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Sollensys (SOLS)

Cover

Cover - USD ($)12 Months Ended
Dec. 31, 2021Mar. 30, 2022Jun. 30, 2021
Cover [Abstract]
Document Type10-K
Amendment Flagfalse
Document Annual Reporttrue
Document Transition Reportfalse
Document Period End DateDec. 31,
2021
Document Fiscal Period FocusFY
Document Fiscal Year Focus2021
Current Fiscal Year End Date--12-31
Entity File Number333-174581
Entity Registrant NameSollensys Corp
Entity Central Index Key0001519177
Entity Tax Identification Number80-0651816
Entity Incorporation, State or Country CodeNV
Entity Address, Address Line One1470 Treeland Blvd SE
Entity Address, City or TownPalm Bay
Entity Address, State or ProvinceFL
Entity Address, Postal Zip Code32909
City Area Code(866)
Local Phone Number438-7657
Entity Well-known Seasoned IssuerNo
Entity Voluntary FilersNo
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Elected Not To Use the Extended Transition Periodfalse
Entity Shell Companyfalse
Entity Public Float $ 677,545,794
Entity Common Stock, Shares Outstanding100,874,486
Auditor NameMaloneBailey, LLP
Auditor LocationHouston, Texas
Auditor Firm ID206

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)Dec. 31, 2021Dec. 31, 2020
Current assets:
Cash and cash equivalents $ 592,534 $ 129,624
Accounts receivable1,717 0
Inventory78,000 54,000
Prepaid expenses60,749 0
Total current assets733,000 183,624
Property and equipment, net2,944,830 0
Other assets17,994 0
Goodwill200,199 0
Intangible assets, net194,638 0
Total assets4,090,661 183,624
Current liabilities:
Accounts payable66,268 0
Accrued expenses195,589 46,134
Deferred revenue437,731 17,143
Notes payable2,505,553 0
Total current liabilities3,205,141 63,277
Notes payable - long term19,137 0
Deferred revenue - long term205,714 72,857
Total liabilities3,429,992 136,134
Commitments and contingencies0 0
Stockholders’ Equity:
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and 20200 0
Common stock, $0.001 par value, 300,000,000 shares authorized; 100,715,736 and 99,354,547 shares issued and outstanding as of December 31, 2021 and 2020, respectively100,716 99,355
Additional paid-in capital8,527,616 3,390,213
Accumulated deficit(7,967,663)(3,442,078)
Total stockholders’ equity660,669 47,490
Total liabilities and equity $ 4,090,661 $ 183,624

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / sharesDec. 31, 2021Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, authorized10,000,000 10,000,000
Preferred stock, issued0 0
Preferred stock, outstanding0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, authorized300,000,000 300,000,000
Common Stock, Shares, Issued100,715,736 100,715,736
Common Stock, Shares, Outstanding99,354,547 99,354,547

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)9 Months Ended12 Months Ended
Dec. 31, 2020Dec. 31, 2021
Income Statement [Abstract]
Revenue $ 180,000 $ 182,321
Cost of sales30,000 384,908
Gross margin150,000 (202,587)
Operating expenses:
General and administrative expense3,063,903 4,253,875
Total operating expenses3,063,903 4,253,875
Loss from operations(2,913,903)(4,456,462)
Other income (expense)
Gain on extinguishment of debt85,771 0
Interest expense0 (69,123)
Total other income (expense), net85,771 (69,123)
Loss before income taxes(2,828,132)(4,525,585)
Provision (benefit) for income taxes0 0
Net loss $ (2,828,132) $ (4,525,585)
Basic and diluted loss per common share $ (0.19) $ (0.05)
Weighted-average number of common shares outstanding:
Basic and diluted14,910,512 99,719,004

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)Preferred Stock Series A [Member]Common Stock [Member]Additional Paid-in Capital [Member]Retained Earnings [Member]Total
Beginning balance, value at Mar. 31, 2020 $ 4,184 $ 497,891 $ (613,946) $ (111,871)
Beginning balance, shares at Mar. 31, 2020 4,183,962
Issuance of shares to related party $ 19,000 1,881,000 1,900,000
Issuance of shares to related party, shares19,000,000
Conversion of preferred stock $ (19,000) $ 95,000 (76,000)
Conversion of preferred stock, shares(19,000,000)95,000,000
Sale of common stock by Eagle Lake prior to merger945,550 945,550
Issuance of odd lot shares on conversion $ 144 (144)
Issuance of odd lot shares on conversion, shares143,585
Related party loans reclassified as a capital contribution46,943 46,943
Capital contribution from shareholder500 500
Private placement of common shares $ 27 94,473 94,500
Private placement of common shares, shares27,000
Net loss (2,828,132)(2,828,132)
Ending balance, value at Dec. 31, 2020 $ 99,355 3,390,213 (3,442,078)47,490
Ending balance, shares at Dec. 31, 2020 99,354,547
Stock based compensation $ 56 241,753 241,809
Stock based compensation, shares56,365
Private placement of common shares $ 1,232 4,602,747 4,603,979
Private placement of common shares, shares1,231,580
Shares issued in connection with the acquisition of Abstract $ 73 292,903 292,976
Shares issued in connection with the acquisition of Abstract, shares73,244
Net loss (4,525,585)(4,525,585)
Ending balance, value at Dec. 31, 2021 $ 100,716 $ 8,527,616 $ (7,967,663) $ 660,669
Ending balance, shares at Dec. 31, 2021 100,715,736

