Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55144 | ||
Entity Registrant Name | NUTRALIFE BIOSCIENCES, INC | ||
Entity Central Index Key | 0001563463 | ||
Entity Tax Identification Number | 46-1482900 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 6601 Lyons Road | ||
Entity Address, Address Line Two | Suite L-6 | ||
Entity Address, City or Town | Coconut Creek | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33073 | ||
City Area Code | 888 | ||
Local Phone Number | 509-8901 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,359,742 | ||
Entity Common Stock, Shares Outstanding | 174,968,516 | ||
Documents incorporated by reference | NONE | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Rotenberg Meril Solomon Bertiger & Guttilla, PC | ||
Auditor Location | Saddle Brook | ||
Auditor Firm ID | 361 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 135,769 | $ 742 |
Accounts receivable, net of allowance for doubtful accounts in the amount of $0 and $0 | 44,198 | 154,193 |
Inventories | 309,334 | 567,527 |
Prepaid and other current assets | 28,997 | |
Total current assets | 518,298 | 722,462 |
Property and equipment, net | 2,265,196 | 2,314,661 |
Operating lease right-of-use assets | 449,155 | 661,141 |
Investment | 383,326 | 383,326 |
Deposit on equity and license agreement | 675,000 | |
Intangible asset | 525,150 | 590,118 |
Other assets | 35,000 | 35,000 |
Total Assets | 4,851,125 | 4,706,708 |
Current Liabilities: | ||
Accounts payable | 283,164 | 173,925 |
Accrued expenses (related party $148,552 and $91,048) | 1,043,891 | 786,495 |
Deferred revenue | 70,521 | |
Customer deposits | 22,700 | |
Liability for stock to be issued | 265,500 | 265,500 |
Current portion of SBA Note Payable | 148,000 | |
Current portion of finance leases | 17,161 | 20,000 |
Current portion of operating lease liability | 141,911 | 214,000 |
Notes payable, net of unamortized discount of $200,524 and $206,542 (related party $1,000,000 and $1,000,000) | 2,621,506 | 2,153,498 |
Other current liability | 33,000 | |
Revenue share agreements payable | 725,000 | |
Total current liabilities | 5,201,654 | 3,784,118 |
Long-term Liabilities: | ||
Notes payable - SBA, net of current portion | 10,000 | 106,700 |
Operating lease liability, net of current portion | 350,887 | 497,593 |
Finance leases, net of current portion | 1,114 | 17,187 |
Total liabilities | 5,563,655 | 4,405,598 |
Stockholders’ (Deficit) Equity | ||
Preferred stock value | 1 | 1 |
Common stock; $0.0001 par value, 499,990,000 authorized shares; 171,398,834 and 160,419,488 shares issued and outstanding | 17,133 | 16,036 |
Additional paid-in-capital | 46,828,644 | 42,015,874 |
Accumulated deficit | (47,558,308) | (41,730,801) |
Total stockholders’ (deficit) equity | (712,530) | 301,110 |
Total Liabilities and Stockholders’ (Deficit) Equity | 4,851,125 | 4,706,708 |
Series A Preferred Stock [Member] | ||
Stockholders’ (Deficit) Equity | ||
Preferred stock value | 1 | 1 |
Series B Preferred Stock [Member] | ||
Stockholders’ (Deficit) Equity | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Accrued expenses related party | 148,552 | 91,048 |
Notes payable, unamortized discount | 200,524 | 206,542 |
Notes payable related parties current | $ 1,000,000 | $ 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 10,000 | |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 499,990,000 | 499,990,000 |
Common stock, shares issued | 171,398,834 | 160,419,488 |
Common stock, shares outstanding | 171,398,834 | 160,419,488 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 27 | 20 |
Preferred stock, shares outstanding | 27 | 20 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 626,619 | $ 1,255,784 |
Cost of Sales | 543,031 | 745,934 |
Gross Profit | 83,588 | 509,850 |
Operating expenses | ||
Advertising and promotion | 22,913 | 176,430 |
Stock-based compensation | 2,569,514 | 501,707 |
General and administrative | 1,849,371 | 1,804,765 |
Depreciation and amortization | 114,434 | |
Total operating expenses | 4,556,232 | 2,482,902 |
Loss from operations | (4,472,644) | (1,973,052) |
Other Income (expense) | ||
Other income (expense) | 6,448 | (53) |
Income from debt forgiveness | 487,975 | |
Finance costs | (1,849,286) | (916,835) |
Total other income (expense) | (1,354,863) | (916,888) |
Loss before income taxes | (5,827,507) | (2,889,940) |
Income tax expense | ||
Net loss | $ (5,827,507) | $ (2,889,940) |
Net loss per weighted average common share - basic and diluted | $ (0.04) | $ (0.02) |
Number of weighted average shares outstanding - basic and diluted | 164,526,457 | 146,330,346 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ 14,092 | $ 40,415,885 | $ (38,840,861) | $ 1,589,117 | |
Beginning balance, shares at Dec. 31, 2019 | 1,000 | 140,976,183 | ||||
Preferred stock issued for services | 454,684 | 454,684 | ||||
Preferred stock issued for services, shares | 20 | |||||
Shares issued for cash | $ 192 | 124,808 | 125,000 | |||
Shares issued for cash, shares | 1,923,076 | |||||
Shares issued in connection with debt financing | $ 455 | 390,645 | 391,100 | |||
Shares issued in connection with debt financing, shares | 4,550,000 | |||||
Shares issued for services | $ 47 | 46,976 | 47,023 | |||
Shares issued for services, shares | 470,229 | |||||
Beneficial conversion feature | 51,900 | 51,900 | ||||
Warrants issued in connection with debt financing | 143,900 | 143,900 | ||||
Warrants issued for cash | 5,000 | 5,000 | ||||
Investment in convertible preferred stock | $ 1,250 | 382,076 | 383,326 | |||
Investment in convertible preferred stock, shares | 12,500,000 | |||||
Net Loss | (2,889,940) | (2,889,940) | ||||
Ending Balance, value at Dec. 31, 2020 | $ 1 | $ 16,036 | 42,015,874 | (41,730,801) | 301,110 | |
Ending balance, shares at Dec. 31, 2020 | 1,000 | 20 | 160,419,488 | |||
Preferred stock issued for services | 164,524 | 164,524 | ||||
Preferred stock issued for services, shares | 10 | |||||
Shares issued for services | $ 155 | 174,845 | 175,000 | |||
Shares issued for services, shares | 1,550,000 | |||||
Warrants issued in connection with debt financing | 1,525,857 | 1,525,857 | ||||
Net Loss | (5,827,507) | (5,827,507) | ||||
Conversion series B Preferred Stock to Common Stock | $ 44 | 44 | ||||
Conversion series B Preferred Stock to Common Stock, shares | (3) | 448,701 | ||||
Common stock and warrants issued for cash | $ 435 | 347,565 | 348,000 | |||
Common stock and warrants issued for cash, shares | 4,350,000 | |||||
Common stock issued in connection with debt conversions and accrued interest | $ 463 | 369,989 | 370,452 | |||
Common stock issued in connection with debt conversions and accrued interest, shares | 4,630,645 | |||||
Warrants issued as compensation | 2,229,990 | 2,229,990 | ||||
Ending Balance, value at Dec. 31, 2021 | $ 1 | $ 17,133 | $ 46,828,644 | $ (47,558,308) | $ (712,530) | |
Ending balance, shares at Dec. 31, 2021 | 1,000 | 27 | 171,398,834 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (5,827,507) | $ (2,889,940) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income from debt forgiveness | (487,975) | |
Depreciation | 49,465 | 61,986 |
Stock-based compensation | 2,569,514 | 501,707 |
Warrants issued in connection with debt conversion | 1,155,590 | |
Amortization of debt discount | 438,235 | 671,319 |
Amortization of right of use asset | 211,986 | 267,754 |
Amortization of intangible asset | 64,968 | 64,968 |
Bad debt recoveries | (1,500) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (109,995) | 140,894 |
Inventories | (258,193) | 77,354 |
Prepaid expenses | 28,997 | (87,627) |
Accounts payable | 109,239 | 938 |
Accrued expenses | 302,882 | 373,301 |
