Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54819 | ||
Entity Registrant Name | NEWHYDROGEN, INC. | ||
Entity Central Index Key | 0001371128 | ||
Entity Tax Identification Number | 20-4754291 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 27936 Lost Canyon Road | ||
Entity Address, Address Line Two | Suite 202 | ||
Entity Address, City or Town | Santa Clarita | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91387 | ||
City Area Code | 661 | ||
Local Phone Number | 251-0001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19,331,768 | ||
Entity Common Stock, Shares Outstanding | 715,496,051 | ||
Documents Incorporated by Reference | None. | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 6,645,710 | $ 63,496 |
Prepaid expenses | 12,023 | 55,435 |
TOTAL CURRENT ASSETS | 6,657,733 | 118,931 |
PROPERTY AND EQUIPMENT | ||
Machinery and equipment | 37,225 | 37,225 |
Less accumulated depreciation | (33,366) | (32,023) |
NET PROPERTY AND EQUIPMENT | 3,859 | 5,202 |
OTHER ASSETS | ||
Patents, net of amortization of $18,134 and $15,112, respectively | 27,202 | 30,224 |
Deposit | 770 | 770 |
TOTAL OTHER ASSETS | 27,972 | 30,994 |
TOTAL ASSETS | 6,689,564 | 155,127 |
CURRENT LIABILITIES | ||
Accounts payable | 1,780 | |
Accrued expenses | 991,716 | |
Derivative liability | 148,590,100 | |
Convertible promissory notes net of debt discount of $0 and $219,850, respectively | 1,069,974 | |
TOTAL CURRENT LIABILITIES | 1,780 | 150,651,790 |
LONG TERM LIABILITIES | ||
Convertible promissory notes net of debt discount of $0 and $0, respectively | 1,418,225 | |
TOTAL LONG TERM LIABILITIES | 1,418,225 | |
TOTAL LIABILITIES | 1,780 | 152,070,015 |
COMMITMENT AND CONTINGENICES (See Note 9) | ||
Series C Convertible Preferred Stock, 34,853 and 0 shares outstanding, respectively, redeemable value of $3,485,313 and $0, respectively | 3,485,313 | |
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized shares; | ||
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 715,496,051 and 456,198,529 shares issued and outstanding, respectively | 71,549 | 45,620 |
Preferred treasury stock, 0 and 1,000 shares outstanding, respectively | ||
Additional paid in capital | 164,000,447 | 13,114,993 |
Accumulated deficit | (160,869,525) | (165,075,501) |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | 3,202,471 | (151,914,888) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 6,689,564 | $ 155,127 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Patents, net of amortization | $ 18,134 | $ 15,112 |
Convertible promissory notes net of debt discount, current | 0 | 219,850 |
Convertible promissory notes net of debt discount, non current | $ 0 | $ 0 |
Temporary equity, shares outstanding | 34,853 | 0 |
Temporary equity, redeemable value | $ 3,485,313 | $ 0 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 715,496,051 | 456,198,529 |
Common stock, shares outstanding | 715,496,051 | 456,198,529 |
Treasury stock, shares outstanding | 0 | 1,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 51,229,031 | 447,665 |
Research and development | 1,221,134 | 177,722 |
Depreciation and amortization | 4,365 | 4,365 |
TOTAL OPERATING EXPENSES | 52,454,530 | 629,752 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | (52,454,530) | (629,752) |
OTHER INCOME/(EXPENSES) | ||
Interest income | 3,632 | 75 |
Gain on settlement of debt and derivatives | 93,180,986 | |
Gain (Loss) on change in derivative liability | (29,966,084) | (139,038,754) |
Interest expense | (574,524) | (876,229) |
TOTAL OTHER INCOME (EXPENSES) | 62,644,010 | (139,914,908) |
NET INCOME (LOSS) | $ 10,189,480 | $ (140,544,660) |
BASIC EARNINGS (LOSS) PER SHARE | $ 0.02 | $ (0.50) |
DILUTED EARNING (LOSS) PER SHARE | $ 0 | $ (0.50) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC | 651,573,767 | 280,952,034 |
DILUTED | 1,117,523,767 | 280,952,034 |
Statements of Shareholders' Def
Statements of Shareholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Mezzanine [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 13,391 | $ 12,301,739 | $ (24,530,841) | $ (12,215,711) | ||
Beginning balance, shares at Dec. 31, 2019 | 133,912,520 | |||||
Issuance of common shares for converted promissory notes and accrued interest | $ 32,229 | 813,254 | 845,483 | |||
Issuance of common shares for converted promissory notes and accrued interest, shares | 322,286,009 | |||||
Net Income (loss) | (140,544,660) | (140,544,660) | ||||
Ending balance, value at Dec. 31, 2020 | $ 45,620 | 13,114,993 | (165,075,501) | (151,914,888) | ||
Ending balance, shares at Dec. 31, 2020 | 456,198,529 | |||||
Issuance of common shares for cash | $ 20,833 | 8,763,867 | 8,784,700 | |||
Issuance of common shares for cash, shares | 208,333,334 | |||||
Issuance of common shares for converted promissory notes and accrued interest | $ 2,196 | 203,779 | 205,975 | |||
Issuance of common shares for converted promissory notes and accrued interest, shares | 21,964,188 | |||||
Issuance of commons shares for services | $ 100 | 149,700 | 149,800 | |||
Issuance of commons shares for services, shares | 1,000,000 | |||||
Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock | 85,555,201 | 85,555,201 | ||||
Issuance of, Series C Preferred stock | 3,485,313 | |||||
Issuance of common shares for conversion of preferred stock | $ 2,800 | (2,800) | ||||
Issuance of common shares for conversion of preferred stock, shares | 28,000,000 | |||||
Stock compensation cost | 50,232,202 | 50,232,202 | ||||
Issuance of common stock warrants deemed dividends | 5,983,504 | (5,983,504) | ||||
Rounding | 1 | 1 | ||||
Net Income (loss) | 10,189,480 | 10,189,480 | ||||
Ending balance, value at Dec. 31, 2021 | $ 71,549 | $ 164,000,447 | $ (160,869,525) | $ 3,202,471 | $ 3,485,313 | |
Ending balance, shares at Dec. 31, 2021 | 715,496,051 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 10,189,480 | $ (140,544,660) |
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities | ||
Depreciation and amortization expense | 4,366 | 4,365 |
Common stock issued for services | 149,800 | |
Stock compensation expense | 50,232,202 | |
(Gain) Loss on net change in derivative liability | 29,966,084 | 139,038,754 |
Amortization of debt discount recognized as interest expense | 455,989 | 611,856 |
Gain on settlement of debt and derivative | (93,180,986) | |
(Increase) Decrease in Changes in Assets | ||
Prepaid expenses | 43,411 | (25,479) |
Increase (Decrease) in Changes in Liabilities | ||
Accounts payable | 1,780 | (58) |
Accrued expenses | 53,388 | 267,924 |
NET CASH USED IN OPERATING ACTIVITIES | (2,084,486) | (647,298) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds for the sale of common stock for cash | 8,784,700 | |
Principal payments on convertible debt | (310,000) | |
Net proceeds from convertible promissory notes | 192,000 | 649,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,666,700 | 649,000 |
NET INCREASE IN CASH | 6,582,214 | 1,702 |
CASH, BEGINNING OF YEAR | 63,496 | 61,794 |
CASH, END OF YEAR | 6,645,710 | 63,496 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 455,989 | 925 |
Taxes paid | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS | ||
Common stock issued for convertible notes and accrued interest | 205,975 | 845,483 |
Fair value of initial derivative | 180,004 | 632,144 |
Fair value of preferred stock in exchange of convertible notes | 85,555,201 | |
