Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 08, 2021 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | Global Fiber Technologies, Inc. | ||
Entity Central Index Key | 0001338929 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Common Stock Shares Outstanding | 1,251,239,584 | ||
Entity Public Float | $ 3,604,533 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 4,794 | $ 29,310 |
Prepaid interest and deposits | 96,214 | 21,311 |
Inventories | 60,815 | 0 |
Total Current Assets | 161,823 | 50,621 |
Operating lease right-of-use assets | 46,971 | 0 |
Property and equipment, net | 213,037 | 1,113 |
Intangible assets | 69,284 | 0 |
TOTAL ASSETS | 491,115 | 51,734 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 211,243 | 263,869 |
Accrued compensation | 501,250 | 501,250 |
Unsecured notes and accrued interest payable | 223,091 | 196,083 |
Convertible notes and accrued interest - net of debt discount of $245,191 and $52,720, respectively | 488,865 | 99,968 |
Convertible notes and accrued interest - related party | 67,500 | 63,500 |
Promissory note and accrued interest - related party | 278,168 | 0 |
Derivative Liabilities | 989,813 | 0 |
Advances from related parties | 124,558 | 255,296 |
Related party loans and accrued interest | 244,681 | 234,273 |
Subscription payable | 100,000 | 20,000 |
Operating lease liabilities | 46,971 | 0 |
Current liabilities from discontinued operations | 84,281 | 84,281 |
Total Current Liabilities | 3,360,421 | 1,718,520 |
Commitments and Contingencies (Note 11) | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding | 200 | 200 |
Common stock $0.001 par value, 1,000,000,000 shares authorized, 28,338,736 and 19,975,927 shares issued and outstanding, 6,688,666 and 1,168,666 issuable as of December 31, 2019 and December 31, 2018, respectively | 35,028 | 21,145 |
Additional paid-in capital | 29,780,891 | 29,335,171 |
Accumulated deficit | (32,685,425) | (31,023,302) |
Stockholders' deficit | (2,869,306) | (1,666,786) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 491,115 | $ 51,734 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Liabilities | ||
Convertible notes and accrued interest - net of debt discount | $ 245,191 | $ 52,720 |
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 200,000 | 200,000 |
Preferred stock, shares outstanding | 200,000 | 200,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 28,338,736 | 19,975,927 |
Common stock, shares outstanding | 28,338,736 | 19,975,927 |
Common stock issuable | 6,688,666 | 1,168,666 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations | ||
REVENUE | $ 3,758 | $ 0 |
OPERATING EXPENSES | ||
General and administrative | 463,064 | 242,858 |
Consulting fees share expense | 133,200 | 60,493 |
Officer salaries and compensation | 0 | 25,000 |
Stock based compensation | 83,574 | 11,700 |
Gain from extinguishment of debt | (12,041) | (5,394) |
Total Operating Expenses | 667,797 | 334,657 |
LOSS FROM OPERATIONS | (664,039) | (334,657) |
OTHER EXPENSE | ||
Loss on change in fair value of derivative liabilities | 358,173 | 0 |
Interest expense and financing costs | 618,300 | 96,205 |
Interest expense - related parties | 21,611 | 14,392 |
Total other expense | 998,084 | 110,597 |
Loss from continuing operations | (1,662,123) | (445,254) |
Provision for income taxes | 0 | 0 |
NET LOSS | $ (1,662,123) | $ (445,254) |
Net loss per share | $ (0.06) | $ (0.02) |
Weighted average common shares outstanding | 29,797,322 | 20,795,800 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholder's Deficit - USD ($) | Total | Class B Preferred Stock | Common Stock [Member] | Additional Paid-in Capita | Accumulated Deficit |
Balance, shares at Dec. 31, 2017 | 200,000 | 20,500,093 | |||
Balance, amount at Dec. 31, 2017 | $ (1,381,656) | $ 200 | $ 20,500 | $ 29,175,692 | $ (30,578,048) |
Common stock issued for consulting services, shares | 300,000 | ||||
Common stock issued for consulting services, amount | 43,000 | $ 0 | $ 300 | 42,700 | 0 |
Stock based compensation, shares | 97,500 | ||||
Stock based compensation, amount | 11,700 | $ 0 | $ 98 | 11,602 | 0 |
Common stock issued for repayment of related party loan, shares | 222,000 | ||||
Common stock issued for repayment of related party loan, amount | 33,300 | $ 0 | $ 222 | 33,078 | 0 |
Common stock issued for extension of note, shares | 25,000 | ||||
Common stock issued for extension of note, amount | 4,250 | $ 0 | $ 25 | 4,225 | 0 |
Debt discount - Convertible promissory note and warrants | 67,874 | 0 | 0 | 67,874 | 0 |
Net loss | (445,254) | $ 0 | $ 0 | 0 | (445,254) |
Balance, shares at Dec. 31, 2018 | 200,000 | 21,144,593 | |||
Balance, amount at Dec. 31, 2018 | (1,666,786) | $ 200 | $ 21,145 | 29,335,171 | (31,023,302) |
Common stock issued for consulting services, shares | 1,100,000 | ||||
Common stock issued for consulting services, amount | 133,200 | $ 0 | $ 1,100 | 132,100 | 0 |
Common stock issued for repayment of related party loan, shares | 50,000 | ||||
Common stock issued for repayment of related party loan, amount | 12,500 | $ 0 | $ 50 | 12,450 | 0 |
Net loss | (1,662,123) | $ 0 | $ 0 | 0 | (1,662,123) |
Common stock issued for cash, shares | 190,000 | ||||
Common stock issued for cash, amount | 43,500 | $ 0 | $ 190 | 43,310 | 0 |
Options issued for consulting services | 83,574 | 0 | 0 | 83,574 | 0 |
Common stock issued for settlement of a convertible note, amount | 5,647 | $ 0 | $ 71 | 5,576 | 0 |
Common stock issued for settlement of a convertible note, shares | 70,588 | ||||
Common stock issued for conversion of convertible notes, shares | 6,072,221 | ||||
Common stock issued for conversion of convertible notes, amount | 174,782 | $ 0 | $ 6,072 | 168,710 | 0 |
Acquisition of assets from related party, shares | 6,400,000 | ||||
Acquisition of assets from related party, amount | 6,400 | $ 0 | $ 6,400 | 0 | 0 |
Balance, shares at Dec. 31, 2019 | 200,000 | 35,027,402 | |||
Balance, amount at Dec. 31, 2019 | $ (2,869,306) | $ 200 | $ 35,028 | $ 29,780,891 | $ (32,685,425) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,662,123) | $ (445,254) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Loss on change in fair value of derivatives liabilities | 358,173 | 0 |
Gain from extinguishment of debt | (12,041) | (5,394) |
Depreciation - Property and equipment | 24,174 | 380 |
Amortization - Intangible assets | 639 | 0 |
Expenses paid for directly by related party | 26,297 | 250,802 |
Amortization of debt discount | 553,604 | 62,305 |
Amortization of commitment fee | 0 | 5,500 |
Stock based compensation expense | 83,574 | 11,700 |
Stock issued for services | 133,200 | 37,500 |
Non-cash interest | 0 | 4,250 |
Non-cash expenses | 0 | 2,500 |
Changes in operating assets and liabilities: | ||
Expense paid for subsidiary | (16,336) | 0 |
Prepaid interest and deposits | (107,753) | 14,022 |
Accounts payable and accrued expenses | (52,626) | (13,557) |
Accrued compensation | 0 | 25,000 |
Accrued interest | 85,259 | 41,463 |
Allowance of loans and interest receivable - related party | 0 | 5,537 |
Net cash used in operating activities | (585,959) | (3,246) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property, plant and equipment | (21,500) | 0 |
Acquisition of intangible assets | (53,723) | 0 |
Net cash used in investing activities | (75,223) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible promissory note, net | 817,950 | 100,000 |
Proceeds from issuance of common stock | 43,500 | 0 |
Proceeds from subscriptions payable | 80,000 | 20,000 |
Proceeds from unsecured loans | 50,000 | 0 |
Repayment of convertible notes | (170,000) | 0 |
Repayment of promissory note- related party | (249) | 0 |
Repayment of related party advance | (144,535) | (87,444) |
Repayment of unsecured loans | (40,000) | 0 |
Net cash provided by financing activities | 636,666 | 32,556 |
Net change in cash and cash equivalents | (24,516) | 29,310 |
Cash and cash equivalents - beginning of period | 29,310 | 0 |
Cash and cash equivalents - end of period | 4,794 | 29,310 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Non-Cash Investing and Financing Activity: | ||
Shares issued for related party loan | 12,500 | 33,300 |
Acquisition of assets from related party through the issuance of common stock and a note | $ 275,277 | $ 0 |
Common stock issued for conversion of convertible notes | 174,782 | 0 |
Common stock issued for settlement of a convertible note | 5,647 | |
Debt discount from derivative liabilities | 772,463 | 0 |
Initial recognition of operating lease right-of-use assets | 62,356 | 0 |
Beneficial conversion feature | 0 | 56,650 |
Warrant granted in conjunction with convertible notes recognized as debt discount | $ 0 | $ 11,224 |
DESCRIPTION OF BUSINESS AND GOI
DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | |
NOTE 1 - DESCRIPTION OF BUSINESS AND GOING CONCERN | Global Fiber Technologies, Inc. (“the Company”) was incorporated in Nevada on March 25, 2005. As of December 31, 2019 and December 31, 2018, the Company had 400,000,000 shares of authorized common stock. During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%. Effective December 31, 2014 the Company’s Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading Edge Fashions, LLC. The Company created a new limited liability company, Pure361, LLC (“Pure361”) in May 2015 for the purpose of operating the portion of the Company’s business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries. The Company owns 51% of Pure361. Pure361 entered into a license agreement with Pure System International Ltd. (“Pure”), the minority owner of Pure 361, related to potential future operations in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste. Pure361 has had no operations to date nor did it have assets or liabilities as of December 31, 2019 and 2018, respectively. The Company created a new wholly owned subsidiary, Progressive Fashions Inc. (“PFI”) in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection. On June 5, 2017 the Company and True Beauty, LLC (the company that controls the EMME® trademark) terminated the license agreement. PFI has had no operations to date nor did it have assets or liabilities as of December 31, 2019 and 2018, respectively. The Company created a new subsidiary, ECO CHAIN 360, Inc. in November 2018 for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. The Company owns 51% of ECO CHAIN 360, Inc. ECO CHAIN 360, Inc. has had no operations to date nor did it have assets or liabilities as of December 31, 2019 and 2018, respectively. On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock of the Company to be issued and the issuance of a promissory note of $447,150 that bears 3% interest per annum and have a one year term with eight options to extend the maturity date for three-month periods. In addition, the Company issued to AHO 200,000 common shares of Authentic Heroes, Inc. (“AHI”), a subsidiary created by the Company, to hold the purchased assets. AHI has commenced minimal operations as of December 31, 2019. Going Concern The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $32,685,425 and $31,023,302 as of December 31, 2019 and December 31, 2018, respectively, which include net losses of $1,662,123 and $445,254 for the year ended December 31, 2019 and 2018, respectively. In addition, as of December 31, 2019 and December 31, 2018, the Company had a working capital deficit of $3,198,598 and $1,667,899 respectively, with limited cash resources available. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management plans to continue to raise additional debt and equity until the Company has positive cash flows from an operating company. The Company’s ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and/or raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and ECO CHAIN 360, Inc. which are 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted above in Note 1, our 51% owned subsidiaries, Pure361, Leading Edge Fashions, LLC and ECO CHAIN 360, Inc., had no operations, assets or liabilities as of December 31, 2019 and 2018. Because of this, a non-controlling interest is not reflected in these financial statements. In addition, the Company has consolidated Authentic Heroes, Inc., Inc. of which the Company owns 80%. