Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 420,403,375 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 32,514 | $ 28,534 |
Accounts receivable | 82,952 | 33,047 |
Prepaid expenses | 82,425 | 82,498 |
Total Current Assets | 197,891 | 144,079 |
Other Assets | ||
Furniture and Equipment | 37,791 | 41,974 |
Goodwill | 103,188 | 103,188 |
Investment | 41,935 | 75,833 |
Deposits and other assets | 13,612 | 8,000 |
Total Other Assets | 196,526 | 228,995 |
Total Assets | 394,417 | 373,074 |
Current Liabilities | ||
Accounts Payable and accrued expenses | 386,224 | 326,268 |
Accounts Payable and accrued expenses related party | 404,207 | 391,377 |
Convertible Notes Payable, net | 78,161 | 129,219 |
Notes Payable | 126,699 | 127,690 |
Deferred Revenue | 20,274 | |
Warrant Liability | 16,200 | 135,525 |
Share Payable Liability | 1,266,171 | 866,885 |
Derivative liabilities | 5,766,832 | 2,328,234 |
Convertible Notes Payable Related party | 229,061 | 138,073 |
Series C Preferred stock liability, net | 92,473 | 210,432 |
Total Current Liabilities | 8,386,302 | 4,653,703 |
Total Liabilities | 8,386,302 | 4,653,703 |
Stockholders' Deficit | ||
issued and outstanding 30,000,000 shares | 30,000 | 30,000 |
March 31, 2022 and December 31, 2021, respectively | 388,093 | 196,911 |
March 31, 2022 and December 31, 2021, respectively | 1,000 | 1,000 |
Additional paid-in capital | 8,687,295 | 8,060,859 |
Other comprehensive income | 4,818 | (18) |
Accumulated deficit | (17,117,921) | (12,594,976) |
Total Stockholders' Deficit Attributable to Eco Innovation Group stockholders | (8,006,715) | (4,306,224) |
Noncontrolling interest | 14,830 | 25,595 |
Total stockholder's Deficit | (7,991,885) | (4,280,629) |
TOTAL LIABILITIES and Stockholders' Deficit | $ 394,417 | $ 373,074 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 388,095,683 | 196,912,036 |
Common stock, shares outstanding | 388,095,683 | 196,912,036 |
Common stock to be issued, shares | 1,000,000 | 1,000,000 |
CONSOLIDATED PROFIT AND LOSS ST
CONSOLIDATED PROFIT AND LOSS STATEMENT (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 116,605 | |
Cost of Revenue | 142,305 | |
Gross Loss | (25,700) | |
Operating Expenses | ||
General and Administrative | 135,454 | 63,505 |
Development and Manufacture Expenses | 59 | |
Executive Compensation | 75,000 | 275,000 |
Consulting Fee | 47,500 | 426,667 |
Total Operating Expense | 257,954 | 765,231 |
Operating Loss | (283,654) | (765,231) |
Other Income (Expenses) | ||
Derivative gain (loss) | (3,563,261) | 7,378 |
Warrant gain (loss) | 119,325 | |
Impairment loss - Investment | (33,898) | |
Other expense | (399,286) | |
Interest expense | (372,936) | (24,914) |
Total Other Income (Expenses) | (4,250,056) | (17,536) |
Net loss | (4,533,710) | (782,767) |
Net (income) loss attributable to noncontrolling interest | 10,765 | |
Net loss attributable to Eco Innovation Group | (4,522,945) | (782,767) |
Currency translation loss | 4,836 | |
Comprehensive Loss | $ (4,518,109) | $ (782,767) |
Basic & Diluted Loss per Common Shares | $ (0.02) | $ 0 |
Weighted Average Common Shares Outstanding | 235,101,780 | 158,498,817 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY/DEFICIT (Unaudited) - USD ($) | Preferred Stock A [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Equity Of Eco Innovation [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 30,000 | $ 139,931 | $ 20,000 | $ 6,260,122 | $ (5,959,540) | $ 490,513 | $ 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 | 335,000 | ||||
Common Stock issued for services, shares | 10,000,000 | (5,000,000) | |||||||
Common stock for prepaid expenses | $ 1,176 | 98,824 | 100,000 | 100,000 | |||||
Common stock for prepaid expenses, shares | 1,176,471 | ||||||||
Common stock to issued for license agreement | $ 15,000 | (15,000) | |||||||
Common stock to be issued for license agreement, shares | 15,000,000 | ||||||||
Common stock issued for cash proceeds | $ 750 | 44,250 | 45,000 | 45,000 | |||||
Common Stock issued for cash proceeds, shares | 749,999 | ||||||||
Common stock issued for investment | $ 10,833 | 639,167 | 650,000 | 650,000 | |||||
Common stock issued for investment, shares | 10,833,333 | ||||||||
Net loss | (782,767) | (782,767) | (782,767) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 30,000 | $ 177,690 | 7,372,363 | (6,742,307) | 837,746 | 837,746 | |||
Ending balance, shares at Mar. 31, 2021 | 30,000,000 | 177,690,483 | 15,000,000 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 30,000 | $ 196,911 | $ 1,000 | 8,060,859 | 12,594,976 | (18) | 4,306,224 | 25,595 | (4,280,629) |
Beginning balance, shares at Dec. 31, 2021 | 30,000,000 | 196,912,036 | 1,000,000 | ||||||
Common stock issued for cash proceeds | $ 34,000 | 133,900 | 167,900 | 167,900 | |||||
Common Stock issued for cash proceeds, shares | 34,000,000 | ||||||||
Common stock issued for investment | |||||||||
Common stock to issued for conversion of notes payable | $ 89,769 | 120,703 | 210,472 | 210,472 | |||||
Common stock issued for conversion of notes payable, shares | 89,769,190 | ||||||||
Common stock to issued for conversion of Series C preferred | $ 67,413 | 61,212 | 128,625 | 128,625 | |||||
[custom:CommonStockToIssuedForConversionOfSeriesCPreferredShares] | 67,414,457 | ||||||||
Common stock cancelled | |||||||||
Settlement of derivative liability upon conversion of notes payable | 310,621 | 310,621 | 310,621 | ||||||
Net loss | (4,522,945) | (4,522,945) | (10,765) | (4,533,710) | |||||
Comprehensive Loss | 4,836 | 4,836 | 4,836 | ||||||