Issuance of common stock warrants deemed dividends | $ 5,983,504 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Organization NewHydrogen, Inc. (the “Company”) was incorporated in the state of Nevada on April 24, 2006. The Company, based in Santa Clarita, California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products. Line of Business We are a developer of clean energy technologies. Our current focus is on developing an electrolyzer technology to lower the cost of Green Hydrogen production. We are developing technologies to significantly reduce or replace rare earth materials with inexpensive earth abundant materials in electrolyzers to help usher in a Green Hydrogen economy. We previously developed BioBacksheet R Going Concern Substantial Doubt Alleviated As of the year ended December 31, 2021, the Company had income of $ 10,189,480 160,869,525 Management believes the Company’s present cash flows will enable it to meet its obligations for twenty four months from the date these financial statements are available to be issued. Management will continue to obtain new equity financing. It is probable that management will continue to obtain new sources of financing that will enable the Company to meet its obligations for the twelve-month period from the date the financial statements are available to be issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Revenue Recognition The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are satisfied and customers obtain control of goods or services. However, in the event of a loss on a sale is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in the development stage. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2021, the cash balance in excess of the FDIC limits was $ 6,395,710 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. Property and Equipment Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Computer equipment 5 Machinery and equipment 10 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 1,342 2,098 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives. SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES Useful Lives 12/31/2021 12/31/2020 Patents $ 45,336 $ 45,336 Less accumulated amortization 15 (18,134 ) (15,112 ) Intangible assets $ 27,202 $ 30,224 Amortization expense for the years ended December 31, 2021 and 2020 was $ 3,022 2,267 Stock-Based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. On March 24, 2015 and September 2, 2015, the Company granted 12,000,000 3,950,000 On February 18, 2021, the Company granted 450,000,000 0.091 0.028 The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of the repricing or upon termination of employment. 400,000,000 200,000,000 24 8,333,333 50,000,000 36 1,388,889 Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. 465,950,000 Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 1,221,134 177,722 Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the year ended December 31, 2021, the Company has included shares issuable from 465,950,000 223,958,334 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Net Earnings (Loss) per Share Calculations For the year ended December 31, 2020 the Company’s diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 2,739,790 SCHEDULE OF NET EARNINGS PER SHARE 2021 2020 For the Year Ended December 31, 2021 2020 Income (Loss) to common shareholders (Numerator) $ 10,189,480 $ (140,544,660 ) Basic weighted average number of common shares outstanding (Denominator) 651,573,767 280,952,034 Diluted weighted average number of common shares outstanding (Denominator) 1,117,523,767 280,952,034 Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2021, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of December 31, 2021, there were no financial instruments to report. The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS Balance as of January 31, 2021 $ 148,590,100 Fair value of derivative liabilities issued 180,004 Fair value of derivative liability removed (178,736,187 ) Loss on change in derivative liability 29,966,083 Balance as of December 31, 2021 $ - NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Recently Issued Accounting Pronouncements In May 2021, the FASB issued an amendment to accounting standards ASU 2021-04, (Subtopic 470-50) – Debt Modifications and Extinguishments”, which requires that an entity apply the new guidance to a modification or an exchange of a freestanding equity-classified written call option that is a part of or directly related to a modification or an exchange of an existing debt. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company has evaluated the impact of the adoption of ASU 2021-04, which has no effect on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | 3. CAPITAL STOCK Preferred Stock On January 14, 2021, the Board of Directors adopted a certificate of designation establishing the rights, preferences, privileges and other terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of the Series B Preferred Stock. 0.10 1,000 February 28, 2021 no On April 14, 2021, the Board of Directors of the Company authorized the issuance of 1,000 0.0001 0.10 1,000 May 29, 2021 no The Company estimated the fair value of the Series B and D Preferred Stock as of the valuation dates. The market approach was utilized to arrive at an indication of equity value by using quoted market prices of the common shares as of January 14, 2021 and April 14, 2021. The market cap of the Company represents 100% of the minority interest for all outstanding common shares. The Preferred Series B and D Preferred Stock fair value is based on the value of the voting rights. The Preferred Series B and D Preferred Stock represents a controlling voting interest in the Company and therefore determining the control premium is an indication of the security’s value. The control premium is based on publicly traded companies or comparable entities in related industries, which have been acquired in an arm’s-length transaction. The valuation of the Series B and D Preferred Stock were valued using the common stock price of $ 0.1587 0.0439 9,616,486 18,176,922 27,793,408 On March 9, 2021, the Company entered into an agreement with an investor for the exchange of convertible debt to equity. The investor exchanged convertible notes in the amount of $ 2,462,060 1,023,253 3,485,313 34,853 100 0.0014 The extinguishment of the convertible debt was recognized in the Company’s financials as a gain on settlement of convertible notes and derivative. A valuation was prepared based on a stock price of $ 0.075 206.03% 5 years SCHEDULE OF EXTINGUISHMENT OF DEBT Per Valuation Preferred shares issued 34,853 Stated value of debt and interest $ 3,485,313 Calculated fair value of preferred shares $ 85,555,201 Fair value of derivative liability removed $ 178,736,187 Gain $ (93,180,986 ) The Company recognized a gain on settlement of $ 93,180,986 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 3. CAPITAL STOCK (Continued) Common Stock December 31, 2021 On June 10, 2021, the Company filed an amendment to its Articles of Incorporation to effect an increase in the authorized number of shares of common stock of the Corporation from 3,000,000,000 0.0001 6,000,000,000 0.0001 During the year ended December 31, 2021, the Company issued an aggregate of 52,000,000 31,333,334 83,333,334 0.06 During the year ended December 31, 2021, the Company issued 65,000,000 60,000,000 125,000,000 0.04 During the year ended December 31, 2021, the Company issued 21,964,188 184,124 20,851 1,000 0.0014 0.0641 During the year ended December 31, 2021, the Company issued 1,000,000 During the year ended December 31, 2021, the Company issued 28,000,000 392 Common Stock December 31, 2020 During the year ended December 31, 2020, the Company issued 322,286,009 738,850 101,884 4,750 0.0014 0.0074 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 4. STOCK OPTIONS Stock Options During the year ended December 31, 