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. On June 18, 2019, the Company acquired inventories from AH Originals, Inc. for an aggregate amount of $60,815. December 31, 2019 December 31, 2018 Raw Material $ 13,631 $ - Finished Goods 47,184 - $ 60,815 $ - Equipment Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows: Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2019 2018 Furniture and Equipment $ 218,315 $ 2,650 Forklift 20,433 - 238,748 2,650 Less accumulated depreciation (25,711 ) (1,537 ) $ 213,037 $ 1,113 Depreciation expense amounted to $24,174 and $380 for the year ended December 31, 2019 and 2018, respectively. On June 18, 2019, the Company acquired equipment from AH Originals, Inc. for an aggregate amount of $214,598. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2019 and 2018, no impairment losses have been identified. Intangible Assets The Company accounts for intangible assets (including trademarks and website) in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. On June 18, 2019, the Company acquired intangible assets from AH Originals, Inc. for an aggregate amount of $16,200, which includes website of $10,690 and patent of $5,510. We amortize the cost of our intangible assets over the 15-year estimated useful life on a straight-line basis. The following table sets forth the amortization for the intangible assets at December 31, 2019 and 2018: December 31, December 31, 2019 2018 Patent $ 9,233 $ - Websites 10,690 - Royalties 50,000 - 69,923 - Less accumulated amortization (639 ) - $ 69,284 $ - Amortization expense amounted to $639 and $0 for the year ended December 31, 2019 and 2018, respectively. Prepaid interest and deposits Prepaid interest and deposits consist of prepaid consulting fees, OTC market annual fees and license agreement. Prepaid interest is amortized over the life of the related liability. Revenue Recognition The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, 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; (v) Recognize revenue when the Company satisfies a performance obligation. Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, ”Receivables.” Leases Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $62,356 of right-of-use (“ROU”) assets and $62,356 of lease liabilities on its Consolidated Balance Sheet. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted certain provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2019 and 2018, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2019. Stock-based Compensation We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the year ended December 31, 2019 and 2018, the Company incurred $83,574 and $11,700 for stock based compensation, respectively. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Use of Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock based awards issued and derivatives embedded in financial instruments. Estimates are used in the determination of depreciation, the valuation of non-cash issuances of common stock, stock options and warrants, valuing convertible notes for beneficial conversion features, among others. Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The following table summarizes fair value measurements by level at December 31, 2019, and 2018, measured at fair value on a recurring basis: December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 989,813 $ 989,813 December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - Concentration of Credit Risk The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2019 and December 31, 2018, the Company had no amounts in excess of the FDIC limit. COVID-19 The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world and thus the Company’s business operations have been disrupted and it is unable to timely review and prepare the Company’s financial statements for the 2019 fiscal year. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“ COVID-19 The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees for the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. As a result, the Company’s books and records were not easily accessible, resulting in delays in preparation and completion of its financial statements. Further, the various governmental mandatory closures of businesses in these locations have precluded the Company’s personnel, particularly its senior accounting staff, from obtaining access to its subsidiaries’ books and records necessary to prepare the Company’s financial statements that, once audited, comprise the essence of the Annual Report. New Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2019 | |
CAPITAL STOCK | |
NOTE 3 - CAPITAL STOCK | Preferred Stock The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”). The number of authorized shares totals 1,000,000 and the par value is $.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum, and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends. During the fourth quarter of 2011, 200,000 shares of the Series B Preferred Stock were issued to a related party for reimbursement of $7,500 of legal and accounting fees paid on behalf of the Company. Common Stock As of December 31, 2019 and 2018, the Company had 28,338,736 and 19,975,927 shares of its $0.001 par value common stock issued and outstanding, respectively. In addition, as of December 31, 2019 and 2018, the Company had 6,688,666 and 1,168,666 shares of common stock issuable, respectively. During the year ended December 31, 2019, the Company issued common shares as follows, · On January 8, 2019, the Company issued 70,588 common shares valued at $0.08 per share for a total of $5,647 to repay the outstanding amount of a convertible note of $17,688, resulting in a gain from debt extinguishment of $12,041. · On May 10, 2019, the Company issued 50,000 common shares valued at $0.25 for $12,500 to repay the loan from the President and Director of the Company. · In May 2019, the Company issued 190,000 common shares for cash proceeds of $43,500. · On June 18, 2019, the Company issued 6,400,000 common shares valued at $0.001 par value for total of $6,400 as partial consideration for the acquisition of assets from AH Original, Inc. (“AOH”), a common controlled corporation owned by the same owner group of the Company. · On July 1, 2019, the Company issued 400,000 shares of common stock valued at $80,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services. · On October 16, 2019, the Company issued 700,000 shares of common stock valued at $53,200, based on market price on the issuance dates, as partial consideration to a corporation for consulting services. · During the year ended December 31, 2019, the Company issued 6,072,221 shares of common shares to convert the principal amount of $152,887 and accrued interest of $15,895 of convertible notes. During the year ended December 31, 2018, the Company issued common shares as follows, · On June 15, 2018, 50,000 common shares were issued at a fair value of $5,500 as a commitment fee for the issuance of a $112,238 convertible note. In addition, the Company granted warrants to purchase 112,238 shares of common stock at $0.35 per share exercisable for a period of two years. The fair value of these warrants at the time they were granted was approximately $11,224 and was calculated using the Black-Scholes-Merton model (see Note 4). · On August 15, 2018, the Company issued 25,000 common shares valued at $0.17 per share for a total of $4,250 to extend the loans’ maturity date. · On August 20, 2018, the Company issued 97,500 common shares valued at $0.12 per share for a total of $11,700 as compensation to the president and CEO of the Company. · In October 2018, the Company issued 222,000 common shares valued at $0.15 for $33,300 to repay the loan from the President and Director of the Company. · In April 2018, the Company issued 250,000 common shares valued at $0.15 for $37,500 for consulting services which is being amortized over the one year service period. As of December 31, 2018, prepaid consulting expense related to this agreement was $11,507. Warrants Exercisable to Common Shares The below table summarizes the activity of warrants exercisable for common shares during the year ended December 31, 2019 and the year ended December 31, 2018: Number of Weighted Average Shares Exercise Price Balance as of December 31, 2017 - $ - Granted 112,238 0.35 Exercised - - Forfeited - - Balance as of December 31, 2018 112,238 $ 0.35 Granted 1,038,125 0.29 Exercised - - Forfeited - - Balance as of December 31, 2019 1,150,363 $ 0.30 The following table summarizes information relating to outstanding and exercisable stock warrants as of December 31, 2019: Warrants Outstanding Weighted Average Remaining Contractual Weighted Average Number of Shares life (in years) Exercise Price 1,150,363 3.68 $ 0.30 As of December 31, 2019 and December 31, 2018, the intrinsic value warrants outstanding was $0 and $0 based on the closing market price of $0.012 on December 31, 2019 and $0.17 on December 31, 2018, respectively. Stock Options During the year ended December 31, 2017, the Company granted 2,650,000 options to consultants, employees and management. One hundred thousand of those options had an exercise price of $.0001, and 250,000 options at an exercise price of $0.01 vested immediately and were valued at the fair value of the Company’s stock at the measurement date less the exercise price. The value of the options was $151,490 and recorded as stock based compensation. The other 2,300,000 of options vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options for the year ended December 31, 2017 was $433,870. During the year ended December 31, 2019, the expiry terms of 875,000 options granted during year ended December 31, 2017 were extended for two years, resulting in fair value adjustment of $46,513 recorded under stock based compensation expense. During the year ended December 31, 2019, the Company granted 50,000 options to consultants with an exercise price of $0.50 vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options was $37,061. The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the year ended December 31, 2019: For the Year ended December 31, 2019 Fair values $ 0.30 Exercise price $ 0.50 Expected term at issuance 3 years Expected average volatility 94.62 % Expected dividend yield — Risk-free interest rate 2.34 % A summary of the change in stock purchase options outstanding for the year ended December 31, 2019 and the year ended December 31, 2018 is as follows: Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance - December 31, 2017 2,650,000 $ 0.33 $ 0.33 6.92 Options issued - - - - Options expired - - - - Options exercised - - - - Balance - December 31, 2018 2,650,000 $ 0.33 $ 0.30 5.92 Options issued 50,000 $ 0.50 $ 0.30 2.22 Options expired (See note above) - - - - Options exercised - - - - Balance – December 31, 2019 2,700,000 $ 0.34 $ 0.30 4.87 The following table shows information on our vested and unvested options outstanding during the year ended December 31, 2019 and the year ended December 31, 2018: Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance - December 31, 2017, unvested - $ - $ - - Balance - December 31, 2018, unvested - $ - $ - - Options issued 50,000 $ 0.50 $ 0.30 2.22 Options vested 50,000 $ 0.50 $ 0.30 2.22 Options expired (See note above) - - - - Options exercised - - - - Balance – December 31, 2019, unvested - $ - $ - - As of December 31, 2019 and December 31, 2018, the intrinsic value of 350,000 options and 350,000 options was $1,690 and $56,990 based on the closing market price of $0.012 on December 31, 2019 and $0.17 on December 31, 2018, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
NOTES PAYABLE | |
