees be recognized as compensation expense in the consolidated financial statements based on their f air values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of September 30, 2021, the Company has not adopted a Stock Option Plan and has not issued any options. Property, Plant and Equipment Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash f lows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable, and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc., pursuant to which the Company, as Manufacturer, will produce products for Eco-Gen, as Buyer. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director of Eco-Gen. Recently Issued Accounting Pronouncements Management does not believe that any recently issued but not yet adopted accounting will have a material effect on the Company’s results of operation or on the reported amounted of its assets and liabilities upon adoption. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The and had net and . These doubt the for financial are and while develops model. The management’s and additional There profitable The any |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 3. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The has 50,000,000 Preferred Stock, 30,000,000 Series Preferred Stock, with 30,000,000 and 122,500 Series Preferred Stock 100 common shares for Series erred Stock and 30,000,000 1,000,000 0.001 On July 15, 2021, the Company designated 1,000,000 10 22 Beginning 180 days from issuance, the Series C Convertible Preferred Stock may be converted into common stock at a price based on 63% of the average of the two lowest trading prices during the 15 days prior to conversion. The Company may redeem the Series C Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties of up to 35%. The Series C Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series C Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable at will be accounted for as a liability under ASC 480. During the three months ended September 30, 2021, the Company entered into two purchase agreements for Series C Convertible Preferred Stock with an accredited investor. The Company issued a total of 122,500 122,500 7,500 The Series C Convertible Preferred Stock will mature in July 2022 and September 2022. Common Stock The has 500,000,000 $ 0.001 common stock On November 15, 2020, the Company agreed to issue 2,500,000 0.066 165,000 On December 17, 2020, the Company agreed to issue 2,500,000 0.008 200,000 60,000 On December 16, 2020, the Company entered into a technology license agreement with Glytech LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by September 30, 2021. The protype has not yet been completed, but Glytech may still earn the additional 15,000,000 shares once completed. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. 1,050,000 During the nine months ended September 30, 2021, the Company issued 749,999 45,000 On January 6, 2021 the Company agreed to issue 5,000,000 335,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4- RELATED PARTY TRANSACTIONS On March 1, 2016, the Company executed two convertible notes of $ 4,902 50,000,000 50,000,000 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5. CONVERTIBLE NOTES On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $ 40,000 June 9, 2020 5 In May 2016, a consultant was awarded the right to receive 100,000,000 45,000,000 50,000,000 45,000,000 5,000,000 2,451 25,000,000 On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $ 12,500 0.0025 1,688 5,675,342 On September 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $ 21,000 On January 20, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $ 45,000 65,744 0 On March 8, 2021, the Company entered into a securities purchase agreement dated as of March 8, 2021 with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $ 53,500 41,500 76,911 0 On March 22, 2021, the Company entered into a convertible promissory note agreement with Claudia Villalta for the issuance of a convertible promissory note with a principal balance of $ 30,000 10 0.06 500,000 On April 22, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $ 38,750 41,500 56,331 0 On April 23, 2021, the Company issued a 10% convertible promissory note in the principal amount of $45,000 pursuant to a securities purchase agreement of the same date to GS Capital Partners, LLC. The Company received $40,500 from the sale of the convertible promissory note after deductions of an original issue discount of $2,000 and investor’s attorney fees of $2,500. The convertible promissory note becomes due on April 23, 2022 and carries interest on the principal amount outstanding of 10% per annum. The principal amount of the note is convertible at the holder’s option into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price of the Company’s common stock for the twenty prior trading days. During the three months ended September 30, 2021, the Company repaid $35,000 of principal, and on July 21, 2021, the Company paid off the note in full, in the total amount including outstanding principal, interest, and pre-payment penalties of $17,195. On June 4, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 12% promissory note (the “Labrys Note”) with a maturity date of June 3, 2022 (the “Labrys Maturity Date”), in the principal sum of $1,000,000. Pursuant to the terms of the Labrys Note, the Company agreed to pay to $225,000 (the “Principal Sum”) to Labrys and to pay interest on the principal balance at the rate of 12% per annum. The Labrys Note carries an original issue discount (“OID”) of $22,500. Accordingly, on the Closing Date (as defined in the Labrys SPA), Labrys paid the purchase price of $202,500 in exchange for the Labrys Note. Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Labrys Note) at any time at a fixed conversion price equal to $0.023 per share. The Company paid $14,650 of deferred financing costs which are amortized through the maturity date of the note. 35,000 190,000 The Company may prepay the Labrys Note at any time prior to the date that an Event of Default (as defined in the Labrys Note) occurs at an amount equal to 100% of the Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $ 750 Upon the occurrence of any Event of Default, the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law. The Labrys Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a) 16,434,782 The Labrys SPA and the Labrys Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Labrys Note, which we believe are customary for transactions of this type. At November 15, 2021, we were in compliance with all covenants and restrictions. In conjunction with the issuance of the Labrys Note, the Company issued a five year warrant exercisable for 6,818,181 0.033 5,871,211 On August 23, 2021, the Company entered into a securities purchase agreement (the “Blue Lake SPA”) with Blue Lake Partners, LLC (“Blue Lake”), pursuant to which the Company issued a 12 August 23, 2022 150,000 150,000 12 15,000 9,450 125,500 4.99 0.02 The Company may prepay the Blue Lake Note at any time prior to the date that an Event of Default (as defined in the Blue Lake Note) occurs at an amount equal to 100% of the Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $ 7530 Upon the occurrence of any Event of Default, the Blue Lake Note shall become immediately due and payable and the Company shall pay to Blue Lake, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law. The Labrys Note requires that the Company reserve from its authorized and unissued common stock a number of shares equal to the greater of: (a) 11,250,000 The Blue Lake SPA and the Blue Lake Note contain covenants and restrictions common with this type of debt transaction. Furthermore, the Company are subject to certain negative covenants under the Blue Lake SPA and the Blue Lake Note, which we believe are customary for transactions of this type. At November 15, 2021, we were in compliance with all covenants and restrictions. In conjunction with the issuance of the Blue Lake Note, the Company issued a 5 6,000,000 0.025 The Company determined that the conversion options in certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the notes once the note becomes convertible and account for it as a derivative liability. During the nine months ended September 30, 2021, the fair value of new derivative liabilities on the new issuance of debt amounted to $ 502,347 233,618 268,729 433,735 122,805 47,960 The Black Scholes valuation model included inputs of volatility of between 214,8% and 600.9%, a dividend yield of 0%, risk free rate of 0.03%-0.98% and a term of between 0.5 years and five years. As of September 30, 2021, there were 48,192,308 6,000,000 As of September 30, 2021 and December 31, 2020, unamortized debt discount was $ 300,863 14,935 174,822 22,682 4,051 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On October 4, 2021, the Company issued 4,000,000 On October 4, 2021, the Company entered into an Asset Purchase Agreement to acquire construction equipment and form a new Canadian engineering and construction company in Canada. Under the Asset Purchase Agreement, the Company agreed to pay one million shares of common stock for substantially all of the assets and business of the Canadian construction firm. Pursuant to the Asset Purchase Agreement, the Company and its Canadian partners, who own 15% of the Canadian venture, formed a new entity to own and deploy the construction assets. In connection with the Asset Purchase Agreement, the Company entered into (i) a Lock-Up and Leak-Out Agreement with the seller pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, (ii) a Shareholders Agreement with the Company’s Canadian partners for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity, and (iii) Employment Agreements with the Company’s Canadian partners. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The has financial United |
Use of Estimates | Use of Estimates The United requires and and and and and revenue and differ |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash or cash equivalent balances in excess of federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial institutions. |
Earnings per share | Earnings per share Basic Earnings Per Share (EPS) common common shares for options common stock were |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. During the quarter ended September 30, 2021, and the years ended December 31, 2020 and 2019, the Company evaluated long lived assets for impairment determined no impairment was necessary. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted price in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for • Level 2, defined as inputs other than quoted prices in active markets that are for for are and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to are The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s trading securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Investments and derivative liabilities are valued on a recurring basis. The following summarizes the fair value of assets and liabilities measured on a recurring basis: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 433,735 433,735 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 92,138 92,138 |
Stock- Based Compensation | Stock- Based Compensation Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non- employees be recognized as compensation expense in the consolidated financial statements based on their f air values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of September 30, 2021, the Company has not adopted a Stock Option Plan and has not issued any options. |