2021, the Company granted 400,000,000 50,000,000 SCHEDULE OF STOCK OPTIONS 12/31/2021 12/31/2020 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 Granted 450,000,000 $ 0.028 - - Exercised - - - - Expired - - Outstanding as of the end of the periods 465,950,000 $ 0.035 15,950,000 $ 0.23 Exercisable as of the end of the periods 313,172,222 $ 0.039 15,950,000 $ 0.23 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 4. STOCK OPTIONS (Continued) The weighted average remaining contractual life of options outstanding as of December 31, 2021 and 2020 was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING 12/31/2021 12/31/2020 Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.09 2,450,000 2,450,000 0.98 $ 0.09 2,450,000 2,450,000 1.23 $ 0.26 13,500,000 13,500,000 0.93 $ 0.26 13,500,000 13,500,000 1.37 $ 0.028 450,000,000 297,222,222 6.50 - - - - 465,950,000 313,172,222 15,950,000 15,950,000 The stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2021 and 2020, related to the granting of these options was $ 22,438,794 0 As of December 31, 2021 and 2020, respectively, there was no |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES As of December 31, 2021, the Company had no The Company issued an unsecured convertible promissory note (the May 2014 Note”), in the amount of $ 500,000 September 18, 2019 May 2, 2022 10 The May 2014 Note is convertible into shares of the Company’s common stock at a conversion price of a) the lesser of $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest effective price granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. 1,560 970 The Company issued various unsecured convertible promissory notes (the 2015-2018 Notes”) in the aggregate amount of $ 2,145,000 January 30, 2023 10 The 2015-2018 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. 1,960,500 923,717 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued various unsecured convertible promissory notes (the Feb 18 Note”) in the aggregate amount of $ 430,000 70,000 500,000 February 18, 2023 10 The Feb 18 Note is convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with-in the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. 126,134 500,000 98,566 The Company issued an unsecured convertible promissory note on August 8, 2019 (the “August 2019 Note”), in the aggregate principal amount of $ 53,500 2,000 51,500 February 14, 2021 10 The August 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the August 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the August 2019 Note. The fair value of the August 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes. 21,000,000 40,676 3,000 908,119 12,824 5,564 1,000 The Company issued an unsecured convertible promissory note on February 13, 2020 (the “Feb 2020 Note”), in the aggregate principal amount of $ 53,500 2,000 51,500 February 13, 2021 10 The Feb 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Feb 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2020 Note. 6,479,947 53,500 8,018 6,578 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued an unsecured convertible promissory note on July 6, 2020 (the Jul 2020 Note), in the aggregate principal amount of $ 53,000 3,000 50,000 July 6, 2021 10 The Jul 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jul 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jul 2020 Note. The fair value of the Jul 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 27,153 4,062,044 53,000 2,650 The Company issued an unsecured convertible promissory note on August 4, 2020 (the Aug 2020 Note), in the aggregate principal amount of $ 53,000 3,000 50,000 August 4, 2021 10 The Aug 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Aug 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note. The fair value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 31,219 868,175 53,000 2,650 The Company issued an unsecured convertible promissory note on August 17, 2020 (the “Aug 2020 Note”), in the aggregate principal amount of $ 53,500 2,000 51,500 August 17, 2021 10 The Aug 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Aug 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note. The fair value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 6,440,677 53,500 5,350 33,566 The Company issued an unsecured convertible promissory note on September 14, 2020 (the Sep 2020 Note), in the aggregate principal amount of $ 53,000 3,000 50,000 September 14, 2021 10 The Sep 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Sep 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Sep 2020 Note. The fair value of the Sep 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 37,318 2,100,000 53,000 2,650 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued an unsecured convertible promissory note on November 2, 2020 (the Nov 2020 Note), in the aggregate principal amount of $ 53,000 3,000 50,000 November 2, 2021 10 The Nov 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Nov 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Nov 2020 Note. The fair value of the Nov 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 44,433 The Company issued an unsecured convertible promissory note on December 2, 2020 (the Dec 2020 Note), in the aggregate principal amount of $ 53,000 3,000 50,000 December 2, 2021 10 The Dec 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Dec 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Dec 2020 Note. The fair value of the Dec 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 3,416 The Company issued an unsecured convertible promissory note on January 4, 2021 (the Jan 4, 2021 Note), in the aggregate principal amount of $ 53,500 3,000 50,000 March 4, 2021 10 The Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jan 4 2021 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan 4 2021 Note. The fair value of the Jan 4 2021 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 53,500 The Company issued an unsecured convertible promissory note on January 14, 2021 (the Jan 14 2021 Note), in the aggregate principal amount of $ 53,500 3,000 50,000 January 14, 2021 10 The Jan 14 2021 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jan 14 2021 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan 14 2021 Note. The fair value of the Jan 14 2021 Note has been determined by using the Binomial lattice formula from the effective date of the notes. 53,500 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 5. CONVERTIBLE PROMISSORY NOTES (Continued) During the year ended December 31, 2021, the Company exchanged convertible notes in the amount of $ 2,462,060 1,023,253 34,853 In addition, the Company repaid convertible notes in the amount of $ 203,000 52,780 As of December 31, 2021, the Company had no We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically per the stock price fluctuations. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically per the stock price fluctuations. The convertible notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. During the year ended December 31, 2021, as a result of the convertible notes (“Notes”) issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $ 180,004 During the ended December 31, 2021, the Company converted $ 184,124 20,851 1,000 638,936 29,966,084 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forward for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forward may be limited as to use in future years. NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 7. RELATED PARTY TRANSACTION On January 14, 2021, the Company issued 1,000 no 0.10 1,000 January 29, 2021 no On April 14, 2021, the Company issued 1,000 0.10 1,000 May 29, 2021 no |