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)9 Months Ended12 Months Ended
Dec. 31, 2020Dec. 31, 2021
Cash flows from operating activities
Net loss $ (2,828,132) $ (4,525,585)
Stock-based compensation1,900,000 241,809
Gain on extinguishment of debt(85,771)0
Depreciation and amortization0 16,001
Changes in operating assets and liabilities:
Accounts receivable0 37,627
Prepaid expenses(54,000)(60,749)
Inventory0 (24,000)
Other assets0 (13,694)
Accounts payable0 12,002
Accrued expenses66,977 46,108
Deferred revenues90,000 553,445
Net cash used in operating activities(910,926)(3,717,037)
Cash flows from investing activities
Acquisition of a business, net of cash acquired0 (8,920)
Purchase of property and equipment0 (413,533)
Net cash used in operating activities0 (422,453)
Cash flows from financing activities:
Sale of common stock by Eagle Lake prior to the merger945,550 0
Payments on notes payable0 (1,580)
Proceeds from the sale of common stock94,500 4,603,979
Capital contribution from shareholder500 0
Net cash provided by financing activities1,040,550 4,602,399
Net increase in cash and cash equivalents129,624 462,911
Cash and cash equivalents at beginning of period0 129,624
Cash and cash equivalents at end of period129,624 592,534
Supplemental disclosure of cash flow information:
Cash paid for interest0 61,623
Cash paid for income taxes0 0
Supplemental disclosure of non-cash activities:
Issuance of shares due to rounding144 0
Conversion of preferred stock to common stock95,000 0
Expenses paid on behalf of the Company by related party20,843 0
Forgiveness of debt by former related party due to a change of control46,943 0
Common stock issued for the acquisition of a business0 292,976
Acquisition of a property and equipment with debt $ 0 $ 2,526,270

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESSNOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Sollensys Corp (“Sollensys” or the “Company”) was formerly a development stage company, incorporated in Nevada on September 29, 2010, under the name Health Directory, Inc. The Company had been dormant since September 30, 2012. On December 27, 2019, the Eighth Judicial District Court of Clark County, Nevada (the “Court”), pursuant to Case number A-19-805633-B appointed Custodian Ventures, LLC (“Custodian Ventures”) as the custodian of Sollensys Corp David Lazar, who controls Custodian Ventures was subsequently named the only interim officer and director of the Company and is considered a related party for the purpose of financial statement presentation. On June 16, 2020, Custodian Ventures filed a motion with the Court asking the Court to enter an order concluding and terminating the custodianship of the Company. On July 20, 2020, the Court entered an order terminating custodianship and barring non-asserted claims against the Company. Effective August 5, 2020, David Lazar, the interim Chief Executive Officer, President, Secretary, Treasurer, and sole director of the Company and the beneficial owner, through his ownership of Custodian Ventures of 19,000,000 19,000,000 230,000 0.001 0.001 50 shares of Common Stock per share of Series A Preferred Stock, and has voting power on an as-converted basis (voting with the Common Stock as one class) and thus represents 65.4% of the voting power of all shares of stock of the Company. In connection with the closing of the Stock Purchase, on August 5, 2020, Mr. Lazar, the then-sole member of the Board of Directors (the “Board”) of the Company, pursuant to the power granted to the Board in the Company’s bylaws, increased the size of the Company’s Board to two members. Simultaneously, Mr. Lazar, as the sole Board member, appointed Donald Beavers as a director to fill the newly created Board vacancy. At the same time, Mr. Lazar appointed Donald Beavers as Chief Executive Officer and Secretary of the Company. Also on August 5, 2020, following the above officer and director appointments and effective on the closing of the Stock Purchase, Mr. Lazar resigned from any and all officer and director positions with the Company. Mr. Lazar’s resignation is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On November 30, 2020, Sollensys entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) Eagle Lake Laboratories, Inc., a Florida corporation (“Eagle Lake”), (ii) each of the shareholders of Eagle Lake (the “Eagle Lake Shareholders”), and (iii) Donald Beavers as the representative of the Eagle Lake Shareholders. Among other conditions to the closing of the transactions contemplated by the Share Exchange Agreement (the “Closin g Eagle Lake is a Florida-based science, technology, and engineering solutions corporation offering products that ensure their clients’ data integrity through the collection, storage, and transmission. The Company expects to generate revenue with Eagle’s innovative flagship product, the Blockchain Archive Server™ that can be utilized to protect client data from ransomware. Blockchain technology is a leading-edge tool for data security, providing an added layer of security against data loss due to malware. On December 29, 2020, the Company’s Board approved the change in the Company’s fiscal year-end from March 31 to December 31. On October 15, 2021, the Company entered into a Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). The Acquisition closed on December 6, 2021. Abstract Media is a Texas limited liability company formed in October 2011, with the goal of improving user engagement using visualization tools. The Company has evolved into an interactive media and software development company to optimize effective corporate learning, operational workflow and communication using technology in the augmented reality or virtual reality space. Abstract Media conducts its operations from its office location in Houston, Texas. Common Control Accounting Treatment Sollensys Corp and Eagle Lake were under the common control of the CEO before and after the date of transfer. As a result, the Company adopted the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 805-50-05-5 for the transfer of net assets between entities under common control to apply a method similar to the pooling-of-interests-method. Under the method, the financial statements of the Company shall report results of operations for the period in which the transfer occurs as though the transfer of the net assets had occurred at the beginning of the period. Results of operations for the period will thus comprise both those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. Similarly, the Company shall present the statements of financial position and other financial information presented as of the beginning of the period as though the assets and liabilities had been transferred at that date. Financial statements and financial information presented for prior years also shall be retrospectively adjusted to furnish comparative information. Reverse Stock Split On October 14, 2020, the Company filed with the Secretary of State of Nevada a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to effect a 1-for-120 reverse stock split The Reverse Split became effective on November 2, 2020. Following the effectiveness of the Reverse Split, on November 2, 2020, the number of authorized shares of common stock was reduced from 12,000,000,000 300,000,000 11,400,000,000 95,000,000 95.8 99,193,962 No fractional shares of common stock were issued in connection with the Reverse Split. If, as a result of the Reverse Split, a shareholder would otherwise hold a fractional share, the shareholder received, instead of the issuance of such fractional share, one whole share of common stock. As a result, 143,585