Ending balance, value at Mar. 31, 2022 | $ 30,000 | $ 388,093 | $ 1,000 | $ 8,687,295 | $ (17,117,921) | $ 4,818 | $ (8,006,715) | $ 14,830 | $ (7,991,885) |
Ending balance, shares at Mar. 31, 2022 | 30,000,000 | 388,095,683 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,533,710) | $ (782,767) |
used by operating activities: | ||
Derivative (gain) loss | 3,563,261 | (7,378) |
Warrant (gain) loss | (119,325) | |
Depreciation expense | 4,183 | |
Loss on sale of investment | 3,924 | |
Investment impairment loss | 33,898 | |
Amortization of debt discount | 354,402 | 15,071 |
Share payable expense | 399,286 | |
Stock based compensation | 335,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (49,905) | |
Prepaid expenses | (5,539) | 16,667 |
Deferred Revenue | 20,274 | |
Accounts payable and accrued expenses | 94,310 | 340,943 |
Accounts payable related party | 11,600 | |
Net cash used in operating activities | (227,265) | (78,540) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debenture | 121,500 | |
Repayment of convertible debentures | (8,500) | |
Proceeds from sale of common stock | 167,900 | 45,000 |
Proceeds from sale of preferred C stock | ||
Repayment of notes payable | (1,313) | |
Proceeds from convertible notes payable, related party | 68,000 | |
Net cash provided by financing activities | 226,087 | 166,500 |
Effect of foreign exchange on cash | 5,158 | |
Change in cash | 3,980 | 87,960 |
Cash, beginning of year | 28,534 | 84 |
Cash, end of year | 32,514 | 88,044 |
Supplemental Cash Flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash transactions | ||
Common stock issued for investment | 650,000 | |
Common stock issued for Conversion of notes payable | 208,750 | |
Common stock issued for prepaid expenses | 100,000 | |
Common stock issued for Conversion of Series C Preferred stock liability | 128,625 | |
Discount issued on convertible debt | 68,000 | |
Settlement of derivative liability upon conversion of notes payable | $ 310,621 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS Eco Innovation Group, Inc. (the “Company,” “we,” “our,” or “Eco Innovation Group”), was incorporated in the State of Nevada March 5, 2001 1:1,000 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 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. On February 20, 2020, the Company increased its authorized common shares to 500,000,000 $ 0.001 on December 21, 2021, t 1,000,000,000 $ 0.001 2,000,000,000 $ 0.0001 The has 50,000,000 Preferred Stock, 30,000,000 Series Preferred Stock, with 30,000,000 and 167,500 Series Preferred Stock 100 common shares for Series erred Stock and 30,000,000 On October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada, Spruce engineering & Construction Inc. The Company will own 85 10 5 On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the purpose of starting a green construction division. On January 25, 2022, Eco Innovation Group, Inc. (the "Company"), through its California subsidiary ECOX Spruce Construction , entered into a staffing and administrative services agreement (the “Construction Services Agreement”) with Blueprint Construction, a licensed California general contractor (“Blueprint Construction”) and Edgar E. Aguilar ("Aguilar"), a resident of California and the principal of Blueprint Construction, pursuant to which, Blueprint Construction, Aguilar and ECOX Spruce Construction agreed that ECOX Spruce Construction will oversee the operation of Blueprint’s construction business in California. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80 Under the Construction Services Agreement, the Company agreed to manage all of Blueprint Construction’s contracting business on behalf of Blueprint Construction, for a renewable term of one year. Through ECOX Spruce Construction, the Company will provide all necessary corporate administration, shared services, compliance needs, construction staffing placement, general business infrastructure and support necessary for Blueprint’s performance under its general contracting and subcontracting projects as Blueprint’s exclusive provider of such services. Blueprint’s current active projects consist of a subcontracting agreement to renovate U.S. military base facilities, with a job value of $136,000. The Construction Services Agreement provides that ECOX Spruce Construction will receive a management fee equal to twenty percent (20%) of all collected cash revenues from Blueprint’s business. 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. The renewable field. Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end. Accounting Basis The has financial United Use of Estimates The United requires and and and and and revenue and differ Principles of Consolidation The accompanying consolidated financial statements include the accounts of Eco Innovation Group, Inc. and the accounts of its 85% owned subsidiary, Spruce Construction, Inc, and its 80% owned subsidiary, Ecox Spruce Construction, Inc. All intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of March 31, 2022, and December 31, 2021, the Company had no Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Investments, Cost Method The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments are subject to qualitative assessment for indicators of impairments. During the quarter ended March 31, 2022, the Company recognized an impairment of $ 33,898 Earnings per share Basic Earnings Per Share (EPS) common common shares for options common stock were As of March 31, 2022, the Company had potentially dilutive instruments in the amount of 2,255,222,921 shares from convertible debt, and 6,000,000 from outstanding warrants Business Combination The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Goodwill Impairment We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. The Company impaired $0 of goodwill for the quarter ended March 31, 2022. 