NOTE 4 - NOTES PAYABLE | Unsecured Notes Payable On November 25, 2014, the Company issued an unsecured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015. On April 1, 2016 the Company entered into a forbearance agreement. The Company was granted an extension of the note through September 30, 2016 in consideration of 150,000 shares of common stock valued at $150,000 with interest accruing after March 29, 2016 at 12%. The lender was issued an additional 50,000 shares valued at $50,000 to extend the note to August 31, 2017. During the year ended December 31, 2019, the Company made $15,000 repayment. The note and accrued interest was $159,303 and $157,855 as of December 31, 2019 and December 31, 2018. The initial extension fee was amortized ratably over the extension period of 180 days. The note remains unpaid as of December 31, 2019 and is currently in default. During the year ended December 31, 2016, the Company received two separate payments of $12,500, totaling $25,000, as secured notes. The notes are non-interest bearing and have no terms of repayment. The balance of the notes was $25,000 as of December 31, 2019 and December 31, 2018. On December 12, 2016, the Company issued an unsecured promissory note to an investor. The note bears interest at 5% and matured on June 30, 2017. As of December 31, 2016, payments from the investor are $2,200. On January 11, 2017, the investor loaned an additional $5,000 related to the promissory note. The balance of this note plus accrued interest totals $8,269 and $7,909 as of December 31, 2019 and December 31, 2018, respectively. The notes are currently unpaid and in default. During the year ended December 31, 2019, the Company received four separate payments of $12,500, totaling $50,000, as secured notes. The notes are non-interest bearing and have no terms of repayment. During the year ended December 31, 2019, the Company made $15,000 repayment. The balance of the notes was $25,000 as of December 31, 2019. Convertible Notes Payable – related party In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. The note does not contain a beneficial conversion feature. The balance of this note plus accrued interest totals were $67,500 and $63,500 at December 31, 2019 and December 31, 2018, respectively. Promissory Notes Payable – related party On June 18, 2019, the Company issued a promissory note at a principal amount of $447,150 as part of the consideration for the acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one year term with eight options to extend the maturity date for three-month periods. During the year ended December 31, 2019, debt discount of $35,187 has been amortized. The balance of this note, net of note discount of $175,935 plus accrued interest totals were $278,168 at December 31, 2019. Convertible Notes Payable The convertible notes payable and accrued interest payable as of December 31, 2019 is as follows: Outstanding Note Accrued Noteholder Issue Date Maturity Date Principal Discount Interest Total Auctus Fund LLC 01/03/19 10/03/19 $ 68,949 $ - $ 319 $ 69,269 JSJ Investments Inc. 01/15/19 01/15/20 - - - - GS Capital Partners LLC 01/23/19 01/23/20 16,996 (3,536 ) 4,184 17,643 Crown Bridge Partners, LLC 02/07/19 10/25/19 18,418 0 4,136 22,553 Jefferson Street Capital LLC 04/08/19 01/08/20 23,500 (961 ) 2,094 24,633 Armada Investment Fund LLC 04/08/19 01/08/20 17,000 (893 ) 165 16,272 BHP Capital NY Inc. 04/08/19 01/08/20 32,500 (1,057 ) 0 31,443 Power Up Lending Group LLC 07/22/19 07/22/20 63,000 (31,328 ) 2,796 34,468 Power Up Lending Group LLC#2 08/01/19 08/01/20 43,000 (21,383 ) 1,791 23,408 EMA Financial LLC 08/19/19 05/19/20 60,000 (19,708 ) 2,203 42,495 Jefferson Street Capital LLC#2 08/27/19 05/27/20 52,500 (17,245 ) 1,450 36,705 Armada Investment Fund LLC#2 08/27/19 05/27/20 52,500 (17,245 ) 1,450 36,705 BHP Capital NY Inc.#2 08/27/19 05/27/20 52,500 (17,245 ) 1,450 36,705 William J. Bergeron 08/05/19 05/05/20 12,500 (4,106 ) 405 8,799 GS Capital Partners LLC#2 10/08/19 10/08/20 58,000 (43,421 ) 1,335 15,914 Power Up Lending Group LLC#3 10/31/19 10/31/20 38,000 (28,448 ) 635 10,187 David Nichols 11/26/19 05/26/20 50,000 (202 ) 252 50,050 David Nichols#2 12/27/19 01/27/21 50,000 (38,413 ) 29 11,616 $ 709,363 $ (245,191 ) $ 24,693 $ 488,865 FirstFire Global Opportunities Fund On June 15, 2018, The Company issued a convertible promissory note to an investor in the amount of $112,238, with an original issue discount of $9,738, convertible into common stock at the lower of $0.35 per share or a fixed conversion price of 75% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the notice of conversion. The Company recorded an additional liability for the value transferred to the note holder by the ability of the note holder to obtain a conversion price at a fixed discount to the trading price of the Company’s common stock in the amount of $37,413 and has treated that amount as a discount to the note and is amortizing this discount over the life of the note to interest expense. Under U.S. GAAP, this type of note is known as Stock-Settled Debt. The note bears interest at 5% per annum and matures on June 15, 2019. In connection with issuance of the note, the Company issued warrants to purchase 112,238 shares of common stock at $0.35 per share exercisable for a period of two years. The fair value of these warrants at the time they were granted was $17,796 calculated using Monte Carlo model. The market value of the stock and the historical volatility of the Company’s stock on the day the warrant was granted was $0.11 and 273%, respectively. The total beneficial conversion feature discount recognized was $56,650. The total discount of $115,024 is being amortized over the term of the note. On January 8, 2019, the note holder converted the remaining balance of debt and accrued interest outstanding of $17,688 into a total of 70,588 shares, resulting in a gain from extinguishment of debt of $12,041. The Company made payments totaling $135,000 to repay the balance due on the convertible note in January 2019. Auctus Fund LLC On January 3, 2019, the Company issued a convertible promissory note in the amount of $86,250, convertible into common stock at the lower of the lowest trading price within the prior twenty-five days of the execution of the note or a fixed conversion price of 50% multiplied by the lowest traded price of the common stock during the twenty-five consecutive trading day period immediately preceding the conversion date. The note bears interest at 12% per annum and matures on October 3, 2019. In connection with issuance of the note, the Company issued warrants to purchase 215,625 shares of common stock at $0.20 per share exercisable for a period of five years. The fair value of these warrants at the time they were granted was $92,143 calculated using Monte Carlo model. The debt discount recognized on date of note issuance of $86,250is being amortized over the term of the note. During the year ended December 31, 2019, the Company issued 900,000 shares of common shares to convert the principal amount of $17,301 and accrued interest of $9,199 of the convertible note. The balance of the liability, note and accrued interest was $69,269 as of December 31, 2019. JSJ Investment Inc. On January 15, 2019, the Company issued a convertible promissory note in the amount of $60,000, with an original issue discount of $3,000, convertible into common stock at the lower of $0.21 per share or a fixed conversion price of 65% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the notice of conversion. The note bears interest at 5% per annum and matures on January 15, 2020. The note bears interest at 5% per annum and matures on January 16, 2020. In connection with issuance of the note, the Company issued warrants to purchase 50,000 shares of common stock at $0.21 per share exercisable for a period of two years. The fair value of these warrants at the time they were granted was $7,327 calculated using Monte Carlo model. The debt discount recognized on date of note issuance of $60,000 of $42,224is being amortized over the term of the note. During the year ended December 31, 2019, the Company issued 1,101,346 shares of common shares to fully convert the principal amount of $60,000 and accrued interest of $1,981 of the convertible note. On January 23, 2019, the Company issued a convertible promissory note in the amount of $58,000, with an original issue discount of $5,000, convertible into common stock at a fixed conversion price of 60% of the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the notice of conversion. The note bears interest at 10% per annum and matures on January 23, 2020. The debt discount recognized on date of note issuance of $58,000 of $50,000 is being amortized over the term of the note. During the year ended December 31, 2019, the Company issued 182,699 shares of common shares to convert the principal amount of $6,004 and accrued interest of $436 of the convertible note. The Company made partial payments of $35,000 to repay the balance due on the convertible note in October 2019. The balance of the liability, note and accrued interest was $21,179 and the related unamortized discount was $3,536 as of December 31, 2019. Crown Bridge Partners, LLC On February 7, 2019, the Company issued a convertible promissory note in the amount of $45,500, with an original issue discount of $4,000, convertible into common stock at the lower of the lowest trading price within the prior twenty-five days of the note or a fixed conversion price of 50% multiplied by the lowest traded price of the common stock during the twenty-five consecutive trading day period immediately preceding the conversion date. The note bears interest at 12% per annum and matures on October 25, 2019. In connection with issuance of the note, the Company issued warrants to purchase 97,500 shares of common stock at $0.35 per share exercisable for a period of three years. The fair value of these warrants at the time they were granted was $59,069 calculated using Monte Carlo model. The debt discount recognized on date of note issuance of $45,500 is being amortized over the term of the note. During the year ended December 31, 2019, the Company issued 1,274,000 shares of common shares to convert the principal amount of $27,083 of the convertible note. The balance of the liability, note and accrued interest was $22,553 as of December 31, 2019. Jefferson Street Capital LLC, Armada Investment Fund, BHP Capital NY #1 On April 8, 2019, the Company issued three convertible promissory notes in the amount of $38,500 for an aggregate amount of $115,500, convertible into common stock at the lower of the lowest trading price within the prior twenty days of the note or 60% multiplied by the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the conversion date. The notes bear interest at 8% per annum and mature on January 8, 2020. In connection with the issuance of the convertible notes, the Company granted warrants to purchase 225,000 shares of common stock at $0.35 exercisable for a period of five years. The fair value of these warrants at the time they were granted was $50,103 calculated using Monte Carlo model. The debt discount recognized on the date of notes issuance of $115,500 000 is being amortized over the term of the notes. During the year ended December 31, 2019, the Company issued 2,614,176 shares of common shares to convert the principal amount of $42,500 and accrued interest of $4,279 of the convertible notes. The balance of the liabilities, notes and accrued interest were $75,259 and the related unamortized discount was $2,911 as of December 31, 2019. Power Up Lending Group#1 On July 19, 2019, the Company issued a convertible promissory note in the amount of $63,000, convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. The note bears interest at 10% per annum and matures on July 19, 2020. The debt discount recognized on date of note issuance of $63,000 is being amortized over the term of the note. The balance of the liability, note and accrued interest was $65,796 and the related unamortized discount was $31,328 as of December 31, 2019. Power Up Lending Group#2 On July 30, 2019, the Company issued a convertible promissory note in the amount of $43,000, convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. The note bears interest at 10% per annum and matures on July 30, 2020. The debt discount recognized on the date of note issuance of $43,000 is being amortized over the term of the note. The balance of the liability, note and accrued interest was $44,791 and the related unamortized discount was $21,383 as of December 31, 2019. EMA Financial, LLC On August 13, 2019, the Company issued a convertible promissory note in the amount of $60,000, with an original issue discount of $2,500, convertible into common stock at the lower of the lowest trading price within the prior ten days of the note or a fixed conversion price of 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. The note bears interest at 10% per annum and