GOING CONCERN

GOING CONCERN12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERNNOTE 2 – GOING CONCERN Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of December 31, 2021, the Company had a working capital deficit of $ 2,472,140 7,967,663 The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Eagle Lake and Abstract Media. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and Cash Equivalents The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On December 31, 2021 and December 31, 2020, the Company’s cash equivalents totaled $ 592,534
and $ 129,624 ,
respectively. The Company maintains accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation
(FDIC). Cash balances at times are in excess of FDIC insurance limits. Property and Equipment Property and equipment are recorded at historical cost. Major renewals and improvements are capitalized, while normal repairs and maintenance are expensed in the period incurred. Depreciation and amortization are computed using the straight-line method over the asset’s estimated useful life. Computer equipment and office furnishings estimated useful lives range from 5 to 7 years Intangible Assets Intangible
assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line
basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of primarily
of customer relationships with an estimated useful life of three years. Goodwill Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Long-Lived Asset Impairment Long-lived assets, other than goodwill and indefinite-lived intangible assets, are evaluated for impairment when changes in events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the projected undiscounted cash flow is less than the carrying value of the assets, the assets will be written down to the estimated fair value and such impairment loss is recognized in the consolidated statements of operations in the period in which the determination is made. Revenue Recognition Revenues are accounted for in accordance with the FASB’s Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). The Company derives revenue from two sources.
The Company’s primary product is the Blockchain Archive Server—a turn-key, off-the-shelf, blockchain solution that works with
virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the
client’s data security that is being utilized. The second product offering is called the “Regional
Service Center” which is a single unit system of 32 Blockchain Archive Servers capable of servicing up to 2,580 individual small
accounts, and is marketed to existing IT service providers with established accounts. The service is delivered over the Internet and
is considered software as a service “SaaS”. For the year ended December 31, 2021 we recorded $182,321 in subscription
revenue from the execution of our blockchain archive services agreements, compared to $180,000 from the sale of servers for the year ended
December 31, 2020. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and/or services. To achieve this principle, the Company applies the following five steps:
1. Identify the contract with the customer;
2. Identify the performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to performance obligations in the contract, and
5. Recognize revenue when or as the Company satisfies a performance obligation. The
Company recognizes revenue when the control of the products is transferred to the Company’s customer, in an amount that reflects
the consideration the Company expects to be entitled to in exchange for these products. Control is generally transferred when products
are delivered. The Company’s revenue contracts generally represent a single performance obligation to sell its products to customers.
For the SaaS software, which typically involves a significant customer deposit with services provided by the Company over a 60 month
period, the Company recognizes revenue ratably as service is provided over the contract period. Deferred Revenue Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of ASC 606 are considered to be contract liabilities and are classified as deferred revenue on the Company’s consolidated balance sheets. As of December 31, 2021, the current balance of deferred revenue was $ 437,731 205,714 17,143 72,857 17,143 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amount which are considered “more likely than not” to be realized. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine
if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s
sustainability under audit. On Dec. 18, 2019, FASB released Accounting Standards Update (ASU) 2019-12, which affects general principles
within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income
taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity
in accounting standards by improving certain areas of GAAP without compromising information provided to users of financial statements.
The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s consolidated financial statements. Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in ASC 718, Stock Compensation, for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Once the fair value is established for the grant, the aggregate expenses will be recognized over the period during which service is provided on a straight-line basis. Related Party Transactions The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company’s consolidated financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements. Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) 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 (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2021 and 2020, there were no Recently Issued Accounting Pronouncements Leases The Company currently follows the guidance in ASC 840 “ Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, ASC
842 will be effective for the Company beginning on January 1, 2022. We do not believe that the adoption of this guidance will have a
material impact on our financial statements

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENTNOTE 4 – PROPERTY AND EQUIPMENT At December 31, 2020, property and equipment
amounted to $-0-. At December 31, 2021, property and equipment is comprised of the following:
Schedule
Of Property Plant And Equipment 2021
Land $ 484,197
Buildings 1,946,586
Building improvements 270,472
Furniture and fixtures 179,432
Equipment 93,627
Vehicles 31,223
Subtotal 3,005,537
Less: accumulated depreciation (60,707 )
Total $ 2,944,830 Depreciation expense for the periods ended December 31, 2021 and 2020, was $ 10,140 0 On September 8, 2021, the Company acquired a building in Palm Bay, Florida with approximately 36,810 square feet of office space for $ 2,430,762 no