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 year ended December 31, 2021, the Company evaluated long lived assets for impairment and determined impairment of $ 1,050,000 Derivative Financial Instruments The The are features are for and re-valued The and The whether end are current non-current whether or required 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 820 three-tier fair hierarchy measuring The hierarchy for (Level and (Level These · 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 for are relevant market These and We measure fair recurring The are and are hierarchy. and are recurring 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 March 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 5,766,832 5,766,832 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 2,328,234 2,328,234 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 be recognized as compensation expense in the consolidated financial statements based on their fair values. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. 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 March 31, 2022 and December 31, 2021, the Company had not adopted a Stock Option Plan and had not issued any options. On May 2, 2022, a majority representing 90% of the Company’s issued and outstanding voting stock approved the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan. As of the date of this quarterly report, no options have been issued under the plan. Property, Plant and Equipment Fixed assets are carried cost. and are renewals and are When are related cost and are and any Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. Advertising Advertising costs are expensed when incurred. Revenue Recognition Effective January 2018, revenue Codification 2014- 09, Revenue from Contracts 606), revenue 605, Revenue and most revenue the Codification. The revenue depict for goods The for revenues and The annual 15, 2017, and modified January 2018. Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from the sale of services at the time in which the services are delivered pursuant to the contract. The Company had $ 116,605 0 O ther Comprehensive Income (Loss) Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity (deficit) in the consolidated balance sheets, as accumulated other comprehensive income. Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 3 Months Ended |
Mar. 31, 2022 | |
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 year 31, 2021 and , 2022. These doubt the for financial are and while develops model. The management’s and additional There profitable The any |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2022 | |
Recently Issued Accounting Standards | |
RECENTLY ISSUED ACCOUNTING STANDARDS | NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS 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. In August 2020, the FASB issued ASU 2020-06, Debt - 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 Contracts in an Entity's Own Equity). |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 4. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has authorized 50,000,000 30,000,000 30,000,000 98,750 Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 The Series C Convertible Preferred Stock, with 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 and will be accounted for as a liability under ASC 480. During the quarter ended March 31, 2022, the Company entered into no purchase agreements for Series C Convertible Preferred Stock with Geneva Roth Remark Holdings. As of March 31, 2022, the Company owes $ 4,054 92,473 6,277 6,125 67,414,457 Common Stock The has 2,000,000,000 shares $0.0001 par common stock During the quarter ended March 31, 2022, the Company issued 34,000,000 167,900 During the quarter ended March 31, 2022, 89,769,190 210,472 During the quarter ended March 31, 2022, $122,500 of Series C Convertible Preferred Stock and accrued dividends of $6,125 were converted into 67,414,457 |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 5. ACQUISITION Asset Purchase Agreement On October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada. The Company entered into the Asset Purchase Agreement for the purpose of launching a green construction division in Alberta, Canada. Under the Asset Purchase Agreement, the Company agreed to pay Boetzkes one million shares of the Company’s restricted common stock and approximately $ 104,000 85 10 5 The closing of the Asset Purchase Agreement was subject to the satisfaction or waiver of customary conditions to closing, as disclosed in the term sheet for the project disclosed by the Company and filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2021. The Company is accounting for the acquisition as a business combination under the guidance of ASC805. On April 21, 2022, the Company entered into an amendment number one to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $ 56,000 Lock-Up Leak-Out Agreement On October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company 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, as more fully detailed therein. Shareholders Agreement On October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, Patrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity with regards to Spruce Engineering & Construction Inc. Employment Agreements On