Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 11, 2022 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | TRUTANKLESS, INC. | ||
Entity Central Index Key | 0001429393 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 20,367,477 | ||
Entity Public Float | $ 11,569,261 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54219 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 26-2137574 | ||
Entity Address Address Line 1 | 14646 N. Kierland Blvd. | ||
Entity Address Address Line 2 | Suite 270 | ||
Entity Address City Or Town | Scottsdale | ||
Entity Address State Or Province | AZ | ||
Entity Address Postal Zip Code | 85254 | ||
City Area Code | 480 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, Texas | ||
Auditor Firm Id | 2738 | ||
Local Phone Number | 275-7572 | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 59,726 | $ 151,628 |
Accounts receivable, net | 5,424 | 109,966 |
Inventory | 119,418 | 24,654 |
Prepaid consulting expenses | 0 | 585,460 |
Total current assets | 184,568 | 871,708 |
Other Assets | ||
Prepaid consulting expenses - long term | 0 | 877,515 |
Right to use asset | 17,744 | 33,990 |
Other assets | 26,439 | 13,722 |
Total other assets | 44,183 | 925,227 |
Total assets | 228,751 | 1,796,935 |
Current liabilities | ||
Accounts payable and accrued liabilities | 895,470 | 1,015,289 |
Accounts payable and accrued liabilities - related party | 199,700 | 129,700 |
Lease liability | 19,960 | 16,424 |
Accrued interest payable - related party | 77,419 | 206,933 |
Derivative liability | 0 | 302,249 |
Payroll protection program loan payable | 0 | 107,485 |
Royalty liability with affiliates | 460,000 | 0 |
Notes payable - related party | 306,350 | 69,350 |
Notes payable, net of debt discount | 820,717 | 481,021 |
Convertible notes payable, net of debt discount | 1,031,432 | 970,839 |
Total current liabilities | 3,811,048 | 3,299,290 |
Lease liability - long-term | 0 | 20,765 |
Notes payable - long term, net of debt discount | 201,000 | 249,027 |
Convertible notes payable - long term, net of debt discount | 0 | 91,335 |
Notes payable - related party, non current | 110,500 | 500,000 |
Total long-term liabilities | 311,500 | 861,127 |
Total liabilities | 4,122,548 | 4,160,417 |
Stockholders' deficit | ||
Preferred stock, value | 0 | 0 |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 20,217,577 and 9,225,621 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 20,217 | 9,226 |
Additional paid in capital | 54,170,266 | 39,961,979 |
Subscriptions payable | 2,288,551 | 658,374 |
Accumulated deficit | (60,372,841) | (42,993,071) |
Total stockholders' deficit | (3,893,797) | (2,363,482) |
Total liabilities and stockholders' deficit | 228,751 | 1,796,935 |
Preferred Stock, Series B [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 20,217,577 | 9,225,621 |
Common stock, shares outstanding | 20,217,577 | 9,225,621 |
Preferred stock, shares par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred Stock, Series B [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Preferred Share [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,990,000 | 9,990,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 246,032 | $ 1,661,278 |
Cost of goods sold | (127,669) | (1,304,946) |
Gross profit | 118,363 | 356,332 |
Operating expenses | ||
General and administrative | 10,617,832 | 6,785,900 |
Research and development | 354,045 | 187,584 |
Professional fees | 546,758 | 273,421 |
Total operating expenses | 11,518,635 | 7,246,905 |
Loss from operations | (11,400,272) | (6,890,573) |
Other income (expenses) | ||
Interest expense | (5,018,470) | (1,705,165) |
Gain/Loss on change of derivative liability | 149,798 | 46,864 |
Loss on extinguishment of notes | (1,212,153) | (2,018,215) |
Gain on debt forgiveness of PPP loan | 101,327 | 0 |
Total income (expenses) | (5,979,498) | (3,676,516) |
Net loss before tax provision | (17,379,770) | (10,567,089) |
Tax provision | 0 | 0 |
Net loss | $ (17,379,770) | $ (10,567,089) |
Net loss per common share - basic and diluted | $ (1.38) | $ (1.40) |
Weighted average number of common shares outstanding - basic and diluted | 12,578,271 | 7,521,287 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscription Payable | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 76,000 | 5,678,413 | ||||
Balance, amount at Dec. 31, 2019 | $ (3,027,690) | $ 76 | $ 5,678 | $ 28,967,833 | $ 424,705 | $ (32,425,982) |
Stock issued for cash, shares | 727,500 | |||||
Stock issued for cash, amount | 807,000 | $ 0 | $ 728 | 706,272 | 100,000 | 0 |
Stock issued for services, shares | 10,000 | 1,820,625 | ||||
Stock issued for services, amount | 6,415,795 | $ 10 | $ 1,821 | 6,374,754 | 39,210 | 0 |
Rescission and retirement of shares for services, shares | (62,500) | |||||
Rescission and retirement of shares for services, amount | (125,000) | 0 | $ (63) | (124,937) | 0 | 0 |
Share and warrants issued for debt extensions, shares | 12,500 | |||||
Share and warrants issued for debt extensions, amount | 115,631 | $ 0 | $ 13 | 40,673 | 74,945 | 0 |
Conversion of preferred stock to common, shares | (76,000) | 25,625 | ||||
Conversion of preferred stock to common, amount | 0 | $ (76) | $ 26 | 15 | 35 | 0 |
Shares and warrants issued to extinguish debt, shares | 545,250 | |||||
Shares and warrants issued to extinguish debt, amount | 2,248,929 | 0 | $ 545 | 2,248,384 | 0 | 0 |
Stock and warrants issued for debt discounts, shares | 562,458 | |||||
Stock and warrants issued for debt discounts, amount | 1,417,730 | 0 | $ 562 | 1,397,689 | 19,479 | 0 |
Derivative written off to additional paid in capital | 526,452 | 0 | $ 0 | 526,452 | 0 | 0 |
Rescission and retirement of shares for debt, shares | (84,250) | |||||
Rescission and retirement of shares for debt, amount | (175,240) | 0 | $ (84) | (175,156) | 0 | 0 |
Net loss | (10,567,089) | $ 0 | $ 0 | 0 | 0 | (10,567,089) |
Balance, shares at Dec. 31, 2020 | 10,000 | 9,225,909 | ||||
Balance, amount at Dec. 31, 2020 | (2,363,482) | $ 10 | $ 9,226 | 39,961,979 | 658,374 | (42,993,071) |
Stock issued for cash, shares | 2,062,850 | |||||
Stock issued for cash, amount | $ 1,494,265 | 0 | $ 2,068 | 1,649,697 | (157,500) | 0 |
Stock issued for services, shares | 100,000 | 5,782,477 | ||||
Stock issued for services, amount | $ 9,945,161 | 0 | $ 5,785 | 8,112,386 | 1,826,990 | 0 |
Stock and warrants issued for debt discounts, shares | 199,566 | |||||
Stock and warrants issued for debt discounts, amount | 455,252 | 0 | $ 200 | 458,826 | (3,774) | 0 |
Net loss | (17,379,770) | 0 | $ 0 | 0 | 0 | (17,379,770) |
Shares issued for debt restructuring, shares | 98,495 | |||||
Shares issued for debt restructuring, amount | 201,577 | 0 | $ 98 | 257,633 | (56,154) | 0 |
Shares issued for extinguishment of notes, shares | 2,064,780 | |||||
Shares issued for extinguishment of notes, amount | 2,632,770 | 0 | $ 2,056 | 2,610,099 | 20,615 | 0 |
Shares issued for the settlement of accrued expenses, shares | 783,500 | |||||
Shares issued for the settlement of accrued expenses, amount | 963,705 | 0 | $ 784 | 962,921 | 0 | 0 |
Derivative liability written off to APIC | 152,451 | 0 | 0 | 152,451 | 0 | 0 |
Imputed interest | $ 4,274 | $ 0 | $ 0 | 4,274 | 0 | 0 |
Balance, shares at Dec. 31, 2021 | 1,050,000 | 10,000 | 20,217,577 | |||
Balance, amount at Dec. 31, 2021 | $ (3,893,797) | $ 10 | $ 20,217 | $ 54,170,266 | $ 2,288,551 | $ (60,372,841) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (17,379,770) | $ (10,567,089) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Imputed interest | 4,274 | 0 |
Shares issued for services | 9,945,161 | 6,290,795 |
Gain/Loss on change in derivative liability | (149,798) | (46,864) |
Shares issued for beneficial conversion feature | 201,577 | 0 |
Loss on extinguishment of notes payable and accrued expenses | 416,539 | 2,018,215 |
Loss on extinguishment of notes payable and accrued expenses - related party | 816,452 | |
Loss on extinguishment of accrued expenses | 571,995 | |
Gain on forgiveness of PPP loan payable | (101,327) | 0 |
Depreciation and amortization | 12,581 | 272 |
Non cash operating lease expense | (983) | 1,521 |
Allowance for doubtful accounts | 0 | 75,350 |
Amortization of debt discount | 1,300,830 | 1,423,251 |
Accounts receivable | 104,542 | 85,065 |
Inventory | (94,764) | 82,304 |
Prepaid expenses | 1,462,975 | (981,643) |
Accounts payable and accrued liabilities | 221,634 | (44,381) |
Accounts payable and accrued liabilities - related party | 199,700 | |
Interest payable - related party | 36,534 | 188,265 |
Net cash used in operating activities | (2,431,848) | (1,474,939) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | (25,298) | 0 |
Net cash used in investing activities | (25,298) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes payable | 439,590 | 983,143 |
Repayments of convertible notes payable | (1,032,563) | (641,600) |
Proceeds from payroll protection program loan payable | 0 | 107,485 |
Proceeds from notes payable | 860,358 | 572,700 |
Repayments from notes payable | (203,906) | (173,703) |
Proceeds from notes payable - related party | 347,500 | 1,000 |
Repayments from notes payable - related party | 0 | (800) |
Payments for debt extinguishment costs | 0 | (33,000) |
Proceeds from royalty liability | 460,000 | 0 |
Proceeds from sale of common stock, net of offering costs | 1,494,265 | 807,000 |
Net cash provided by financing activities | 2,365,244 | 1,622,225 |
Net increase in cash | (91,902) | 147,286 |
Cash, beginning of period | 151,628 | 4,342 |
Cash, end of period | 59,726 | 151,628 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 93,491 | 314,110 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Derivative liability written off to additional paid in capital | 152,451 | 526,452 |
Reclassification of notes payable to convertible notes payable | 0 | 0 |
Notes and accrued interest settled with stock | 733,691 | 400,000 |
Notes and accrued interest - related party settled with stock | 666,048 | 0 |
Recognition of debt discount | 455,252 | 0 |
Accrued expenses settled with stock | 391,750 | 0 |
Reclassification of convertible notes payable to notes payable - related party | 0 | 500,000 |
Reclassification of convertible notes payable to notes payable | 0 | 160,000 |
Conversion of Preferred Stock to Common Stock | $ 0 | $ 240 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. Principles of consolidation The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On August 20th, 2020 the Company formed a wholly owned subsidiary, Notation Labs, Inc. All significant inter-company transactions and balances have been eliminated. Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Stock-based compensation The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. Income Taxes The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2021 and 2020. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. Potential equivalent shares of Common Stock as of December 31, 2021 that have been excluded from the computation of diluted net loss per share amounted to 3,461,400 shares of Common Stock, which included 2,510,485 shares of Common Stock underlying outstanding warrants and 950,915 shares of Common Stock underlying outstanding convertible notes payable. Accounts receivable Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $179,381 and $182,191 at December 31, 2021 and 2020, respectively. Inventory Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value). Revenue recognition We recognize revenue in accordance with ASC 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue recognition occurs at the time the product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable. Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2021 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at December 31, 2021 and 2020. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2021: Level 1 Level 2 Level 3 Total Liabilities Financial Instruments $ - $ - $ - $ - Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 302,249 $ 302,249 As of December 31, 2020, the Company’s stock price was $0.20, risk-free discount rate of 0.08% and volatility of 270.79% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance December 31, 2019 $ 613,716 Debt discount originated from derivative liabilities 261,845 Derivative reclassed to additional paid in capital (526,452 ) Change in fair market value of derivative liabilities (46,860 ) Balance December 31, 2020 $ 302,249 Change in fair market value of derivative liabilities (149,798 ) Derivative liability reclassified to additional paid in capital (152,451 ) Balance December 31, 2021 $ - Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of December 31, 2021, the Company had $59,726 cash on hand. At December 31, 2021, the Company has an accumulated deficit of $60,372,841. For the year ended December 31, 2021, the Company had a net loss of $17,379,770, and cash used in operations of $2,431,848. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. Over the next twelve months management plans raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and demand for its products. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORY | |
INVENTORY | NOTE 3 - INVENTORY Inventories consist of the following at: December 31, 2021 December 31, 2020 Finished goods 119,418 24,654 Total $ 119,418 $ 24,654 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: December 31, 2021 December 31, 2020 Accounts receivable 184,805 292,157 Allowance for doubtful accounts (179,381 ) (182,191 ) Total $ 5,424 $ 109,966 |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY | |
RELATED PARTY | NOTE 5 - RELATED PARTY Notes payable - related party consist of the following at: December 31, 2021 December 31, 2020 Note payable, secured, 5% interest, due May 2022 $ 4,350 $ 4,350 Note payable, secured, 11% interest, due January 2023 - 500,000 Note payable, secured, 12% interest, due May 2030 110,500 65,000 Note payable, secured, 12% interest, due April 2022 102,000 - Note payable, unsecured, 0% interest, due on demand 200,000 - Total Notes Payable - related party $ 416,850 $ 569,350 Less unamortized debt discounts - - Total Notes Payable 416,850 569,350 Less current portion (306,350 ) (69,350 ) Total Notes Payable - long term $ 110,500 $ 500,000 As of December 31, 2021 and 2020, the Company had two notes payable due to officers and directors of the Company in the amount of $114,850 and $69,350, respectively. The notes have interest rate that range from 5%-12% and are due on demand. On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the CEO that is due upon demand but no later than April 30, 2022. As of the years ended December 31, 2021 and 2020, the Company has received advances under the note of $102,000 and $0, respectively. On February 5, 2020, the Company agreed to settle a certain $900,000 convertible note payable issued to a shareholder dated August 2, 2016 and $312,006 in accrued interest. As part of the settlement the Company issued 1,000,000, 5-year warrants exercisable at $0.50 per share valued at $781,755 (See Note 9), 4,000,000 shares of common stock valued at $1,240,000, based on stock price on date of issuance, in settlement of $400,000 of the principal balance of the note, and issued a new $500,000 11% promissory note. The issuance of the shares and warrants under the agreement resulted in the noteholder becoming a more than 5% shareholder and a related party. The new note is due in two payments, $250,000 January 2, 2022 and $250,000 on January 2, 2023. Interest will accrue from the date of this Note on the unpaid and outstanding Principal balance to be paid as follows: (a) Fifty-Four Thousand Nine Hundred Ninety-Three and 37/100 Dollars ($54,993.37) on January 4, 2021; plus (b) three hundred thousand (300,000) shares of common Stock, by January 3, 2022, plus (c) six hundred thousand (600,000) shares of common stock on January 3, 2023. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $1,725,879 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On January 4, 2021, the Company entered into an agreement with the note holder to convert $200,000 of the principal balance of the note and to extend the payment date of the first interest payment of $54,994 to January 2, 2023. As consideration, the Company issued the noteholder 2,200,000 shares of common stock valued at $440,000. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $240,000 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On October 20, 2021, the Company entered into an agreement with the note holder to convert $300,000 of the principal balance of the note and $166,048 in accrued interest and to extend the payment date of the second interest payment of $54,994 to January 2, 2023. As consideration, the Company issued the noteholder 750,000 shares of common stock valued at $1,042,500. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $576,452 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. As of December 31, 2021 and 2020, the note had a balance of $0 and $500,000, respectively. Additionally, per the agreement, the Company agreed to issue 2,100,000 shares of common stock valued at $2,919,000 to secure a standby letter of credit as security for the Company’s manufacturing vendors. As of December 31, 2021 the Company had issued 1,050,000 shares valued at $1,459,500 and the additional 1,050,000 valued at $1,459,500 were recorded as stock payable. On October 14, 2021, the Company entered into a $500,000, 0% grid note payable with a Company controlled by a majority shareholder that is due upon demand. As of the years ended December 31, 2021 and 2020, the Company has received advances under the note of $200,000 and $0, respectively. Interest expense associated with the related party notes for the years ended December 31, 2021 and 2020 was $46,482 and $68,237 respectively. Accounts payable and accrued liabilities – related party In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. Rent expense associated with the lease agreement was $50,400 and $50,400, respectively. As of December 31, 2021 and 2020 the Company had amounts due associated with the lease of $106,200 and $25,300, respectively. As of December 31, 2021 and 2020 the Company had received advances from a related party of $23,500 and $23,500, respectively. On February 20, 2021, the Company’s subsidiary Notation Labs, Inc entered into an agreement with a Company’s controlled by it’s CEO for consulting and advisory services. As part of the agreement the Company agreed pay $10,000 per month and issue 250,000 share upon execution of the agreement and 250,000 shares for each quarter thereafter. As of December 31, 2021, the Company has issued 1,000,000 shares under the agreement valued at $1,350,000 and the Company owed consulting fees of $70,000. On December 5, 2021 the Company entered into an agreement to $391,750 of accrued salaries for 783,500 shares of common stock (post-split) valued at $963,705. The loss on settlement of $571,956 was recorded as an offset to general and administrative expenses. |
ROYALTY LIABILITY WITH AFFILATE
ROYALTY LIABILITY WITH AFFILATES | 12 Months Ended |
Dec. 31, 2021 | |
ROYALTY LIABILITY WITH AFFILATES | |
ROYALTY LIABILITY WITH AFFILATES | NOTE 6 - ROYALTY LIABILITY WITH AFFILATES During the year ended December 31, 2021, the Company’s subsidiary Notation Labs, Inc issued a Royalty agreement which it offered 25% of the prospective gross margin of the Company’s leak detection devices currently in development or $20 per product sold when developed, whichever is greater, for $2,000,000 or $20,000 per unit each royalty unit representing 0.25% interest in the gross profit margin or $0.20 for each product sold, for seven years from commercial launch. Under the agreement if the Company enters into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity then: a) In years One through Three, the Royalty Agreement shall not be callable by the Company or its successor(s) b) For the remainder of the Royalty Term, at the discretion of the Company or its successor, the Royalty Agreement may be extinguished with payment from the Company or its successor(s) to the Purchasers which then equals the greater of (i) 250% of the original Subscription price per Unit, or (ii) Five (5) times the amount of the Royalty Payments to the Purchasers during the previous Accounting Period. As of the December 31, 2021 and 2020, the Company has raised a total of $460,000 and $0, respectively, under this agreement. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 7 - NOTES PAYABLE Notes payable consist of the following at: December 31, 2021 December 31, 2020 Note payable, secured, 12% interest, due June 1, 2022 $ 93,411 $ 249,027 Note payable, secured, 12% interest, due June 1, 2021 300,000 300,000 Note payable, secured, 12% interest, due June 2021 - 231,813 Notes payable, secured, 12% interest, due August 2021 - 258,207 Notes payable, secured, 30% interest, due June 2022 125,000 - Notes payable, secured, 12% interest, due April 2022 95,000 - Notes payable, secured, 10% interest, due June 2022 219,333 - Notes payable, secured, 12% interest, due August 2022 10,000 - Notes payable, secured, 10% interest, due on demand 21,340 - Notes payable, unsecured, 0% interest, due on demand 13,000 - Notes payable, secured, 12% interest, due December 2023 201,000 - Total Notes Payable $ 1,078,084 $ 1,039,047 Less unamortized debt discounts (56,367 ) (308,999 ) Total Notes Payable 1,021,717 730,048 Less current portion (820,717 ) (480,801 ) Total Notes Payable - long term $ 201,000 $ 249,247 On September 2, 2016, the Company issued a $100,000 12% promissory note. The note was due on September 1, 2017. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $25,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to July 1, 2020 (see below) for the issuance of 50,000 shares of common stock valued at $21,000, which was recognized as a debt discount over the extended maturity date. As of December 31, 2021, the full amounts of the debt discount have been amortized. On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on June 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800. On May 16, 2019, the maturity dates of both notes were extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. The Company recorded the fair market value of all the shares issued for extensions to financing cost. On January 1, 2020, the Company entered into an agreement to consolidate three notes payable above dated September 2, 2016 and February 2, 2018 into one $300,000, 12% note due June 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. As of December 31, 2021 and 2020 the balance of the note was $300,000 and $300,000, respectively. As of December 31, 2021 the note is in default. On June 11, 2020, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase common stock. The notes were due between May and August 2018 and bear interest of percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share. The notes were issued with warrants to purchase up to 160,000 shares of the Company’s common stock which were valued at $119,616. On May 16, 2019, the maturity date of the note was extended to January 11, 2020 for the issuance of 11,250 shares of common stock (post-Split) valued at $45,900. As of December 31, 2021, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $0. On January 30, 2019, the Company issued a $100,000 12% promissory note. The note was due on December 31, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares valued at $45,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to December 31, 2020 (see below) for the issuance of 6,875 shares of common stock(post-split) valued at $23,100 The Company recorded the fair market value of all the shares issued for extensions to financing cost. On January 1, 2020, the Company entered into an agreement to consolidate the above two notes payable dated June 11, 2018 and January 30, 2019 into one $260,000, 12% note due June 1, 2022. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250, which was recognized as a financing cost. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such, the Company recorded a loss on extinguishment of debt of $68,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the year ended December 31, 2021, the Company paid $155,616 to the noteholder, and the balance of note was $93,411 as of December 31, 2021. As of December 31, 2021 the note was in default. On June 2, 2020, the Company entered in to a $345,000 note payable, including an original issue discount of $34,500 promissory note. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $37,150 beginning on September 1, 2020. On September 6, 2020, the note was amended to increase the payments on the note to $41,420 and extended the first payment to October 2, 2020. In addition, as part of the amendment the Company can further extend the due date of the first payment with notice to the noteholder and payment of an extension fee of $4,142. The holder has the right upon an event of default to convert the note and accrued interest into common shares at the closing bid price on the date preceding the notice of conversion. As an incentive to enter into the agreement, the noteholder was also granted 183,511 shares (post-split) valued at $308,298, based on market value of the shares of $1.68 on the date of issuance which was recognized as a debt discount. During the year ended December 31, 2021, $146,511 of the discount was amortized and the note was shown net of unamortized discount of $0. During the year ended December 31, 2021, the Company paid $231,813 to the noteholder and the balance of note was $0 and $239,820 as of December 31, 2021 and 2020. On August 20, 2020, the Company entered in to a $278,000 note payable, including an original issue discount of $27,800 promissory note. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $31,136 beginning on November 18, 2020. The holder has the right upon an event of default to convert the note and accrued interest into common shares at the closing bid price on the date preceding the notice of conversion. As an incentive to enter into the agreement, the noteholder was also granted 125,365 shares(post-split) valued at $211,622, based on market value of the shares of $1.46 on the date of issuance which was recognized as a debt discount. During the year ended December 31, 2021, $259,182 of the discount was amortized and the note was shown net of unamortized discount of $47,560. During the year ended December 31, 2021, the Company paid $258,207 to the noteholder, and the balance of note was $0 and $250,200 as of December 31, 2021 and 2020, respectively. On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2021, the noteholder extended the due date to June 8, 2022 for $1,250. The Company made interest payments totaling $31,250 during the year ended December 31, 2021. As of December 31, 2021 and 2020 the balance of the note was $125,000 and $0, respectively. As of December 31, 2021 the note is in default. On March 12, 2021, the Company entered into a $101,125, 24% note payable due on July 12, 2021. As of December 31, 2021, the note was paid in full. On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2022. As of December 31, 2021 and 2020 the balance of the note was $95,000 and $0, respectively. On May 7, 2021, the Company entered into a $10,000, 12% note payable due on May 7, 2022. As of December 31, 2021, the note was paid in full. On June 28, 2021, the Company entered in to a $350,000 note payable, including an original issue discount of $56,892. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $39,200 beginning on August 6, 2021. As an incentive to enter into the agreement, the noteholder was also granted 157,834 shares valued at $169,198, based on market value of the shares on the date of issuance which was recognized as a debt discount. During the year ended December 31, 2021, $106,892 of the discount was amortized and the note was shown net of unamortized discount of $56,367. During the year ending December 31, 2021 the Company paid $130,667 to the shareholders and the balance of the note was $219,333 as of December 31, 2021. On August 18, 2021, the Company entered into a $10,000, 12% note payable due on August 18, 2022. As of December 31, 2021 and 2020 the balance of the note was $10,000 and $0, respectively. On September 3, 2021, the Company entered into a $150,000, 12% grid note payable that is due 30 days upon demand. As of the year ended December 31, 2021, the Company has received advances under the note of $21,340. On May 12, 2021, the Company entered into a $103,000, 24% note payable due on September 12, 2021. On July 12, 2021, the Company entered into a $98,000, 12% note payable due on November 12, 2021. On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a gain on extinguishment of debt of $15,643 associated with the deficit reacquisition cost of the new debt over the carrying value of the original debt. As of December 31, 2021 and 2020 the balance of the note was $201,000 and $0, respectively. On November 4, 2021, the Company entered into a $25,000, 0% note payable due on demand. During the year ending December 31, 2021 the Company paid $12,000 to the note holder and the balance was $13,000 and $0 as of December 31, 2021 and 2020, respectively. Interest expense including amortization of the associated debt discount for the years ended December 31, 2021 and 2020 was $577,374 and $384,109, respectively. Payroll Protection Program On May 4, 2020, we received funds under the Paycheck Protection Program, a part of the CARES Act. The loan is serviced by Bank of America, and the application for these funds required us to, in good faith, certify that the current economic uncertainty made the loan necessary to support our ongoing operations. We used the funds for payroll and related costs. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on our ability to adhere to the forgiveness criteria. The loan bears interest at a rate of 1.0% per annum and matures on May 4, 2022, with the first payment deferred until November 2020. Under the terms of the PPP, certain amounts may be forgiven if they are used in accordance with the CARES Act. The Company believes that the full amount of the $107,485 Paycheck Protection Program loan will be forgiven, and therefore, the entire loan is classified as a current liability in the accompanying Balance Sheet. As of December 31, 2021 the Company had paid $6,158 of principal and interest on the loan and the remainder of the note was forgiven in full. As of December 31, 2021, a gain on debt forgiveness of $101,327 had been recorded. Interest expense for the years ended December 31, 2021 and 2020 was $816 and $710, respectively. Convertible notes payable, net of debt discount consist of the following: December 31, 2021 December 31, 2020 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 Convertible note payable, secured, 12% interest, due May 2, 2022 100,000 100,000 Convertible note payable, secured, 10% interest, due May 2, 2021 in default 50,000 50,000 Convertible note payable, secured, 10% interest, due May 22, 2020, in default 5,000 5,000 Convertible note payable, secured, 12% interest, due Feb 15, 2021, in default 75,000 75,000 Convertible notes payable, secured, 4% interest, due October 14, 2020, in default 75,000 75,000 Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable ,12% interest, due May 2020, in default 162,750 168,750 Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable, secured, 8% interest - 44,060 Convertible note payable, secured, 10% interest, due October 17, 2021 - 23,000 Convertible note payable, secured, 8% interest, due April 30, 2022 - 26,000 Convertible note payable, secured, 10% interest, due May 1, 2022 350,000 350,000 Convertible note payable, secured, 10% interest, due October 18, 2022 - 26,083 Convertible notes payable, secured, 10% interest, due May through November 2022 - 435,000 Convertible note payable, secured, 12% interest, due January 6, 2022 30,382 - Convertible note payable, secured, 12% interest, due February 8, 2022 100,000 - Convertible notes payable, secured, 4% interest, due March 3, 2021, in default 25,000 - Convertible notes payable, secured, 10% interest, due December 2021, in default 10,000 - Total convertible notes payable 1,033,132 1,527,893 Less unamortized discounts (1,700 ) (465,719 ) Total convertible notes payable, net $ 1,031,432 $ 1,062,174 Less current portion (1,031,432 ) (970,839 ) Convertible notes payable, net - Long-term $ - $ 91,335 On June 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share (post-split). As of December 31, 2021 and 2020 the balance of the note was $50,000 and $50,000, respectively. On May 2, 2017, the Company issued $100,000 of principal amount of 12% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory and on August 1, 2020, for the issuance of $6,250 shares (post-split) valued at $10,000 based on market value of the shares of $1.6 (post-split) on the date of issuance, was further extended to February 1, 2021, and was again extended on April 20, 2021 to May 2, 2022 for the 12,500 shares (post-split) valued at $17,000, which is included in stock payable. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of December 31, 2021 and 2020 the balance of the note was $100,000 and $100,000, respectively. As of the date of filing the loan is in default. On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020, and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of December 31, 2021 and 2020 the balance of the note was $50,000 and $50,000, respectively. As of December 31, 2021 the loan was in default. On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 125 warrants (post-split) to purchase common stock at an exercise price of $8 (post-split). The note was due on May 22, 2020, and is currently in default secured by the Company’s accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes were issued with warrants to purchase up to 125 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of December 31, 2021 and 2020 the balance of the note was $5,000 and $5,000, respectively. On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020, and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021, for the issuance of 6,250 shares of common stock (post-split) valued at $8,995 and is currently in default. As of December 31, 2021 and 2020 the balance of the note was $75,000 and $75,000, respectively. On January 25, 2019, the Company issued a $100,000 8% convertible note. The note was due on March 1, 2019, and is convertible at a rate of $4 per share (post-split). On April 29, 2020, the note was amended to be due on demand but not before January 25, 2021 and the conversion price was changed to $0.80 per share (post-split). As consideration, the Company granted 140,000 three-year warrants exercisable at $1 per share (post-split) and valued at $21,836. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $34,086 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. Additionally, the reduction of the conversion price resulted in a beneficial conversion feature totaling $12,250. The noteholder is due two shares of common stock for every dollar funded. As of December 31, 2021, the noteholder advanced a total of $127,960 and is due 91,990 shares valued at $69,588, based on market value of the shares on the date of the agreement, and has made payments on the principal balance of $59,755. On November 30, 2021 the remaining principal balance of $68,205 and $8,122 of interest was converted into 231,294 shares of common stock (post-split) valued at $286,805 and a loss on settlement of notes of $210,478 was recorded. As of December 31, 2021, there was an outstanding balance on the note in the amount of $0. On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020, and is currently in default. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as a debt discount. As of December 31, 2021 and 2020 the balance of the note was $50,000 and $50,000, respectively. On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019 and is convertible at a rate of $4 per share (post-split). On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 625 shares (post-split) valued at $2,500, which was recognized as a debt discount. As of December 31, 2021, the shares have not been issued and were included in stock payable. As of December 31, 2021, the note was shown net of unamortized discount of $0. As of December 31, 2021 and 2020 the balance of the note was $25,000 and $25,000, respectively. On October 18, 2019, the Company issued a $23,000 10% convertible note. The note is due on October 17, 2021 and is convertible at a rate of $4 per share (post-split). As an incentive to enter into the agreement, the noteholder was also granted 5,750 shares (post-split) valued at $15,175, , which was recognized as a debt discount. During the year ended December 31, 2020, the Company restructured the note to reduce the conversion price to $0.80 per share (post-split) and the noteholder advanced another $6,000. As consideration, the Company issued an additional 1,500 shares of common stock (post-split) valued at $4,560 and 29,000 warrants (post-split) valued at $82,131. As of December 31, 2021 the note was paid in full and the recorded balance was $0. On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. On the date of default, the Company incurred a default penalty of 50% of the balance of the note amounting to $54,250. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares (post-split) valued at $175,070. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $192,226, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $168,500 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $104,041 was recognized as a financing cost on the Statement of Operations. As of December 31, 2021, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. As of December 31, 2021, the fair value of the derivative liability associated with the note of $152,451 was reclassified to additional paid in capital. For the years ended December 31, 2021 and 2020, the Company recorded amortization of the debt discount of $0 and $129,401, respectively. As of December 31, 2021, $168,500 of the debt discount has been amortized and the note was shown net of unamortized discount of $0. As of December 31, 2021 and 2020 the balance of the note was $162,750 and $168,750, respectively. On January 8, 2020, the Company issued a $26,083 convertible note. The note was due on January 8, 2022 and is convertible at a rate of $0.80 per share (post-split). On November 19, 2021, the noteholder agreed to extend the note through October 18, 2022. As an incentive to enter into the agreement, the noteholder was also granted 13,338 shares valued at $16,673. As an incentive to enter into the agreement, the noteholder was also granted 6,521 shares (post-split) and 26,083 2-year warrants exercisable at $1 (post-split). The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $26,083, including $13,203 attributable to the conversion feature, $10,566 attributable to the warrants, and $2,313 was attributable to the shares. The excess fair value of the consideration given of $19,823 was recorded as financing expense. On November 22, 2021 the remaining principal balance of $26,083 and $4,881 of accrued interest were converted into 82,570 shares of the Company’s common stock valued at $92,066, and a loss on settlement of debt of $61,102 was recorded. For the years ended December 31, 2021 and 2020, the Company recorded amortization of the debt discount of $13,509 and $12,574, respectively. As of December 31, 2021 and 2020 the balance of the note was $0 and $26,083, respectively. On April 30, 2020, the Company issued a $100,000 8% convertible note. The note is due on April 30, 2022 and is convertible at a rate of $1 per share (post-split) which resulted in a discount from the beneficial conversion feature totaling 20,250. The note holder is due one quarter (1/4) of a shares of common stock and one three-year warrant exercisable at a rate of $1 (post-split) for every dollar funded. As of December 31, 2021, the noteholder advanced a total of $26,000 and is due 6,500 shares (Post split) valued at $7,740, based on market value of the shares on the date of funding and 208,000 warrants valued at $26,000 which was recorded as financing expense. For the year ended December 31, 2021 and 2020, the Company recorded amortization of the debt discount of $20,278 and $0, respectively. As of December 31, 2021 and 2020, the note had a balance of $0 and $26,000, respectively. On May 5, 2020, the Company issued a $350,000 10% convertible note. The note is due on May 1, 2020 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. For years ended December 31, 2021 and 2020, the Company recorded amortization of the debt discount of $82,545 and $166,455, respectively. As of December 31, 2021, the note was shown net of unamortized discount of $0. As of December 31, 2021 and 2020 the balance of the note was $350,000 and $350,000, respectively. As of December 31, 2021, we issued secured convertible promissory notes in the aggregate principal amount of $560,000 to several accredited investors through a private placement of which $125,000 in notes were issued during the years ended December 31, 2021 including a original issue discount of $30,050. The convertible notes bear interest at a rate of 10% per annum, mature two years from issuance. The notes and accrued interest are convertible at the option of the noteholder into our common stock at $1 per share (post-split). As an incentive to enter into the agreements the Company also issued 560,000 three-year warrants exercisable at $1 per share (post-split) The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $537,919, including $178,565 attributable to the conversion feature, $329,304 attributable to the warrants, which was recorded as a debt discount. During the years ended December 31, 2021 and 2020, $458,316 and $79,603 of the discount was amortized, respectively. During the year ended December 31, 2021, $560,000 of principal and $66,400 of interest were converted into 625,916 shares of the Company’s common stock, and the balance of the notes was $0. As of December 31, 2021 and 2020 the balance of the notes was $0 and $435,000, respectively. As part of the private placement, the Company paid a consultant a $50,000 retainer and commissions equivalent to 10% of the gross proceeds received from the issuance of convertible notes which were recorded as financing cost. On January 6, 2021, the Company entered into a $275,000, 10% convertible note payable due January 6, 2022, including an original issue discount of $35,000. The note is convertible into shares of common stock equal to the closing bid price of common stock on the trading day immediately preceding the date of conversion. On February 7, 2021 and granted the noteholder an additional 122,857 shares of common stock (post-split) valued $167,086 and 19,000 five-year warrants exercisable at $1 (post-split) valued at $30,400. During the year ended December 31, 2021 the Company made payments totaling $244,618 in principal, and the balance of the loan as of December 31, 2021 was $30,382. During the year ended December 31, 2021, $232,486 of the discount was amortized and the note was shown net of unamortized discount of $0. As of December 31, 2021 and 2020 the balance of the note was $30,382 and $0, respectively. On February 8, 2021, the Company entered into an agreement to consolidate two notes payable above dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022. The note is convertible into shares of common stock at a conversion price of $.80 per share (post-split). As consideration the Company issued the note holder 12,500 shares of common stock (post-split) valued at $20,000 which was recorded as financing expense. As of the December 31, 2021, the share were not issued and included in stock payable. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $20,000 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. As of December 31, 2021 the balance of the note was $100,000. On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.80 per share (post-split). For the year ended December 31, 2021, the Company recorded amortization of the debt discount of $8,301 and $0. As of December 31, 2021, the note was shown net of unamortized discount of $1,700. As of December 31, 2021 the balance of the note was $25,000. On June 15, 2021, the Company entered into a $10,000, 10% note payable due on December 15, 2021. The note is convertible at $0.80 per share (post-split). As an inducement to enter into the agreement the Company also granted the noteholder 6,875 shares of common stock (post-split). The issuance of the note and shares resulted in a discount from the beneficial conversion feature totaling $5,699, including $2,151 attributable to the conversion feature and $3,548 was attributable to the shares. For the year ended December 31, 2021, the Company recorded amortization of the debt discount of $5,699. As of December 31, 2021, the note balance was $10,00 and was shown net of unamortized discount of $0. Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the years ended December 31, 2021 and 2020 was $1,037,108 and $1,013,972, respectively. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
DERIVATIVE LIABILITY | |
DERIVATIVE LIABILITY | NOTE 8 - DERIVATIVE LIABILITY The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The Company has determined that all convertible debt has variable conversion, however the shareholders with the controlling votes have agreed to increase the authorized shares in case the Company needs to convert the notes. Therefore, the conversion feature is not required to be bifurcated under ASC 815. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Operating Lease Agreements The Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978. The discount rate utilized for classification and measurement purposes as of the inception date of the lease is based on the Company’s collateralized incremental interest rate to borrow of 12%, as the rate implicit in the lease is not determinable. During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. Undiscounted Cash Flows As of December 31, 2021, the right of use asset and lease liability were shown on the consolidated balance sheet at $17,744 and $19,960, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of December 31, 2021: Amounts due as of December 31, 2021 Operating Leases 2021 - 2022 21,370 Total minimum lease payments $ 21,370 Less: effect of discounting (1,410 ) Present value of future minimum lease payments $ 19,960 Less: current obligations under leases (19,960 ) Long-term lease obligations $ - Legal Matter On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of December 31, 2021, $5,000 was paid and $20,000 remained due. |
STOCK WARRANTS
STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
STOCK WARRANTS | |
STOCK WARRANTS | NOTE 10 - STOCK WARRANTS On January 18, 2021, the Company granted 19,000 (post-split) 3 years warrants exercisable at $1.00 per share with the issuance of a convertible note payable, valued at $30,400. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.20; b) risk-free rate of 0.46%; c) volatility factor of 419%; d) dividend yield of 0%. On January 22, 2021, the Company granted 75,000 (post-split) 3 years warrants exercisable at $1.00 per share with the issuance of a convertible note payable, valued at $27,873. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.27; b) risk-free rate of 0.13%; c) volatility factor of 220%; d) dividend yield of 0%. On February 2, 2021, the Company granted 50,000 (post-split) 3 years warrants exercisable at $8.00 per share with the issuance of a convertible note payable, valued at $18,688. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.28; b) risk-free rate of 0.11%; c) volatility factor of 220%; d) dividend yield of 0%. On February 8, 2021, the Company issued 18,750 shares of common stock and 18,750 warrants for cash proceeds of $15,000. On February 24, 2021, the Company issued 137,500 shares of common stock and 137,500 warrants for cash proceeds of $110,000. On February 11, 2021, the Company granted 125,000 3 years warrants (post-split) exercisable at $1.00 per share in connection with a consulting agreement, valued at $213,817. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.21; b) risk-free rate of 0.19%; c) volatility factor of 376%; d) dividend yield of 0%. On February 17, 2021, the Company sold 62,500 shares of common stock (post-split) and 62,500 warrants (post-split) for cash proceeds of $50,000. On June 1, 2021, the Company granted 125,000 3 years warrants (post-split) exercisable at $1.00 per share in connection with the modification of a debt agreement, valued at $150,163. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.16; b) risk-free rate of 0.31%; c) volatility factor of 209%; d) dividend yield of 0%. On June 22, 2021, the Company sold 375,000 shares of common stock (post-split) and 375,000 warrants (post-split) for cash proceeds of $50,000. On July 9, 2021, the Company sold 12,500 shares of common stock (post-split) and 12,500 warrants (post-split) for cash proceeds of $10,000. On July 12, 2021, the Company sold 12,500 shares of common stock (post-split) and 12,500 warrants (post-split) for cash proceeds of $10,000. On August 23, 2021, the Company sold 12,500 shares of common stock (post-split) and 12,500 warrants (post-split) for cash proceeds of $15,000. On September 30, 2021, the Company sold 112,500 shares of common stock (post-split) and 112,500 warrants (post-split) for cash proceeds of $90,000. The following is a summary of stock warrants activity during the period ended December 31, 2021. Number of Shares Weighted Average Exercise Price Balance, December 31, 2020 1,848,985 $ 2.16 Warrants granted and assumed 1,144,000 $ 1.00 Warrants expired - - Warrants canceled - - Warrants exercised (482,500 ) $ 1.00 Balance outstanding and exercisable, December 31, 2021 2,510,485 $ 1.85 The following is a summary of stock warrants activity during the period ended December 31, 2020. Number of Shares Weighted Average Exercise Price Balance, December 31, 2019 309,765 $ 8.00 Warrants granted and assumed 1,747,470 $ 1.84 Warrants expired - - Warrants canceled (208,250 ) $ 8.00 Warrants exercised - - Balance outstanding and exercisable, December 31, 2020 1,848,985 $ 2.16 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 11 - INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following at December 31, 2021 and 2020: 2021 2020 Deferred income tax assets: $ 12,899,777 $ 11,980,119 Valuation allowance (12,899,777 ) (11,980,119 ) Net deferred tax asset $ - $ - Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2021 and 2020: 2021 2020 Effective Tax Rate Reconciliation: Federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 0.0 % 0.0 % Change in valuation allowance (21.0 )% (21.0 )% Effective tax rate 0.0 % 0.0 % As of December 31, 2021, the Company had net operating loss carryforwards of approximately $61,427,510 and net operating loss carryforwards expire in 2022 through 2030. The current year’s net operating loss will carryforward indefinitely, limited to 80% of the current year taxable income. The current income tax benefit of $915,458 generated for the year ended December 31, 2021 was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the Company’s ability to generate sufficient taxable income to utilize the net operating loss carryforwards which is the only significant component of deferred taxes. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of December 31, 2021 and 2020 the Company has no unrecognized uncertain tax positions, including interest and penalties. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 12 - STOCKHOLDERS’ EQUITY The Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate. On September 27, 2021, FINRA approved a 1-for-8 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors. The Company’s equity transactions have been retroactively restated to reflect the effect of the stock split. The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020, the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable. On January 6, 2021, the Company issued 122,858 (post-split) shares of common stock valued $167,086 in connection with a notes payable dated January 6, 2021. On February 4, 2021, the Company issued 271,875 (post-split) shares for services valued at $588,250. On February 8, 2021, the Company issued 18,750 (post-split) shares of common stock and 18,750 warrants (post-split) for cash proceeds of $15,000. On February 8, 2021, the Company issued 7,500 (post-split) shares for services valued at $12,800. On February 8, 2021, the Company entered into an agreement to consolidate two $50,000 notes payable dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022 convertible at $0.10 per share. As consideration the Company is to issue the note holder 12,500 shares of common stock (post-split) valued at $20,000. As of December 31, 2021, the shares have not been issued. On February 17, 2021, the Company issued 14,540 shares (post-split) valued at $20,604 in connection with shares due from a certain note payable dated January 25, 2019 and included in stock payable as of December 31, 2020. On February 17, 2021, the Company issued 4,375 shares (post-split) for services valued at $11,200. On February 17, 2021, the Company sold 200,000 shares of common stock (post-split) and 200,000 warrants for cash proceeds of $160,000. On February 24, 2021, the Company issued 62,500 shares (post-split) valued at $60,000 to extend a certain note payable dated January 25, 2019. On February 24, 2021, the Company issued 487,500 shares (post-split) for services valued at $765,000. On March 8, 2021, the Company sold 6,250 shares of common stock (post-split) for cash proceeds of $5,000. As of the date of filing the shares have not been issued and included in stock payable. As of March 31, 2021, the Company owed a certain note holder February 17, 2021, the Company issued 14,540 shares (post-split) valued at $20,604 in connection with shares due from a certain note payable dated January 25, 2019 and included in stock payable as of December 31, 2021. On April 20, 2021, the noteholder of a certain note dated May 2, 2017, agreed to extend the maturity date of the note to May 2, 2022, for 12,500 shares of common stock (post-split) valued at $17,000. As of December 31, 2021, these shares were not issued and included in Stock payable. On April 30, 2021, the noteholder of a certain note dated May 2, 2020, agreed to extend the maturity date of the note to May 2, 2022, for 12,500 shares of common stock (post-split) valued at $20,000. On June 15, 2021, the Company issued 275,000 shares of common stock (post-split) valued at $440,000, related to the settlement of a certain related party note dated February 5, 2020. On June 15, 2021, the Company issued 250,000 shares of common stock (post-split) for cash proceeds of $200,000 that was received on March 17, 2021. On June 15, 2021, the Company sold 187,500 shares of common stock (post-split) for cash proceeds of $150,000 which was received during the year ended December 31, 2020 and included in stock payable. On June 15, 2021, the Company sold 99,074 shares of common stock (post-split) for cash proceeds of $79,259. On June 15, 2021, the Company issued 5,200 shares of common stock (post-split) valued at $5,824, in connection with an additional $20,800 advances received on March 3, 2021 related to a certain note payable dated January 25, 2019. In addition the lender also advanced $27,500 during the year ended December 31, 2021 in connection with the note and was due an additional 6,875 shares valued at $7,450 which have not been issued and included in stock payable. On June 15, 2021, the Company entered into a $10,000, 10% note payable due on December 15, 2021. The note is convertible at $0.80 per share. As an inducement to enter into the agreement the Company also granted the noteholder 6,875 shares of common stock (post-split) valued at $10,000. On June 28, 2021, the Company entered into a $350,000, 10% note payable due on June 28, 2022. As an inducement to enter into the agreement, the Company also granted the noteholder 157,834 shares of common stock (post-split) valued at $169,198 which were issued on July 12, 2021. On July 1, 2021, the Company issued 500,000 shares of common stock (post-split) for cash proceeds of $315,000. On July 7, 2021, the Company issued 403,125 shares (post-split) for services valued at $584,750. On August 4, 2021, the Company issued 37,500 shares of common stock (post-split) for cash proceeds of $35,000. On August 4, 2021, the Company issued 300,000 shares (post-split) for services valued at $359,000. On September 15, 2021, the Company issued 3,750 shares of common stock (post-split) valued at $4,500, in connection with an additional $15,000 advance received on related to a certain note payable dated January 25, 2019. On September 15, 2021, the Company issued 40,000 shares (post-split) for services valued at $44,800. On September 16, 2021, the Company issued 370,000 shares (post-split) for services valued at $545,400. On October 5, 2021, the Company issued 6,250 shares of common stock (post-split) valued at $5,019 for services. On October 15, 2021, the Company issued 3,125 shares of common stock (post-split) valued at $3,125 for services. On October 20, 2021, the Company issued 41,250 shares of common stock (post-split) valued at $57,388 for services. On October 20, 2021, the Company entered into an agreement with a note holder to convert $300,000 of the principal balance of the note and $166,048 in accrued interest to extend the payment date of the first interest payment of $54,994 to January 2, 2023. As consideration, the Company issued the noteholder 750,000 shares of common stock valued at $1,042,500. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $576,452 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. Additionally, per the agreement, the Company agreed to issue 2,100,000 shares of common stock valued at $2,919,000 to secure a standby letter of credit as security for the Company’s manufacturing vendors. As of December 31, 2021, the Company had issued 1,050,000 shares valued at $1,459,500 and the additional 1,050,000 valued at $1,459,500 were recorded as stock payable. On October 29, 2021, the Company issued 12,500 shares of common stock (post-split) valued at $16,124 for services. On November 1, 2021, the Company issued 337,500 shares of common stock (post-split) valued at $428,625 for services. On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 which was recorded as financing expense. On November 15, 2021, the Company received and cancelled 88,000 shares of common stock that had previously been issued as commitment shares for a note payable. On November 17, 2021, the Company issued 112,500 shares of common stock (post-split) for cash proceeds of $90,000. On November 19, 2021, the Company issued 62,500 shares of common stock (post-split) for cash proceeds of $50,000. On November 19, 2021, the Company issued 13,338 shares of common stock (post-split) valued at $16,673 for financing costs. On November 22, 2021, the Company issued 6,250 shares of common stock (post-split) valued at $6,969 for services. On November 22, 2021, the remaining principal balance of $26,083 and $4,881 of accrued interest of a certain note payable dated January 8, 2020 were converted into 82,570 shares of the Company’s common stock valued at $92,066, and a loss on settlement of debt of $61,102 was recorded. On November 24, 2021, the Company issued 187,500 shares of common stock (post-split) for cash proceeds of $150,000. On November 26, 2021, the Company issued 200,000 shares of common stock (post-split) valued at $234,000 for services. On November 29, 2021, the Company issued 12,500 shares of common stock (post-split) valued at $24,000 for services provided in a prior period. On November 29, 2021, the Company issued 31,250 shares of common stock (post-split) valued at $49,750 for services. On November 30, 2021, the Company issued 205,000 shares of common stock (post-split) valued at $254,200 for services. On November 30, 2021, the remaining principal balance of $68,205 and $8,122 of interest of a certain note payable dated January 25, 2019 was converted into 231,294 shares of common stock valued at $286,805 and a loss on settlement of notes of $210,478 was recorded. On December 1, 2021, the Company issued 959,000 shares of common stock (post-split) valued at $1,179,570 for services. On December 1, 2021, the Company issued 158,080 shares of common stock to convert $137,500 in principal and $20,565 in interest of outstanding convertible notes payable. On December 2, 2021, the Company issued 270,000 shares of common stock (post-split) and received cash proceeds of $270,000 in relation to the exercise of warrants. On December 2, 2021, the Company issued 340,000 shares of common stock (post-split) valued at $418,200 for services. On December 2, 2021, the Company issued 311,779 shares of common stock to convert $282,500 in principal and $29,779 in interest of outstanding convertible notes payable. On December 3, 2021, the Company issued 15,000 shares of common stock (post-split) and received cash proceeds of $15,000 in relation to the exercise of warrants. On December 3, 2021, the Company issued 17,199 shares of common stock to convert $15,000 in principal and $2,199 in interest of outstanding convertible notes payable. On December 4, 2021, the Company issued 97,500 shares of common stock (post-split) and received cash proceeds of $97,500 in relation to the exercise of warrants. On December 4, 2021, the Company issued 40,139 shares of common stock (post-split) valued at $49,371 for financing costs. On December 4, 2021, the Company issued 82,747 shares of common stock to convert $75,000 in principal and $7,747 in interest of outstanding convertible notes payable. On December 5, 2021, the Company issued 783,500 shares of common stock (post-split) valued at $963,705 to settle $391,750 of accrued salaries and recorded in general and administrative expenses of $571,956. On December 5, 2021, the Company issued 125,000 shares of common stock (post-split) valued at $153,750 for services. On December 6, 2021, the Company issued 145,000 shares of common stock (post-split) valued at $178,350 for services. On December 6, 2021, the Company issued 28,816 shares of common stock to convert $25,000 in principal and $3,815 in interest of outstanding convertible notes payable. On December 7, 2021, the Company issued 370,000 shares of common stock (post-split) valued at $518,990 for services. On December 10, 2021, the Company issued 27,295 shares of common stock to convert $25,000 in principal and $2,295 in interest of outstanding convertible notes payable. On December 17, 2021, the Company issued 25,000 shares of common stock (post-split) and received cash proceeds of $25,000 in relation to the exercise of warrants. On December 31, 2021, the Company agreed to issue 100,000 shares of common stock (post-split) valued at $148,990 for services. As of December 31, 2021 the shares were not issued and were recorded as stock payable. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | NOTE 13 - SUBSEQUENT EVENT On January 24, 2022, the Company completed the spin-off of its subsidiary Notation Labs Inc into a stand-alone publicly traded company. On August 20, 2020, each holder of the common stock received one share of Notation labs, Inc common stock for every four shares of the Company’s common stock held at the close of business on December 10, 2021, the record date of the distribution. On July 14, 2022, the Company entered into a $750,000, 12% line of credit with a Company controlled by a shareholder that is due on December 15,2023 and convertible into shares of the Company’s common stock at $0.325 per share. On February 22, 2022, the Company entered into a $385,000, 12% convertible note payable including an original issue discount of $35,000 due on February 22, 2023. The note is convertible into shares of common stock equal to the closing bid price of common stock on the trading day immediately preceding the date of conversion. In order to secure the loan, the Company agreed to issue two tranches of commitment shares, 34,782 shares of common stock valued at $39,999 for the first commitment shares, and 130,434 shares of common stock valued at $149,999 for the second commitment shares. On July 28, 2022, the Company agreed to increase the principal of the loan to $414,634 in order to extend the maturity date of the loan to December 22, 2023. On March 14, 2022, the Company issued 5,000 shares of the Company’s common stock valued at $5,000 for services. On May 1, 2022, the Company issued 75,000 shares (post-split) to extend a certain note payable dated May 1, 2020. On May 2, 2022, the Company issued 12,500 shares (post-split) to extend a certain note payable dated May 2, 2017. On June 1, 2022, the Company agreed to issue 100,000 shares (post-split) to extend a certain note payable dated February 2, 2018. As of October 17, 2022, the shares had not yet been issued. On July 14, 2022, the Company entered into a $500,000, 12% line of credit with a Company controlled by a shareholder that is due on December 15,2023 and convertible into shares of the Company’s common stock at $0.08 per share. On August 1, 2022, the Company received and cancelled 126,440 shares of common stock valued at $158,050 that had previously been issued as commitment shares for a note payable. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Organization | The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. |
Principles of consolidation | The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On August 20th, 2020 the Company formed a wholly owned subsidiary, Notation Labs, Inc. All significant inter-company transactions and balances have been eliminated. |
Reclassifications | Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Cash and cash equivalents | For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Stock-based compensation | The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. |
Income Taxes | The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2021 and 2020. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. |
Earnings per share | The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. Potential equivalent shares of Common Stock as of December 31, 2021 that have been excluded from the computation of diluted net loss per share amounted to 3,461,400 shares of Common Stock, which included 2,510,485 shares of Common Stock underlying outstanding warrants and 950,915 shares of Common Stock underlying outstanding convertible notes payable. |
Accounts receivable | Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $179,381 and $182,191 at December 31, 2021 and 2020, respectively. |
Inventory | Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value). |
Revenue recognition | We recognize revenue in accordance with ASC 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue recognition occurs at the time the product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable. |
Fair value of financial instruments | The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2021 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at December 31, 2021 and 2020. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2021: Level 1 Level 2 Level 3 Total Liabilities Financial Instruments $ - $ - $ - $ - Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 302,249 $ 302,249 As of December 31, 2020, the Company’s stock price was $0.20, risk-free discount rate of 0.08% and volatility of 270.79% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance December 31, 2019 $ 613,716 Debt discount originated from derivative liabilities 261,845 Derivative reclassed to additional paid in capital (526,452 ) Change in fair market value of derivative liabilities (46,860 ) Balance December 31, 2020 $ 302,249 Change in fair market value of derivative liabilities (149,798 ) Derivative liability reclassified to additional paid in capital (152,451 ) Balance December 31, 2021 $ - |
Recent Accounting Pronouncements | In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
fair value on a recurring basis are summarized below as of December 31, 2021 | Level 1 Level 2 Level 3 Total Liabilities Financial Instruments $ - $ - $ - $ - |
fair value on a recurring basis are summarized below as of December 31, 2020 | Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 302,249 $ 302,249 |
fair value on a recurring basis using significant unobservable inputs | Amount Balance December 31, 2019 $ 613,716 Debt discount originated from derivative liabilities 261,845 Derivative reclassed to additional paid in capital (526,452 ) Change in fair market value of derivative liabilities (46,860 ) Balance December 31, 2020 $ 302,249 Change in fair market value of derivative liabilities (149,798 ) Derivative liability reclassified to additional paid in capital (152,451 ) Balance December 31, 2021 $ - |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Inventories | December 31, 2021 December 31, 2020 Finished goods 119,418 24,654 Total $ 119,418 $ 24,654 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
Accounts receivable | December 31, 2021 December 31, 2020 Accounts receivable 184,805 292,157 Allowance for doubtful accounts (179,381 ) (182,191 ) Total $ 5,424 $ 109,966 |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY (Tables) | |
RELATED PARTY | December 31, 2021 December 31, 2020 Note payable, secured, 5% interest, due May 2022 $ 4,350 $ 4,350 Note payable, secured, 11% interest, due January 2023 - 500,000 Note payable, secured, 12% interest, due May 2030 110,500 65,000 Note payable, secured, 12% interest, due April 2022 102,000 - Note payable, unsecured, 0% interest, due on demand 200,000 - Total Notes Payable - related party $ 416,850 $ 569,350 Less unamortized debt discounts - - Total Notes Payable 416,850 569,350 Less current portion (306,350 ) (69,350 ) Total Notes Payable - long term $ 110,500 $ 500,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE (Tables) | |
Notes payable | December 31, 2021 December 31, 2020 Note payable, secured, 12% interest, due June 1, 2022 $ 93,411 $ 249,027 Note payable, secured, 12% interest, due June 1, 2021 300,000 300,000 Note payable, secured, 12% interest, due June 2021 - 231,813 Notes payable, secured, 12% interest, due August 2021 - 258,207 Notes payable, secured, 30% interest, due June 2022 125,000 - Notes payable, secured, 12% interest, due April 2022 95,000 - Notes payable, secured, 10% interest, due June 2022 219,333 - Notes payable, secured, 12% interest, due August 2022 10,000 - Notes payable, secured, 10% interest, due on demand 21,340 - Notes payable, unsecured, 0% interest, due on demand 13,000 - Notes payable, secured, 12% interest, due December 2023 201,000 - Total Notes Payable $ 1,078,084 $ 1,039,047 Less unamortized debt discounts (56,367 ) (308,999 ) Total Notes Payable 1,021,717 730,048 Less current portion (820,717 ) (480,801 ) Total Notes Payable - long term $ 201,000 $ 249,247 |