matures on May 13, 2020. The debt discount recognized on date of note issuance of $60,000 is being amortized over the term of the note. The balance of the liability, note and accrued interest was $62,203 and the related unamortized discount was $19,708 as of December 31, 2019. Jefferson Street Capital LLC, Armada Investment Fund, BHP Capital NY #2 On August 25, 2019, the Company issued three convertible promissory notes in the amount of $52,500 for an aggregate amount of $157,500, with an original issue discount of $2,500 for an aggregate amount of $7,500, convertible into common stock at the lower of the fixed price at $0.45 per share or 60% multiplied by the lowest traded price of the common stock during the fifteen consecutive trading day period immediately preceding the conversion date. The notes bear interest at 8% per annum and mature on May 25, 2020. In connection with the issuance of the convertible notes, the Company granted warrants to purchase 450,000 shares of common stock at $0.30 exercisable for a period of five years. The fair value of these warrants at the time they were granted was $96,858 calculated using Monte Carlo model. The debt discount recognized on date of notes issuance of $157,500 is being amortized over the term of the notes. The balance of the liabilities, notes and accrued interest were $161,850 and the related unamortized discount was $51,735 as of December 31, 2019. William J. Bergeron On August 5, 2019, the Company issued a convertible promissory note in the amount of $12,500, convertible into common stock at the fixed effective conversion price at $0.25 per share. The note bear interest at 8% per annum and mature on February 5, 2020. The note is not a derivative but is tainted due to the variable rate convertible debt outstanding. The debt discount recognized on date of note issuance of $12,500 is being amortized over the term of the note. The balance of note and accrued interest was $12,905 and the related unamortized discount was $4,106 as of December 31, 2019. GS Capital Partners LLC #2 On October 8, 2019, the Company issued a convertible promissory note in the amount of $58,000, with an original issue discount of $5,000, convertible into common stock at a fixed conversion price of 60% of the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the notice of conversion. The note bears interest at 10% per annum and matures on October 8, 2020. The debt discount of $58,000 recognized on the date of note issuance is being amortized over the term of the note. The balance of the liability, note and accrued interest was $59,335 and the related unamortized discount was $43,421 as of December 31, 2019. Power Up Lending Group Ltd#3 On October 31, 2019, the Company issued a convertible promissory note in the amount of $38,000, convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. The note bears interest at 10% per annum and matures on October 31, 2020. The debt discount recognized on the date of note issuance of $38,000is being amortized over the term of the note. The balance of the liability, note and accrued interest was $38,635 and the related unamortized discount was $28,448 as of December 31, 2019. On November 26, 2019, the Company issued a convertible promissory note in the amount of $50,000, convertible into common stock at the fixed price at $0.25 per share at maturity date of the note on May 26, 2020. The note is not a derivative but is tainted due to the variable rate convertible debt outstanding. The debt discount recognized on date of note issuance of $409 is being amortized over the term of the note. The note bears interest at 5% per annum and mature on May 26, 2020. The debt discount of $409 recognized on the date of note issuance is being amortized over the term of the note. The balance of note and accrued interest was $50,252 and the related unamortized discount was $202 as of December 31, 2019. David Nicholas#2 On December 27, 2019, the Company issued a convertible promissory note in the amount of $50,000, convertible into common stock at the lower of $0.01 per share or 51% of the ten-day average closing price from the date of conversion. The notes bears interest at 4% per annum and mature on January 27, 2021. The debt discount of $50,000 recognized on the date of note issuance is being amortized over the term of the note. The balance of note and accrued interest was $50,029 and the related unamortized discount was $38,413 as of December 31, 2019. The Company has amortized $553,604 of the debt discount during the year ended December 31, 2019. As of December 31, 2019 and December 31, 2018, the total balance of convertible notes plus accrued interest was $488,865 and $99,968, net of debt discount of $245,191 and $52,720, respectively. Subscription Payable During the year ended December 31, 2019 and the year ended December 31, 2018, the Company received $80,000 and $20,000 prepayment related to a future private placement offering. As of December 31, 2019 and December 31, 2018, the subscription payable was $100,000 and $20,000, respectively. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
NOTE 5 - DERIVATIVE LIABILITIES | The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “ Derivatives and Hedging,” The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Monte Carlo model to calculate the fair value as of December 31, 2019. The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2019: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ - Addition of derivative liabilities upon issuance of convertible note and warrants as debt discount 772,463 Addition of new derivatives liabilities recognized as day one loss 930,369 Reduction of derivative liabilities from convertible notes to shares of common stock (140,823 ) Loss (gain) on change in fair value of the derivative (572,196 ) Balance - December 31, 2019 $ 989,813 The following table summarizes the loss on derivative liability included in the income statement for the year ended December 31, 2019 and 2018, respectively. Year Ended December 31, 2019 2018 Day one loss due to derivative on convertible notes and warrants $ (930,369 ) $ - Gain on change in fair value of derivative liabilities on convertible notes and warrants 572,196 - Loss on change in fair value of derivative liabilities $ (358,173 ) $ - |
ACQUISITIONS OF ASSETS
ACQUISITIONS OF ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
ACQUISITIONS OF ASSETS | |
NOTE 6 - ACQUISITIONS OF ASSETS | On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock to be issued, cash advances of $32,850 and the issuance of a promissory note of $447,150 bears 3% interest per annum and has a one-year term with eight options to extend the maturity date for three-month periods. Management did not consider the transaction to be a business combination due to the common control of AHO and the Company. The assets were recorded at the carrying value. The stock was recorded at is par value and the debt as its fair value. Management considered the 3% interest per the note to be below market and recorded a discount of $211,123. The acquired assets and assumed liabilities from AH Originals, Inc. summarized as follows: Assets Acquisition Equipment $ 214,598 Inventory 60,815 Web Site 10,690 Patent 5,510 $ 291,613 Less Assumed Liabilities 16,336 $ 275,277 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
DISCONTINUED OPERATIONS | |
NOTE 7 - DISCONTINUED OPERATIONS | During 2014, the Company’s Leading Edge Fashions, LLC retail businesses, of which it owned 51%, was classified as discontinued operations. Based on the Company’s strategy to allocate resources to its businesses relative to their growth potential and those with the greater right to win in the marketplace, the Company determined that this business did not align with the Company’s long-term growth plans. As of December 31, 2019 and December 31, 2018, current liabilities from discontinued operations includes $84,281 accounts payable. During the year ended December 31, 2019 and December 31, 2018, the Company had no income or loss from discontinued operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 8 - RELATED PARTY TRANSACTIONS | During the year ended December 31, 2019, the Company’s President paid on behalf of the Company $16,175 of expenses and was repaid $110,036 through cash and $12,500 through the issuance of 50,000 shares of common stock valued at $0.25. During the year ended December 31, 2018, the Company settled $33,300 of advances by issuing to the president of the Company 222,000 shares of common stock valued at $0.15 per share. The President of the Company was owed $125,347 and $231,708 at December 31, 2019 and December 31, 2018, respectively. During the year ended December 31, 2019, the CEO and Director of the Company paid on behalf of the Company $10,122 of expenses and was repaid $34,999. The CEO and Director of the Company owed $789 and was owed and $23,588 at December 31, 2019 and December 31, 2018, respectively. During 2016, the Company received loans from the CEO and a member of the board of directors totaling $284,900. In the year ended December 31, 2017, the Company received additional loans from these individuals in the amount of $160,650. The loans bear interest at 5% per annum and matured on June 30, 2017 and September 30, 2017. During the year ended December 31, 2017, $241,059 of the notes and interest was converted at approximately $0.19 for 580,000 common shares. The conversion of debt resulted in a gain on extinguishment of debt in the amount of $130,859 in the year ended December 31, 2017. The balance of these notes and accrued interest were $242,079 and $244,680 as of December 31, 2019 and December 31, 2018, respectively. In March 2017, the Company loaned a related party $20,000. The loan bears interest at the rate of 5% per annum and has a term of six months. During the year ended December 31, 2017, $14,463 was repaid. During the year ended December 31, 2018, the loan balance of $5,936 was determined to be uncollectible and an allowance for doubtful accounts was set up for the full amount of the receivable. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
NOTE 9- LEASES | As of December 31, 2019, the Company owns right-of-use assets under operating lease for an office premise of $46,971 and operating lease liabilities of $46,971. December 31, 2019 Operating lease ROU assets $ 46,971 Current portion of operating lease liabilities 46,971 Noncurrent portion of operating lease liabilities - Total operating lease liabilities $ 46,971 Information associated with the measurement of our remaining operating lease obligations as of December 31, 2019 is as follows: Weight-average remaining lease term 0.75 years Weighted-average discount rate 3.5% Future minimum lease payments under operating leases that have initial non-cancelable lease terms in excess of one year at December 31, 2019 were as follows: Year Ended December 31, 2020 $ 47,520 Thereafter - Total operating lease payments $ 47,520 Less: Imputed interest (549 ) Total operating lease liabilities $ 46,971 We had operating lease costs of $15,385 for the year ended December 31, 2019. Our lease has remaining lease term of nine months. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
NOTE 10 - INCOME TAXES | The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2019 and 2018, are as follows: December 31, December 31, 2019 2018 Net operating loss carryforward $ 15,352,176 $ 14,265,000 Effective tax rate 21 % 21 % Deferred tax asset 3,223,957 2,995,650 Less: Valuation allowance (3,223,957 ) (2,995,650 ) Net deferred asset $ - $ - As of December 31, 2019, the Company had approximately $15.4 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2029 and 2039. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2009 through 2019 are subject to review by the tax authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 11 - COMMITMENTS AND CONTINGENCIES | On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME. EMME is a market pioneer and trusted voice of the “Full-Figured” market. Under this licensing agreement the Company has the right to design, produce and market the EMME® Activewear Collection. On April 13, 2016, the agreement was amended regarding the term and minimum royalties. The royalty expense was $0 for the year ended December 31, 2019. On June 5, 2017, the Company and True Beauty, LLC, entered into an agreement to terminate the agreement. The Company is required to make twelve repayments totaling $37,500 to resolve all amounts outstanding. For the year ended December 31, 2018, the Company entered into a settlement agreement with True Beauty, LLC which controls the trademark EMME. The Company paid $5,000 to settle all outstanding balances with True Beauty, LLC. As a result, the Company recorded gain on settlement of debt of $5,394. As of the date of this filing, the Company is a party to three pending litigation matters. The Company does not believe it has any liability nor has it accrued any liability as of December 31, 2019 and December 31, 2018 for the following: One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. ECTX does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but ECTX does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595. The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000. The third matter is entitled William Corso v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