Property, Plant and Equipment | Property, Plant and Equipment Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. |
Income Taxes | Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash f lows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable, and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc., pursuant to which the Company, as Manufacturer, will produce products for Eco-Gen, as Buyer. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director of Eco-Gen. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued but not yet adopted accounting will have a material effect on the Company’s results of operation or on the reported amounted of its assets and liabilities upon adoption. |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 433,735 433,735 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 92,138 92,138 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Derivative liability | 433,735 | 92,138 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Derivative liability | $ 433,735 | $ 92,138 |
ORGANIZATION AND BASIS OF PRE_5
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - $ / shares | Jul. 01, 2018 | Feb. 28, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 20, 2020 |
Accounting Policies [Abstract] | |||||
Reverse split | 1:1,000 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Voting interest percentage | 94.00% |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Jul. 15, 2021 | Jan. 06, 2021 | Dec. 17, 2020 | Dec. 16, 2020 | Nov. 15, 2020 | Sep. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 20, 2020 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Preferred stock, shares issued | 30,000,000 | 30,000,000 | 30,000,000 | |||||||
Preferred stock, shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Payment for fees | $ 7,500 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Stock issued during period for debt conversion, shares | 749,999 | |||||||||
Stock issued during period for debt conversion, value | $ 45,000 | |||||||||
Stock issued during period for services, value | $ 174,600 | $ 3,017,750 | ||||||||
Advisory Board [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock based compensation | $ 60,000 | |||||||||
Glytech L L C [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
License description | On December 16, 2020, the Company entered into a technology license agreement with Glytech LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by September 30, 2021. The protype has not yet been completed, but Glytech may still earn the additional 15,000,000 shares once completed. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. | |||||||||
Indefinite-lived intangible asset | $ 1,050,000 | |||||||||
Patrick Laurie [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period for services, shares | 2,500,000 | |||||||||
Share price | $ 0.066 | |||||||||
Stock based compensation | $ 165,000 | |||||||||
Demitri Hopkins [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period for services, shares | 2,500,000 | |||||||||
Share price | $ 0.008 | |||||||||
Stock based compensation | $ 200,000 | |||||||||
Sara Lynn Mandell [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period for services, shares | 5,000,000 | |||||||||
Stock issued during period for services, value | $ 335,000 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, designated | 30,000,000 | 30,000,000 | ||||||||
Preferred stock, shares issued | 30,000,000 | 30,000,000 | ||||||||
Preferred stock, shares outstanding | 30,000,000 | 30,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, designated | 1,000,000 | |||||||||
Preferred stock, shares issued | 122,500 | 122,500 | ||||||||
Preferred stock, shares outstanding | 122,500 | 122,500 | ||||||||
Dividend rate | 10.00% | |||||||||
Increased dividend rate | 22.00% | |||||||||
Convertible preferred stock, description | Beginning 180 days from issuance, the Series C Convertible Preferred Stock may be converted into common stock at a price based on 63% of the average of the two lowest trading prices during the 15 days prior to conversion. The Company may redeem the Series C Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties of up to 35%. The Series C Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series C Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable at will be accounted for as a liability under ASC 480. | |||||||||
Stock Issued During Period, Shares, New Issues | 122,500 | |||||||||
Gross proceeds | $ 122,500 | |||||||||
Maturity date on Preferred stock | The Series C Convertible Preferred Stock will mature in July 2022 and September 2022. | |||||||||
Series A Preferred Stock [Member] | Julie Otey Raudes [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 30,000,000 | 30,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Oct. 14, 2019 | Mar. 01, 2016 | Sep. 30, 2021 |
Debt Instrument [Line Items] | |||
Stock issued during period for debt conversion, shares | 749,999 | ||
First Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes | $ 4,902 | ||
Stock issued during period for debt conversion, shares | 50,000,000 | 50,000,000 | |
Second Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes | $ 4,902 | ||
Stock issued during period for debt conversion, shares | 50,000,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Sep. 13, 2021 | Jun. 04, 2021 | Mar. 08, 2021 | Dec. 09, 2019 | Sep. 16, 2021 | Sep. 03, 2021 | Aug. 23, 2021 | Jun. 10, 2021 | Apr. 22, 2021 | Mar. 22, 2021 | Jan. 20, 2021 | May 31, 2020 | Oct. 31, 2019 | May 31, 2016 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 12, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued during period for debt conversion, shares | 749,999 | |||||||||||||||||||