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Securities Purchase Agreement | |
SECURITIES PURCHASE AGREEMENT | 8. SECURITIES PURCHASE AGREEMENT On January 27, 2021, the Company entered into a securities purchase agreement with an investor to sell, through a private placement, an aggregate of 52,000,000 31,333,334 83,333,334 0.06 In addition, the combined purchase price of $0.06 per one (1) share of common stock and associated warrant had a purchase price of $0.0599 per one (1) pre-funded 4,996,866 50,000,000 5,000,000 4,406,217 3,133 4,409,350 In connection with the closing, the Company issued an additional 6,250,000 0.075 July 27, 2026 On April 4, 2021, the Company entered into a securities purchase agreement with an investor to sell, through a direct registered offering, an aggregate of 65,000,000 60,000,000 125,000,000 0.04 In addition, the combined purchase price of $0.04 per one (1) share of common stock and associated warrant had a purchase price of $0.0399 per one (1) 4,994,000 50,000,000 5,000,000 4,369,350 6,000 4,375,350 In connection with the closing, the Company issued an additional 9,375,000 0.05 April 4, 2026 SCHEDULE OF WARRANTS ACITIVITY 12/31/2021 Number of Warrants Weighted average exercise price Outstanding as of the beginning of the periods - - Issued 315,291,668 $ 0.0482 Purchased (91,333,334 ) $ (0.0467 ) Expired - - Outstanding as of the end of the periods 223,958,334 $ 0.0488 Exercisable as of the end of the periods 223,958,334 $ 0.0488 The weighted average remaining contractual life of the warrants outstanding as of December 31, 2021 was as follows: SCHEDULE OF WARRANTS OUTSTANDING 12/31/2021 Exercisable Price Stock Warrants Outstanding Stock Warrants Exercisable Weighted Average Remaining Contractual Life (years) $ 0.04 125,000,000 125,000,000 4.27 $ 0.05 9,375,000 9,375,000 4.26 $ 0.06 83,333,334 83,333,334 4.57 $ 0.075 6,250,000 6,250,000 4.57 223,958,334 223,958,334 On April 7, 2021, the Company issued 125,000,000 0.04 5,983,504 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES The Company rents office space on a yearly basis with a monthly rent payment in the amount of $ 550 In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. As of December 31, 2021, there were no legal proceedings against the Company. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35 21 The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2018. Included in the balance at December 31, 2021, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended December 31, 2021, the Company did not recognize interest and penalties. As of December 31, 2021, the Company had net operating loss carry forwards of approximately $ 11,911,000 No The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2021 and 2020 due to the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2021 2020 Book Income (Loss) 8,708,325 (29,514,380 ) Non-deductible expenses (9,153,120 ) 29,381,500 Valuation Allowance 444,799 132,880 Income tax expense $ - $ - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 10. INCOME TAXES Net deferred tax assets consist of the following components as of December 31, 2021 and 2020: SCHEDULE OF NET DEFERRED TAX ASSETS 2021 2020 Deferred tax assets: NOL carryover (2,501,390 ) (2,076,950 ) R & D credit 407,660 166,875 Depreciation 10,735 10,735 Deferred tax liabilities: - Less Valuation Allowance 2,082,995 1,899,340 Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 11. SUBSEQUENT EVENT Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent events: On March 1, 2022, the Company issued 5,000,000 1,000 0.0255 March 1, 2024 March 1, 2029 On March 15, 2022, the Company granted 5,000,000 0.0223 The Option shall vest at 138,888 per month over a thirty-six (36) month period from the grant date. The grant of the Option is made in consideration of the services to be rendered by the Optionee to the Company pursuant to an advisor agreement, or subsequent consecutive engagement by the Company as an employee, director, or consultant. The option granted under the advisor agreement expires ten ( 10 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are satisfied and customers obtain control of goods or services. However, in the event of a loss on a sale is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in the development stage. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Concentration Risk | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2021, the cash balance in excess of the FDIC limits was $ 6,395,710 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Computer equipment 5 Machinery and equipment 10 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 1,342 2,098 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Intangible Assets | Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives. SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES Useful Lives 12/31/2021 12/31/2020 Patents $ 45,336 $ 45,336 Less accumulated amortization 15 (18,134 ) (15,112 ) Intangible assets $ 27,202 $ 30,224 Amortization expense for the years ended December 31, 2021 and 2020 was $ 3,022 2,267 |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. On March 24, 2015 and September 2, 2015, the Company granted 12,000,000 3,950,000 On February 18, 2021, the Company granted 450,000,000 0.091 0.028 The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of the repricing or upon termination of employment. 400,000,000 200,000,000 24 8,333,333 50,000,000 36 1,388,889 Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. 465,950,000 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 1,221,134 177,722 |
Net Earnings (Loss) per Share Calculations | Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the year ended December 31, 2021, the Company has included shares issuable from 465,950,000 223,958,334 NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Net Earnings (Loss) per Share Calculations For the year ended December 31, 2020 the Company’s diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 2,739,790 SCHEDULE OF NET EARNINGS PER SHARE 2021 2020 For the Year Ended December 31, 2021 2020 Income (Loss) to common shareholders (Numerator) $ 10,189,480 $ (140,544,660 ) Basic weighted average number of common shares outstanding (Denominator) 651,573,767 280,952,034 Diluted weighted average number of common shares outstanding (Denominator) 1,117,523,767 280,952,034 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2021, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of December 31, 2021, there were no financial instruments to report. The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS Balance as of January 31, 2021 $ 148,590,100 Fair value of derivative liabilities issued 180,004 Fair value of derivative liability removed (178,736,187 ) Loss on change in derivative liability 29,966,083 Balance as of December 31, 2021 $ - NEWHYDROGEN, INC. (FORMERLY BIOSOLAR, INC.) NOTES TO FINANCIAL STATEMENTS – AUDITED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2021, the FASB issued an amendment to accounting standards ASU 2021-04, (Subtopic 470-50) – Debt Modifications and Extinguishments”, which requires that an entity apply the new guidance to a modification or an exchange of a freestanding equity-classified written call option that is a part of or directly related to a modification or an exchange of an existing debt. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company has evaluated the impact of the adoption of ASU 2021-04, which has no effect on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Computer equipment 5 Machinery and equipment 10 |
SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES | SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES Useful Lives 12/31/2021 12/31/2020 Patents $ 45,336 $ 45,336 Less accumulated amortization 15 (18,134 ) (15,112 ) Intangible assets $ 27,202 $ 30,224 |
SCHEDULE OF NET EARNINGS PER SHARE | SCHEDULE OF NET EARNINGS PER SHARE 2021 2020 For the Year Ended December 31, 2021 2020 Income (Loss) to common shareholders (Numerator) $ 10,189,480 $ (140,544,660 ) Basic weighted average number of common shares outstanding (Denominator) 651,573,767 280,952,034 Diluted weighted average number of common shares outstanding (Denominator) 1,117,523,767 280,952,034 |
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS Balance as of January 31, 2021 $ 148,590,100 Fair value of derivative liabilities issued 180,004 Fair value of derivative liability removed (178,736,187 ) Loss on change in derivative liability 29,966,083 Balance as of December 31, 2021 $ - |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF EXTINGUISHMENT OF DEBT | SCHEDULE OF EXTINGUISHMENT OF DEBT Per Valuation Preferred shares issued 34,853 Stated value of debt and interest $ 3,485,313 Calculated fair value of preferred shares $ 85,555,201 Fair value of derivative liability removed $ 178,736,187 Gain $ (93,180,986 ) |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS | SCHEDULE OF STOCK OPTIONS 12/31/2021 12/31/2020 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 Granted 450,000,000 $ 0.028 - - Exercised - - - - Expired - - Outstanding as of the end of the periods 465,950,000 $ 0.035 15,950,000 $ 0.23 Exercisable as of the end of the periods 313,172,222 $ 0.039 15,950,000 $ 0.23 |
SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING | The weighted average remaining contractual life of options outstanding as of December 31, 2021 and 2020 was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING 12/31/2021 12/31/2020 Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.09 2,450,000 2,450,000 0.98 $ 0.09 2,450,000 2,450,000 1.23 $ 0.26 13,500,000 13,500,000 0.93 $ 0.26 13,500,000 13,500,000 1.37 $ 0.028 450,000,000 297,222,222 6.50 - - - - 465,950,000 313,172,222 15,950,000 15,950,000 |
SECURITIES PURCHASE AGREEMENT (
SECURITIES PURCHASE AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Securities Purchase Agreement | |
SCHEDULE OF WARRANTS ACITIVITY | SCHEDULE OF WARRANTS ACITIVITY 12/31/2021 Number of Warrants Weighted average exercise price Outstanding as of the beginning of the periods - - Issued 315,291,668 $ 0.0482 Purchased (91,333,334 ) $ (0.0467 ) Expired - - Outstanding as of the end of the periods 223,958,334 $ 0.0488 Exercisable as of the end of the periods 223,958,334 $ 0.0488 |
SCHEDULE OF WARRANTS OUTSTANDING | The weighted average remaining contractual life of the warrants outstanding as of December 31, 2021 was as follows: SCHEDULE OF WARRANTS OUTSTANDING 12/31/2021 Exercisable Price Stock Warrants Outstanding Stock Warrants Exercisable Weighted Average Remaining Contractual Life (years) $ 0.04 125,000,000 125,000,000 4.27 $ 0.05 9,375,000 9,375,000 4.26 $ 0.06 83,333,334 83,333,334 4.57 $ 0.075 6,250,000 6,250,000 4.57 223,958,334 223,958,334 On April 7, 2021, the Company issued 125,000,000 0.04 5,983,504 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2021 and 2020 due to the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2021 2020 Book Income (Loss) 8,708,325 (29,514,380 ) Non-deductible expenses (9,153,120 ) 29,381,500 Valuation Allowance 444,799 132,880 Income tax expense $ - $ - |
SCHEDULE OF NET DEFERRED TAX ASSETS | Net deferred tax assets consist of the following components as of December 31, 2021 and 2020: SCHEDULE OF NET DEFERRED TAX ASSETS 2021 2020 Deferred tax assets: NOL carryover (2,501,390 ) (2,076,950 ) R & D credit 407,660 166,875 Depreciation 10,735 10,735 Deferred tax liabilities: - Less Valuation Allowance 2,082,995 1,899,340 Net deferred tax asset $ - $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 10,189,480 | $ (140,544,660) |
Retained Earnings (Accumulated Deficit) | $ 160,869,525 | $ 165,075,501 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 10 years |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Patents | $ 45,336 | $ 45,336 |
Less accumulated amortization | $ (18,134) | (15,112) |
Intangible assets, useful lives | 15 years | |
Intangible assets | $ 27,202 | $ 30,224 |
SCHEDULE OF NET EARNINGS PER SH
SCHEDULE OF NET EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Income (Loss) to common shareholders (Numerator) | $ 10,189,480 | $ (140,544,660) |
Basic weighted average number of common shares outstanding (Denominator) | 651,573,767 | 280,952,034 |
Diluted weighted average number of common shares outstanding (Denominator) | 1,117,523,767 | 280,952,034 |
SCHEDULE OF RECONCILIATION OF D
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance | $ 148,590,100 |
Fair value of derivative liabilities issued | 180,004 |
Derecognition Of Derivative Liability | (178,736,187) |
Loss on change in derivative liability | 29,966,083 |
Ending Balance |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 18, 2021 | Feb. 18, 2021 | Sep. 02, 2015 | Mar. 24, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 29, 2021 | Dec. 31, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Cash | $ 6,395,710 | |||||||
Depreciation expense | 1,342 | $ 2,098 | ||||||
Amortization expense | $ 3,022 | $ 2,267 | ||||||
Stock options, exercise price | $ 0.039 | $ 0.23 | $ 0.028 | |||||
Stock options, expiration or termination description | The stock options terminate seven (7) years from the date of grant or upon termination of employment. | |||||||
Stock options exercisable, shares | 313,172,222 | 15,950,000 | ||||||
Stock options, outstanding | 465,950,000 | 15,950,000 | 15,950,000 | |||||
Research and development costs | $ 1,221,134 | $ 177,722 | ||||||
Warrants | 223,958,334 | |||||||
Anti-dilutive securities, shares | 15,950,000 | |||||||
Convertible debt | $ 2,739,790 | |||||||
Research and Development Expense [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Research and development costs | $ 1,221,134 | $ 177,722 | ||||||
Employee [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted | 450,000,000 | 12,000,000 | ||||||
Stock options, exercise price | $ 0.091 | |||||||
Stock options, expiration or termination description | The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of the repricing or upon termination of employment. | |||||||
Vesting stock options | 400,000,000 | |||||||
Employee [Member] | First Installment 24 Months [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Vesting stock options | 8,333,333 | |||||||
Stock options exercisable, shares | 200,000,000 | |||||||
Stock options exercisable period | 24 months | |||||||
Employee [Member] | First Installment 36 Months [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Vesting stock options | 1,388,889 | |||||||
Stock options exercisable, shares | 50,000,000 | |||||||
Stock options exercisable period | 36 months | |||||||
Board of Directors Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted | 3,950,000 |
SCHEDULE OF EXTINGUISHMENT OF D
SCHEDULE OF EXTINGUISHMENT OF DEBT (Details) | Mar. 09, 2021USD ($)shares |
Equity [Abstract] | |
Preferred shares issued | shares | 34,853 |
Stated value of debt and interest | $ 3,485,313 |
Calculated fair value of preferred shares | 85,555,201 |
Fair value of derivative liability removed | 178,736,187 |
Gain on settlement | $ (93,180,986) |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) | Apr. 14, 2021USD ($)$ / sharesshares | Apr. 04, 2021$ / sharesshares | Mar. 09, 2021USD ($)$ / sharesshares | Jan. 27, 2021$ / sharesshares | Jan. 14, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021shares | Jun. 10, 2021$ / sharesshares | Jun. 09, 2021$ / sharesshares | Jan. 04, 2021USD ($)$ / shares |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Debt conversion, principal and interest amount | $ | $ 3,485,313 | ||||||||||