October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering & Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering & Construction Inc., which provide for a repurchase option allowing Spruce Engineering & Construction Inc. to clawback equity in the event of the employees’ for-cause termination. The acquisition of Spruce Construction is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date. The aggregate preliminary fair value of consideration for the Spruce Construction acquisition was as follows: Schedule of preliminary Fair value Acquisition Amount Notes payable issued to seller 103,698 1,000,000 shares of common stock 23,000 Noncontrolling interest 22,000 Total preliminary consideration transferred $ 148,698 During the quarter ended March 31, 2022, the Company has paid $0 against the note payable due on October 3, 2022. The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired and liabilities assumed at the acquisition date: Schedule Of Recognized Identified Assets Acquired And Liabilities Accounts Receivable $ 30,577 Trucks 41,974 Goodwill 103,188 Vehicle Note Payable (27,041 ) Net assets acquired $ 148,698 As a result of the acquisition, The Company recognized goodwill of $ 103,188 22,000 15 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Accrued officer compensation as of 31, 2022 2021 393,400 and $ 381,800 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7. CONVERTIBLE NOTES Convertible Notes Payable 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 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 but can be reset if the Company issues instruments at a lower price. The Company paid $14,650 of deferred financing costs which are amortized through the maturity date of the note. 77,00 148,000 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 12 150,000 150,000 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 Blue Lake 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 March 31, 2022, 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 During the quarter ended March 31, 2022, the fair value of new derivative liabilities on the new issuance of debt amounted to $ 68,000 68,000 3,563,261 The Black Scholes valuation model included inputs of volatility of between 209% and 625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years Convertible notes payable are comprised of the following: Schedule of convertible notes payable March 31, December 31, 2022 2021 Convertible note payable – Claudia Magdalena Villalta $ 30,000 $ 30,000 Convertible note payable – Labrys $ — $ 148,000 Convertible notes payable- Blue Lake Holdings $ 107,750 $ 150,000 Total $ 137,750 $ 328,000 Less debt discounts $ (59,589 ) $ (198,781 ) Net $ 78,161 $ 129,219 Less current portion $ (78,161 ) $ (129,219 ) Long term portion $ — $ — As of March 31, 2022, there were 1,405,612,245 As of March 31, 2022 and December 31, 2021, unamortized debt discount was $ 59,589 198,781 139,192 13,923 Convertible Notes Payable – Related Parties On March 1, 2016, $ 4,902 These are 50,000,000 common stock. These are 14, 2019, common stock. 2,451 25,000,000 2,451 25,000,000 18,500,000 On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc.(“Pinnacle”), which is owned by Robert Hymers, for $ 40,000 June 9, 2020 5 shares common stock 35% common On June 30, 2020, for $ 21,000 30, 2021. This 10 annum and option of and shares common stock that 35% of common stock for On October 19 , 2021, for $ 180,000 , 2022. This 10 annum and option of and shares common stock that 0.0075 On March 2 3, 2022, for $ 55,000 , 2022. This 10 annum and option of and shares common stock that 0.000098 55,000 0.000098 0.002 The options above 815 40, and Own Stock. option and for as On March 25 , 2022, for $ 23,000 , 2022. This 10 annum and option of and shares common stock that 0.000098 Convertible notes payable – related parties are comprised of the following: Schedule of convertible notes payable March 31, December 31, 2022 2021 Convertible notes payable – Pinnacle Consulting Services $ 241,000 $ 241,000 Convertible notes payable – Robert Hymers 58,153 4,875 Convertible notes payable- Alma Otey $ 23,000 $ — Total $ 322,153 $ 245,875 Less debt discounts $ (93,092 ) $ (107,802 ) Net $ 229,061 $ 138,073 Less current portion $ (229,061 ) $ (138,073 ) Long term portion $ — $ — As of March 31, 2022, there were 849,610,676 As of March 31, 2022 and December 31, 2021, unamortized debt discount was $ 93,092 107,802 92,710 10,648 Derivative liabilities The options above 815 40, and Own Stock. option and for as During the quarter ended March 31, 2022, the fair value of new derivative liabilities on the new issuance of debt amounted to $ 68,000 68,000 310,621 The Black Scholes valuation model included inputs of volatility of between 209% and 625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years. The table below presents the change in the fair value of the derivative liability: Schedule Of Derivative Liabilities At Fair Value Fair Value as of January 1, 2022 $ 2,328,234 Initial recognition of derivative added as debt discount 185,959 Settlement of derivative liability as a result of payment on convertible notes (6,108 ) Settlement of derivative liability as a result of conversion of convertible notes and Series C Preferred Stock Liability (310,621 ) Loss on change in fair value 3,569,369 Fair Value as of March 31, 2022 5,766,832 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS On April 1, 2022, the Company issued 68,750 65,000 147,500 Subsequent to March 31, 2022, the Company issued 41,057,692 50,000 On April 1, 2022, following approval by the Company’s