NET LOSS PER SHARE | |
NOTE 12 - NET LOSS PER SHARE | Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following: December 31 December 31, 2019 2018 Warrants 1,150,363 112,238 Options 2,700,000 2,650,000 Convertible notes payable, including accrued interest 154,496,946 943,794 158,347,309 3,706,032 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 13 - SUBSEQUENT EVENTS | Subsequent to December 31, 2019 and through the date that these financials were made available, the Company had the following subsequent events: The Company issued 1,225,093,348 shares of common stock to repay the principal amount and accrued interest of convertible notes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. |
Principles of Consolidation | The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and ECO CHAIN 360, Inc. which are 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted above in Note 1, our 51% owned subsidiaries, Pure361, Leading Edge Fashions, LLC and ECO CHAIN 360, Inc., had no operations, assets or liabilities as of December 31, 2019 and 2018. Because of this, a non-controlling interest is not reflected in these financial statements. In addition, the Company has consolidated Authentic Heroes, Inc., Inc. of which the Company owns 80%. |
Reclassification | Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss. |
Cash and Cash Equivalents | Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. On June 18, 2019, the Company acquired inventories from AH Originals, Inc. for an aggregate amount of $60,815. December 31, 2019 December 31, 2018 Raw Material $ 13,631 $ - Finished Goods 47,184 - $ 60,815 $ - |
Equipment | Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows: Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2019 2018 Furniture and Equipment $ 218,315 $ 2,650 Forklift 20,433 - 238,748 2,650 Less accumulated depreciation (25,711 ) (1,537 ) $ 213,037 $ 1,113 Depreciation expense amounted to $24,174 and $380 for the year ended December 31, 2019 and 2018, respectively. On June 18, 2019, the Company acquired equipment from AH Originals, Inc. for an aggregate amount of $214,598. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2019 and 2018, no impairment losses have been identified. |
Intangible Assets | The Company accounts for intangible assets (including trademarks and website) in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. On June 18, 2019, the Company acquired intangible assets from AH Originals, Inc. for an aggregate amount of $16,200, which includes website of $10,690 and patent of $5,510. We amortize the cost of our intangible assets over the 15-year estimated useful life on a straight-line basis. The following table sets forth the amortization for the intangible assets at December 31, 2019 and 2018: December 31, December 31, 2019 2018 Patent $ 9,233 $ - Websites 10,690 - Royalties 50,000 - 69,923 - Less accumulated amortization (639 ) - $ 69,284 $ - Amortization expense amounted to $639 and $0 for the year ended December 31, 2019 and 2018, respectively. |
Prepaid interest and deposits | Prepaid interest and deposits consist of prepaid consulting fees, OTC market annual fees and license agreement. Prepaid interest is amortized over the life of the related liability. |
Revenue Recognition | The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, 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; (v) Recognize revenue when the Company satisfies a performance obligation. |
Accounts Receivable | Accounts receivable are recorded in accordance with ASC 310, ”Receivables.” |
Leases | Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $62,356 of right-of-use (“ROU”) assets and $62,356 of lease liabilities on its Consolidated Balance Sheet. |
Income taxes | Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted certain provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2019 and 2018, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2019. |
Stock Based Compensation | We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the year ended December 31, 2019 and 2018, the Company incurred $83,574 and $11,700 for stock based compensation, respectively. |
Beneficial Conversion Feature | For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Original Issue Discount | If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Use of Accounting Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock based awards issued and derivatives embedded in financial instruments. Estimates are used in the determination of depreciation, the valuation of non-cash issuances of common stock, stock options and warrants, valuing convertible notes for beneficial conversion features, among others. |
Fair Value | FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The following table summarizes fair value measurements by level at December 31, 2019, and 2018, measured at fair value on a recurring basis: December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 989,813 $ 989,813 December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - |
Concentration of credit risk | The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2019 and December 31, 2018, the Company had no amounts in excess of the FDIC limit. |
COVID-19 | The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world and thus the Company’s business operations have been disrupted and it is unable to timely review and prepare the Company’s financial statements for the 2019 fiscal year. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“ COVID-19 The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees for the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. As a result, the Company’s books and records were not easily accessible, resulting in delays in preparation and completion of its financial statements. Further, the various governmental mandatory closures of businesses in these locations have precluded the Company’s personnel, particularly its senior accounting staff, from obtaining access to its subsidiaries’ books and records necessary to prepare the Company’s financial statements that, once audited, comprise the essence of the Annual Report. |
New Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Inventories | December 31, 2019 December 31, 2018 Raw Material $ 13,631 $ - Finished Goods 47,184 - $ 60,815 $ - |
Schedule of depreciation | Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2019 2018 Furniture and Equipment $ 218,315 $ 2,650 Forklift 20,433 - 238,748 2,650 Less accumulated depreciation (25,711 ) (1,537 ) $ 213,037 $ 1,113 |
Schedule of amortization for the intangible assets | December 31, December 31, 2019 2018 Patent $ 9,233 $ - Websites 10,690 - Royalties 50,000 - 69,923 - Less accumulated amortization (639 ) - $ 69,284 $ - |
Schedule of fair value measurements | December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 989,813 $ 989,813 December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
CAPITAL STOCK (Tables) | |
Summary of warrants exercisable | Number of Weighted Average Shares Exercise Price Balance as of December 31, 2017 - $ - Granted 112,238 0.35 Exercised - - Forfeited - - Balance as of December 31, 2018 112,238 $ 0.35 Granted 1,038,125 0.29 Exercised - - Forfeited - - Balance as of December 31, 2019 1,150,363 $ 0.30 |
Summary of Stock Warrants | Warrants Outstanding Weighted Average Remaining Contractual Weighted Average Number of Shares life (in years) Exercise Price 1,150,363 3.68 $ 0.30 |
Summary of stock options | For the Year ended December 31, 2019 Fair values $ 0.30 Exercise price $ 0.50 Expected term at issuance 3 years Expected average volatility 94.62 % Expected dividend yield — Risk-free interest rate 2.34 % |
Summary of stock options outstanding | Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance - December 31, 2017 2,650,000 $ 0.33 $ 0.33 6.92 Options issued - - - - Options expired - - - - Options exercised - - - - Balance - December 31, 2018 2,650,000 $ 0.33 $ 0.30 5.92 Options issued 50,000 $ 0.50 $ 0.30 2.22 Options expired (See note above) - - - - Options exercised - - - - Balance – December 31, 2019 2,700,000 $ 0.34 $ 0.30 4.87 V |
Summary of vested and unvested stock options | Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance - December 31, 2017, unvested - $ - $ - - Balance - December 31, 2018, unvested - $ - $ - - Options issued 50,000 $ 0.50 $ 0.30 2.22 Options vested 50,000 $ 0.50 $ 0.30 2.22 Options expired (See note above) - - - - Options exercised - - - - Balance – December 31, 2019, unvested - $ - $ - - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
NOTES PAYABLE (Tables) | |
Schedule of Convertible Notes Payable | Outstanding Note Accrued Noteholder Issue Date Maturity Date Principal Discount Interest Total Auctus Fund LLC 01/03/19 10/03/19 $ 68,949 $ - $ 319 $ 69,269 JSJ Investments Inc. 01/15/19 01/15/20 - - - - GS Capital Partners LLC 01/23/19 01/23/20 16,996 (3,536 ) 4,184 17,643 Crown Bridge Partners, LLC 02/07/19 10/25/19 18,418 0 4,136 22,553 Jefferson Street Capital LLC 04/08/19 01/08/20 23,500 (961 ) 2,094 24,633 Armada Investment Fund LLC 04/08/19 01/08/20 17,000 (893 ) 165 16,272 BHP Capital NY Inc. 04/08/19 01/08/20 32,500 (1,057 ) 0 31,443 Power Up Lending Group LLC 07/22/19 07/22/20 63,000 (31,328 ) 2,796 34,468 Power Up Lending Group LLC#2 08/01/19 08/01/20 43,000 (21,383 ) 1,791 23,408 EMA Financial LLC 08/19/19 05/19/20 60,000 (19,708 ) 2,203 42,495 Jefferson Street Capital LLC#2 08/27/19 05/27/20 52,500 (17,245 ) 1,450 36,705 Armada Investment Fund LLC#2 08/27/19 05/27/20 52,500 (17,245 ) 1,450 36,705 BHP Capital NY Inc.#2 08/27/19 05/27/20 52,500 (17,245 ) 1,450 36,705 William J. Bergeron 08/05/19 05/05/20 12,500 (4,106 ) 405 8,799 GS Capital Partners LLC#2 10/08/19 10/08/20 58,000 (43,421 ) 1,335 15,914 Power Up Lending Group LLC#3 10/31/19 10/31/20 38,000 (28,448 ) 635 10,187 David Nichols 11/26/19 05/26/20 50,000 (202 ) 252 50,050 David Nichols#2 12/27/19 01/27/21 50,000 (38,413 ) 29 11,616 $ 709,363 $ (245,191 ) $ 24,693 $ 488,865 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
DERIVATIVE LIABILITIES (Tables) | |
Schedule of derivative liabilities | Balance - December 31, 2018 $ - Addition of derivative liabilities upon issuance of convertible note and warrants as debt discount 772,463 Addition of new derivatives liabilities recognized as day one loss 930,369 Reduction of derivative liabilities from convertible notes to shares of common stock (140,823 ) Loss (gain) on change in fair value of the derivative (572,196 ) Balance - December 31, 2019 $ 989,813 |
Schedule the loss on derivative liability | Year Ended December 31, 2019 2018 Day one loss due to derivative on convertible notes and warrants $ (930,369 ) $ - Gain on change in fair value of derivative liabilities on convertible notes and warrants 572,196 - Loss on change in fair value of derivative liabilities $ (358,173 ) $ - |
ACQUISITIONS OF ASSETS (Tables)
ACQUISITIONS OF ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ACQUISITIONS OF ASSETS | |
Schedule of business Acquisitions | Assets Acquisition Equipment $ 214,598 Inventory 60,815 Web Site 10,690 Patent 5,510 $ 291,613 Less Assumed Liabilities 16,336 $ 275,277 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