Debt conversion, shares | 34,853 | ||||||||||
Gain on settlement | $ | $ (93,180,986) | ||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 6,000,000,000 | 3,000,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Convertible Promissory Notes [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt conversion, amount | $ | $ 184,124 | $ 738,850 | |||||||||
Debt conversion, shares | 21,964,188 | 322,286,009 | |||||||||
Accrued interest | $ | $ 20,851 | $ 101,884 | |||||||||
Other fees | $ | $ 1,000 | $ 4,750 | |||||||||
Maximum [Member] | Convertible Promissory Notes [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt conversion price per share | $ / shares | $ 0.0641 | $ 0.0074 | |||||||||
Minimum [Member] | Convertible Promissory Notes [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt conversion price per share | $ / shares | $ 0.0014 | $ 0.0014 | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt conversion, shares | 21,964,188 | 322,286,009 | |||||||||
Shares issued during the period private placement | 208,333,334 | ||||||||||
Share issued for services | 1,000,000 | ||||||||||
Shares issued for conversion of preferred stock | 28,000,000 | ||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | $ / shares | $ 0.05 | $ 0.075 | |||||||||
Warrants to purchase common stock | 9,375,000 | 6,250,000 | |||||||||
Convertible Debt [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Gain on settlement | $ | $ 93,180,986 | ||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible debt measurement input | 206.03 | ||||||||||
Measurement Input, Expected Term [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible debt measurement input term | 5 years | ||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | $ / shares | $ 0.04 | $ 0.06 | $ 0.06 | ||||||||
Shares issued during the period private placement | 65,000,000 | 52,000,000 | 52,000,000 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued during the period private placement | 60,000,000 | 31,333,334 | 31,333,334 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to purchase common stock | 50,000,000 | 50,000,000 | |||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to purchase common stock | 125,000,000 | 83,333,334 | 83,333,334 | ||||||||
Investor [Member] | Securities Purchase Agreement One [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | $ / shares | $ 0.04 | ||||||||||
Shares issued during the period private placement | 65,000,000 | ||||||||||
Investor [Member] | Securities Purchase Agreement One [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued during the period private placement | 60,000,000 | ||||||||||
Investor [Member] | Securities Purchase Agreement One [Member] | Warrant [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued during the period private placement | 125,000,000 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, rights description | the Board of Directors adopted a certificate of designation establishing the rights, preferences, privileges and other terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of the Series B Preferred Stock. | ||||||||||
Exercise price | $ / shares | $ 0.10 | ||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||
Share maturity date | Feb. 28, 2021 | ||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||||
Stock price | $ / shares | $ 0.1587 | ||||||||||
Preferred stock fair value | $ | $ 9,616,486 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price | $ / shares | $ 0.10 | ||||||||||
Share maturity date | May 29, 2021 | ||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||
Purchase price, shares | 1,000 | ||||||||||
Stock price | $ / shares | $ 0.0439 | ||||||||||
Preferred stock fair value | $ | $ 18,176,922 | ||||||||||
Series D Preferred Stock [Member] | Mr. David Lee [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||
Series B and D Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock fair value | $ | $ 27,793,408 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock price | $ / shares | $ 0.075 | ||||||||||
Debt conversion, amount | $ | $ 2,462,060 | ||||||||||
Debt conversion, interest amount | $ | 1,023,253 | ||||||||||
Debt conversion, principal and interest amount | $ | $ 3,485,313 | ||||||||||
Debt conversion, shares | 34,853 | ||||||||||
Preferred stock, stated value | $ / shares | $ 100 | ||||||||||
Preferred stock conversion price | $ / shares | $ 0.0014 | ||||||||||
Shares issued for conversion of preferred stock | 392 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning Balance | 15,950,000 | 15,950,000 |
Weighted average exercise price, Outstanding, Beginning Balance | $ 0.23 | $ 0.23 |
Number of Options, Granted | 450,000,000 | |
Weighted average exercise price, Granted | $ 0.028 | |
Number of Options, Exercised | ||
Weighted average exercise price, Exercised | ||
Number of Options, Expired | ||
Weighted average exercise price, Expired | ||
Number of Options, Outstanding, End Balance | 465,950,000 | 15,950,000 |
Weighted average exercise price, Outstanding, End Balance | $ 0.035 | $ 0.23 |
Number of Options, Exercisable, End Balance | 313,172,222 | 15,950,000 |
Weighted average exercise price, Exercisable, End Balance | $ 0.039 | $ 0.23 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding | 465,950,000 | 15,950,000 |
Stock Options Exercisable | 313,172,222 | 15,950,000 |
Exercisable Prices One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercisable Price | $ 0.09 | $ 0.09 |
Stock Options Outstanding | 2,450,000 | 2,450,000 |
Stock Options Exercisable | 2,450,000 | 2,450,000 |
Weighted Average Remaining Contractual Life (years) | 11 months 23 days | 1 year 2 months 23 days |
Exercisable Prices Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercisable Price | $ 0.26 | $ 0.26 |
Stock Options Outstanding | 13,500,000 | 13,500,000 |
Stock Options Exercisable | 13,500,000 | 13,500,000 |
Weighted Average Remaining Contractual Life (years) | 11 months 4 days | 1 year 4 months 13 days |
Exercisable Prices Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercisable Price | $ 0.028 | |
Stock Options Outstanding | 450,000,000 | |
Stock Options Exercisable | 297,222,222 | |
Weighted Average Remaining Contractual Life (years) | 6 years 6 months |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, granted | 450,000,000 | |
Stock-based compensation expense | $ 50,232,202 | |
Outstanding options, intrinsic value | 0 | 0 |
Options Held [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 22,438,794 | $ 0 |
Share-based Payment Arrangement, Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, granted | 50,000,000 | |
Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, granted | 400,000,000 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | Mar. 09, 2021 | Jan. 14, 2021 | Jan. 04, 2021 | Dec. 02, 2020 | Nov. 02, 2020 | Sep. 14, 2020 | Aug. 17, 2020 | Aug. 04, 2020 | Jul. 06, 2020 | Feb. 13, 2020 | Dec. 26, 2019 | Aug. 08, 2019 | May 02, 2014 | Sep. 30, 2021 | Dec. 22, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 09, 2018 | Feb. 23, 2021 | Jan. 13, 2021 |
Short-term Debt [Line Items] | ||||||||||||||||||||
Convertible promissory notes outstanding | $ 1,418,225 | |||||||||||||||||||
Amortization of debt discount | 455,989 | 611,856 | ||||||||||||||||||
Convertible promissory notes debt discount | $ 0 | $ 219,850 | ||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 34,853 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Principal amount converted | $ 2,462,060 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 34,853 | |||||||||||||||||||