NOTES PAYABLE

NOTES PAYABLE12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]
NOTES PAYABLENOTE 5 – NOTES PAYABLE On
September 8, 2021, the Company acquired a building in Palm Bay, Florida.. The Company purchased the building by entering into a $ 2,500,000
mortgage note payable. The
terms of the mortgage note payable call for monthly interest only payments of approximately $ 10,000
each through December 2021 at an interest rate
of 4.75 %.
Effective January 8, 2022, monthly mortgage payments of principal and interest of $16,250 each, at an interest rate of 4.75% per annum,
with a maturity date of December
8, 2024 and a balloon principal
payment due of approximately $ 2,270,000 .
The mortgage is secured by the underlying real estate all equipment and fixtures owned or subsequently acquired, and 500,000
shares of the Company’s common stock pledged
by the Company’s CEO, as well his personal guarantee for the full amount of the mortgage. Additionally, the mortgage note payable
provides the lender a due on demand feature at the discretion of the lender. As a result, the Company has recorded the outstanding balance
of the note payable as a current liability at December 31, 2021. The Company has a vehicle loan which requires monthly payments of principal and interest in the amount of $ 710 13.1 At December 31, 2021, the aggregate maturities of notes payable for the next five years and thereafter are as follows:
Schedule
Of Maturities Notes Payable
2022 2,505,553
2023 12,687
2024 6,450
Total $ 2,524,690

BUSINESS ACQUISITION

BUSINESS ACQUISITION12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITIONNOTE 6 – BUSINESS ACQUISITION On October 15, 2021, the Company entered into a Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). The Acquisition closed on December 6, 2021. Pursuant to the terms of the Agreement, the Company agreed to acquire from the Abstract Media Members all of the membership interests of Abstract Media held by the Abstract Media Members, representing 100% of the membership interests of Abstract Media, in exchange for the issuance by the Company to the Abstract Media Members of (i) shares of the Company’s common stock, plus (ii) $15,000 paid to the Abstract Media members, plus (iii) $ 15,000 Pursuant to the terms of the Agreement, on December 6, 2021, the Abstract Media Members assigned their respective membership interests in Abstract Media to the Company, and Abstract Media became a wholly owned subsidiary of the Company. In exchange therefor, on December 6, 2021, the Company issued to the Abstract Media Members an aggregate of 73,244 For the acquisition of Abstract Media, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid
Schedule Of Business Acquisitions By
Acquisition Contingent Consideration
Cash and cash equivalents $ 30,000
Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share 292,976
Net liabilities assumed 77,422
Fair value of total consideration paid $ 400,398 Net assets acquired and liabilities assumed
Schedule Of Non cash Or Part Non cash Acquisitions
Cash and cash equivalents $ 21,080
Accounts receivable 39,345
Other current assets 19,758
Fixed assets, net 15,467
Total assets $ 95,650
Accounts payable 69,724
Accrued liabilities 103,348
Total liabilities 173,072
Net liabilities assumed $ 77,422 The Company has allocated the fair value of the total consideration paid of $ 400,398 200,199 200,199 The unaudited
financial information in the table below summarizes the combined results of operations of the Company and Abstract Media for the years
ended December 31, 2021, and December 31, 2020, on a pro forma basis, as though the companies had been combined as of January 1, 2020.
The pro forma earnings for the years ended December 31, 2021, and December 31, 2020, were adjusted to include intangible amortization
expense of $ 66,733 66,733 109,831
Schedule of Business acquisition, pro forma information
(Unaudited)
Years Ended
December 31, December 31,
2021 2020
Total net sales $ 602,954 $ 773,006
Loss from operations (4,666,352 ) $ (3,233,046 )
Net loss (4,494,088 ) $ (3,006,958 )
Basic and fully diluted loss per share $ (0.05 ) $ (0.20 )
Weighted average shares outstanding 99,800,723 14,983,756

INTANGIBLE ASSETS

INTANGIBLE ASSETS12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETSNOTE 7 – INTANGIBLE ASSETS As
of December 31, 2021 the balance of intangible assets was $ 194,638 .
During the year ended December 31, 2021 and the nine-month period ended December 31, 2020 the Company recorded $ 5,561
and $- 0 -
in amortization expense. As discussed in Note 6, the intangible assets have been valued based on provisional estimates of fair value
and are subject to change as the Company completes its valuation assessment by the completion of the one year measurement period. Amortization
for the following fiscal years is estimated to be: 2022 - $ 66,733 66,733 61,172

ACCRUED EXPENSES

ACCRUED EXPENSES12 Months Ended
Dec. 31, 2021
Payables and Accruals [Abstract]
ACCRUED EXPENSESNOTE 8 – ACCRUED EXPENSES As of December 31, 2021, and December 31, 2020, the balances of accrued expenses were $ 195,589 46,134 123,168 24,629 13,566 34,226 12,634 33,500