Deferred revenue | 70,521 | |
Customer deposits | (22,700) | 13,350 |
Operating lease liabilities | (218,795) | (217,502) |
Revenue share agreements payable | 725,000 | |
Other current liability | 33,000 | |
Net Cash Used in Operating Activities | (487,386) | (1,284,240) |
INVESTING ACTIVITIES | ||
Deposit on equity and license agreement | (675,000) | |
Net Cash Used in Investing Activities | (675,000) | |
FINANCING ACTIVITIES | ||
Proceeds from SBA financing | 243,275 | 254,700 |
Proceeds from debt issuances | 725,050 | 905,040 |
Proceeds from warrants issued for cash | 5,000 | |
Common shares issued for cash | 348,000 | 125,000 |
Payments on finance leases | (18,912) | (19,586) |
Net Cash Provided by Financing Activities | 1,297,413 | 1,270,154 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 135,027 | (14,086) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 742 | 14,828 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 135,769 | 742 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||
Shares issued in connection with debt | 391,100 | |
Beneficial conversion feature | 51,900 | |
Right of use asset addition under ASC 842 | 134,364 | |
Operating lease liabilities under ASC 842 | 134,364 | |
Debt and accrued interest converted to equity | 370,452 | |
Warrants issued for the issuance of debt | 370,267 | 143,900 |
Investment in convertible preferred stock | $ 383,326 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS NutraLife BioSciences, Inc. (“We” or the “Company”) is the producer and distributor of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption. Our products are sold to private label distributers who sell the products we manufacture under their own brand name as well as under our own brand name. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc., and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, which amended the effective date of the various topics. As the Company is a Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using a modified retrospective approach effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2021 consisted of a money market account. Inventories Inventories are stated at lower of cost or net realizable value utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Inventory consists of the following: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Raw Materials $ 60,630 $ 356,901 Finished Goods 248,704 210,626 Inventories $ 309,334 $ 567,527 Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $ 0 as of both December 31, 2021 and 2020. Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Impairment charges would be included with costs and expenses in the Company’s consolidated statements of operations and would result in reduced carrying amounts of the related assets on the Company’s consolidated balance sheets. No Revenue Recognition The Company accounts for revenue under the guidance of FASB ASC 606, “Revenue from Contracts from Customers” (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the ASC 606 guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. We recognize certain revenues under bill and hold arrangements with certain customers when the Company has fulfilled all of its performance obligations, the units are segregated for the specific customer only, and the goods are ready for physical transfer to the customer in accordance with their defined contract delivery schedule. For any requested bill and hold arrangement, we make an evaluation as to whether the bill and hold arrangement qualifies for revenue recognition. The customer must initiate the request for the bill and hold arrangement. The customer must make a fixed commitment to purchase the items. The risk of ownership is passed to the customer, and payment terms are not modified. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgements based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. All of the Company’s sales resulted from contracts with customers for the years ended December 31, 2021 and 2020. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of sales. Billings for shipping and handling are reflected within sales in the accompanying consolidated statements of operations. Income Taxes The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax years 2018-2021 for the Company remain open for audit by federal and state tax authorities. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the year and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share. SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE December 31, 2021 December 31, 2020 (Shares) (Shares) Warrants 80,837,314 30,560,598 Series B Preferred Stock 4,038,309 - Convertible notes payable, and accrued interest 7,746,257 5,799,124 92,621,880 36,359,722 Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. Leases The Company accounts for leases FASB ASU 2016-02, “Leases” (“ASC 842”) and other associated standards, which defines a lease as any contract that conveys the right to use a specific asset for a period of time in exchange for consideration. ASC 842 requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet and the disclosure of key information about certain leasing arrangements. As permitted by ASC 842, the Company elected the adoption date of January 1, 2019, which is the initial date of application. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases (formerly called capital leases). The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Leases are classified as a finance lease if any of the following criteria are met: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of December 30, 2021, the Company has two finance leases and three operating leases. Under the ASC 842 guidance, both finance and operating leases are reflected on the balance sheet as lease or “right-of-use” assets and lease liabilities. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. The related right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. Intangible Asset Intangible asset represents the value assigned to intellectual property and is amortized based on the economic benefit expected to be realized. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained significant losses and negative cash flows from operations. We incurred a net loss of approximately $ 5.8 million and $ 2.9 million for the years ended December 31, 2021 and 2020, respectively. We had cash used in operating activities of approximately $ 487 thousand for the year ended December 31, 2021, and have an accumulated deficit of approximately $ 48 million at December 31, 2021. These conditions raise substantial doubt about our ability to continue as a going concern. In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in China and began to spread around the world in early 2020. In reaction to decreased supply of and increased demand for sanitizer products, the Company shifted its manufacturing to produce sanitizer products. The Company’s other business operations have been impacted negatively by COVID-19 due to government restrictions and the overall adverse effect on the global economy. The Company expects COVID-19 to continue to negatively impact its operating results and its ability to obtain financing. NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS, CONTINUED The Company is currently in the process of raising capital to complete and finalize the build-out of its facility in Deerfield Beach for the purpose of consolidating its operations. The structure of the capital raise is currently in development. The Company is continuing its path to profitability through increased business development, marketing and sales of the Company’s multiple lines of topical, ingestible and skincare health and wellness products. The Company is also focused on completing an efficacy clinical study on its patented mosquito bug patch with plans upon a successful conclusion to launch globally in the very near future, adding to the Company’s suite of wellness products. In January 2022, the Company entered into a license and ownership agreement in an effort to expand its sales and customer base. For the details of equity and license agreement refer to the Note 6-Investment. The independent auditors’ report on our financial statements for the years ended December 31, 2021 and 2020 contain explanatory paragraphs expressing substantial doubt as to our ability to continue as a going concern. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET A summary of property and equipment at December 31, 2021 and 2020 is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Furniture and equipment $ 1,959,694 $ 1,959,694 Leasehold improvements 840,728 840,728 Property and equipment, at cost 2,800,422 2,800,422 Less: accumulated depreciation (535,226 ) (485,761 ) Property and equipment,net $ 2,265,196 $ 2,314,661 Depreciation expense for the years ended December 31, 2021 and 2020 totaled $ 49,465 61,986 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET In February 2019, the Company acquired certain intellectual property consisting of patent rights. The aggregate purchase price paid in connection with the patent purchase was $ 714,640 , consisting of $ 130,000 cash, and 3,300,000 shares of the Company’s common stock valued at $ 0.177 per share or an aggregate of $ 584,640 . Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 were to be provided one year thereafter . These shares have not been issued and the Company is in negotiations with the seller to extend the issuance of the shares. As such, the Company recognized a liability for stock to be issued of $ 265,500 at both December 31, 2021 and 2020. The acquired patent is amortized over its remaining estimated useful life of approximately 11 years. Amortization expense is $ 64,968 for both of the years ended December 31, 2021 and 2020. The estimated annual amortization expense for the next five years and thereafter is as follows: SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE 2022 $ 65,000 2023 65,000 2024 65,000 2025 65,000 2026 65,000 Thereafter 200,150 Estimated amortization expenses $ 525,150 NOTE 5 – INTANGIBLE ASSET, CONTINUED A summary of the intangible asset at December 31, 2021 and 2020 is as follows: SCHEDULE OF INTANGIBLE ASSET December 31, 2021 December 31, 2020 Patent $ 714,640 $ 714,640 Less: accumulated amortization (189,490 ) (124,522 ) Total $ 525,150 $ 590,118 |
INVESTMENT
INVESTMENT | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT | NOTE 6 – INVESTMENT Distribution Agreement On November 2, 2020 in connection with a manufacturing, distribution and sales agreement with a third party distributor (the “Distributor”), the Company issued 12.5 250 1,000 On the first business day following the 180-day anniversary of closing, if the share price of the Distributor is less than $ 4.00 1 250,000 4.00 1 250,000 As of December 31, 2021, the Company was entitled to 3,831,169 The Company determined to initially value the convertible preferred stock investment using the Black-Scholes option pricing model using the following inputs: stock price: $ 4.00 4.00 one year 0.17 The Company made this investment to realize strategic benefits for its business, rather than to generate income or capital gains. Because the Company owns less than 20 The investment balance as of both December 31, 2021 and 2020 was $ 383,326 . There is no impairment recorded for the years ended December 31, 2021 and 2020. Deposit on Equity and License Agreement In November 2021, the Company negotiated terms of a non-exclusive sub-license agreement with a third party (the “Party”) whereby the Party will grant the Company a limited, non-exclusive authority to purchase, distribute, market, make, and sell products in which the Party has authorized the Company to produce on a case-by-case basis, for a period of three years from the effective date of the definitive agreement. In exchange for the license, the Company agreed to pay $ 450,000 20 The terms also allow the Company to purchase an equivalent ownership interest of the Party for an initial funding of $ 225,000 6,000,000 225,000 675,000 In January 2022, the Company entered into a definitive agreement with the Party. The definitive agreement defined an initial term of three years from December 30, 2021, with options to renew. The Company made additional payments to the Party in January in the amount of $ 725,000 1,400,000 500,000 900,000 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES A summary of accrued expenses is as follows: SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Officer – Bonus $ 540,500 $ 400,000 Accrued Expenses - Other 30,912 15,456 Accrued Interest – Related Parties 148,552 91,048 Accrued Interest 230,203 103,811 Other Current Liabilities 93,724 52,849 Accrued Rent - 123,331 Accrued expenses $ 1,043,891 $ 786,495 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes Payable During the quarter ended March 31, 2020, the Company received proceeds aggregating $ 345,000 due dates ranging from February to June 2020 0 12 .085 .10 3,250,000 During the quarter ended September 30, 2020, the Company received proceeds aggregating $ 230,000 a term of one year, maturing in August or September 2021 18 0.0001 780,000 During the quarter ended December 31, 2020, the Company received proceeds aggregating $ 330,040 a term of one year, maturing in October through December 2021 10 18 0.0001 520,000 6,800,000 0.08 three years The Company allocated $ 314,100 75,200 The Company allocated $ 143,900 36 189.9 0.17 0.22 Because the effective conversion prices of the convertible notes were less than the fair value of the underlying common stock on the issuance date, the Company allocated $ 51,900 In January 2021, the Company entered into a Note Exchange Agreement whereby a note holder of the Company agreed to exchange their current note that was in default, for a new promissory note and a warrant to acquire 1,200,000 NOTE 8 – NOTES PAYABLE, CONTINUED shares of common stock. The warrant is exercisable at $ 0.08 three years During the year ended December 31, 2021, the Company received proceeds aggregating $ 725,050 61,950 8 12 An aggregate of 12,787,500 0.08 three years The warrants to purchase common stock issued to the noteholders were treated as debt discounts. The gross proceeds of the notes were allocated to debt and warrants issued on a relative far value basis. The Company allocated $ 370,267 of the gross proceeds to the warrants on a relative fair basis. The warrants’ relative fair value was calculated using the Black-Scholes Merton valuation model with the following inputs: an expected and contractual life of two years , an assumed volatility ranging from 191.0 %- 245.56 %, zero dividend rate, and risk free rate ranging from 0.18 %- 0.73 %. The debt discounts associated with the BCF, warrants, and common stock issuances are amortized through the earlier of the conversion of the notes into common stock, or the maturity date of the notes, on a straight-line basis which approximates the effective interest method due to the short-term nature of the notes. Amortization of the debt discount is reported as finance costs in the Statement of Operations. During the year ended December 31, 2021, the Company entered into debt settlement agreements with three of its noteholders whereby the Company issued 4,630,645 shares of its common stock as well as warrants to acquire 10,622,583 shares of common