Debt Conversion Shares Amount | 34,853 | |||||||||||||||||||
May 2014 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||
Debt instrument maturity date | May 2, 2022 | Sep. 18, 2019 | ||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The May 2014 Note is convertible into shares of the Company’s common stock at a conversion price of a) the lesser of $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest effective price granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. | |||||||||||||||||||
Principal amount converted | $ 1,560 | |||||||||||||||||||
Accrued interest | 970 | |||||||||||||||||||
2015-2018 Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 2,145,000 | |||||||||||||||||||
Debt instrument maturity date | Jan. 30, 2023 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The 2015-2018 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. | |||||||||||||||||||
Principal amount converted | 1,960,500 | |||||||||||||||||||
Accrued interest | 923,717 | |||||||||||||||||||
February 18 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 430,000 | 500,000 | $ 70,000 | $ 70,000 | ||||||||||||||||
Debt instrument maturity date | Feb. 18, 2023 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Feb 18 Note is convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with-in the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. | |||||||||||||||||||
Principal amount converted | 500,000 | |||||||||||||||||||
Accrued interest | 98,566 | |||||||||||||||||||
Amortization of debt discount | 126,134 | |||||||||||||||||||
August 2019 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,500 | |||||||||||||||||||
Debt instrument maturity date | Feb. 14, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The August 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the August 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the August 2019 Note. The fair value of the August 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Principal amount converted | $ 40,676 | 12,824 | ||||||||||||||||||
Accrued interest | $ 5,564 | |||||||||||||||||||
Convertible promissory notes debt discount | 2,000 | |||||||||||||||||||
Received additional amount | $ 51,500 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 21,000,000 | 908,119 | ||||||||||||||||||
Other fees | $ 3,000 | $ 1,000 | ||||||||||||||||||
Feb 2020 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,500 | |||||||||||||||||||
Debt instrument maturity date | Feb. 13, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Feb 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Feb 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2020 Note. | |||||||||||||||||||
Principal amount converted | $ 53,500 | |||||||||||||||||||
Accrued interest | $ 8,018 | |||||||||||||||||||
Amortization of debt discount | 6,578 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 2,000 | |||||||||||||||||||
Received additional amount | $ 51,500 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 6,479,947 | |||||||||||||||||||
July 2020 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,000 | |||||||||||||||||||
Debt instrument maturity date | Jul. 6, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Jul 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jul 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jul 2020 Note. The fair value of the Jul 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Principal amount converted | 53,000 | |||||||||||||||||||
Accrued interest | 2,650 | |||||||||||||||||||
Amortization of debt discount | $ 27,153 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 4,062,044 | |||||||||||||||||||
August 2020 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,000 | |||||||||||||||||||
Debt instrument maturity date | Aug. 4, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Aug 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Aug 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note. The fair value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Principal amount converted | $ 53,000 | |||||||||||||||||||
Accrued interest | 2,650 | |||||||||||||||||||
Amortization of debt discount | $ 31,219 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 868,175 | |||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,500 | |||||||||||||||||||
Debt instrument maturity date | Aug. 17, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Aug 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Aug 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note. The fair value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Principal amount converted | $ 53,500 | |||||||||||||||||||
Accrued interest | 5,350 | |||||||||||||||||||
Amortization of debt discount | $ 33,566 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 2,000 | |||||||||||||||||||
Received additional amount | $ 51,500 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 6,440,677 | |||||||||||||||||||
Sep 2020 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,000 | |||||||||||||||||||
Debt instrument maturity date | Sep. 14, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Sep 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Sep 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Sep 2020 Note. The fair value of the Sep 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Principal amount converted | $ 53,000 | |||||||||||||||||||
Accrued interest | 2,650 | |||||||||||||||||||
Amortization of debt discount | $ 37,318 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Issuance of common shares for converted promissory notes and accrued interest, shares | 2,100,000 | |||||||||||||||||||
Nov 2020 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,000 | |||||||||||||||||||
Debt instrument maturity date | Nov. 2, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Nov 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Nov 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Nov 2020 Note. The fair value of the Nov 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Amortization of debt discount | $ 44,433 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Dec 2020 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,000 | |||||||||||||||||||
Debt instrument maturity date | Dec. 2, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Dec 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Dec 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Dec 2020 Note. The fair value of the Dec 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Amortization of debt discount | 3,416 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Jan 2021 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,500 | |||||||||||||||||||
Debt instrument maturity date | Mar. 4, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jan 4 2021 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan 4 2021 Note. The fair value of the Jan 4 2021 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Amortization of debt discount | 53,500 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Jan 14, 21 Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 53,500 | |||||||||||||||||||
Debt instrument maturity date | Jan. 14, 2021 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||
Debt instrument conversion price description | The Jan 14 2021 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jan 14 2021 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan 14 2021 Note. The fair value of the Jan 14 2021 Note has been determined by using the Binomial lattice formula from the effective date of the notes. | |||||||||||||||||||