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSNOTE 9 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2021, the Company has a contract
with a member of management to provide service to them. For that service the member of management paid a deposit of $ 90,000 Expenses of $ 46,943 46,943 Additionally, the following related party transactions occurred during the nine month period ended December 31, 2020.
● Eagle Lake granted Sollensys Corp the right to use its premises without any rent obligation.
● The Company’s CEO donated $5,311 capital to Sollensys Corp.
● In 2020, Eagle Lake purchased 13 computer servers (used to make Blockchain Archive Servers) from Probability and Statistics, Inc, an entity owned by Mr. Beavers, the Chief Executive Officer, director and significant stockholder of Eagle Lake and Sollensys Corp. Each server was purchased for $ 6,000 45,000 135,000 90,000 30,000
● During
the nine months ended December 31, 2020, the Company received a legal opinion that the statute of limitations per Nevada law for any
claims to be made relating to liabilities that had been recorded on the Company’s books and records dating back to 2013 and prior,
had expired. As a result, the Company determined it no longer had any liability for accrued expenses or an advance to stockholder and
recorded “other income” as a gain on the extinguishment of debt of $ 85,771

INCOME TAXES

INCOME TAXES12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXESNOTE 10 – INCOME TAXES The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Schedule Of Components Of Income Tax Expense Benefit
December 31, December 31,
Rate Reconciliation 2021 2020
Pre-tax book loss $ (4,525,585 ) $ (2,828,132 )
Provision at statutory rate (1,177,000 ) (593,900 )
Permanent differences 63,000 473,900
Change in valuation allowance 1,114,000 120,000
Total tax expense (benefit) current and deferred $ - $ - Net deferred tax assets consist of the following:
Schedule Of Deferred Tax Assets And Liabilities
Deferred
tax assets 12/31/2021 12/31/2020
Deferred tax assets by jurisdiction
Federal $ 962,300 $ 93,300
State 271,700 26,700
Valuation allowance (1,234,000 ) (120,000 )
Net deferred tax assets $ - $ -
Deferred tax assets by components
Intangible assets $ 4,800 $ 4,800
Net operating loss 1,229,200 115,200
Valuation allowance (1,234,000 ) (120,000 )
Net deferred tax assets $ - $ - As
of December 31, 2021, the Company had federal, and state net operating loss carryforwards of approximately $ 4,800,000 with
no expiration date to use these credits, that are available to offset future liabilities for income taxes. The Company has generally
established a valuation allowance against these carryforwards based on an assessment that it is more likely than not that these
benefits will not be realized in future years. The Company has reviewed the scheduled reversals of the deferred tax assets and its
projected taxable income in conjunction with the changes in tax laws enacted and determined a valuation allowance is required at
December 31, 2021 and 2020. The December 31, 2021 and 2020, results of operations include an increase in our valuation allowance of
$ 1,114,000 120,000

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION12 Months Ended
Dec. 31, 2021
Equity [Abstract]
STOCK BASED COMPENSATIONNOTE 11 – STOCK BASED COMPENSATION During the year ended December 31, 2021, the Company issued 56,365 310,048 241,809 68,239 56,365 45,274 11,091

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY12 Months Ended
Dec. 31, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITYNOTE 12 – STOCKHOLDERS’ EQUITY Series A Preferred Stock On March 21, 2020, the Company filed a Certificate of Designation to authorize 25,000,000 0.001 the holders of Series A preferred stock have the right to convert each share of Series A preferred stock into 50 shares of common stock. 19,000,000 1,900,000 On December 31, 2021, and December 31, 2020, there were 10,000,000 0 Common Stock The Company has authorized 300,000,000 0.001 During the year ended December 31, 2021 the Company:
● raised $ 4,603,979 1,231,580
● issued 73,244 292,976
● issued an aggregate of 56,365 310,048 During the nine months ended December 31, 2021, the Company: On October 13, 2020, Eagle, the owner of 100 19,000,000 95,000,000 11,400,000,000 Prior to the merger with Sollensys, Eagle Lake raised $ 945,550 In December 2020, the Company raised $ 94,500 27,000

LEASES

LEASES12 Months Ended
Dec. 31, 2021
Leases [Abstract]
LEASESNOTE 13 – LEASES Effective January 3, 2022, the Company’s
principal executive office with approximately 35,000 square feet of office space became located at 1470 Treeland Blvd. SE, Palm Bay, Fl.
32909. The Company owns this property. Prior to January 3, 2022, the Company maintained
its principal offices at 2475 Palm Bay Road NE, Palm Bay, Florida 32905 where it leased four separate suites. These leases all have an
expiration date of February 28, 2026:
● Suite #120, which is approximately 3,100 square feet of office space, and a lease term that expires on February 28, 2026; and
● Suite #7, which is approximately 1,885 square feet of office space, and has a lease term that expires on February 28, 2026; and
● Suite #2, which is approximately 2,007 square feet of office space, and has a lease term that expires on February 28, 2026; and
● Suite
#110, which is approximately 2,808 square feet, and has a lease term that expires on February
28, 2026. Terms of the four office leases provide for an
aggregate base rent payment of $ 12,756 3 The Company has sublet two of these suites for $3,642 for a one year period commencing on January 1, 2022. At Abstract Media the Company leases office space
which expires on March 31, 2023 and sublease a portion of the office space to other companies. As of December 31, 2021 our net rent expense,
after deducting sublease income was approximately $ 4,830 6,830 The Company’s minimum annual future obligations
under all existing operating leases, net of sublet income for each of the next five years are as follows:
Schedule of operating leases
2022 $ 180,905
2023 171,631
2024 157,065
2025 161,777
2026 27,772
Total $ 699,150