Convertible notes payable | December 31, 2021 December 31, 2020 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 Convertible note payable, secured, 12% interest, due May 2, 2022 100,000 100,000 Convertible note payable, secured, 10% interest, due May 2, 2021 in default 50,000 50,000 Convertible note payable, secured, 10% interest, due May 22, 2020, in default 5,000 5,000 Convertible note payable, secured, 12% interest, due Feb 15, 2021, in default 75,000 75,000 Convertible notes payable, secured, 4% interest, due October 14, 2020, in default 75,000 75,000 Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable ,12% interest, due May 2020, in default 162,750 168,750 Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable, secured, 8% interest - 44,060 Convertible note payable, secured, 10% interest, due October 17, 2021 - 23,000 Convertible note payable, secured, 8% interest, due April 30, 2022 - 26,000 Convertible note payable, secured, 10% interest, due May 1, 2022 350,000 350,000 Convertible note payable, secured, 10% interest, due October 18, 2022 - 26,083 Convertible notes payable, secured, 10% interest, due May through November 2022 - 435,000 Convertible note payable, secured, 12% interest, due January 6, 2022 30,382 - Convertible note payable, secured, 12% interest, due February 8, 2022 100,000 - Convertible notes payable, secured, 4% interest, due March 3, 2021, in default 25,000 - Convertible notes payable, secured, 10% interest, due December 2021, in default 10,000 - Total convertible notes payable 1,033,132 1,527,893 Less unamortized discounts (1,700 ) (465,719 ) Total convertible notes payable, net $ 1,031,432 $ 1,062,174 Less current portion (1,031,432 ) (970,839 ) Convertible notes payable, net - Long-term $ - $ 91,335 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES (Tables) | |
Undiscounted Cash Flows | Amounts due as of December 31, 2021 Operating Leases 2021 - 2022 21,370 Total minimum lease payments $ 21,370 Less: effect of discounting (1,410 ) Present value of future minimum lease payments $ 19,960 Less: current obligations under leases (19,960 ) Long-term lease obligations $ - |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCK WARRANTS (Tables) | |
summary of stock warrants activity during the period ended December 31, 2021 | Number of Shares Weighted Average Exercise Price Balance, December 31, 2019 309,765 $ 8.00 Warrants granted and assumed 1,747,470 $ 1.84 Warrants expired - - Warrants canceled (208,250 ) $ 8.00 Warrants exercised - - Balance outstanding and exercisable, December 31, 2020 1,848,985 $ 2.16 |
summary of stock warrants activity during the period ended December 31, 2020 | Number of Shares Weighted Average Exercise Price Balance, December 31, 2020 1,848,985 $ 2.16 Warrants granted and assumed 1,144,000 $ 1.00 Warrants expired - - Warrants canceled - - Warrants exercised (482,500 ) $ 1.00 Balance outstanding and exercisable, December 31, 2021 2,510,485 $ 1.85 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Deferred income taxes reflect the net tax effects | 2021 2020 Deferred income tax assets: $ 12,899,777 $ 11,980,119 Valuation allowance (12,899,777 ) (11,980,119 ) Net deferred tax asset $ - $ - |
Reconciliation between the statutory rate and the effective tax rate | 2021 2020 Effective Tax Rate Reconciliation: Federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 0.0 % 0.0 % Change in valuation allowance (21.0 )% (21.0 )% Effective tax rate 0.0 % 0.0 % |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Liability | $ 0 | $ 302,249 | $ 613,716 |
Level 1 [Member] | |||
Derivative Liability | 0 | 0 | |
Level 2 [Member] | |||
Derivative Liability | 0 | 0 | |
Level 3 [Member] | |||
Derivative Liability | $ 0 | $ 302,249 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | ||
Derivative Liability | $ 302,249 | $ 613,716 |
Change in fair market value of derivative liabilities | (149,798) | |
Debt discount originated from derivative liabilities | 261,845 | |
Derivative reclassed to additional paid in capital | (152,451) | (526,452) |
Change in fair market value of derivative liabilities | (46,860) | |
Derivative Liability | $ 0 | $ 302,249 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | 24 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | ||
Common Stock outstanding convertible notes | 950,915 | |
Allowance for doubtful accounts | $ 182,191 | $ 179,381 |
Stock price | $ 0.20 | |
Common Stock outstanding warrants | 2,510,485 | |
Diluted net loss per share | 3,461,400 | |
Risk free interest rate | 0.08% | |
Volatility rate | 270.79% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOING CONCERN (Details Narrative) | ||
Accumulated deficit | $ (60,372,841) | $ (42,993,071) |
Cash and cash equivalents | 59,726 | |
Net loss | (17,379,770) | $ (10,567,089) |
Net cash used in operating activities | $ 2,431,848 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INVENTORY (Details) | ||
Total | $ 119,418 | $ 24,654 |
Finished goods | $ 119,418 | $ 24,654 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ACCOUNTS RECEIVABLE, NET | ||
Accounts receivable | $ 184,805 | $ 292,157 |
Allowance for doubtful accounts | (179,381) | (182,191) |
Total | $ 5,424 | $ 109,966 |
RELATED PARTY (Details )
RELATED PARTY (Details ) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes payable to related parties,gross | $ 416,850 | $ 569,350 |
Less unamortized debt discount | 0 | 0 |
Total notes payable | 416,850 | 569,350 |
Less current portion | (306,350) | (69,350) |
Total notes payable-long term | 110,500 | 500,000 |
Note payable to related parties,gross | 110,500 | 500,000 |
Note payable Secured 11%interest due January 2023 [Member] | ||
Note payable to related parties,gross | 0 | 500,000 |
Note payable Secured 5%interest due May 2022 [Member] | ||
Note payable to related parties,gross | 4,350 | 4,350 |
Note payable Secured 12%interest due May 2030 [Member] | ||
Note payable to related parties,gross | 110,500 | 65,000 |
Note payable Secured 12%interest due April 2022 [Member] | ||
Note payable to related parties,gross | 102,000 | 0 |
Note Payable Unsecured 0% interest due on demand [Member] | ||
Note payable to related parties,gross | $ 200,000 | $ 0 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2021 | Feb. 05, 2020 | Dec. 05, 2021 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2021 | Dec. 06, 2021 | Dec. 04, 2021 | Dec. 03, 2021 | Dec. 02, 2021 | Dec. 01, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Nov. 22, 2021 | Oct. 20, 2021 | Oct. 14, 2021 | Sep. 15, 2021 | Apr. 30, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Feb. 24, 2021 | Feb. 20, 2021 | Feb. 17, 2021 | Jan. 06, 2021 | Jan. 04, 2021 | Apr. 30, 2020 | Feb. 19, 2020 | Aug. 02, 2016 | |
Notes payable due to officers and directors | $ 114,850 | $ 114,850 | $ 69,350 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 1,725,879 | ||||||||||||||||||||||||||||
Conversion of principal balance of note | $ 400,000 | $ 200,000 | |||||||||||||||||||||||||||
First interest payment of note | $ 54,994 | ||||||||||||||||||||||||||||
Shares of common stock issued | 20,217,577 | 20,217,577 | 9,225,621 | 27,295 | 28,816 | 82,747 | 17,199 | 311,779 | 158,080 | 231,294 | 82,570 | 2,100,000 | 200,000 | 175,000 | |||||||||||||||
Company issued noteholder shares of common stock | $ 2,200,000 | ||||||||||||||||||||||||||||
Common stock valued | 1,240,000 | 440,000 | |||||||||||||||||||||||||||
Loss on extinguishment of debt on reacquisition cost of new debt | $ 240,000 | ||||||||||||||||||||||||||||
Company controlled by the CEO | $ 150,000 | ||||||||||||||||||||||||||||
Received advances from the company | 102,000 | $ 0 | |||||||||||||||||||||||||||
Settlement of convertible note payable | $ 0 | 900,000 | $ 0 | $ 91,335 | |||||||||||||||||||||||||
Accrued interest | $ 312,006 | ||||||||||||||||||||||||||||
Issued warrants | $ 1,000,000 | ||||||||||||||||||||||||||||
Warrants exercisable | $ 0.50 | ||||||||||||||||||||||||||||
Value of warrants | $ 781,755 | ||||||||||||||||||||||||||||
Issuance of new promissory note | 500,000 | ||||||||||||||||||||||||||||
Description of note payments | The new note is due in two payments, $250,000 January 2, 2022 and $250,000 on January 2, 2023. Interest will accrue from the date of this Note on the unpaid and outstanding Principal balance to be paid as follows: (a) Fifty-Four Thousand Nine Hundred Ninety-Three and 37/100 Dollars ($54,993.37) on January 4, 2021; plus (b) three hundred thousand (300,000) shares of common Stock, by January 3, 2022, plus (c) six hundred thousand (600,000) shares of common stock on January 3, 2023 | ||||||||||||||||||||||||||||
Shares issued | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||||
Consulting fees | $ 546,758 | 273,421 | |||||||||||||||||||||||||||
Accrued salaries | $ 391,750 | ||||||||||||||||||||||||||||
Common stock valued | $ 20,217 | 963,705 | 20,217 | 9,226 | $ 24,000 | $ 4,500 | $ 20,000 | $ 17,000 | $ 20,604 | $ 60,000 | $ 20,604 | $ 167,086 | |||||||||||||||||
Accounts payable and accrued liability -relatedparty [Member] | |||||||||||||||||||||||||||||
Rent expense | 50,400 | 50,400 | |||||||||||||||||||||||||||
Lease term | $ 4,200 | ||||||||||||||||||||||||||||
Term of lease | 12 years | ||||||||||||||||||||||||||||
Due amounts associated with the lease | 106,200 | 106,200 | 25,300 | ||||||||||||||||||||||||||
Advances from a related party | $ 23,500 | $ 23,500 | 23,500 | ||||||||||||||||||||||||||
Payment to the company | $ 10,000 | ||||||||||||||||||||||||||||
Shares issued upon execution of the agreement | 250,000 | ||||||||||||||||||||||||||||
Shares for each quarter | $ 250,000 | ||||||||||||||||||||||||||||
Shares issued | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||
Agreement valued | $ 1,350,000 | $ 1,350,000 | |||||||||||||||||||||||||||
Consulting fees | 70,000 | ||||||||||||||||||||||||||||
Accrued salaries | $ 391,750 | ||||||||||||||||||||||||||||
Shares of common stock split | 783,500 | ||||||||||||||||||||||||||||
Value of common stock | $ 963,705 | ||||||||||||||||||||||||||||
Loss on settlement | $ 571,956 | ||||||||||||||||||||||||||||
October 20 2021 [Member] | |||||||||||||||||||||||||||||
First interest payment of note | $ 54,994 | ||||||||||||||||||||||||||||
Shares of common stock issued | 2,100,000 | ||||||||||||||||||||||||||||
Company issued noteholder shares of common stock | $ 750,000 | ||||||||||||||||||||||||||||
Common stock valued | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||||
Loss on extinguishment of debt on reacquisition cost of new debt | 576,452 | ||||||||||||||||||||||||||||
Conversion of the principal balance note | 300,000 | ||||||||||||||||||||||||||||
Accrued interest | 166,048 | ||||||||||||||||||||||||||||
Common stock valued | 1,042,500 | ||||||||||||||||||||||||||||
Letter of credit as security for the manufacturing vendors | $ 2,919,000 | ||||||||||||||||||||||||||||
Valuation of shares | $ 1,459,500 | 1,459,500 | |||||||||||||||||||||||||||
Grid note payable | $ 500,000 | ||||||||||||||||||||||||||||
Advances | 200,000 | ||||||||||||||||||||||||||||
Advances under note | $ 0 | ||||||||||||||||||||||||||||
Interest expense associated with the related parties | $ 46,482 | $ 68,237 | |||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Interest rate | 12% |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total Notes Payable | $ 1,078,084 | $ 1,039,047 |
Less unamortized debt discounts | (56,367) | (308,999) |
Total Notes Payable | 1,021,717 | 730,048 |
Less current portion | (820,717) | (480,801) |
Total Notes Payable - long term | 201,000 | 249,247 |
Notes payable | 416,850 | 569,350 |
Note Payable Secured 12 Interest Due June One Two Thousand Twenty Two [Member] | ||
Notes payable | 93,411 | 249,027 |
NotePayable Secured12 Interest Due June Two Thousand Twenty One [Member] | ||
Notes payable | 0 | 231,813 |
Note Payable Secured12 Interest Due August Two Thousand Twenty One [Member] | ||
Notes payable | 0 | 258,207 |
Note Payable Secured30 Interest Due June Two Thousand Twenty Two [Member] | ||
Notes payable | 125,000 | 0 |
Note Payable Secured 12 Interest Due April Two Thousand Twenty Two [Member] | ||
Notes payable | 95,000 | 0 |
Note Payable Secured 10 Interest Due June Two Thousand Twenty Two [Member] | ||
Notes payable | 219,333 | 0 |
Note Payable Secured 12 Interest Due August Two Thousand Twenty Two [Member] | ||
Notes payable | 10,000 | 0 |
Note Payable Secured 10 Interest Due On Demand [Member] | ||
Notes payable | 21,340 | 0 |
Note Payable Secured 0 Interest Due On Demand One [Member] | ||
Notes payable | 13,000 | 0 |
Note Payable Secured 12 Interest Due December Two Thousand Twenty Three [Member] | ||
Notes payable | 201,000 | 0 |
Note Payable Secured12 Interest Due June One Two Two Thousand Twenty One One [Member] | ||
Notes payable | $ 300,000 | $ 300,000 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total convertible notes payable | $ 1,033,132 | $ 1,527,893 |
Discounts on convertible notes payable | (1,700) | (465,719) |
Total convertible notes payable, net | 1,031,432 | 1,062,174 |
Less current portion of Convertible notes payable | (1,031,432) | (970,839) |
Convertible notes payable - long term, net of debt discount | 0 | 91,335 |
Convertible note payable due August 31, 2019 | ||
Total convertible notes payable, net | 50,000 | 50,000 |
Convertible notes payable due May 2, 2022 | ||
Total convertible notes payable, net | 100,000 | 100,000 |
Convertible note payable due May 2, 2021 | ||
Total convertible notes payable, net | 50,000 | 50,000 |
Convertible note payable due May 22, 2020 | ||
Total convertible notes payable, net | 5,000 | 5,000 |
Convertible note payable due Feb 15, 2021 | ||
Total convertible notes payable, net | 75,000 | 75,000 |
Convertible note payable due October 14, 2020 | ||
Total convertible notes payable, net | 75,000 | 75,000 |
Convertible note payable due February 8, 2020 | ||
Total convertible notes payable, net | 0 | 50,000 |
Convertible note payable due May 2020(3) | ||
Total convertible notes payable, net | 162,750 | 168,750 |
Convertible note payable due Unknown | ||
Total convertible notes payable, net | 0 | 44,060 |
Convertible note payable due October 17, 2021 | ||