stock. The warrants are exercisable at $ 0.08 per share and expire two years from the date of issuance, and were recorded as finance cost. The amount converted was an aggregate of $ 325,010 45,441 The warrants’ relative fair value of $ 1,155,590 24 226.19 249.44 0.17 0.28 Debt Discounts Total amortization associated with all debt discounts was $ 438,235 and $ 671,319 Convertible Note Payable to Shareholder In June 2019, the Company entered into an Investment Agreement that included a secured convertible 5.75 1,000,000 NOTE 8 – NOTES PAYABLE, CONTINUED first four Ennea Processors the Company has committed to commercialize and monetize will be secured as collateral for the note as well as current and future assets of the Company and its subsidiaries. The payment terms of the note were interest only payments from July 7, 2019 through December 7, 2019 and commencing January 7, 2020, the Company was to make equal monthly installment payments that include principal and interest through the Maturity Date of December 7, 2020. Included in the Investment Agreement is a royalty agreement whereby the investor received 500,000 shares of the Company’s common stock and will be entitled to a royalty of 8.5% from the revenue generated from the “collateral processors” while the principal is outstanding and 5% thereafter on the first two collateral processors for a period of 10 years In addition to the collateral, the note is secured by a Pledge Agreement from a related-party that included a mortgage lien on certain real property as additional collateral. The collateral processors are not yet in service. Therefore, revenue generated from them and the related royalties due cannot be estimated at this time and will be expensed as incurred in the future. The Company is currently in default of this note, however, the parties are in negotiation to reach settlement terms. Note Payable, SBA On April 23, 2020, the Company received an aggregate of $ 254,700 related to its filing under the Paycheck Protection Program (“PPP”) and Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) from Trust Bank, N.A. (the “Lender”). The Company elected to treat the loan debt under ASB ASC 470. As such, the Company would derecognize the liability when the loan was forgiven and the Company was legally released from the loan. The PPP loan of $ 244,700 was forgiven on March 12, 2021 and recognized as other income. On February 26, 2021, the Company received an aggregate of $ 243,275 243,275 |
REVENUE SHARE AGREEMENTS
REVENUE SHARE AGREEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Share Agreements | |
REVENUE SHARE AGREEMENTS | NOTE 9 – REVENUE SHARE AGREEMENTS During the year ended December 31, 2021, the Company entered into two revenue share agreements with third party investors (“Investors”) and received an aggregate of $ 725,000 . In accordance with the agreements, the proceeds were primarily used to fund the third party license agreement as described in Note 6. The proceeds are non-refundable. In exchange, the Investors are entitled to a percentage of revenue collected by the Company as a result of its investments, ranging from 1.3% to 60% until the Investors’ proceeds are repaid, and 0.83% to 49% thereafter, for a minimum of 60 months. 725,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY During the quarter ended March 31, 2020, the Company issued 470,229 47,023 The Company issued 1,923,076 .065 125,000 During 2020 the Company recorded $ 51,900 In July 2020, the Company issued 740,740 5,000 0.10 In November 2020, the Company issued 12,500,000 shares of common stock in exchange for 250 shares of nontradable Convertible Preferred Stock of the Distributor in connection with a distribution agreement. See Note 6. NOTE 10 - STOCKHOLDERS’ EQUITY, CONTINUED In January 2021, the Company issued 15,000,000 0.1025 three years In January 2021, the Company issued 7,500,000 0.1025 three years In April 2021, the Company issued 2,000,000 0.125 three years The warrants issued as compensation were valued at $ 2,229,990 191.0 224.75 zero 0.22 0.36 In April through September 2021, the Company issued 4,350,000 17,400,000 348,000 0.08 two years In July 2021, the Company issued 1,000,000 120,000 In December 2021, The Company issued 550,000 55,000 Preferred Stock The Company’s board of directors is authorized to issue, at any time, without further stockholder approval, up to 10,000 Series A Preferred Stock (“Series A Preferred”) On November 30, 2012, the board of directors of the Company created Series A Preferred. The Series A Preferred has the following rights and preferences: 1. The shares are not entitled to dividends or liquidation preferences. 2. Each share has voting rights equal to 500,000 shares of the Company’s common stock 3. So long as Series A Preferred shares are outstanding, the Company cannot take certain actions (as defined in the certificate of designation) without the consent of the holders of 100% of the Series A Preferred shares. On November 30, 2012, Edgar Ward, the Company’s President, CEO, and director, was granted 1,000 1,000 1,000 As of December 31, 2021 and 2020, 1,000 Series B Convertible Preferred Stock (“Series B Preferred”) On September 30, 2020, the Company designated 110 149,567 pursuant to which no holder of Series B Preferred will be entitled to convert such investor’s shares of Series B Preferred Stock into shares of common stock if such conversion would result in ownership of more than 4.99 NOTE 10 - STOCKHOLDERS’ EQUITY, CONTINUED In March 2021, the Company issued 10 164,524 During the quarter ended September 30, 2021, three 448,701 As of December 31, 2021 and 2020, 27 20 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 11 – LEASES In conjunction with the new guidance for leases, as defined by the FASB with ASU 2016-02, Leases The Company leases their office and warehouse facilities located in in Coconut Creek, Florida under a non-cancelable operating lease agreement. In January 2022, the lease term has been renewed for a three year to expire in January, 2025 In June 2017, the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 3 In July and September of 2019, the Company’s wholly owned subsidiary, Phytochem, entered into two separate lease agreements for office and warehouse space located in Onalaska, Wisconsin, that commenced on August 1 and October 1, respectively. Each lease is for six-month terms with four (4) renewal options to extend for six additional months. The Company expects to occupy one of the spaces for the full term of the lease totaling 30 The Company terminated its lease on the other facility in May 2020, without penalty 3 In June 2021, the Company entered into a verbal, month-to-month sub-lease agreement for the Wisconsin location. Rental income totalled $ 80,000 As of December 31, 2021, in the consolidated balance sheet, the Company has recorded right-of-use assets of $ 449,155 492,798 141,900 37 10 The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the consolidated balance sheet as of December 31, 2021: SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2022 $ 199,000 2023 189,400 2024 195,100 Total undiscounted future minimum lease payments 583,500 Less: amount representing imputed interest (90,702 ) Operating lease liability $ 492,798 Supplemental cash flow information related to leases is as follows, for the years ended December 31, SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 551,688 $ 262,214 Lease expense for operating leases was approximately $ 386,000 442,000 Finance Leases: The Company has acquired certain equipment under agreements that are classified as finance leases. The cost of the equipment under finance leases is included in the balance sheet as property and equipment. The finance lease equipment was $ 110,372 12,786 8,950 Minimum lease payments required by these finance leases are as follows: Undiscounted future minimum lease payments: SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2022 $ 17,000 2023 2,100 Total undiscounted future minimum lease payments 19,100 Less: amount representing interest (825 ) Less: current portion (17,161 ) Present value of minimum lease payments, net of current portion $ 1,114 |