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 14 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Eagle Lake and Abstract Media. All intercompany accounts and transactions are eliminated in consolidation.
Use of EstimatesUse of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On December 31, 2021 and December 31, 2020, the Company’s cash equivalents totaled $ 592,534
and $ 129,624 ,
respectively. The Company maintains accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation
(FDIC). Cash balances at times are in excess of FDIC insurance limits.
Property and EquipmentProperty and Equipment Property and equipment are recorded at historical cost. Major renewals and improvements are capitalized, while normal repairs and maintenance are expensed in the period incurred. Depreciation and amortization are computed using the straight-line method over the asset’s estimated useful life. Computer equipment and office furnishings estimated useful lives range from 5 to 7 years
Intangible AssetsIntangible Assets Intangible
assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line
basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of primarily
of customer relationships with an estimated useful life of three years.
GoodwillGoodwill Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future.
Long-Lived Asset ImpairmentLong-Lived Asset Impairment Long-lived assets, other than goodwill and indefinite-lived intangible assets, are evaluated for impairment when changes in events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the projected undiscounted cash flow is less than the carrying value of the assets, the assets will be written down to the estimated fair value and such impairment loss is recognized in the consolidated statements of operations in the period in which the determination is made.
Revenue RecognitionRevenue Recognition Revenues are accounted for in accordance with the FASB’s Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). The Company derives revenue from two sources.
The Company’s primary product is the Blockchain Archive Server—a turn-key, off-the-shelf, blockchain solution that works with
virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the
client’s data security that is being utilized. The second product offering is called the “Regional
Service Center” which is a single unit system of 32 Blockchain Archive Servers capable of servicing up to 2,580 individual small
accounts, and is marketed to existing IT service providers with established accounts. The service is delivered over the Internet and
is considered software as a service “SaaS”. For the year ended December 31, 2021 we recorded $182,321 in subscription
revenue from the execution of our blockchain archive services agreements, compared to $180,000 from the sale of servers for the year ended
December 31, 2020. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and/or services. To achieve this principle, the Company applies the following five steps:
1. Identify the contract with the customer;
2. Identify the performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to performance obligations in the contract, and
5. Recognize revenue when or as the Company satisfies a performance obligation. The
Company recognizes revenue when the control of the products is transferred to the Company’s customer, in an amount that reflects
the consideration the Company expects to be entitled to in exchange for these products. Control is generally transferred when products
are delivered. The Company’s revenue contracts generally represent a single performance obligation to sell its products to customers.
For the SaaS software, which typically involves a significant customer deposit with services provided by the Company over a 60 month
period, the Company recognizes revenue ratably as service is provided over the contract period.
Deferred RevenueDeferred Revenue Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of ASC 606 are considered to be contract liabilities and are classified as deferred revenue on the Company’s consolidated balance sheets. As of December 31, 2021, the current balance of deferred revenue was $ 437,731 205,714 17,143 72,857 17,143
Income TaxesIncome Taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amount which are considered “more likely than not” to be realized. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine
if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s
sustainability under audit. On Dec. 18, 2019, FASB released Accounting Standards Update (ASU) 2019-12, which affects general principles
within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income
taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity
in accounting standards by improving certain areas of GAAP without compromising information provided to users of financial statements.
The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s consolidated financial statements.
Stock-Based CompensationStock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in ASC 718, Stock Compensation, for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Once the fair value is established for the grant, the aggregate expenses will be recognized over the period during which service is provided on a straight-line basis.
Related Party TransactionsRelated Party Transactions The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company’s consolidated financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.
Net Loss Per ShareNet Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) 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 (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2021 and 2020, there were no
Recently Issued Accounting PronouncementsRecently Issued Accounting Pronouncements
LeasesLeases The Company currently follows the guidance in ASC 840 “ Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, ASC
842 will be effective for the Company beginning on January 1, 2022. We do not believe that the adoption of this guidance will have a
material impact on our financial statements

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule Of Property Plant And EquipmentSchedule
Of Property Plant And Equipment 2021
Land $ 484,197
Buildings 1,946,586
Building improvements 270,472
Furniture and fixtures 179,432
Equipment 93,627
Vehicles 31,223
Subtotal 3,005,537
Less: accumulated depreciation (60,707 )
Total $ 2,944,830

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]
Schedule Of Maturities Notes PayableSchedule
Of Maturities Notes Payable
2022 2,505,553
2023 12,687
2024 6,450
Total $ 2,524,690

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule Of Business Acquisitions By Acquisition Contingent ConsiderationSchedule Of Business Acquisitions By
Acquisition Contingent Consideration
Cash and cash equivalents $ 30,000
Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share 292,976
Net liabilities assumed 77,422
Fair value of total consideration paid $ 400,398
Schedule Of Non cash Or Part Non cash AcquisitionsSchedule Of Non cash Or Part Non cash Acquisitions
Cash and cash equivalents $ 21,080
Accounts receivable 39,345
Other current assets 19,758
Fixed assets, net 15,467
Total assets $ 95,650
Accounts payable 69,724
Accrued liabilities 103,348
Total liabilities 173,072
Net liabilities assumed $ 77,422
Schedule of Business acquisition, pro forma informationSchedule of Business acquisition, pro forma information
(Unaudited)
Years Ended
December 31, December 31,
2021 2020
Total net sales $ 602,954 $ 773,006
Loss from operations (4,666,352 ) $ (3,233,046 )
Net loss (4,494,088 ) $ (3,006,958 )
Basic and fully diluted loss per share $ (0.05 ) $ (0.20 )
Weighted average shares outstanding 99,800,723 14,983,756