Schedule of leases | December 31, 2019 Operating lease ROU assets $ 46,971 Current portion of operating lease liabilities 46,971 Noncurrent portion of operating lease liabilities - Total operating lease liabilities $ 46,971 |
Schedule of Future minimum lease payments | Year Ended December 31, 2020 $ 47,520 Thereafter - Total operating lease payments $ 47,520 Less: Imputed interest (549 ) Total operating lease liabilities $ 46,971 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Summary of deferred tax assets | December 31, December 31, 2019 2018 Net operating loss carryforward $ 15,352,176 $ 14,265,000 Effective tax rate 21 % 21 % Deferred tax asset 3,223,957 2,995,650 Less: Valuation allowance (3,223,957 ) (2,995,650 ) Net deferred asset $ - $ - |
NET LOSS PER SHARES (Tables)
NET LOSS PER SHARES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
NET LOSS PER SHARES (Tables) | |
Potentially dilutive securities | December 31 December 31, 2019 2018 Warrants 1,150,363 112,238 Options 2,700,000 2,650,000 Convertible notes payable, including accrued interest 154,496,946 943,794 158,347,309 3,706,032 |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Accumulated deficit | $ (32,685,425) | $ (31,023,302) | ||
Net loss | $ (1,662,123) | $ (445,254) | ||
Ownership percentages | 51.00% | 51.00% | ||
Working capital deficit | $ (3,198,598) | $ (1,667,899) | ||
Non-controlling interest | 51.00% | 51.00% | ||
Leading Edge Fashions, LLC [Member] | ||||
Non-controlling interest | 51.00% | |||
ECO CHAIN 360 [Member] | ||||
Ownership percentages | 51.00% | 51.00% | ||
AHO [Member] | ||||
Business acquisition consideration transferred shares issued | 6,400,000 | |||
Business acquisition consideration transferred, promissory note issued | $ 447,150 | |||
Promissory note, interest rate | 3.00% | |||
Description for maturity period of promissory note | a one year term with eight options to extend the maturity date for three-month periods | |||
Shares of AHI issued to AHO under acquisition | 200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Raw Material | $ 13,631 | $ 0 |
Finished Goods | 47,184 | 0 |
Inventories | $ 60,815 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Forklift [Member] | |
Estimated useful lives | 3 years |
Furniture And Fixtures [Member] | |
Estimated useful lives | 7 years |
Equipment [Member] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Furniture and Equipment | $ 218,315 | $ 2,650 |
Forklift | 20,433 | 0 |
Total fixed assets | 238,748 | 2,650 |
Less accumulated depreciation | (25,711) | (1,537) |
Assets | $ 213,037 | $ 1,113 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization for the intangible assets,gross | $ 69,923 | $ 0 |
Less accumulated amortization | (639) | 0 |
Total amortization intangible assets, net | 69,284 | 0 |
Amortization for the intangible assets | 639 | 0 |
Royalties [Member] | ||
Amortization for the intangible assets | 50,000 | 0 |
Websites [Member] | ||
Amortization for the intangible assets | 10,690 | 0 |
Patent [Member] | ||
Amortization for the intangible assets | $ 9,233 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Liabilities | $ 989,813 | $ 0 |
Level 1 [Member] | ||
Derivative Liabilities | 0 | 0 |
Level 2 [Member] | ||
Derivative Liabilities | 0 | 0 |
Level 3 [Member] | ||
Derivative Liabilities | $ 989,813 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 24,147 | $ 380 | |
Amortization - Intangible assets | $ 639 | $ 0 | |
Intangible assets, estimated useful life | 15 years | ||
Non-controlling interest | 51.00% | 51.00% | |
Stock-based compensation | $ 83,574 | $ 11,700 | |
Right-of-use assets | 46,971 | 0 | |
Lease liabilities | $ 46,971 | $ 0 | |
AHO [Member] | |||
Business acquisition, inventories acquired | $ 60,815 | ||
Equipment acquisition consideration transferred | 214,598 | ||
Business acquisition consideration transferred, intangible assets acquired | 16,200 | ||
AHO [Member] | Website [Member] | |||
Business acquisition consideration transferred, intangible assets acquired | 10,690 | ||
AHO [Member] | Patent [Member] | |||
Business acquisition consideration transferred, intangible assets acquired | $ 5,510 | ||
AHI [Member] | |||
Ownership interest | 80.00% | ||
October 1, 2019 [Member] | |||
Right-of-use assets | $ 62,356 | ||
Lease liabilities | $ 62,356 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average exercise price , beginning | $ 0.35 | |
Granted | 0.29 | $ 0.30 |
Weighted average exercise price outstanding, ending | $ 0.30 | $ 0.35 |
Warrants [Member] | ||
Number of Outstanding | 112,238 | |
Granted | 1,038,125 | 112,238 |
Number of Outstanding, ending | 1,150,363 | 112,238 |
CAPITAL STOCK (Details 1)
CAPITAL STOCK (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted average exercise price outstanding | $ 0.30 | $ 0.35 | |
Warrants Outstanding [Member] | |||
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 5 days | ||
Number of Outstanding | 1,150,363 | ||
Weighted average exercise price outstanding | $ 0.30 |
CAPITAL STOCK (Details 2)
CAPITAL STOCK (Details 2) - Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Fair values | $ 0.30 |
Exercise price | $ 0.50 |
Expected term at issuance | 3 years |
Expected average volatility | 94.62% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 2.34% |
CAPITAL STOCK (Details 3)
CAPITAL STOCK (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options | ||
Number of shares outstanding, beginning | 2,650,000 | 2,650,000 |
Options issued | 50,000 | |
Number of shares outstanding, ending | 2,700,000 | 2,650,000 |
Weighted average excercise price | ||
Number of shares outstanding, beginning | $ 0.33 | $ 0.33 |
Options issued | 0.50 | |
Number of shares outstanding, ending | 0.33 | |
Weighted average grant date fair value | ||
Number of shares outstanding, beginning | 0.30 | 0.33 |
Number of shares outstanding, ending | $ 0.30 | $ 0.30 |
Weighted average remaining contractual life | ||
Weighted average contractual life, issued | 2 years 2 months 19 days | |
Weighted average contractual life, beginning | 5 years 11 months 1 day | 6 years 11 months 1 day |
Weighted average contractual life, ending | 4 years 10 months 13 days | 5 years 11 months 1 day |
CAPITAL STOCK (Details 4)
CAPITAL STOCK (Details 4) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Weighted average excercise price | |
Options vested | $ 0.50 |
Options issued | 0.50 |
Weighted average grant date fair value | |
Options vested | 0.30 |
Options issued | $ 0.30 |
Vested And Unvested Options Outstanding [Member] | |
Weighted average grant date fair value | |
Options issued | shares | 50,000 |
Options vested | shares | 50,000 |
Weighted average contractual life, issued | 2 years 2 months 19 days |
Weighted average contractual life, vested | 2 years 2 months 19 days |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Aug. 15, 2018 | Oct. 31, 2018 | Aug. 20, 2018 | Jun. 15, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 16, 2019 | Jul. 01, 2019 | Jun. 18, 2019 | May 31, 2019 | May 10, 2019 | Jan. 08, 2019 |
Preferred Stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, shares issued | 200,000 | 200,000 | ||||||||||||
Preferred Stock, shares outstanding | 200,000 | 200,000 | ||||||||||||
Intrinsic value of warrants outstanding | $ 0 | $ 0 | ||||||||||||
Common Stock, par or stated value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common Stock, shares issued | 28,338,736 | 19,975,927 | 700,000 | 400,000 | 6,400,000 | 190,000 | 70,588 | |||||||
Common Stock, shares outstanding | 28,338,736 | 19,975,927 | ||||||||||||
Debt conversion on convertible note, principal amount | $ 152,887 | |||||||||||||
Debt conversion on convertible note, accrued interest | $ 15,895 | |||||||||||||
Common Stock, shares issuable | 6,688,666 | 1,168,666 | ||||||||||||
Share Price | $ 0.17 | $ 0.15 | $ 0.17 | $ 0.08 | ||||||||||
Repayment of outstanding convertible note | $ 17,688 | |||||||||||||
Gain of extinguishment of debt | $ (12,041) | |||||||||||||
Common stock value during the period | $ 53,200 | $ 80,000 | $ 43,500 | $ 5,647 | ||||||||||
Common stock issued for conversion of convertible notes | 6,072,221 | 580,000 | ||||||||||||
Common stock issued, value | $ 6,400 | |||||||||||||
Shares issued for Services | 250,000 | |||||||||||||
Shares issued for Services, amount | $ 37,500 | |||||||||||||
Prepaid Consulting Expense | $ 11,507 | |||||||||||||
Shares issued for cash | 25,000 | |||||||||||||
Shares issued for Cash, amount | $ 4,250 | |||||||||||||
Shares issued for debt, amount | $ 241,059 | |||||||||||||
Stock options One [Member] | ||||||||||||||
Stock based compensation expense | $ 37,061 | |||||||||||||
Expiry terms description | Company granted 50,000 options to consultants with an exercise price of $0.50 vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. | |||||||||||||
Exercise price | $ 0.50 | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Shares issued for Services | 50,000 | |||||||||||||
Shares issued for Services, amount | $ 5,500 | |||||||||||||
Warrant for common shares | 112,238 | |||||||||||||
Warrant, per share | $ 0.35 | |||||||||||||
Warrants granted | $ 11,224 | |||||||||||||
Fair value of warrants | $ 112,238 | |||||||||||||
Stock options [Member] | ||||||||||||||
Common stock shares issuable upon exercise of stock options | 2,650,000 | |||||||||||||
Intrinsic value | $ 1,690 | $ 56,990 | ||||||||||||
Stock based compensation expense | $ 46,513 | $ 151,490 | ||||||||||||
Expiry terms description | the expiry terms of 875,000 options granted during year ended December 31, 2017 were extended for two years, | |||||||||||||
Stock options vested | 2,300,000 | |||||||||||||
Fair value of stock options vested | $ 433,870 | |||||||||||||
Market price | $ 0.012 | $ 0.17 | ||||||||||||
Class of warrants or rights outstanding | 350,000 | 350,000 | ||||||||||||
President and Director [Member] | ||||||||||||||
Common Stock, shares issued | 28,338,736 | 19,975,927 | 50,000 | |||||||||||
Share Price | $ 0.15 | $ 0.001 | $ 0.15 | $ 0.25 | ||||||||||
Common stock issued for conversion of convertible notes | 222,000 | |||||||||||||
Common stock issued, value | $ 12,500 | |||||||||||||
Shares issued for debt | 222,000 | |||||||||||||
Shares issued for debt, amount | $ 33,300 | $ 33,300 | ||||||||||||
President and CEO [Member] | ||||||||||||||
Share Price | $ 0.12 | |||||||||||||
Shares issued for cash | 97,500 | |||||||||||||
Shares issued for Cash, amount | $ 11,700 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Preferred Stock, par value | $ .001 | |||||||||||||
Preferred Stock, shares authorized | 1,000,000 | |||||||||||||
Preferred Stock Voting Rights | 10,000 votes per share | |||||||||||||
Dividend Rate | 8.00% | |||||||||||||
Redemption description | The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Note discount | $ (245,191) |
Outstanding principal amount | 709,363 |
Accrued interest | 24,693 |
Notes Payable | 488,865 |
Jefferson Street Capital LLC [Member] | |
Note discount | (961) |
Outstanding principal amount | 23,500 |
Accrued interest | 2,094 |
Notes Payable | $ 24,633 |
Date Issued | Apr. 8, 2019 |
Maturity Date | Jan. 8, 2020 |
Power Up Lending Group LLC [Member] | |
Note discount | $ (31,328) |
Outstanding principal amount | 63,000 |
Accrued interest | 2,796 |
Notes Payable | $ 34,468 |
Date Issued | Jul. 22, 2019 |
Maturity Date | Jul. 22, 2020 |
Power Up Lending Group LLC # 2 [Member] | |
Note discount | $ (21,383) |
Outstanding principal amount | 43,000 |
Accrued interest | 1,791 |
Notes Payable | $ 23,408 |
Date Issued | Aug. 1, 2019 |
Maturity Date | Aug. 1, 2020 |
EMA Financial LLC [Member] | |
Note discount | $ (19,708) |
Outstanding principal amount | 60,000 |
Accrued interest | 2,203 |
Notes Payable | $ 42,495 |
Date Issued | Aug. 19, 2019 |
Maturity Date | May 19, 2020 |
Jefferson Street Capital LLC # 2 [Member] | |
Note discount | $ (17,245) |
Outstanding principal amount | 52,500 |
Accrued interest | 1,450 |
Notes Payable | $ 36,705 |
Date Issued | Aug. 27, 2019 |
Maturity Date | May 27, 2020 |
Armada Investment Fund LLC # 2[Member] | |
Note discount | $ (17,245) |
Outstanding principal amount | 52,500 |
Accrued interest | 1,450 |
Notes Payable | $ 36,705 |
Date Issued | Aug. 27, 2019 |
Maturity Date | May 27, 2020 |
BHP Capital NY Inc. # 2 [Member] | |
Note discount | $ (17,245) |
Outstanding principal amount | 52,500 |