EQUITY WARRANTS
EQUITY WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Equity Warrants | |
EQUITY WARRANTS | NOTE 12 – EQUITY WARRANTS At December 31, our warrants outstanding are as follows: SCHEDULE OF WARRANTS OUTSTANDING By Exercise Price: 2021 2020 Warrants - $ 0.08 42,020,833 8,000,000 Warrants - $ 0.1025 24,500,000 - Warrants - $ 0.10 3,240,740 3,240,740 Warrants - $ 0.20 10,352,941 13,302,941 Warrants - $ 0.30 722,800 722,800 Warrants - $ 0.35 - 5,294,117 Total outstanding 80,837,314 30,560,598 SCHEDULE OF WARRANTS ACTIVITY Warrants Balance, January 1, 2020 21,819,858 Warrants Issued 8,740,740 Warrants Exercised - Warrants Expired - Balance, December 30, 2020 30,560,598 Warrants Issued 66,510,083 Warrants Exercised (7,989,250 ) Warrants Expired (8,244,117 ) Balance, December 30, 2021 80,837,314 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 - INCOME TAXES The Company accounts for income taxes in accordance with FSB ASC 740 “Income Taxes”. Federal and state income taxes are calculated and recorded on the current period’s activity in accordance with the tax laws and regulations that are in effect. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rate in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assts will not be realized. The components of the income tax provision are as follows at December 31, 2021 and 2020: SCHEDULE OF INCOME TAX PROVISION 2021 2020 Current - - Deferred - - Total tax provision - - The following is a reconciliation of the effective income tax rate with the statutory income tax rate at December 31, 2021 and 2020: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2021 2020 U.S. Federal statutory income tax rate (21.0 )% (21.0 )% State income tax, net of federal benefit (3.5 )% (3.5 )% Valuation allowance 24.5 % 24.5 % Effective tax rate 0.0 % 0.0 % The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets 2021 2020 Net operating loss carry forwards $ 10,788,000 $ 9,843,000 Accrued Wages 133,000 98,000 Accrued Interest 93,000 - Less: valuation allowance (11,014,000 ) (9,941,000 ) Total - - Deferred tax liabilities Stock based compensation - - Depreciation - - Net deferred tax asset $ - $ - The change in valuation allowance was $ 1,073,000 and $ 543,000 for the years ended December 31, 2021 and 2020, respectively. We recorded a 100 % valuation allowance related to the deferred tax asset for the loss from operations. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. The Company has net operating loss carryforwards of approximately $ 44.0 million as of December 31, 2021, of which $ 32.6 million were incurred prior to 2018 that begin to expire in the year 2032 through 2036 . In accordance with the provisions of ASC 740: Income Taxes, we record a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At December 31, 2021 and 2020, we have no liabilities for uncertain tax positions. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 14 - CONTINGENCIES The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations. Legal Proceedings: From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Litigations applicable to the Company are discussed as follows. Hamilton v. the Company: 150,000 Native American Partners v. the Company Ortiz v. the Company 5,000 |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF CREDIT RISK | NOTE 15 - CONCENTRATIONS OF CREDIT RISK Cash The Company maintains principally all cash balances with various financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institutions. The Company has not incurred any losses on these accounts. At both December 31, 2021 and 2020, there are no Revenue For the year ended December 31, 2021, two customers accounted for approximately 82 28 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in China, and began to spread around the world in early 2020. In reaction to decreased supply of and increased demand for sanitizer products, the Company shifted its manufacturing to produce sanitizer products. The Company’s other business operations have been impacted negatively by COVID-19 due to government restrictions and the overall adverse effect on the global economy. The Company expects COVID-19 to continue to negatively impact its operating results and its ability to obtain financing. In January 2022, the Company received proceeds aggregating $ 110,000 1,375,000 1,375,000 0.08 two years In January 2022, the Company issued 1,100,000 100,000 In February 2022, the Company entered into a debt settlement agreement with its noteholder whereby the noteholder converted their two promissory notes into a revenue share agreement. The amount converted was an aggregate of $ 187,000 18,700 205,700 In March 2022, the Company received proceeds of $ 15,000 in connection with the issuance of a promissory note with a due date in March 2023 . The note bears interest at 20 %. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc., and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, which amended the effective date of the various topics. As the Company is a Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using a modified retrospective approach effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2021 consisted of a money market account. |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Inventory consists of the following: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Raw Materials $ 60,630 $ 356,901 Finished Goods 248,704 210,626 Inventories $ 309,334 $ 567,527 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $ 0 as of both December 31, 2021 and 2020. |
Property and Equipment | Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Impairment charges would be included with costs and expenses in the Company’s consolidated statements of operations and would result in reduced carrying amounts of the related assets on the Company’s consolidated balance sheets. No |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under the guidance of FASB ASC 606, “Revenue from Contracts from Customers” (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the ASC 606 guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. We recognize certain revenues under bill and hold arrangements with certain customers when the Company has fulfilled all of its performance obligations, the units are segregated for the specific customer only, and the goods are ready for physical transfer to the customer in accordance with their defined contract delivery schedule. For any requested bill and hold arrangement, we make an evaluation as to whether the bill and hold arrangement qualifies for revenue recognition. The customer must initiate the request for the bill and hold arrangement. The customer must make a fixed commitment to purchase the items. The risk of ownership is passed to the customer, and payment terms are not modified. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgements based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. All of the Company’s sales resulted from contracts with customers for the years ended December 31, 2021 and 2020. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of sales. Billings for shipping and handling are reflected within sales in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax years 2018-2021 for the Company remain open for audit by federal and state tax authorities. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Net Loss Per Share | Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the year and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share. SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE December 31, 2021 December 31, 2020 (Shares) (Shares) Warrants 80,837,314 30,560,598 Series B Preferred Stock 4,038,309 - Convertible notes payable, and accrued interest 7,746,257 5,799,124 92,621,880 36,359,722 |