Total convertible notes payable, net | 0 | 23,000 |
Convertible note payable due April 30, 2022 | ||
Total convertible notes payable, net | 0 | 26,000 |
Convertible note payable due May 1, 2022 | ||
Total convertible notes payable, net | 350,000 | 350,000 |
Convertible note payable due October 18, 2022 | ||
Total convertible notes payable, net | 0 | 26,083 |
Convertible note payable due May through November 2022 | ||
Total convertible notes payable, net | 0 | 435,000 |
Convertible note payable due Jan 6, 2022 | ||
Total convertible notes payable, net | 30,382 | 0 |
Convertible note payable due Feb 8, 2022 | ||
Total convertible notes payable, net | 100,000 | 0 |
Convertible note payable due Mar 3, 2021 | ||
Total convertible notes payable, net | 25,000 | 0 |
Convertible note payable due Dec 2021 | ||
Total convertible notes payable, net | 10,000 | 0 |
Convertible note payable due February 8, 2020(1) | ||
Total convertible notes payable, net | $ 0 | $ 50,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Nov. 12, 2021 | Nov. 04, 2021 | Sep. 03, 2021 | Jul. 12, 2021 | May 12, 2021 | Jun. 11, 2020 | Jun. 02, 2020 | Feb. 08, 2019 | May 02, 2017 | Sep. 02, 2016 | Jun. 02, 2016 | Oct. 20, 2021 | Aug. 18, 2021 | Feb. 19, 2020 | May 16, 2019 | Feb. 19, 2019 | Jan. 30, 2019 | Jan. 25, 2019 | Feb. 15, 2018 | May 22, 2017 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 28, 2021 | Feb. 05, 2020 | |
Stock issued for settlement of debt, value | $ 0 | $ 460,000 | $ 813,219 | $ 2,244,099 | $ 2,248,929 | |||||||||||||||||||||||||||||
Issue of promissory note | $ 150,000 | $ 98,000 | $ 103,000 | $ 100,000 | $ 10,000 | |||||||||||||||||||||||||||||
promissory note interest rate | 12% | |||||||||||||||||||||||||||||||||
Shares granted | 25,000 | |||||||||||||||||||||||||||||||||
Debt discount | $ 25,000 | $ 1,300,830 | 1,423,251 | |||||||||||||||||||||||||||||||
Issuance of common stock | 100,000 | 11,250 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||
Issuance of common stock value | $ 125,000 | $ 45,900 | $ 21,000 | $ 21,000 | 1,494,265 | 807,000 | ||||||||||||||||||||||||||||
Gain (loss) on extinguishment of notes | $ 15,643 | $ 0 | (2,018,215) | (9,850) | ||||||||||||||||||||||||||||||
Outstanding amount of note | 300,000 | 300,000 | ||||||||||||||||||||||||||||||||
Secured convertible note issue | $ 160,000 | 0 | ||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 43,081 | 164,348 | 115,631 | |||||||||||||||||||||||||||||||
Common stock conversion price | $ 1 | |||||||||||||||||||||||||||||||||
Note issue with warrants | 160,000 | |||||||||||||||||||||||||||||||||
Note issue with warrant value | $ 119,616 | |||||||||||||||||||||||||||||||||
Debt discount amortized amount | 165,516 | |||||||||||||||||||||||||||||||||
Debt discount unamortized amount | 0 | 0 | ||||||||||||||||||||||||||||||||
Proceeds from notes payable | 439,590 | 983,143 | ||||||||||||||||||||||||||||||||
Repayments of notes payable | 203,906 | 173,703 | ||||||||||||||||||||||||||||||||
Notes payable, net of debt discount | 1,112,853 | 480,801 | ||||||||||||||||||||||||||||||||
Proceeds from payroll protection program loan payable | 107,485 | |||||||||||||||||||||||||||||||||
Gain (loss) on debt forgiveness | 101,327 | 0 | ||||||||||||||||||||||||||||||||
Payroll protection program loan payable | 6,158 | 107,485 | ||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 439,590 | |||||||||||||||||||||||||||||||||
Convertible notes payable, net of debt discount | 1,031,432 | 970,839 | ||||||||||||||||||||||||||||||||
Issuance of common stock | 205,000 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 91,335 | $ 900,000 | |||||||||||||||||||||||||||||||
Loss On Extinguishment Debt | $ 576,452 | (1,212,153) | (2,018,215) | |||||||||||||||||||||||||||||||
Convertible Rate | 1,032,563 | 641,600 | ||||||||||||||||||||||||||||||||
Convertible note payable due May 2, 2020 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 10,000 | |||||||||||||||||||||||||||||||||
Convertible note issued Feb 15, 2018 | ||||||||||||||||||||||||||||||||||
Issuance of common stock value | $ 8,995 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 75,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock | 6,250 | 8,995 | ||||||||||||||||||||||||||||||||
Due Date | February 24, 2020 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 75,000 | 75,000 | ||||||||||||||||||||||||||||||||
Convertible note issued Jan 25, 2019 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 21,836 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 100,000 | |||||||||||||||||||||||||||||||||
Convertible notes payable, net of debt discount | 52,700 | |||||||||||||||||||||||||||||||||
Due Date | March 1, 2019 | |||||||||||||||||||||||||||||||||
Conversion price | $ 4 | |||||||||||||||||||||||||||||||||
Loss On Extinguishment Debt | 34,086 | |||||||||||||||||||||||||||||||||
Valuation Of Post Split Warrant | $ 21,836 | |||||||||||||||||||||||||||||||||
Warrant Exercisable | 140,000 | |||||||||||||||||||||||||||||||||
Convertible note issued Feb 8, 2019 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 30,000 | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 30,000 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||
Due Date | February 8, 2020 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||
Shares Granted | 7,500 | |||||||||||||||||||||||||||||||||
Convertible note issued Feb 19, 2019 | ||||||||||||||||||||||||||||||||||
Debt discount | $ 2,500 | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 2,500 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 25,000 | |||||||||||||||||||||||||||||||||
Due Date | August 19, 2019 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||
Shares Granted | 625 | |||||||||||||||||||||||||||||||||
Convertible Rate | $ 4 | |||||||||||||||||||||||||||||||||
Convertible note issued Oct 18, 2019 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 15,175 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 23,000 | |||||||||||||||||||||||||||||||||
Convertible note issued Nov 5, 2019 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 147,713 | 307,440 | ||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 562,000 | 225,000 | ||||||||||||||||||||||||||||||||
Convertible note issued Nov 19, 2019 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 175,070 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 281,000 | |||||||||||||||||||||||||||||||||
Convertible note issued May 5, 2020 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 207,000 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 350,000 | |||||||||||||||||||||||||||||||||
Interest expense - convertible debt | ||||||||||||||||||||||||||||||||||
Interest expense including amortization of the associated debt discount | 681,281 | |||||||||||||||||||||||||||||||||
Convertible note entered into June 2, 2016 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||
Due Date | May 2, 2020 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||
Warrants Purchase | 6,250 | |||||||||||||||||||||||||||||||||
Exercise price | $ 12 | |||||||||||||||||||||||||||||||||
Conversion price | $ 8 | |||||||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||||||
Convertible note issued May 2017 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 10,000 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 100,000 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||
Conversion price | $ 4 | |||||||||||||||||||||||||||||||||
Warrants Purchase | 20,000 | |||||||||||||||||||||||||||||||||
Exercise price | $ 8 | |||||||||||||||||||||||||||||||||
Convertible note issued May 2017(2) | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||
Warrants Purchase | 10,000 | |||||||||||||||||||||||||||||||||
Exercise price | $ 8 | |||||||||||||||||||||||||||||||||
Conversion price | $ 4 | $ 8 | ||||||||||||||||||||||||||||||||
Convertible note issued May 2017(3) | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 5,000 | |||||||||||||||||||||||||||||||||
Due Date | May 22, 2020 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable | 5,000 | 5,000 | ||||||||||||||||||||||||||||||||
Warrants Purchase | 125 | |||||||||||||||||||||||||||||||||
Exercise price | $ 8 | |||||||||||||||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||||||||||||||
Convertible note entered into Sept 17, 2018 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||
Convertible note payable issued Dec 14, 2018 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||
Convertible note issued Jan 8, 2020 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 26,083 | |||||||||||||||||||||||||||||||||
Convertible note issued April 30, 2020 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 100,000 | |||||||||||||||||||||||||||||||||
Convertible note payable issued Jan 6, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 275,000 | |||||||||||||||||||||||||||||||||
Convertible note payable issued Mar 3, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 25,000 | |||||||||||||||||||||||||||||||||
Convertible note issued June 15, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 10,000 | |||||||||||||||||||||||||||||||||
Notes Payable Issue January 30,2019 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 45,000 | |||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 100,000 | |||||||||||||||||||||||||||||||||
Notes Payable Issue January 1,2020 | ||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of notes | 68,250 | |||||||||||||||||||||||||||||||||
Repayments of notes payable | 155,616 | |||||||||||||||||||||||||||||||||
Notes payable outstanding | 93,411 | |||||||||||||||||||||||||||||||||
Notes Payable Issue June 02,2020 | ||||||||||||||||||||||||||||||||||
Issue of promissory note | $ 345,000 | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 308,298 | |||||||||||||||||||||||||||||||||
Notes payable, net of debt discount | $ 34,500 | |||||||||||||||||||||||||||||||||
Repayments of notes payable | 231,813 | |||||||||||||||||||||||||||||||||
Notes Payable Issue November 04,2021 | ||||||||||||||||||||||||||||||||||
Issue of promissory note | $ 25,000 | |||||||||||||||||||||||||||||||||
Outstanding amount of note | 13,000 | 0 | ||||||||||||||||||||||||||||||||
Repayments of notes payable | 12,000 | |||||||||||||||||||||||||||||||||
Interest expenses including amortization | 577,374 | 384,109 | ||||||||||||||||||||||||||||||||
Consideration for the consolidation of three notes payable to one - Jan 1, 2020 | ||||||||||||||||||||||||||||||||||
Stock issued for settlement of debt, value | 61,250 | |||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of notes | (61,250) | |||||||||||||||||||||||||||||||||
Consideration for the consolidation of two notes payable to one - Jan 1, 2020 | ||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of notes | (61,250) | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 61,250 | |||||||||||||||||||||||||||||||||
Repayments of notes payable | 74,674 | |||||||||||||||||||||||||||||||||
Notes payable, net of debt discount | 174,353 | |||||||||||||||||||||||||||||||||
Convertible promissory notes and warrants, issued in 2018 | ||||||||||||||||||||||||||||||||||
Debt discount | 165,516 | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 119,616 | |||||||||||||||||||||||||||||||||
Notes payable entered into Jan 30, 2019 | ||||||||||||||||||||||||||||||||||
Issuance of common stock value | $ 23,100 | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 45,000 | |||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 100,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock | 6,875 | |||||||||||||||||||||||||||||||||
Extension of Jan 30, 2019 Note | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 23,100 | |||||||||||||||||||||||||||||||||
Notes payable entered into June 2, 2020 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 308,298 | |||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 345,000 | |||||||||||||||||||||||||||||||||
Repayments of notes payable | 239,820 | |||||||||||||||||||||||||||||||||
Notes payable, net of debt discount | 0 | |||||||||||||||||||||||||||||||||
Note payable entered into August 20, 2020 | ||||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 211,622 | |||||||||||||||||||||||||||||||||
Proceeds from notes payable | 278,000 | |||||||||||||||||||||||||||||||||
Repayments of notes payable | 258,207 | 250,200 | ||||||||||||||||||||||||||||||||
Notes payable, net of debt discount | $ 27,800 | |||||||||||||||||||||||||||||||||
Notes payable entered into June 28, 2021 | ||||||||||||||||||||||||||||||||||
Shares granted | 157,834 | |||||||||||||||||||||||||||||||||
Debt discount | $ 106,892 | |||||||||||||||||||||||||||||||||
Stock issued for debt discounts and extensions, value | 183,906 | |||||||||||||||||||||||||||||||||
Proceeds from notes payable | 350,000 | |||||||||||||||||||||||||||||||||
Repayments of notes payable | 130,667 | |||||||||||||||||||||||||||||||||
Notes payable, net of debt discount | 27,800 | $ 56,892 | ||||||||||||||||||||||||||||||||
Shares granted value | 169,198 | |||||||||||||||||||||||||||||||||
Outstanding notes payable | 219,333 | |||||||||||||||||||||||||||||||||
Unamortized discount | 56,367 | |||||||||||||||||||||||||||||||||
Notes payable entered into Jan 8, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 125,000 | |||||||||||||||||||||||||||||||||
Interest payment | 31,250 | |||||||||||||||||||||||||||||||||
Notes payable balance due | 125,000 | 0 | ||||||||||||||||||||||||||||||||
Notes payable entered into Mar 12, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 101,125 | |||||||||||||||||||||||||||||||||
Notes payable entered into April 26, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 95,000 | |||||||||||||||||||||||||||||||||
Notes payable entered into May 7, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 10,000 | |||||||||||||||||||||||||||||||||
Notes payable entered into May 12, 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 103,000 | |||||||||||||||||||||||||||||||||
Note payable entered into Sept 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 21,340 | |||||||||||||||||||||||||||||||||
Note payable entered into July 2021 | ||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 98,000 | |||||||||||||||||||||||||||||||||