Accrued interest | 1,450 |
Notes Payable | $ 36,705 |
Date Issued | Aug. 27, 2019 |
Maturity Date | May 27, 2020 |
William J. Bergeron [Member] | |
Note discount | $ (4,106) |
Outstanding principal amount | 12,500 |
Accrued interest | 405 |
Notes Payable | $ 8,799 |
Date Issued | Aug. 5, 2019 |
Maturity Date | May 5, 2020 |
GS Capital Partners LLC # 2 [Member] | |
Note discount | $ (43,421) |
Outstanding principal amount | 58,200 |
Accrued interest | 1,335 |
Notes Payable | $ 15,914 |
Date Issued | Oct. 8, 2019 |
Maturity Date | Oct. 8, 2020 |
Power Up Lending Group LLC # 3 [Member] | |
Note discount | $ (28,448) |
Outstanding principal amount | 38,000 |
Accrued interest | 635 |
Notes Payable | $ 10,187 |
Date Issued | Oct. 31, 2019 |
Maturity Date | Oct. 31, 2020 |
David Nichols [Member] | |
Note discount | $ (202) |
Outstanding principal amount | 50,000 |
Accrued interest | 252 |
Notes Payable | $ 50,050 |
Date Issued | Nov. 26, 2019 |
Maturity Date | May 26, 2020 |
David Nichols # 2 [Member] | |
Note discount | $ (38,413) |
Outstanding principal amount | 50,000 |
Accrued interest | 29 |
Notes Payable | $ 11,616 |
Date Issued | Dec. 27, 2019 |
Maturity Date | Jan. 27, 2021 |
BHP Capital NY Inc. [Member] | |
Note discount | $ (1,057) |
Outstanding principal amount | 32,500 |
Accrued interest | 0 |
Notes Payable | $ 31,443 |
Date Issued | Apr. 8, 2019 |
Maturity Date | Jan. 8, 2020 |
Auctus Fund LLC [Member] | |
Note discount | $ 0 |
Outstanding principal amount | 68,949 |
Accrued interest | 319 |
Notes Payable | $ 69,269 |
Date Issued | Jan. 3, 2019 |
Maturity Date | Oct. 3, 2019 |
JSJ Investments Inc. [Member] | |
Note discount | $ 0 |
Outstanding principal amount | 0 |
Accrued interest | 0 |
Notes Payable | $ 0 |
Date Issued | Jan. 15, 2019 |
Maturity Date | Jan. 15, 2020 |
GS Capital Partners LLC [Member] | |
Note discount | $ (3,536) |
Outstanding principal amount | 16,996 |
Accrued interest | 4,184 |
Notes Payable | $ 17,643 |
Date Issued | Jan. 23, 2019 |
Maturity Date | Jan. 23, 2020 |
Crown Bridge Partners, LLC [Member] | |
Note discount | $ 0 |
Outstanding principal amount | 18,418 |
Accrued interest | 4,136 |
Notes Payable | $ 22,553 |
Date Issued | Feb. 7, 2019 |
Maturity Date | Oct. 25, 2019 |
Armada Investment Fund LLC [Member] | |
Note discount | $ (893) |
Outstanding principal amount | 17,000 |
Accrued interest | 165 |
Notes Payable | $ 16,272 |
Date Issued | Apr. 8, 2019 |
Maturity Date | Jan. 8, 2020 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 08, 2019 | Apr. 08, 2019 | Feb. 07, 2019 | Jan. 15, 2019 | Jan. 08, 2019 | Jan. 03, 2019 | Mar. 14, 2017 | Jan. 11, 2017 | Dec. 12, 2016 | Dec. 27, 2019 | Nov. 26, 2019 | Oct. 31, 2019 | Aug. 25, 2019 | Aug. 13, 2019 | Aug. 05, 2019 | Jul. 30, 2019 | Jul. 19, 2019 | Jun. 18, 2019 | Jan. 23, 2019 | Jun. 15, 2018 | Dec. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 16, 2019 | Jul. 01, 2019 | May 31, 2019 |
Subscription payable | $ 100,000 | $ 20,000 | |||||||||||||||||||||||||||
Accrued interest | 488,865 | 99,968 | |||||||||||||||||||||||||||
Debt discount | 245,191 | 52,720 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 553,604 | $ 62,305 | |||||||||||||||||||||||||||
Conversion price | $ 0.19 | ||||||||||||||||||||||||||||
Common stock | 70,588 | 6,400,000 | 28,338,736 | 19,975,927 | 700,000 | 400,000 | 190,000 | ||||||||||||||||||||||
Convertible promissory note | $ 488,865 | ||||||||||||||||||||||||||||
Repayment of convertible debt | 170,000 | $ 0 | |||||||||||||||||||||||||||
Gain from extinguishment of debt | 12,041 | 5,394 | $ 130,859 | ||||||||||||||||||||||||||
Private Placement Offering [Member] | |||||||||||||||||||||||||||||
Subscription payable | 20,000 | 20,000 | |||||||||||||||||||||||||||
AHO [Member] | |||||||||||||||||||||||||||||
Debt discount | $ 175,935 | ||||||||||||||||||||||||||||
Interest rate | 3.00% | ||||||||||||||||||||||||||||
Promissory note | $ 447,150 | ||||||||||||||||||||||||||||
Unsecured Notes Payable Four [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Conversion price | $ 1 | ||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | 67,500 | 63,500 | ||||||||||||||||||||||||||
Maturity Date | Aug. 8, 2016 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible Promissory Notes 5 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 4,279 | ||||||||||||||||||||||||||||
Debt discount | 115,500,000 | ||||||||||||||||||||||||||||
Notes Payable | 75,259 | ||||||||||||||||||||||||||||
Maturity Date | Jan. 8, 2020 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Common stock | 225,000 | ||||||||||||||||||||||||||||
Convertible promissory note | $ 38,500 | ||||||||||||||||||||||||||||
Promissory note | 42,500 | ||||||||||||||||||||||||||||
Convertible promissory note aggregate amount | $ 115,500 | ||||||||||||||||||||||||||||
Common stock exercisable price | $ 0.35 | ||||||||||||||||||||||||||||
Unamortized discount | 2,911 | ||||||||||||||||||||||||||||
Exercisable period | 5 years | ||||||||||||||||||||||||||||
Convertible promissory note conversion description | convertible into common stock at the lower of the lowest trading price within the prior twenty days of the note or 60% multiplied by the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the conversion date. | ||||||||||||||||||||||||||||
Convertible Promissory Note 4 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 22,553 | ||||||||||||||||||||||||||||
Maturity Date | Oct. 25, 2019 | ||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||
Promissory note | $ 27,083 | ||||||||||||||||||||||||||||
Benefitial conversion feature | $ 45,500 | ||||||||||||||||||||||||||||
Warrants to purchase common stock shares | 97,500 | ||||||||||||||||||||||||||||
Original issue discount | $ 4,000 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at the lower of the lowest trading price within the prior twenty-five days of the note or a fixed conversion price of 50% multiplied by the lowest traded price of the common stock during the twenty-five consecutive trading day period immediately preceding the conversion date | ||||||||||||||||||||||||||||
Warrant for common shares | 274,000 | ||||||||||||||||||||||||||||
Maturity period of warrants | 3 years | ||||||||||||||||||||||||||||
Fair value of warrants | $ 59,069 | ||||||||||||||||||||||||||||
Exercise price or warrants or rights | $ 0.35 | ||||||||||||||||||||||||||||
Note payable issued | $ 45,500 | ||||||||||||||||||||||||||||
Convertible Promissory Note 3 [Member] | |||||||||||||||||||||||||||||
Accrued interest | $ 436 | ||||||||||||||||||||||||||||
Debt discount | $ 50,000 | ||||||||||||||||||||||||||||
Maturity Date | Jan. 23, 2020 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Promissory note | 6,004 | ||||||||||||||||||||||||||||
Unamortized discount | $ 3,536 | ||||||||||||||||||||||||||||
Benefitial conversion feature | $ 58,000 | ||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at a fixed conversion price of 60% of the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the notice of conversion | ||||||||||||||||||||||||||||
Warrant for common shares | 182,699 | ||||||||||||||||||||||||||||
Note payable issued | $ 58,000 | ||||||||||||||||||||||||||||
Debt conversion converted amount | $ 21,179 | ||||||||||||||||||||||||||||
Repayment of convertible debt | $ 35,000 | ||||||||||||||||||||||||||||
Convertible Promissory Note 1 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 1,981 | ||||||||||||||||||||||||||||
Debt discount | $ 4,224 | ||||||||||||||||||||||||||||
Maturity Date | Jan. 15, 2020 | ||||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Promissory note | $ 60,000 | ||||||||||||||||||||||||||||
Benefitial conversion feature | $ 60,000 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at the lower of $0.21 per share or a fixed conversion price of 65% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the notice of conversion | ||||||||||||||||||||||||||||
Warrant for common shares | 50,000 | 1,101,346 | |||||||||||||||||||||||||||
Maturity period of warrants | 2 years | ||||||||||||||||||||||||||||
Fair value of warrants | $ 7,327 | ||||||||||||||||||||||||||||
Exercise price or warrants or rights | $ 0.21 | ||||||||||||||||||||||||||||
Note payable issued | $ 60,000 | ||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Debt discount | $ 37,413 | ||||||||||||||||||||||||||||
Notes Payable | $ 112,238 | ||||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Benefitial conversion feature | $ 56,650 | ||||||||||||||||||||||||||||
Original issue discount | $ 9,738 | ||||||||||||||||||||||||||||
Warrant for common shares | 112,238 | ||||||||||||||||||||||||||||
Maturity period of warrants | 2 years | ||||||||||||||||||||||||||||
Fair value of warrants | $ 17,796 | ||||||||||||||||||||||||||||
Exercise price or warrants or rights | $ 0.35 | ||||||||||||||||||||||||||||
Debt conversion converted amount | $ 17,688 | ||||||||||||||||||||||||||||
Repayment of convertible debt | $ 135,000 | ||||||||||||||||||||||||||||
Gain from extinguishment of debt | $ (12,041) | (5,394) | |||||||||||||||||||||||||||
Share price | $ 0.11 | ||||||||||||||||||||||||||||
Expected average volatility | 273.00% | ||||||||||||||||||||||||||||
Date Issued | Jun. 15, 2019 | ||||||||||||||||||||||||||||
Conversion price description | the lower of $0.35 per share or 75% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the notice of conversion | ||||||||||||||||||||||||||||
Debt discount including original issue discount | $ 115,024 | ||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | 70,588 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 10 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 12,905 | ||||||||||||||||||||||||||||
Debt discount | $ 12,500 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 12,500 | ||||||||||||||||||||||||||||
Unamortized discount | 4,106 | ||||||||||||||||||||||||||||
Share price | $ 0.25 | ||||||||||||||||||||||||||||
Warranty maturity period | Feb. 5, 2020 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 9 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 161,850 | ||||||||||||||||||||||||||||
Debt discount | $ 157,500 | ||||||||||||||||||||||||||||
Maturity Date | May 25, 2020 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 52,500 | ||||||||||||||||||||||||||||
Convertible promissory note aggregate amount | $ 157,500 | ||||||||||||||||||||||||||||
Unamortized discount | 251,735 | ||||||||||||||||||||||||||||
Terms of conversion feature | 60% multiplied by the lowest traded price of the common stock during the fifteen consecutive trading day period immediately preceding the conversion date. | ||||||||||||||||||||||||||||
Warrant for common shares | 450,000 | ||||||||||||||||||||||||||||
Maturity period of warrants | 5 years | ||||||||||||||||||||||||||||
Fair value of warrants | $ 96,858 | ||||||||||||||||||||||||||||
Share price | $ 0.45 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 8 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 62,203 | ||||||||||||||||||||||||||||
Debt discount | $ 60,000 | ||||||||||||||||||||||||||||
Maturity Date | May 13, 2020 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 60,000 | ||||||||||||||||||||||||||||
Unamortized discount | 19,708 | ||||||||||||||||||||||||||||
Original issue discount | $ 2,500 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. | ||||||||||||||||||||||||||||
Convertible Promissory Notes 7 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 44,791 | ||||||||||||||||||||||||||||
Debt discount | $ 43,000 | ||||||||||||||||||||||||||||
Maturity Date | Jul. 30, 2020 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 43,000 | ||||||||||||||||||||||||||||
Unamortized discount | 21,383 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. | ||||||||||||||||||||||||||||
Convertible Promissory Notes 6 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 65,796 | ||||||||||||||||||||||||||||
Debt discount | $ 63,000 | ||||||||||||||||||||||||||||
Maturity Date | Jul. 19, 2020 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 63,000 | ||||||||||||||||||||||||||||
Unamortized discount | 31,328 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. | ||||||||||||||||||||||||||||
Promissory Notes Payable [Member] | AH Originals, Inc [Member] | |||||||||||||||||||||||||||||