Board of Directors and a majority of the outstanding voting stock of the Company, the Company filed Third Amended and Restated Articles of Incorporation with the State of Nevada reflecting an increase in the Company’s authorized common stock from 1,000,000,000 0.001 On April 21, 2022, the Company entered into an amendment number one to an Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $56,000 due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement, a $56,000 payment was due at 6 months after closing, and pursuant to the April 21, 2022 amendment, that payment is now due at 12 months after the closing date, or October 3, 2022. On March 2 3, 2022, for $ 55,000 , 2022. This 10 annum and option of and shares common stock that 0.000098 55,000 0.000098 60,000 0.002 On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Coventry SPA”) by and between the Company and Coventry Enterprises, LLC (“Coventry”). Pursuant to the terms of the Coventry SPA, the Company agreed to issue and sell, and Coventry agreed to purchase (the “Purchase”), a promissory note in the aggregate principal amount of $ 150,000 30,000 120,000 10,000,000 10 May 9, 2023 On May 11, 2022, the Company issued 3,219,047 107,750 |
NATURE OF OPERATIONS (Policies)
NATURE OF OPERATIONS (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Basis | Accounting Basis The has financial United |
Use of Estimates | Use of Estimates The United requires and and and and and revenue and differ |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Eco Innovation Group, Inc. and the accounts of its 85% owned subsidiary, Spruce Construction, Inc, and its 80% owned subsidiary, Ecox Spruce Construction, Inc. All intercompany transactions and balances have been eliminated in consolidation. |
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 March 31, 2022, and December 31, 2021, the Company had no |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. |
Investments, Cost Method | Investments, Cost Method The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments are subject to qualitative assessment for indicators of impairments. During the quarter ended March 31, 2022, the Company recognized an impairment of $ 33,898 |
Earnings per share | Earnings per share Basic Earnings Per Share (EPS) common common shares for options common stock were As of March 31, 2022, the Company had potentially dilutive instruments in the amount of 2,255,222,921 shares from convertible debt, and 6,000,000 from outstanding warrants |
Business Combination | Business Combination The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
Goodwill Impairment | Goodwill Impairment We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. The Company impaired $0 of goodwill for the quarter ended March 31, 2022. |
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 year ended December 31, 2021, the Company evaluated long lived assets for impairment and determined impairment of $ 1,050,000 |
Derivative Financial Instruments | Derivative Financial Instruments The The are features are for and re-valued The and The whether end are current non-current whether or required |
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 820 three-tier fair hierarchy measuring The hierarchy for (Level and (Level These · 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 for are relevant market These and We measure fair recurring The are and are hierarchy. and are recurring 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 March 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 5,766,832 5,766,832 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 2,328,234 2,328,234 |
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 be recognized as compensation expense in the consolidated financial statements based on their fair values. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. 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 March 31, 2022 and December 31, 2021, the Company had not adopted a Stock Option Plan and had not issued any options. On May 2, 2022, a majority representing 90% of the Company’s issued and outstanding voting stock approved the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan. As of the date of this quarterly report, no options have been issued under the plan. |
Property, Plant and Equipment | Property, Plant and Equipment Fixed assets are carried cost. and are renewals and are When are related cost and are and any |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. |
Advertising | Advertising Advertising costs are expensed when incurred. |
Revenue Recognition | Revenue Recognition Effective January 2018, revenue Codification 2014- 09, Revenue from Contracts 606), revenue 605, Revenue and most revenue the Codification. The revenue depict for goods The for revenues and The annual 15, 2017, and modified January 2018. Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from the sale of services at the time in which the services are delivered pursuant to the contract. The Company had $ 116,605 0 |
ther Comprehensive Income (Loss) | O ther Comprehensive Income (Loss) Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity (deficit) in the consolidated balance sheets, as accumulated other comprehensive income. |
Reclassification | Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
NATURE OF OPERATIONS (Tables)