Related Party Transactions | Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. |
Leases | Leases The Company accounts for leases FASB ASU 2016-02, “Leases” (“ASC 842”) and other associated standards, which defines a lease as any contract that conveys the right to use a specific asset for a period of time in exchange for consideration. ASC 842 requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet and the disclosure of key information about certain leasing arrangements. As permitted by ASC 842, the Company elected the adoption date of January 1, 2019, which is the initial date of application. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases (formerly called capital leases). The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Leases are classified as a finance lease if any of the following criteria are met: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of December 30, 2021, the Company has two finance leases and three operating leases. Under the ASC 842 guidance, both finance and operating leases are reflected on the balance sheet as lease or “right-of-use” assets and lease liabilities. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. The related right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. |
Intangible Asset | Intangible Asset Intangible asset represents the value assigned to intellectual property and is amortized based on the economic benefit expected to be realized. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF INVENTORIES | SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Raw Materials $ 60,630 $ 356,901 Finished Goods 248,704 210,626 Inventories $ 309,334 $ 567,527 |
SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE | SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE December 31, 2021 December 31, 2020 (Shares) (Shares) Warrants 80,837,314 30,560,598 Series B Preferred Stock 4,038,309 - Convertible notes payable, and accrued interest 7,746,257 5,799,124 92,621,880 36,359,722 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | A summary of property and equipment at December 31, 2021 and 2020 is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Furniture and equipment $ 1,959,694 $ 1,959,694 Leasehold improvements 840,728 840,728 Property and equipment, at cost 2,800,422 2,800,422 Less: accumulated depreciation (535,226 ) (485,761 ) Property and equipment,net $ 2,265,196 $ 2,314,661 |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE 2022 $ 65,000 2023 65,000 2024 65,000 2025 65,000 2026 65,000 Thereafter 200,150 Estimated amortization expenses $ 525,150 |
SCHEDULE OF INTANGIBLE ASSET | A summary of the intangible asset at December 31, 2021 and 2020 is as follows: SCHEDULE OF INTANGIBLE ASSET December 31, 2021 December 31, 2020 Patent $ 714,640 $ 714,640 Less: accumulated amortization (189,490 ) (124,522 ) Total $ 525,150 $ 590,118 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | A summary of accrued expenses is as follows: SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Officer – Bonus $ 540,500 $ 400,000 Accrued Expenses - Other 30,912 15,456 Accrued Interest – Related Parties 148,552 91,048 Accrued Interest 230,203 103,811 Other Current Liabilities 93,724 52,849 Accrued Rent - 123,331 Accrued expenses $ 1,043,891 $ 786,495 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS | The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the consolidated balance sheet as of December 31, 2021: SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2022 $ 199,000 2023 189,400 2024 195,100 Total undiscounted future minimum lease payments 583,500 Less: amount representing imputed interest (90,702 ) Operating lease liability $ 492,798 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases is as follows, for the years ended December 31, SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 551,688 $ 262,214 |
SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS | Undiscounted future minimum lease payments: SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2022 $ 17,000 2023 2,100 Total undiscounted future minimum lease payments 19,100 Less: amount representing interest (825 ) Less: current portion (17,161 ) Present value of minimum lease payments, net of current portion $ 1,114 |
EQUITY WARRANTS (Tables)
EQUITY WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Warrants | |
SCHEDULE OF WARRANTS OUTSTANDING | At December 31, our warrants outstanding are as follows: SCHEDULE OF WARRANTS OUTSTANDING By Exercise Price: 2021 2020 Warrants - $ 0.08 42,020,833 8,000,000 Warrants - $ 0.1025 24,500,000 - Warrants - $ 0.10 3,240,740 3,240,740 Warrants - $ 0.20 10,352,941 13,302,941 Warrants - $ 0.30 722,800 722,800 Warrants - $ 0.35 - 5,294,117 Total outstanding 80,837,314 30,560,598 |
SCHEDULE OF WARRANTS ACTIVITY | SCHEDULE OF WARRANTS ACTIVITY Warrants Balance, January 1, 2020 21,819,858 Warrants Issued 8,740,740 Warrants Exercised - Warrants Expired - Balance, December 30, 2020 30,560,598 Warrants Issued 66,510,083 Warrants Exercised (7,989,250 ) Warrants Expired (8,244,117 ) Balance, December 30, 2021 80,837,314 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION | The components of the income tax provision are as follows at December 31, 2021 and 2020: SCHEDULE OF INCOME TAX PROVISION 2021 2020 Current - - Deferred - - Total tax provision - - |
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE | The following is a reconciliation of the effective income tax rate with the statutory income tax rate at December 31, 2021 and 2020: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2021 2020 U.S. Federal statutory income tax rate (21.0 )% (21.0 )% State income tax, net of federal benefit (3.5 )% (3.5 )% Valuation allowance 24.5 % 24.5 % Effective tax rate 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets 2021 2020 Net operating loss carry forwards $ 10,788,000 $ 9,843,000 Accrued Wages 133,000 98,000 Accrued Interest 93,000 - Less: valuation allowance (11,014,000 ) (9,941,000 ) Total - - Deferred tax liabilities Stock based compensation - - Depreciation - - Net deferred tax asset $ - $ - |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 60,630 | $ 356,901 |
Finished Goods | 248,704 | 210,626 |
Inventories | $ 309,334 | $ 567,527 |
SCHEDULE OF ANTI-DILUTIVE EXCLU
SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 92,621,880 | 36,359,722 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 80,837,314 | 30,560,598 |
Convertible Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 4,038,309 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 7,746,257 | 5,799,124 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Asset impairment charges | $ 0 | $ 0 |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 5,800,000 | $ 2,900,000 |
Net Cash Provided by (Used in) Operating Activities | 487,386 | 1,284,240 |
Retained Earnings (Accumulated Deficit) | $ 47,558,308 | $ 41,730,801 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,800,422 | $ 2,800,422 |
Less: accumulated depreciation | (535,226) | (485,761) |