Accrued interest | 278,168 | ||||||||||||||||||||||||||||
Debt discount | 211,123 | ||||||||||||||||||||||||||||
Amortization of debt discount | $ 35,187 | ||||||||||||||||||||||||||||
Interest rate | 3.00% | 3.00% | |||||||||||||||||||||||||||
Promissory note | $ 447,150 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 11 [Member] | |||||||||||||||||||||||||||||
Accrued interest | $ 59,335 | ||||||||||||||||||||||||||||
Debt discount | $ 58,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 58,000 | ||||||||||||||||||||||||||||
Unamortized discount | 43,421 | ||||||||||||||||||||||||||||
Terms of conversion feature | Original issue discount of $5,000, convertible into common stock at a fixed conversion price of 60% of the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||
Warranty maturity period | Oct. 8, 2020 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 12 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 38,635 | ||||||||||||||||||||||||||||
Debt discount | $ 38,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 38,000 | ||||||||||||||||||||||||||||
Unamortized discount | 28,448 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at 61% multiplied by the lowest traded price of the common stock during the ten consecutive trading day period immediately preceding the conversion date. | ||||||||||||||||||||||||||||
Warranty maturity period | Oct. 31, 2020 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 14 [Member] | |||||||||||||||||||||||||||||
Accrued interest | 50,029 | ||||||||||||||||||||||||||||
Debt discount | $ 50,000 | ||||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 50,000 | ||||||||||||||||||||||||||||
Unamortized discount | $ 38,413 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at the lower of $0.01 per share or 51% of the ten-day average closing price from the date of conversion. | ||||||||||||||||||||||||||||
Warranty maturity period | Jan. 27, 2021 | ||||||||||||||||||||||||||||
Convertible Promissory Note 2 [Member] | |||||||||||||||||||||||||||||
Debt discount | $ 86,250 | ||||||||||||||||||||||||||||
Maturity Date | Oct. 3, 2019 | ||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||
Common stock | 900,000 | ||||||||||||||||||||||||||||
Promissory note | $ 17,301 | ||||||||||||||||||||||||||||
Unamortized discount | 69,269 | ||||||||||||||||||||||||||||
Terms of conversion feature | Convertible into common stock at the lower of the lowest trading price within the prior twenty-five days of the execution of the note or a fixed conversion price of 50% multiplied by the lowest traded price of the common stock during the twenty-five consecutive trading day period immediately preceding the conversion date | ||||||||||||||||||||||||||||
Maturity period of warrants | 5 years | ||||||||||||||||||||||||||||
Fair value of warrants | $ 50,103 | $ 92,143 | |||||||||||||||||||||||||||
Exercise price or warrants or rights | $ 0.20 | ||||||||||||||||||||||||||||
Note payable issued | $ 86,250 | ||||||||||||||||||||||||||||
Accrued interest of convertible note | 9,199 | ||||||||||||||||||||||||||||
Shares issuable upon exercise of warrants | 2,614,176 | 215,625 | |||||||||||||||||||||||||||
Unsecured Notes Payable One [Member] | |||||||||||||||||||||||||||||
Notes Payable | 25,000 | 25,000 | |||||||||||||||||||||||||||
Repayment of convertible debt | 15,000 | ||||||||||||||||||||||||||||
Notes payable secured note | 25,000 | ||||||||||||||||||||||||||||
Proceeds from unsecured notes | 12,500 | $ 12,500 | |||||||||||||||||||||||||||
Gross proceeds from secured notes | 50,000 | ||||||||||||||||||||||||||||
Gross proceeds from unsecured notes | $ 25,000 | ||||||||||||||||||||||||||||
Unsecured Notes Payable Three [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Notes Payable | $ 5,000 | 5,519 | 5,319 | ||||||||||||||||||||||||||
Maturity Date | Mar. 14, 2018 | ||||||||||||||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||||||||||||||
Unsecured Notes Payable Two [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Notes Payable | 8,269 | 7,909 | |||||||||||||||||||||||||||
Maturity Date | Jun. 30, 2017 | ||||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Proceeds from unsecured notes | $ 5,000 | $ 2,200 | |||||||||||||||||||||||||||
Unsecured Debt [Member] | November 25, 2014 [Member] | |||||||||||||||||||||||||||||
Notes Payable | $ 159,303 | $ 157,855 | |||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Note payable issued | $ 100,000 | ||||||||||||||||||||||||||||
Repayment of unsecured note payable | $ 15,000 | ||||||||||||||||||||||||||||
Unsecured Debt [Member] | April 1, 2016 [Member] | Forbearance agreement [Member] | |||||||||||||||||||||||||||||
Maturity Date | Sep. 30, 2016 | ||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||
Shares to be issued under agreement, shares | 150,000 | ||||||||||||||||||||||||||||
Shares to be issued under agreement, value | $ 150,000 | ||||||||||||||||||||||||||||
Shares issued against extension of maturity date, shares | 50,000 | ||||||||||||||||||||||||||||
Shares issued against extension of maturity date, value | $ 50,000 | ||||||||||||||||||||||||||||
Amendment to maturity date | Aug. 31, 2017 | ||||||||||||||||||||||||||||
Convertible Promissory Notes 13 [Member] | |||||||||||||||||||||||||||||
Accrued interest | $ 50,252 | ||||||||||||||||||||||||||||
Debt discount | $ 409 | 409 | |||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Convertible promissory note | $ 50,000 | ||||||||||||||||||||||||||||
Unamortized discount | $ 202 | ||||||||||||||||||||||||||||
Terms of conversion feature | convertible into common stock at the fixed price at $0.25 per share at maturity date of the note on May 26, 2020. The note is not a derivative but is tainted due to the variable rate convertible debt outstanding. | ||||||||||||||||||||||||||||
Warranty maturity period | May 26, 2020 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Balance - December 31, 2018 | $ 0 |
Addition of derivative liabilities upon issuance of convertible note and warrants as debt discount | 772,463 |
Addition of new derivatives liabilities recognized as day one loss | 930,369 |
Reduction of derivative liabilities from convertible notes to shares of common stock | (140,823) |
Loss (gain) on change in fair value of the derivative | (572,196) |
Balance - December 31, 2019 | $ 989,813 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Day one loss due to derivative on convertible notes and warrants | $ (930,369) | $ 0 |
Gain on change in fair value of derivative liabilities on convertible notes and warrants | 572,196 | 0 |
Loss on change in fair value of derivative liabilities | $ (358,173) | $ 0 |
ACQUISITIONS OF ASSETS (Details
ACQUISITIONS OF ASSETS (Details) | Jun. 18, 2019USD ($) |
Total acquired assets and assumed liabilities, gross | $ 291,613 |
Less Assumed Liabilities | 16,336 |
Total acquired assets and assumed liabilities, net | 275,277 |
AH Originals, Inc [Member] | Website [Member] | |
Acquired assets and assumed liabilities | 10,690 |
AH Originals, Inc [Member] | Patent [Member] | |
Acquired assets and assumed liabilities | 5,510 |
AH Originals, Inc [Member] | Inventory [Member] | |
Acquired assets and assumed liabilities | 60,815 |
AH Originals, Inc [Member] | Equipment [Member] | |
Acquired assets and assumed liabilities | $ 214,598 |
ACQUISITIONS OF ASSETS (Detai_2
ACQUISITIONS OF ASSETS (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt discount | $ 245,191 | $ 52,720 | |
Promissory Notes Payable [Member] | AH Originals, Inc [Member] | |||
Prepayment amount | $ 32,850 | ||
Promissory note | $ 447,150 | ||
Interest rate | 3.00% | 3.00% | |
Debt discount | $ 211,123 | ||
Acquisition of assets from related party | $ 6,400,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current liabilities from discontinued operations | $ 84,281 | $ 84,281 |
During 2014 [Member] | ||
Ownership | 51.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 10, 2019 | Jan. 08, 2019 | Aug. 15, 2018 | Apr. 30, 2018 | |
Issuance shares of common stock, Shares | 50,000 | |||||||||
Issuance shares of common stock, Value | $ 12,500 | |||||||||
Common stock value per share | $ 0.25 | |||||||||
Related party loans and accrued interest | $ 242,079 | $ 244,680 | ||||||||
Gain on extinguishment of debt | $ 12,041 | 5,394 | $ 130,859 | |||||||
Interest rate | 5.00% | |||||||||
Shares issued for debt | 6,072,221 | 580,000 | ||||||||
Shares issued for debt, amount | $ 241,059 | |||||||||
Price per share | $ 0.19 | |||||||||
Loan maturity date description | June 30, 2017 and September 30, 2017 | |||||||||
Repayment of related party advance | $ (144,535) | (87,444) | ||||||||
Advances from related party | 124,558 | 255,296 | ||||||||
Expenses paid by related party | 26,297 | $ 250,802 | ||||||||
Share Price | $ 0.17 | $ 0.08 | $ 0.17 | $ 0.15 | ||||||
Convertible Debt Issued Common Stock [Member] | ||||||||||
Proceeds from Related Party | $ 160,650 | |||||||||
Advance from Related Party | 25,000 | $ 20,000 | ||||||||
Loan To Related Party [Member] | ||||||||||
Reduction of loans receivable, related party for payment of an accrued liability | 5,936 | $ 14,463 | ||||||||
Loan to Related Party[Member] | ||||||||||
Interest rate | 5.00% | |||||||||
Loan to related party | $ 20,000 | |||||||||
Presidents [Member] | ||||||||||
Repayment of related party advance | (110,036) | |||||||||
Advances from related party | 125,347 | $ 231,708 | ||||||||
Expenses paid by related party | $ 16,175 | |||||||||
President and Director [Member] | ||||||||||
Shares issued for debt | 222,000 | |||||||||
Shares issued for debt, amount | $ 33,300 | $ 33,300 | ||||||||
Share Price | $ 0.15 | $ 0.001 | $ 0.15 | $ 0.25 | ||||||
CEO And Board Of Directors [Member] | ||||||||||
Repayment of related party advance | $ (34,999) | |||||||||
Expenses paid by related party | 10,122 | |||||||||
Owed, amount | $ 789 | $ 23,588 | ||||||||
Proceeds from Related Party | $ 284,900 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
LEASES | ||
Operating lease ROU assets | $ 46,971 | $ 0 |
Current portion of operating lease liabilities | 46,971 | |
Noncurrent portion of operating lease liabilities | 0 | |
Total operating lease liabilities | $ 46,971 |
LEASES (Details 1)
LEASES (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
Weight-average remaining lease term | 8 months 30 days |
Weighted-average discount rate | 3.50% |
LEASES (Details 2)
LEASES (Details 2) | Dec. 31, 2019USD ($) |
LEASES | |
Year Ended December 31, 2020 | $ 47,520 |
Thereafter | 0 |
Total operating lease payments | 47,520 |
Less: Imputed interest | (549) |
Total operating lease liabilities | $ 46,971 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
LEASES | ||
Operating lease ROU assets | $ 46,971 | $ 0 |
Operating lease liabilities | 46,971 | $ 0 |
Operating lease costs | $ 15,385 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Net operating loss carry forward | $ 15,352,176 | $ 14,265,000 |
Effective tax rate | 21.00% | 21.00% |
Deferred tax asset | $ 3,223,957 | $ 2,995,650 |
Less: Valuation allowance | (3,223,957) | (2,995,650) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2019USD ($) |
INCOME TAXES | |
Net Operating loss carry-forward | $ 15,400,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Royalty expense | $ 0 |
Pending Litigation #1 [Member] | |
Alleged Damages | 26,595 |
Pending Litigation #2 [Member] | |
Alleged Damages | 15,000 |
Pending Litigation #3 [Member] | |
Alleged Damages | $ 40,000 |
Settlement Agreement [Member] | True Beauty, LLC [Member] | June 5, 2017 [Member] | |
Date | 3/15/2015 |
Gain on settlement | $ 5,394 |
Litigation settlement, damages short | 37,500 |
Litigation settlement, amount paid | $ 5,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive securities | 158,347,309 | 3,706,032 |
Warrants [Member] | ||
Potentially dilutive securities | 1,150,363 | 112,238 |
Stock options [Member] | ||
Potentially dilutive securities | 2,700,000 | 2,650,000 |
Convertible notes payable, including accrued interest [Member] | ||
Potentially dilutive securities | 154,496,946 | 943,794 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 12 Months Ended |
Dec. 31, 2019shares | |
Convertible Debt Issued Common Stock [Member] | |
Common stock shares issued | 1,225,093,348 |