Stock issued during period for debt conversion, value | $ 45,000 | |||||||||||||||||||
Accrued interest | $ 22,682 | 22,682 | $ 4,051 | |||||||||||||||||
Proceeds from convertible debt | $ 2,424 | |||||||||||||||||||
Valuation | the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 12% promissory note (the “Labrys Note”) with a maturity date of June 3, 2022 (the “Labrys Maturity Date”), in the principal sum of $1,000,000. Pursuant to the terms of the Labrys Note, the Company agreed to pay to $225,000 (the “Principal Sum”) to Labrys and to pay interest on the principal balance at the rate of 12% per annum. The Labrys Note carries an original issue discount (“OID”) of $22,500. Accordingly, on the Closing Date (as defined in the Labrys SPA), Labrys paid the purchase price of $202,500 in exchange for the Labrys Note. Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Labrys Note) at any time at a fixed conversion price equal to $0.023 per share. The Company paid $14,650 of deferred financing costs which are amortized through the maturity date of the note. | |||||||||||||||||||
Debt payment | 35,000 | |||||||||||||||||||
Administrative fees | $ 750 | |||||||||||||||||||
common stock shares | 16,434,782 | |||||||||||||||||||
Warrant exercisable | $ 6,818,181 | |||||||||||||||||||
Warrant exercisable price | $ 0.033 | |||||||||||||||||||
Exchange for stock | 5,871,211 | |||||||||||||||||||
Debt discount | $ 184,333 | 43,783 | ||||||||||||||||||
Payments for purchase value | $ 125,500 | |||||||||||||||||||
Derivative liabilities | 122,805 | 122,805 | ||||||||||||||||||
Debt discount | 233,618 | 233,618 | ||||||||||||||||||
Derivative issuance | 268,729 | |||||||||||||||||||
Estimated fair value | 433,735 | 433,735 | ||||||||||||||||||
Fair value of the derivative liability | 47,960 | $ 47,960 | ||||||||||||||||||
Common stock issued for convertible notes payable | 48,192,308 | |||||||||||||||||||
Issuable under common stock warrants | 6,000,000 | |||||||||||||||||||
Unamortized debt discount | 300,863 | $ 300,863 | $ 14,935 | |||||||||||||||||
Debt discount to interest expense | $ 174,822 | |||||||||||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Valuation | The Black Scholes valuation model included inputs of volatility of between 214,8% and 600.9%, a dividend yield of 0%, risk free rate of 0.03%-0.98% and a term of between 0.5 years and five years. | |||||||||||||||||||
Derivative Financial Instruments, Liabilities [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative liabilities | 502,347 | $ 502,347 | ||||||||||||||||||
John English [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued during period for debt conversion, shares | 25,000,000 | |||||||||||||||||||
Stock issued during period for debt conversion, value | $ 2,451 | |||||||||||||||||||
Geneva Roth Remark Holdings [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 53,500 | $ 45,000 | ||||||||||||||||||
Pre payment penalties | $ 76,911 | 65,744 | ||||||||||||||||||
Convertible notes current | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Proceeds from convertible debt | $ 41,500 | $ 41,500 | ||||||||||||||||||
Claudia Villalta [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||
Stock issued during period for debt conversion, value | $ 500,000 | |||||||||||||||||||
Conversion Price | $ 0.06 | |||||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||||||
Geneva Roth Remark Holdings Inc [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 38,750 | |||||||||||||||||||
Pre payment penalties | $ 56,331 | |||||||||||||||||||
Labrys [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Outstanding balance | $ 190,000 | |||||||||||||||||||
Blue Lake [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity Date | Aug. 23, 2022 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Stock Issued During Period, Shares | 11,250,000 | |||||||||||||||||||
Conversion Price | $ 0.02 | |||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||
Debt payment | 150,000 | |||||||||||||||||||
Administrative fees | 7,530 | |||||||||||||||||||
Warrant exercisable | $ 6,000,000 | |||||||||||||||||||
Debt discount | 15,000 | |||||||||||||||||||
Legal fees | $ 9,450 | |||||||||||||||||||
Percentage of ownership | 4.99% | |||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||
Warrant price per share | $ 0.025 | $ 0.025 | ||||||||||||||||||
Blue Lake [Member] | Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Pinnacle Consulting [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible notes | $ 21,000 | $ 12,500 | ||||||||||||||||||
Conversion Price | $ 0.0025 | |||||||||||||||||||
Accrued interest | $ 1,688 | |||||||||||||||||||
Conversion to stock | 5,675,342 | |||||||||||||||||||
Heritage Funding [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued during period for debt conversion, shares | 5,000,000 | |||||||||||||||||||
Heritage Funding [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares | 45,000,000 | |||||||||||||||||||
Heritage Funding [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares | 50,000,000 | |||||||||||||||||||
Blue Ridge Enterprises [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued during period for debt conversion, shares | 45,000,000 | |||||||||||||||||||
Convertible Notes [Member] | Pinnacle Consulting [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible notes | $ 40,000 | |||||||||||||||||||
Maturity Date | Jun. 9, 2020 | |||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued during period for debt conversion, shares | 100,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 9 Months Ended |
Oct. 04, 2021shares | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, Issued for Services | 4,000,000 |