Property and equipment,net | 2,265,196 | 2,314,661 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,959,694 | 1,959,694 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 840,728 | $ 840,728 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 49,465 | $ 61,986 |
SCHEDULE OF ESTIMATE AMORTIZATI
SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 65,000 | |
2023 | 65,000 | |
2024 | 65,000 | |
2025 | 65,000 | |
2026 | 65,000 | |
Thereafter | 200,150 | |
Estimated amortization expenses | $ 525,150 | $ 590,118 |
SCHEDULE OF INTANGIBLE ASSET (D
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patent | $ 714,640 | $ 714,640 |
Less: accumulated amortization | (189,490) | (124,522) |
Estimated amortization expenses | $ 525,150 | $ 590,118 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Patent purchase price | $ 714,640 | $ 714,640 | |
Liability for stock to be issued | 265,500 | 265,500 | |
Amortization of Intangible Assets | $ 64,968 | $ 64,968 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patent purchase price | $ 714,640 | ||
Payments to Acquire Intangible Assets | $ 130,000 | ||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||
Patents [Member] | Common Stock [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Stock issued during period, shares, purchase of assets | 3,300,000 | ||
Shares issued, price per share | $ 0.177 | ||
Stock issued during period, value, purchase of assets | $ 584,640 | ||
Issuance of shares description | Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 were to be provided one year thereafter |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) | Nov. 02, 2020USD ($)$ / sharesshares | Nov. 30, 2021USD ($) | Sep. 30, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Stock issued during period, value | $ 125,000 | ||||
Equity method investment, ownership percentage | 20.00% | ||||
Distribution Agreement [Member] | |||||
Investment | $ 383,326 | 383,326 | |||
Other than Temporary Impairment Losses, Investments | $ 0 | ||||
License Agreement [Member] | |||||
Investment | 675,000 | ||||
License royalty fee | $ 450,000 | ||||
Percentage of license royalty fee | 20.00% | ||||
License fees | $ 225,000 | 725,000 | |||
Payments for participation liabilities | 1,400,000 | ||||
License Agreement [Member] | Equity [Member] | |||||
Payments for participation liabilities | 900,000 | ||||
License Agreement [Member] | License [Member] | |||||
Payments for participation liabilities | 500,000 | ||||
License Agreement [Member] | Maximum [Member] | |||||
Investment | $ 6,000,000 | ||||
Common Stock [Member] | |||||
Stock issued during period, shares | shares | 4,350,000 | 1,923,076 | |||
Stock issued during period, shares, conversion of convertible securities | shares | 448,701 | ||||
Stock issued during period, value | $ 192 | ||||
Convertible Preferred Stock [Member] | |||||
Stock price | $ / shares | $ 4 | ||||
Exercise price | $ / shares | $ 4 | ||||
Convertible Preferred Stock [Member] | Measurement Input, Expected Term [Member] | |||||
Measurement inputs expected term | 1 year | ||||
Convertible Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Measurement input risk free interest rate | 0.17 | ||||
Distributor [Member] | |||||
Stock issued during period, shares | shares | 12,500,000 | ||||
Distributor [Member] | Common Stock [Member] | |||||
Stock issued during period, shares | shares | 250,000 | 3,831,169 | |||
Issuance of shares description | On the first business day following the 180-day anniversary of closing, if the share price of the Distributor is less than $4.00, the Distributor will provide the Company its common stock valued at $1 million, less 250,000 common shares, for no additional consideration. On the one-year anniversary of closing, if the share price of the Distributor is less than $4.00, the Distributor will provide the Company its common stock valued at $1 million, less 250,000 shares, less the number of shares provided on the 181st day anniversary, for no additional consideration | ||||
Stock price | $ / shares | $ 4 | ||||
Stock issued during period, value | $ 1,000,000 | ||||
Distributor [Member] | Common Stock [Member] | One Year Anniversary [Member] | |||||
Stock issued during period, shares | shares | 250,000 | ||||
Stock price | $ / shares | $ 4 | ||||
Stock issued during period, value | $ 1,000,000 | ||||
Distributor [Member] | Convertible Preferred Stock [Member] | |||||
Stock issued during period, shares | shares | 250 | ||||
Stock issued during period, shares, conversion of convertible securities | shares | 1,000 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Officer – Bonus | $ 540,500 | $ 400,000 |
Accrued Expenses - Other | 30,912 | 15,456 |
Accrued Interest – Related Parties | 148,552 | 91,048 |
Accrued Interest | 230,203 | 103,811 |
Other Current Liabilities | 93,724 | 52,849 |
Accrued Rent | 123,331 | |
Accrued expenses | $ 1,043,891 | $ 786,495 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Nov. 26, 2021USD ($) | Mar. 12, 2021USD ($) | Feb. 26, 2021USD ($) | Apr. 23, 2020USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares | Apr. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021$ / sharesshares | Jul. 31, 2020shares |
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from notes payable | $ 243,275 | $ 254,700 | |||||||||||||
Beneficial conversion | 51,900 | ||||||||||||||
Amortization of Debt Discount (Premium) | 438,235 | 671,319 | |||||||||||||
Notes payable to shareholders | $ 1,000,000 | $ 1,000,000 | 1,000,000 | ||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from notes payable | $ 243,275 | $ 254,700 | |||||||||||||
Debt forgiveness | $ 243,275 | $ 244,700 | |||||||||||||
Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Number of warrants issued | shares | 17,400,000 | 1,200,000 | 740,740 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.08 | $ 0.08 | |||||||||||||
Warrant expected term | 24 months | 2 years | 3 years | ||||||||||||
Fair Value of Warrants | $ 1,155,590 | ||||||||||||||
Subscription Agreement [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from issuance of stock | 75,200 | ||||||||||||||
Debt Settlement Agreements [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Number of warrants issued | shares | 10,622,583 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.08 | ||||||||||||||
Warrant expected term | 2 years | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,630,645 | ||||||||||||||
Debt Settlement Agreements [Member] | Principal Amount [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt conversion, amount | $ 325,010 | ||||||||||||||
Debt Settlement Agreements [Member] | Accrued Interest [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt conversion, amount | 45,441 | ||||||||||||||
2020 Convertibles Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from issuance of stock | 314,100 | ||||||||||||||
2020 Subscription Agreement Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from issuance of stock | $ 143,900 | ||||||||||||||
2020 Subscription Agreement Notes [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant expected term | 36 months | 36 months | |||||||||||||
2020 Subscription Agreement Notes [Member] | Measurement Input, Option Volatility [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 1.899 | 1.899 | |||||||||||||
Noteholders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Stock issued during period, shares | shares | 3,250,000 | ||||||||||||||
Proceeds from issuance of stock | $ 370,267 | ||||||||||||||
Noteholders [Member] | Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Number of warrants issued | shares | 12,787,500 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.08 | ||||||||||||||
Warrant expected term | 3 years | ||||||||||||||