NATURE OF OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis March 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 5,766,832 5,766,832 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Derivative liability — — 2,328,234 2,328,234 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of preliminary Fair value Acquisition | Schedule of preliminary Fair value Acquisition Amount Notes payable issued to seller 103,698 1,000,000 shares of common stock 23,000 Noncontrolling interest 22,000 Total preliminary consideration transferred $ 148,698 |
Schedule Of Recognized Identified Assets Acquired And Liabilities | Schedule Of Recognized Identified Assets Acquired And Liabilities Accounts Receivable $ 30,577 Trucks 41,974 Goodwill 103,188 Vehicle Note Payable (27,041 ) Net assets acquired $ 148,698 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable March 31, December 31, 2022 2021 Convertible note payable – Claudia Magdalena Villalta $ 30,000 $ 30,000 Convertible note payable – Labrys $ — $ 148,000 Convertible notes payable- Blue Lake Holdings $ 107,750 $ 150,000 Total $ 137,750 $ 328,000 Less debt discounts $ (59,589 ) $ (198,781 ) Net $ 78,161 $ 129,219 Less current portion $ (78,161 ) $ (129,219 ) Long term portion $ — $ — |
Schedule of convertible notes payable | Schedule of convertible notes payable March 31, December 31, 2022 2021 Convertible notes payable – Pinnacle Consulting Services $ 241,000 $ 241,000 Convertible notes payable – Robert Hymers 58,153 4,875 Convertible notes payable- Alma Otey $ 23,000 $ — Total $ 322,153 $ 245,875 Less debt discounts $ (93,092 ) $ (107,802 ) Net $ 229,061 $ 138,073 Less current portion $ (229,061 ) $ (138,073 ) Long term portion $ — $ — |
Schedule Of Derivative Liabilities At Fair Value | Schedule Of Derivative Liabilities At Fair Value Fair Value as of January 1, 2022 $ 2,328,234 Initial recognition of derivative added as debt discount 185,959 Settlement of derivative liability as a result of payment on convertible notes (6,108 ) Settlement of derivative liability as a result of conversion of convertible notes and Series C Preferred Stock Liability (310,621 ) Loss on change in fair value 3,569,369 Fair Value as of March 31, 2022 5,766,832 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Derivative liability | 5,766,832 | 2,328,234 |
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 | $ 5,766,832 | $ 2,328,234 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | Jul. 01, 2018 | Feb. 28, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 02, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | Oct. 04, 2021 | Aug. 06, 2021 | Jul. 15, 2021 | Feb. 20, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Entity Incorporation, State or Country Code | NV | ||||||||||
Entity Incorporation, Date of Incorporation | Mar. 5, 2001 | ||||||||||
Reverse split | 1:1,000 | ||||||||||
Preferred stock, shares outstanding | 30,000,000 | 30,000,000 | |||||||||
Voting interest percentage | 94.00% | ||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 1,000,000,000 | 500,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, shares issued | 30,000,000 | 30,000,000 | |||||||||
Cash FDIC Amount | $ 0 | $ 0 | |||||||||
Impairmentof investment | $ 33,898 | ||||||||||
Earnings per shares description | As of March 31, 2022, the Company had potentially dilutive instruments in the amount of 2,255,222,921 shares from convertible debt, and 6,000,000 from outstanding warrants | ||||||||||
Impairment of intangible assets | $ 1,050,000 | ||||||||||
Deferred revenue | $ 116,605 | $ 0 | |||||||||
Spruce Engineering Construction [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Ownership interest | 85.00% | ||||||||||
Boetzkes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Ownership interest | 10.00% | ||||||||||
Patrick Laurie [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Ownership interest | 5.00% | ||||||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, shares authorized | 2,000,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Series A Preferred Stock [Member] | Julia Otey Raudes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Preferred stock, shares outstanding | 30,000,000 | ||||||||||
Series A Preferred Stock [Member] | Julie Otey-Raudes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Preferred stock, shares outstanding | 30,000,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Preferred stock, shares outstanding | 30,000,000 | ||||||||||
Preferred stock, shares authorized | 30,000,000 | ||||||||||
Preferred stock, shares issued | 30,000,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | Julie Otey-Raudes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Preferred stock, shares outstanding | 30,000,000 | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Preferred stock, shares outstanding | 98,750 | 167,500 | |||||||||
Common stock, par value | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, shares issued | 98,750 | 167,500 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Jul. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 21, 2021 | Aug. 06, 2021 | Feb. 20, 2020 |
Class of Stock [Line Items] | |||||||
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 | $ 0.001 | $ 0.001 | |||
Accrued dividends interest expense | $ 4,054 | ||||||
Carrying value | 92,473 | ||||||
Net unamortized discount value | 6,277 | ||||||
Common stock issued for cash proceeds | 167,900 | $ 45,000 | |||||
Common stock to issued for conversion of notes payable | $ 210,472 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock issued for cash proceeds, shares | 34,000,000 | 749,999 | |||||
Common stock issued for cash proceeds | $ 34,000 | $ 750 | |||||
Common stock issued for conversion of notes payable, shares | 89,769,190 | ||||||
Common stock to issued for conversion of notes payable | $ 89,769 | ||||||