Interest expense, payroll protection loan | ||||||||||||||||||||||||||||||||||
Interest expense including amortization of the associated debt discount | 816 | 710 | ||||||||||||||||||||||||||||||||
Notes Payable Issue November 12,2021 | ||||||||||||||||||||||||||||||||||
Outstanding amount of note | $ 201,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2021 USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
2021 | $ 0 |
2022 | 21,370 |
Total minimum lease payments due | 21,370 |
Less: effect of discounting | (1,410) |
Present value of future minimum lease payments | 19,960 |
Current obligations under leases | (19,960) |
Long-term lease obligations | $ 0 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | 13 Months Ended | ||
Dec. 31, 2018 | Apr. 29, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Civil penalties Payment | $ 25,000 | |||
Payment to party | 5,000 | |||
Payment due to related party | $ 20,000 | |||
Right to use asset | $ 17,744 | $ 33,990 | ||
Office Lease Agreement [Member] | ||||
Right to use asset | $ 17,744 | $ 19,960 | ||
Lease term | 39 years | |||
Intrest rate | 3% | |||
Intrest Amount | $ 1,680 | |||
Security deposit | $ 1,781 |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
STOCK WARRANTS | ||
Number of shares, Outstanding, Beginning Balance | 1,848,985 | 309,765 |
Warrants granted and assumed | 1,144,000 | 1,747,470 |
Warrants expired | 0 | 0 |
Warrants cancelled | 0 | (208,250) |
Warrants exercised | (482,500) | 0 |
Number of shares, Outstanding, Ending balance | 2,510,485 | 1,848,985 |
Weighted average Excercese price, Begining balance | $ 2.16 | $ 8 |
Weighted average exercise price, Granted and assumed | 1 | 1.84 |
Weighted average exercise price of shares canceled | 0 | 8 |
Weighted average exercise price of shares exercised | 1 | 0 |
Weighted average exercise price of shares outstanding, Ending balance | $ 1.85 | $ 2.16 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||||||
Jul. 12, 2021 | Jul. 09, 2021 | Jun. 01, 2021 | Feb. 11, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Feb. 05, 2020 | Sep. 30, 2021 | Aug. 23, 2021 | Jun. 22, 2021 | Feb. 24, 2021 | Feb. 17, 2021 | Jan. 22, 2021 | Jan. 18, 2021 | Feb. 19, 2020 | |
Shares of common stock issued | 205,000 | ||||||||||||||
Warrants issued | $ 0.50 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Warrants exercisable | $ 1 | $ 1 | $ 8 | $ 1 | $ 1 | ||||||||||
Warrants granted | $ 125,000 | $ 125,000 | $ 50,000 | $ 75,000 | $ 19,000 | ||||||||||
Risk free rate | 0.31% | 0.19% | 0.11% | 0.13% | 0.46% | ||||||||||
Volatility factor | 209% | 376% | 220% | 220% | 419% | ||||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | ||||||||||
Issuance of convertible note payable | $ 18,688 | $ 27,873 | $ 30,400 | ||||||||||||
Market value of stock on measurement | $ 16,000 | $ 21,000 | $ 28,000 | $ 27,000 | $ 20,000 | ||||||||||
Consulting agreement | $ 213,817 | ||||||||||||||
Modification of debt agreement | $ 150,163 | ||||||||||||||
Stock Warrants [Member] | |||||||||||||||
Sold shares of common stock | $ 12,500 | $ 12,500 | $ 112,500 | $ 12,500 | $ 375,000 | $ 62,500 | |||||||||
Sold shares of warrants | 12,500 | 12,500 | 112,500 | 12,500 | 375,000 | 62,500 | |||||||||
Proceeds from issuance of warrants | $ 10,000 | $ 10,000 | $ 15,000 | $ 90,000 | $ 15,000 | $ 50,000 | $ 110,000 | $ 50,000 | |||||||
Shares of common stock issued | 18,750 | 137,500 | |||||||||||||
Warrants issued | $ 18,750 | $ 137,500 |
ROYALTY LIABILITY WITH AFFILA_2
ROYALTY LIABILITY WITH AFFILATES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ROYALTY LIABILITY WITH AFFILATES (Details Narrative) | ||
Royalty Liability | $ 460,000 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INCOME TAXES | ||
Deferred income tax assets | $ 12,899,777 | $ 11,980,119 |
Valuation allowance | (12,899,777) | (11,980,119) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Federal statutory tax rate | 21% | 21% |
State taxes, net of federal benefit | 0% | 0% |
Change in valuation allowance | (21.00%) | (21.00%) |
Effective tax rate | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
INCOME TAXES | ||
Current income tax benefit | $ 915,458 | |
Net operating loss carry forwards | $ 61,427,510 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Dec. 17, 2021 | Dec. 06, 2021 | Dec. 03, 2021 | Dec. 02, 2021 | Nov. 17, 2021 | Nov. 01, 2021 | Oct. 15, 2021 | Oct. 05, 2021 | Aug. 04, 2021 | Jul. 07, 2021 | Jul. 02, 2021 | Jun. 15, 2021 | Mar. 08, 2021 | Feb. 08, 2021 | Jan. 06, 2021 | Jan. 04, 2021 | Dec. 07, 2021 | Dec. 05, 2021 | Dec. 04, 2021 | Dec. 01, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Nov. 26, 2021 | Nov. 22, 2021 | Nov. 19, 2021 | Nov. 12, 2021 | Oct. 29, 2021 | Oct. 20, 2021 | Sep. 27, 2021 | Sep. 16, 2021 | Sep. 15, 2021 | Jun. 28, 2021 | Apr. 30, 2021 | Apr. 20, 2021 | Feb. 24, 2021 | Feb. 17, 2021 | Feb. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2021 | Nov. 15, 2021 | Mar. 31, 2021 | Oct. 26, 2020 | |
Preferred stock, Par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 28,816 | 17,199 | 311,779 | 200,000 | 82,747 | 158,080 | 231,294 | 82,570 | 2,100,000 | 175,000 | 20,217,577 | 9,225,621 | 27,295 | ||||||||||||||||||||||||||||||
Common stock, Shares valued | $ 286,805 | $ 92,066 | $ 2,919,000 | $ 1,459,500 | |||||||||||||||||||||||||||||||||||||||
Shares issued | 1,050,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, Par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Authorized capital stock | 1,010,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Common shares, Authorized | 100,000,000 | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||
Reverse stock split | 1-for-8 | ||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock, Designated | 76,000 | ||||||||||||||||||||||||||||||||||||||||||
Per share Value | $ 1 | ||||||||||||||||||||||||||||||||||||||||||
Series A preferred shares, Outstanding | 76,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares of common stock issued | 205,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 76,000 | ||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock | 25,000 | 15,000 | 270,000 | 112,500 | 37,500 | 500,000 | 6,250 | 18,750 | 122,858 | 783,500 | 97,500 | 12,500 | 62,500 | 3,750 | 12,500 | 12,500 | 200,000 | ||||||||||||||||||||||||||
Post split warrants issued | 18,750 | 200,000 | |||||||||||||||||||||||||||||||||||||||||
Post-split shares | 62,500 | 14,540 | 14,540 | ||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock value | $ 167,086 | $ 963,705 | $ 24,000 | $ 4,500 | $ 20,000 | $ 17,000 | $ 60,000 | $ 20,604 | $ 20,217 | $ 9,226 | $ 20,604 | ||||||||||||||||||||||||||||||||
Advances received | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||
Notes payable date | Jan. 06, 2021 | Jan. 25, 2019 | Jan. 08, 2020 | Jan. 25, 2019 | Jan. 25, 2019 | ||||||||||||||||||||||||||||||||||||||
Post-split shares for services | 145,000 | 340,000 | 337,500 | 3,125 | 6,250 | 300,000 | 403,125 | 7,500 | 271,875 | 370,000 | 125,000 | 40,139 | 959,000 | 205,000 | 31,250 | 200,000 | 6,250 | 13,338 | 12,500 | 41,250 | 370,000 | 40,000 | 487,500 | 4,375 | 100,000 | ||||||||||||||||||
Post-split shares for services value | $ 178,350 | $ 418,200 | $ 428,625 | $ 3,125 | $ 5,019 | $ 359,000 | $ 584,750 | $ 12,800 | $ 588,250 | $ 518,990 | $ 153,750 | $ 49,371 | $ 1,179,570 | $ 254,200 | $ 49,750 | $ 234,000 | $ 6,969 | $ 16,673 | $ 16,124 | $ 57,388 | $ 545,400 | $ 44,800 | $ 765,000 | $ 11,200 | $ 148,990 | ||||||||||||||||||
Cash proceeds | $ 25,000 | $ 15,000 | 270,000 | $ 90,000 | $ 35,000 | $ 315,000 | $ 5,000 | $ 15,000 | 97,500 | $ 50,000 | $ 160,000 | ||||||||||||||||||||||||||||||||
Debt instrument maturity date | May 02, 2022 | ||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 576,452 | $ (1,212,153) | (2,018,215) | ||||||||||||||||||||||||||||||||||||||||
Shares cancelled | 88,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal balance | 25,000 | 15,000 | 282,500 | 75,000 | 137,500 | 68,205 | 26,083 | $ 25,000 | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,815 | $ 2,199 | $ 29,779 | $ 7,747 | $ 20,565 | 8,122 | 4,881 | $ 2,295 | |||||||||||||||||||||||||||||||||||
Loss on settlement of debt | $ 210,478 | $ 61,102 | |||||||||||||||||||||||||||||||||||||||||
Accrued salaries | 391,750 | ||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | $ 571,956 | ||||||||||||||||||||||||||||||||||||||||||
Additional shares | 1,050,000 | ||||||||||||||||||||||||||||||||||||||||||
Additional shares value | $ 1,459,500 | ||||||||||||||||||||||||||||||||||||||||||
Description of note holder agreement | On October 20, 2021, the Company entered into an agreement with a note holder to convert $300,000 of the principal balance of the note and $166,048 in accrued interest to extend the payment date of the first interest payment of $54,994 to January 2, 2023. As consideration, the Company issued the noteholder 750,000 shares of common stock valued at $1,042,500 | ||||||||||||||||||||||||||||||||||||||||||
Description of Notes payable | On February 8, 2021, the Company entered into an agreement to consolidate two $50,000 notes payable dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022 convertible at $0.10 per share. As consideration the Company is to issue the note holder 12,500 shares of common stock (post-split) valued at $20,000 | On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 | |||||||||||||||||||||||||||||||||||||||||
Note payable amount | 201,000 | $ 249,247 | |||||||||||||||||||||||||||||||||||||||||
15 June 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock | 275,000 | ||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock value | $ 440,000 | ||||||||||||||||||||||||||||||||||||||||||
Notes payable date | Feb. 05, 2020 | ||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock sold | 187,500 | ||||||||||||||||||||||||||||||||||||||||||
15 June 2021 [Member 1] | |||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock | 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock sold | 99,074 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of common stock | $ 79,259 | ||||||||||||||||||||||||||||||||||||||||||
15 June 2021 [Member 2] | |||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock | 5,200 | ||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock value | $ 5,824 | ||||||||||||||||||||||||||||||||||||||||||
Advances received | $ 20,800 | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||
Additional shares | 6,875 | ||||||||||||||||||||||||||||||||||||||||||
Additional shares value | $ 7,450 | ||||||||||||||||||||||||||||||||||||||||||
15 June 2021 [Member 3] | |||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock value | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 15, 2021 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument percentage | 10% | ||||||||||||||||||||||||||||||||||||||||||
Note payable amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Conversion Price | $ 0.80 | ||||||||||||||||||||||||||||||||||||||||||
Shares granted | 6,875 | ||||||||||||||||||||||||||||||||||||||||||
28 June 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Post-split shares of common stock value | $ 169,198 | ||||||||||||||||||||||||||||||||||||||||||
Notes payable date | Jul. 12, 2021 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 28, 2022 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument percentage | 10% | ||||||||||||||||||||||||||||||||||||||||||
Note payable amount | $ 350,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock Shares granted | 157,834 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Jul. 14, 2022 | Mar. 14, 2022 | Dec. 06, 2021 | Dec. 02, 2021 | Nov. 01, 2021 | Oct. 15, 2021 | Oct. 05, 2021 | Aug. 04, 2021 | Jul. 07, 2021 | Feb. 08, 2021 | Jan. 04, 2021 | Aug. 01, 2022 | Jun. 01, 2022 | May 02, 2022 | May 01, 2022 | Feb. 22, 2022 | Dec. 07, 2021 | Dec. 05, 2021 | Dec. 04, 2021 | Dec. 01, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Nov. 26, 2021 | Nov. 22, 2021 | Nov. 19, 2021 | Oct. 29, 2021 | Oct. 20, 2021 | Sep. 16, 2021 | Sep. 15, 2021 | Feb. 24, 2021 | Feb. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Issued During Period, Value, New Issues For Services | $ 178,350 | $ 418,200 | $ 428,625 | $ 3,125 | $ 5,019 | $ 359,000 | $ 584,750 | $ 12,800 | $ 588,250 | $ 518,990 | $ 153,750 | $ 49,371 | $ 1,179,570 | $ 254,200 | $ 49,750 | $ 234,000 | $ 6,969 | $ 16,673 | $ 16,124 | $ 57,388 | $ 545,400 | $ 44,800 | $ 765,000 | $ 11,200 | $ 148,990 | ||||||||
Convertible notes payable | $ 1,032,563 | $ 641,600 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000 | 100,000 | 12,500 | 75,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues For Services | $ 5,000 | ||||||||||||||||||||||||||||||||
Rescission and retirement of shares, shares | 126,440 | ||||||||||||||||||||||||||||||||
Common stock Value | $ 158,050 | ||||||||||||||||||||||||||||||||
Notes Payable Principal Amount | $ 414,634 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Tranche Two [Member] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 130,434 | ||||||||||||||||||||||||||||||||
Common stock Value | $ 149,999 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Tranche One [Member] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 34,782 | ||||||||||||||||||||||||||||||||
Common stock Value | $ 39,999 | ||||||||||||||||||||||||||||||||
Convertible Note Entered Into JulyFourteenTwoThousantTwentyTwo [Member] | |||||||||||||||||||||||||||||||||
Convertible shares of common stock | 750,000 | ||||||||||||||||||||||||||||||||
Common stock conversion price | $ 0.325 | ||||||||||||||||||||||||||||||||
Convertible Note Entered Into July Fourteen Two Thousant Twenty Two One [Member] | |||||||||||||||||||||||||||||||||
Convertible shares of common stock | 500,000 | ||||||||||||||||||||||||||||||||
Common stock conversion price | $ 0.08 | ||||||||||||||||||||||||||||||||
February Twenty Two Two Thousand Twenty Two [Member] | 12 PercentageConvertible Note Payable [Member] | |||||||||||||||||||||||||||||||||
Convertible notes payable | 385,000 | ||||||||||||||||||||||||||||||||
Discount on note issuance | $ 35,000 |