Amortization of debt discount | 53,500 | |||||||||||||||||||
Convertible promissory notes debt discount | $ 3,000 | |||||||||||||||||||
Received additional amount | $ 50,000 | |||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Principal amount converted | 2,462,060 | |||||||||||||||||||
Accrued interest | 1,023,253 | |||||||||||||||||||
[custom:PaidOffPrincipal] | 203,000 | |||||||||||||||||||
[custom:PaidOffInterest] | 52,780 | |||||||||||||||||||
Convertible notes payable | $ 0 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 09, 2021 | |
Short-term Debt [Line Items] | ||
Fair value of the conversion feature | $ 180,004 | |
Fair value of the derivatives issued | $ 178,736,187 | |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument face amount | 184,124 | |
Accrued interest | 20,851 | |
Other fees | 1,000 | |
Fair value of the derivatives issued | 638,936 | |
Loss on the change in derivatives | $ 29,966,084 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - $ / shares | Apr. 14, 2021 | Jan. 14, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Series B Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Exercise price | $ 0.10 | ||||
Preferred stock, shares authorized | 1,000 | ||||
Share maturity date | Feb. 28, 2021 | ||||
Series B Preferred Stock [Member] | Mr. David Lee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share issued for services | 1,000 | ||||
Exercise price | $ 0.10 | ||||
Preferred stock, shares authorized | 1,000 | ||||
Share maturity date | Jan. 29, 2021 | ||||
Series D Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Preferred Stock, Shares Outstanding | 0 | ||||
Exercise price | $ 0.10 | ||||
Share maturity date | May 29, 2021 | ||||
Series D Preferred Stock [Member] | Mr. David Lee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share issued for services | 1,000 | ||||
Exercise price | $ 0.10 | ||||
Preferred stock, shares authorized | 1,000 |
SCHEDULE OF WARRANTS ACITIVITY
SCHEDULE OF WARRANTS ACITIVITY (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Securities Purchase Agreement | |
Number of Warrants, Outstanding as of the beginning of the periods | shares | |
Weighted average exercise price, Outstanding as of the beginning of the periods | $ / shares | |
Number of Warrants, Issued | shares | 315,291,668 |
Weighted average exercise price, Issued | $ / shares | $ 0.0482 |
Number of Warrants, Purchased | shares | (91,333,334) |
Weighted average exercise price, Purchased | $ / shares | $ (0.0467) |
Number of Warrants, Expired | shares | |
Weighted average exercise price, Expired | $ / shares | |
Number of Warrants, Outstanding as of the end of the periods | shares | 223,958,334 |
Weighted average exercise price, Outstanding as of the end of the periods | $ / shares | $ 0.0488 |
Number of Warrants, Exercisable as of the end of the periods | shares | 223,958,334 |
Weighted average exercise price, Exercisable as of the end of the periods | $ / shares | $ 0.0488 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Stock Warrants Outstanding | 223,958,334 | |
Stock Warrants Exercisable | 223,958,334 | |
Warrant One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Price | $ 0.04 | |
Stock Warrants Outstanding | 125,000,000 | |
Stock Warrants Exercisable | 125,000,000 | |
Weighted Average Remaining Contractua Life (years) | 4 years 3 months 7 days | |
Warrant Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Price | $ 0.05 | |
Stock Warrants Outstanding | 9,375,000 | |
Stock Warrants Exercisable | 9,375,000 | |
Weighted Average Remaining Contractua Life (years) | 4 years 3 months 3 days | |
Warrant Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Price | $ 0.06 | |
Stock Warrants Outstanding | 83,333,334 | |
Stock Warrants Exercisable | 83,333,334 | |
Weighted Average Remaining Contractua Life (years) | 4 years 6 months 25 days | |
Warrant Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Price | $ 0.075 | |
Stock Warrants Outstanding | 6,250,000 | |
Stock Warrants Exercisable | 6,250,000 | |
Weighted Average Remaining Contractua Life (years) | 4 years 6 months 25 days |
SECURITIES PURCHASE AGREEMENT_2
SECURITIES PURCHASE AGREEMENT (Details Narrative) - USD ($) | Apr. 07, 2021 | Apr. 04, 2021 | Jan. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Proceeds from common stock | $ 8,784,700 | ||||
Common Stock [Member] | |||||
Shares issued during the period private placement | 208,333,334 | ||||
Warrant [Member] | |||||
Warrant issued for incentives | 125,000,000 | ||||
Warrant exercise price | $ 0.04 | ||||
Fair value of warrants | $ 5,983,504 | ||||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||
Pre-funded warrants to be purchased | 9,375,000 | 6,250,000 | |||
Exercise price | $ 0.05 | $ 0.075 | |||
Termination date | Apr. 4, 2026 | Jul. 27, 2026 | |||
Securities Purchase Agreement [Member] | Investor [Member] | |||||
Shares issued during the period private placement | 65,000,000 | 52,000,000 | 52,000,000 | ||
Exercise price | $ 0.04 | $ 0.06 | $ 0.06 | ||
Purchase price description | In addition, the combined purchase price of $0.04 per one (1) share of common stock and associated warrant had a purchase price of $0.0399 per one (1) | In addition, the combined purchase price of $0.06 per one (1) share of common stock and associated warrant had a purchase price of $0.0599 per one (1) pre-funded | |||
Proceeds from warrant | $ 4,369,350 | $ 4,406,217 | |||
Proceeds from common stock | 5,000,000 | 5,000,000 | |||
Common stock prefunded amount | 6,000 | 3,133 | |||
Cash received | $ 4,375,350 | $ 4,409,350 | |||
Securities Purchase Agreement [Member] | Investor [Member] | Common Stock [Member] | Maximum [Member] | |||||
Shares issued during the period private placement | 60,000,000 | 31,333,334 | 31,333,334 | ||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | |||||
Pre-funded warrants to be purchased | 50,000,000 | 50,000,000 | |||
Proceeds from warrant | $ 4,994,000 | $ 4,996,866 | |||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | Maximum [Member] | |||||
Pre-funded warrants to be purchased | 125,000,000 | 83,333,334 | 83,333,334 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly rent payment | $ 550 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Book Income (Loss) | $ 8,708,325 | $ (29,514,380) |
Non-deductible expenses | (9,153,120) | 29,381,500 |
Valuation Allowance | 444,799 | 132,880 |
Income tax expense |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
NOL carryover | $ (2,501,390) | $ (2,076,950) |
R & D credit | 407,660 | 166,875 |
Depreciation | 10,735 | 10,735 |
Less Valuation Allowance | 2,082,995 | 1,899,340 |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal income tax rate | 35.00% | 21.00% |
Net operating loss carry forwards | $ 11,911,000 | |
Income tax expense | $ 0 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Mar. 15, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Options granted exercise price | $ 0.028 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant issued to purchase common stock | 5,000,000 | |||
Fair value of warrant issued | $ 1,000 | |||
Warrant exercise price | $ 0.0255 | |||
Warrant initial exercisable date | Mar. 1, 2024 | |||
Warrant termination date | Mar. 1, 2029 | |||
Subsequent Event [Member] | Contractor [Member] | ||||
Subsequent Event [Line Items] | ||||
Options granted during period | 5,000,000 | |||
Options granted exercise price | $ 0.0223 | |||
Options vested, description | The Option shall vest at 138,888 per month over a thirty-six (36) month period from the grant date. | |||
Options vesting period | 10 years |