[custom:CommonStockToIssuedForConversionOfSeriesCPreferredShares] | 67,414,457 | ||||||
Total Equity Of Eco Innovation [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for cash proceeds | $ 167,900 | $ 45,000 | |||||
Common stock to issued for conversion of notes payable | $ 210,472 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 30,000,000 | ||||||
Preferred stock, shares issued | 30,000,000 | ||||||
Preferred stock, shares outstanding | 30,000,000 | ||||||
Series A Convertible Preferred Stock [Member] | Julie Otey-Raudes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 30,000,000 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares issued | 98,750 | 167,500 | |||||
Preferred stock, shares outstanding | 98,750 | 167,500 | |||||
Common stock, par value | $ 0.001 | ||||||
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 and will be accounted for as a liability under ASC 480. | ||||||
Accrued dividends interest expense | $ 6,125 | ||||||
Number of shares issued | 67,414,457 | ||||||
Series A Preferred Stock [Member] | Julie Otey-Raudes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 30,000,000 |
ACQUISITION (Details)
ACQUISITION (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Notes payable issued to seller | $ 103,698 |
1,000,000 shares of common stock | 23,000 |
Noncontrolling interest | 22,000 |
Total preliminary consideration transferred | $ 148,698 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Accounts Receivable | $ 30,577 | |
Trucks | 41,974 | |
Goodwill | 103,188 | $ 103,188 |
Vehicle Note Payable | (27,041) | |
Net assets acquired | $ 148,698 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | Oct. 04, 2021 | Apr. 21, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Restricted common stock | $ 104,000 | |||
Goodwill | $ 103,188 | $ 103,188 | ||
Acquisition interest | 15.00% | |||
Noncontrolling Interest [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued for acquisition of business | $ 22,000 | |||
Forecast [Member] | Asset Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Business reimbursement payments | $ 56,000 | |||
Spruce Engineering Construction [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 85.00% | |||
Boetzkes [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 10.00% | |||
Patrick Laurie [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 5.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued officer compensation | $ 393,400 | $ 381,800 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total convertible notes payable | $ 137,750 | $ 328,000 |
Less debt discounts | (59,589) | (198,781) |
Net | 78,161 | 129,219 |
Less current portion | (78,161) | (129,219) |
Long term portion | ||
Claudia Magdalena Villalta [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible notes payable | 30,000 | 30,000 |
Labrys [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible notes payable | 148,000 | |
Blue Lake Holdings [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible notes payable | $ 107,750 | $ 150,000 |
CONVERTIBLE NOTES (Details 1)
CONVERTIBLE NOTES (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total convertible notes payable | $ 137,750 | $ 328,000 |
Total convertible notes payable | 322,153 | 245,875 |
Less debt discounts | (93,092) | (107,802) |
Net | 229,061 | 138,073 |
Less current portion | (229,061) | (138,073) |
Long term portion | ||
Pinnacle Consulting Services [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible notes payable | 241,000 | 241,000 |
Robert Hymers [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible notes payable | 58,153 | 4,875 |
Alma Otey [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible notes payable | $ 23,000 |
CONVERTIBLE NOTES (Details 2)
CONVERTIBLE NOTES (Details 2) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Disclosure [Abstract] | |
Derivative liability at beginning | $ 2,328,234 |
Initial recognition of derivative added as debt discount | 185,959 |
Settlement of derivative liability as a result of payments | (6,108) |
Settlement of derivative liability as a result of conversion of convertible notes and Series C Preferred Stock Liability | (310,621) |
Loss on change in fair value | 3,569,369 |
Derivative liability at ending | $ 5,766,832 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | May 11, 2022 | Jan. 10, 2022 | Jun. 04, 2021 | Dec. 09, 2019 | Mar. 01, 2016 | Mar. 25, 2022 | Mar. 23, 2022 | Oct. 19, 2021 | Aug. 23, 2021 | Mar. 22, 2021 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 21, 2022 |
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | $ 0.000098 | $ 0.000098 | $ 0.0075 | $ 0.000098 | ||||||||||||
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 but can be reset if the Company issues instruments at a lower price. The Company paid $14,650 of deferred financing costs which are amortized through the maturity date of the note. | |||||||||||||||
Periodic payment | $ 77 | |||||||||||||||
Amortization of debt discount | 354,402 | $ 15,071 | ||||||||||||||
Purchase price | $ 125,500 | |||||||||||||||
Debt discount | 68,000 | |||||||||||||||
Derivative liability | $ 5,766,832 | $ 2,328,234 | ||||||||||||||
Common stock issued for convertible notes payable | 1,405,612,245 | |||||||||||||||
Unamortized debt discount | $ 59,589 | 198,781 | ||||||||||||||
Amortized debt discount | 139,192 | |||||||||||||||
Accrued interest | $ 13,923 | |||||||||||||||
Convertible notes | $ 4,902 | |||||||||||||||
Number of shares issued at conversion | 50,000,000 | |||||||||||||||