INCOME TAXES (Tables)

INCOME TAXES (Tables)12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule Of Components Of Income Tax Expense BenefitSchedule Of Components Of Income Tax Expense Benefit
December 31, December 31,
Rate Reconciliation 2021 2020
Pre-tax book loss $ (4,525,585 ) $ (2,828,132 )
Provision at statutory rate (1,177,000 ) (593,900 )
Permanent differences 63,000 473,900
Change in valuation allowance 1,114,000 120,000
Total tax expense (benefit) current and deferred $ - $ -
Schedule Of Deferred Tax Assets And LiabilitiesSchedule Of Deferred Tax Assets And Liabilities
Deferred
tax assets 12/31/2021 12/31/2020
Deferred tax assets by jurisdiction
Federal $ 962,300 $ 93,300
State 271,700 26,700
Valuation allowance (1,234,000 ) (120,000 )
Net deferred tax assets $ - $ -
Deferred tax assets by components
Intangible assets $ 4,800 $ 4,800
Net operating loss 1,229,200 115,200
Valuation allowance (1,234,000 ) (120,000 )
Net deferred tax assets $ - $ -

LEASES (Tables)

LEASES (Tables)12 Months Ended
Dec. 31, 2021
Leases [Abstract]
Schedule of operating leasesSchedule of operating leases
2022 $ 180,905
2023 171,631
2024 157,065
2025 161,777
2026 27,772
Total $ 699,150

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)Oct. 14, 2020Aug. 05, 2020Dec. 31, 2021Dec. 31, 2020Mar. 21, 2020
Preferred stock par value $ 0.001 $ 0.001
Common stock, par value $ 0.001
Common stock description50 shares of Common Stock per share of Series A Preferred Stock, and has voting power on an as-converted basis (voting with the Common Stock as one class) and thus represents 65.4% of the voting power of all shares of stock of the Company.
Stockholders' Equity, Reverse Stock Split1-for-120 reverse stock split
Common stock, authorized300,000,000 300,000,000
Common stock, outstanding99,354,547 99,354,547
Additional shares issued143,585
Series A Preferred Stock [Member]
Stock issued value new issues $ 19,000,000
Sale of stock shares value19,000,000
Payment of stock shares $ 230,000
Preferred stock par value $ 0.001 $ 0.001
Reverse Stock Split [Member]
Common stock, authorized12,000,000,000
Additional stock shares $ 11,400,000,000
Additional shares95,000,000
Minority interest95.80%
Common stock, outstanding99,193,962

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2021Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit $ 2,472,140
Accumulated deficit $ 7,967,663 $ 3,442,078

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2021Dec. 31, 2020
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value $ 592,534 $ 129,624
Estimated useful life5 to 7 years
Deferred revenue current $ 437,731
Deferred revenue long-term205,714
Deferred revenue17,143 $ 72,857
Deferred revenue recognized $ 17,143
Anti-dilutive shares0 0

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)Dec. 31, 2021Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property plant and equipment $ 3,005,537
Accumulated depreciation(60,707)
Property plant and equipment net2,944,830 $ 0
Land [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment484,197
Building [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment1,946,586
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment270,472
Furnitures And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment179,432
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment93,627
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment $ 31,223

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)Sep. 08, 2021Dec. 31, 2021Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense $ 10,140 $ 0
Costs and expenses $ 2,430,762
Depreciation expense $ 0

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)Dec. 31, 2021USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual Principal Payment of mortgage $ 2,524,690
2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual Principal Payment of mortgage2,505,553
2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual Principal Payment of mortgage12,687
Two Thousand Twenty Five [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual Principal Payment of mortgage $ 6,450

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2021Sep. 08, 2021
Debt Disclosure [Abstract]
Investment Building and Building Improvements $ 2,500,000
Mortgage call monthly interest payments $ 10,000
Interest rate4.75%
Debt Instrument, Maturity DateDec. 8,
2024
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid $ 2,270,000
Shares pledged by CEO500,000
Monthly principal payments $ 710
Debt instrument interest rate13.10%

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details)12 Months Ended
Dec. 31, 2021USD ($)shares
Business Combination and Asset Acquisition [Abstract]
Cash and cash equivalents $ 30,000
Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share | shares292,976
Net liabilities assumed $ 77,422
Fair value of total consideration paid $ 400,398

BUSINESS ACQUISITION (Details 1

BUSINESS ACQUISITION (Details 1)Dec. 31, 2021USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash and cash equivalents $ 21,080
Accounts receivable39,345
Other current assets19,758
Fixed assets, net15,467
Total assets95,650
Accounts payable69,724
Accrued liabilities103,348
Total liabilities173,072
Net liabilities assumed $ 77,422