Common stock issued for convertible notes payable shares | 849,610,676 | |||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Unamortized debt discount | $ 93,092 | 107,802 | ||||||||||||||
Amortized debt discount | 92,710 | |||||||||||||||
Accrued interest | $ 10,648 | |||||||||||||||
Robert Hymers [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Conversion price | $ 0.002 | |||||||||||||||
Convertible notes | $ 55,000 | $ 2,451 | ||||||||||||||
Number of shares issued at conversion | 25,000,000 | |||||||||||||||
Hymers [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible notes | $ 55,000 | |||||||||||||||
Number of shares issued at conversion | 18,500,000 | |||||||||||||||
Pinnacle Consulting [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||
Convertible notes | $ 180,000 | $ 21,000 | ||||||||||||||
Pinnacle Consulting [Member] | Convertible Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 5.00% | |||||||||||||||
Convertible notes | $ 40,000 | |||||||||||||||
Maturity Date | Jun. 9, 2020 | |||||||||||||||
Alma Otey [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Convertible notes | $ 23,000 | |||||||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Valuation | The Black Scholes valuation model included inputs of volatility of between 209% and 625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years | |||||||||||||||
Measurement Input Expected Term 1 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Valuation | The Black Scholes valuation model included inputs of volatility of between 209% and 625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years. | |||||||||||||||
Derivative Liability [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Derivative liability | $ 3,563,261 | |||||||||||||||
Derivative Liability 1 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Derivative liability | 310,621 | |||||||||||||||
Derivative Financial Instruments, Liabilities [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Derivative liabilities | 68,000 | |||||||||||||||
Claudia Villalta [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Conversion price | $ 0.06 | |||||||||||||||
Conversion of shares issued | $ 500,000 | |||||||||||||||
Labrys [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Outstanding amount | $ 148,000 | |||||||||||||||
Blue Lake [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||
Interest rate | 12.00% | |||||||||||||||
Conversion price | $ 0.02 | |||||||||||||||
Conversion of shares issued | $ 107,750 | |||||||||||||||
Periodic payment | $ 150,000 | |||||||||||||||
Amortization of debt discount | 15,000 | |||||||||||||||
Legal fees | $ 9,450 | |||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||
Administrative fees | $ 7,530 | |||||||||||||||
Number of shares issued | 11,250,000 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Proceeds from warrant | $ 6,000,000 | |||||||||||||||
Warrant exercise price | $ 0.025 | |||||||||||||||
Blue Lake [Member] | Debt [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 12.00% | |||||||||||||||
John English [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible notes | $ 2,451 | |||||||||||||||
Number of shares issued at conversion | 25,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 11, 2022 | May 10, 2022 | Apr. 01, 2022 | Apr. 19, 2022 | Mar. 23, 2022 | Aug. 23, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 21, 2022 | Apr. 02, 2022 | Mar. 25, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | Oct. 19, 2021 | Feb. 20, 2020 | Mar. 01, 2016 |
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Other | $ 167,900 | $ 45,000 | ||||||||||||||
Common Stock, Shares, Outstanding | 388,095,683 | 196,912,036 | ||||||||||||||
Common stock ,shares authorized | 500,000,000 | 500,000,000 | 1,000,000,000 | 500,000,000 | ||||||||||||
Common stock , par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible notes | $ 4,902 | |||||||||||||||
Conversion price | $ 0.000098 | $ 0.000098 | $ 0.000098 | $ 0.0075 | ||||||||||||
Blue Lake [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares issued | 3,219,047 | |||||||||||||||
Interest rate | 12.00% | |||||||||||||||
Conversion price | $ 0.02 | |||||||||||||||
Face amount | $ 150,000 | |||||||||||||||
Number of value issued | $ 107,750 | |||||||||||||||
Robert Hymers [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible notes | $ 55,000 | $ 2,451 | ||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Conversion price | $ 0.002 | |||||||||||||||
Number of value issued | $ 60,000 | |||||||||||||||
Hymers [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible notes | $ 55,000 | |||||||||||||||
Geneva Roth Remark Holdings [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares issued | 41,057,692 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock ,shares authorized | 2,000,000,000 | |||||||||||||||
Common stock , par value | $ 0.0001 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Face amount | $ 150,000 | |||||||||||||||
Original issue discount | 30,000 | |||||||||||||||
Gross proceeds | $ 120,000 | |||||||||||||||
Restricted common stock shares | 10,000,000 | |||||||||||||||
Maturity date | May 9, 2023 | |||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock ,shares authorized | 1,000,000,000 | |||||||||||||||
Common stock , par value | $ 0.001 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||
Common stock , par value | $ 0.001 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares issued | 68,750 | |||||||||||||||
Stock Issued During Period, Value, Other | $ 65,000 | |||||||||||||||
Common Stock, Shares, Outstanding | 147,500 |