BUSINESS ACQUISITION (Details 2

BUSINESS ACQUISITION (Details 2) - USD ($)12 Months Ended
Dec. 31, 2021Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]
Total net sales $ 602,954 $ 773,006
Loss from operations(4,666,352)(3,233,046)
Net loss $ (4,494,088) $ (3,006,958)
Basic and fully diluted loss per share $ (0.05) $ (0.20)
Weighted average shares outstanding99,800,723 14,983,756

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - USD ($)Dec. 06, 2021Oct. 15, 2021Dec. 31, 2020Dec. 31, 2021Dec. 31, 2020
Business Acquisition [Line Items]
Stock issued, shares73,244
Total consideration paid $ 400,398
Goodwill200,199
Intangible assets200,199
Intangible amortization expense $ 0 5,561
Acquisition-related expenses109,831
Abstract Media Acquisition [Member]
Business Acquisition [Line Items]
Intangible amortization expense $ 66,733 $ 66,733
Membership Interest Exchange Agreement [Member]
Business Acquisition [Line Items]
Additional consideration $ 15,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)9 Months Ended12 Months Ended
Dec. 31, 2020Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Current $ 194,638
Amortization of Intangible Assets $ 0 5,561
Amortization estimated year 202266,733
Amortization estimated year 202366,733
Amortization estimated year 2024 $ 61,172

ACCRUED EXPENSES (Details Narra

ACCRUED EXPENSES (Details Narrative) - USD ($)Dec. 31, 2021Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued expenses $ 195,589 $ 46,134
Credit card payables123,168 12,634
Accrued rent24,629
Accrued interest13,566
Miscellaneous accrued liabilities $ 34,226 $ 33,500

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)9 Months Ended12 Months Ended
Dec. 31, 2020Dec. 31, 2021Dec. 31, 2020Aug. 05, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit $ 90,000
Purchase of equipment6,000
Proceeds from sale of other asset $ 45,000
Revenue $ 135,000
Gross margin90,000 $ 90,000
Cost of sales30,000 384,908
Other income $ 85,771
David Lazar [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related party expenses $ 46,943
Due to related party $ 46,943

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)9 Months Ended12 Months Ended
Dec. 31, 2020Dec. 31, 2021
Income Tax Disclosure [Abstract]
Pre-tax book loss $ (2,828,132) $ (4,525,585)
Provision at statutory rate(593,900)(1,177,000)
Permanent differences473,900 63,000
Change in valuation allowance120,000 1,114,000
Total tax expense (benefit) current and deferred $ 0 $ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)Dec. 31, 2021Dec. 31, 2020
Deferred tax assets by jurisdiction
Federal $ 962,300 $ 93,300
State271,700 26,700
Valuation allowance(1,234,000)(120,000)
Net deferred tax assets0 0
Deferred tax assets by components
Intangible assets4,800 4,800
Net operating loss $ 1,229,200 $ 115,200

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2021Dec. 31, 2020
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards $ 4,800,000
Valuation allowence $ 1,114,000 $ 120,000

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2021Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock-based compensation $ 241,809
Unamortized amount $ 68,239
Shares issued56,365 27,000
Vested45,274
Unvested11,091
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation, shares56,365
Stock based compensation, value $ 310,048

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)Oct. 10, 2020Aug. 05, 2020Mar. 21, 2021Dec. 31, 2020Dec. 31, 2021Oct. 13, 2020Apr. 02, 2020Mar. 21, 2020
Class of Stock [Line Items]
Preferred stock, authorized10,000,000 10,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, issued0 0
Stock-based compensation $ 241,809
Preferred stock, outstanding0 0
Common stock, authorized300,000,000 300,000,000
Common stock, par value $ 0.001 $ 0.001
Owner ship percentage100.00%
Common stock shares11,400,000,000
Sale of common stock945,550
Sale of stock $ 94,500
Shares, Issued27,000 56,365
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued73,244
Number of shares issued, value $ 310,048
Converteble preferred stock95,000,000
Common Stock [Member] | Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of shares issued56,365
Number of shares issued, value $ 292,976
[Investor [Member]]
Class of Stock [Line Items]
Proceeds from sale of stock $ 4,603,979
Number of stock sold1,231,580
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, authorized10,000,000 10,000,000 25,000,000
Preferred stock, par value $ 0.001 $ 0.001
Conversion of right Series A preferred stock descriptionthe holders of Series A preferred stock have the right to convert each share of Series A preferred stock into 50 shares of common stock.
Preferred stock, issued0 0
Stock-based compensation $ 1,900,000
Preferred stock, outstanding0 0
Number of shares issued, value $ 19,000,000
Converteble preferred stock19,000,000
Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Class of Stock [Line Items]
Preferred stock, issued19,000,000

LEASES (Details)

LEASES (Details)Dec. 31, 2021USD ($)
Leases [Abstract]
2022 $ 180,905
2023171,631
2024157,065
2025161,777
202627,772
Total $ 699,150

LEASES (Details Narrative)

LEASES (Details Narrative)12 Months Ended
Dec. 31, 2021USD ($)
Leases [Abstract]
Base rent payment $ 12,756
Annual intrest rate300.00%
Lease DescriptionThe Company has sublet two of these suites for $3,642 for a one year period commencing on January 1, 2022.
Sublease rentals $ 4,830
Future minimum lease payments $ 6,830