Noteholders [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant expected term | 2 years | ||||||||||||||
Multiple Short Term Promissory Notes Payable [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Stock issued during period, shares | shares | 520,000 | ||||||||||||||
Minimum [Member] | Measurement Input, Option Volatility [Member] | Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 2.2619 | ||||||||||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 0.0017 | 0.22 | |||||||||||||
Minimum [Member] | 2020 Subscription Agreement Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 0.0017 | 0.0017 | |||||||||||||
Minimum [Member] | Noteholders [Member] | Measurement Input, Option Volatility [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 1.910 | ||||||||||||||
Minimum [Member] | Noteholders [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 0.0073 | 0.0018 | 0.0073 | ||||||||||||
Maximum [Member] | Measurement Input, Option Volatility [Member] | Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 2.4944 | ||||||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 0.0028 | 0.36 | |||||||||||||
Maximum [Member] | 2020 Subscription Agreement Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 0.0022 | 0.0022 | |||||||||||||
Maximum [Member] | Noteholders [Member] | Measurement Input, Option Volatility [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant measurement inputs | 2.4556 | ||||||||||||||
Multiple Short Term Promissory Notes Payable [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from notes payable | $ 230,000 | $ 345,000 | $ 330,040 | $ 725,050 | |||||||||||
Debt instrument, maturity date, description | a term of one year, maturing in August or September 2021 | due dates ranging from February to June 2020 | a term of one year, maturing in October through December 2021 | ||||||||||||
Debt instrument interest rate | 18.00% | ||||||||||||||
Debt instrument interest rate | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Stock issued during period, shares | shares | 780,000 | ||||||||||||||
Number of warrants issued | shares | 6,800,000 | 6,800,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.08 | $ 0.08 | |||||||||||||
Warrant expected term | 3 years | 3 years | |||||||||||||
Original issue discounts | $ 61,950 | ||||||||||||||
Multiple Short Term Promissory Notes Payable [Member] | Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest rate | 0.00% | 10.00% | 8.00% | 10.00% | |||||||||||
Debt instrument interest rate | $ / shares | $ 0.085 | ||||||||||||||
Multiple Short Term Promissory Notes Payable [Member] | Maximum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest rate | 12.00% | 18.00% | 12.00% | 18.00% | |||||||||||
Debt instrument interest rate | $ / shares | $ 0.10 | ||||||||||||||
Secured Convertible 5.75% Promissory Note Payable [Member] | Investment Agreement [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest rate | 5.75% | ||||||||||||||
Notes payable to shareholders | $ 1,000,000 | ||||||||||||||
Debt description | Included in the Investment Agreement is a royalty agreement whereby the investor received 500,000 shares of the Company’s common stock and will be entitled to a royalty of 8.5% from the revenue generated from the “collateral processors” while the principal is outstanding and 5% thereafter on the first two collateral processors for a period of 10 years |
REVENUE SHARE AGREEMENTS (Detai
REVENUE SHARE AGREEMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue share agreements payable | $ 725,000 | |
Two Revenue Share Agreement [Member] | Third Party Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
[custom:RevenueReceived] | $ 725,000 | |
[custom:RevenueShareAgreementsDescription] | In exchange, the Investors are entitled to a percentage of revenue collected by the Company as a result of its investments, ranging from 1.3% to 60% until the Investors’ proceeds are repaid, and 0.83% to 49% thereafter, for a minimum of 60 months. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Mar. 31, 2021USD ($)shares | Nov. 30, 2012USD ($)shares | Dec. 31, 2021USD ($)shares | Jul. 31, 2021USD ($)shares | Apr. 30, 2021USD ($)$ / sharesshares | Nov. 30, 2020shares | Jul. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jan. 31, 2021$ / sharesshares | Sep. 30, 2020shares |
Class of Stock [Line Items] | |||||||||||||
Consulting services, shares | 550,000 | 1,000,000 | |||||||||||
Consulting services, value | $ | $ 55,000 | $ 120,000 | $ 175,000 | $ 47,023 | |||||||||
Stock issued during period, value | $ | 125,000 | ||||||||||||
Additional paid in capital, beneficial conversion feature | $ | $ 51,900 | ||||||||||||
Preferred stock, shares authorized | 10,000 | ||||||||||||
Equity ownership percentage | 20.00% | 20.00% | |||||||||||
Chief Executive Officer President And Director [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 15,000,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.1025 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Vice President [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 7,500,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.1025 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Production Manager [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 2,000,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.125 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Consulting services, shares | 1,550,000 | 470,229 | |||||||||||
Consulting services, value | $ | $ 155 | $ 47 | |||||||||||
Stock issued during the period, shares | 4,350,000 | 1,923,076 | |||||||||||
Exercise, price per share | $ / shares | $ 0.065 | ||||||||||||
Stock issued during period, value | $ | $ 192 | ||||||||||||
Additional paid in capital, beneficial conversion feature | $ | |||||||||||||
Shares converted | 448,701 | ||||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise, price per share | $ / shares | $ 0.10 | ||||||||||||
Number of warrants issued | 740,740 | 17,400,000 | 1,200,000 | ||||||||||
Cash proceeds, exercise price | $ | $ 5,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.08 | $ 0.08 | |||||||||||
Warrants term | 3 years | 24 months | 2 years | 24 months | |||||||||
Warrants issued as compensation | $ | $ 1,155,590 | ||||||||||||
Warrants and Rights Outstanding | $ | $ 348,000 | ||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued as compensation | $ | $ 2,229,990 | ||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and rights outstanding, measurement input | 191 | ||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and rights outstanding, measurement input | 224.75 | ||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and rights outstanding, measurement input | 0 | ||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and rights outstanding, measurement input | 0.0017 | 0.22 | 0.0017 | ||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and rights outstanding, measurement input | 0.0028 | 0.36 | 0.0028 | ||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Consulting services, shares | 470,229 | ||||||||||||
Consulting services, value | $ | $ 47,023 | ||||||||||||
Series X Preferred Stock [Member] | Stock Purchase Agreement [Member] | Lord Global Corporation [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during the period, shares | 12,500,000 | ||||||||||||
Convertible preferred stock shares issued | 250 | ||||||||||||
Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 10,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock voting rights | Each share has voting rights equal to 500,000 shares of the Company’s common stock | ||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | ||||||||||
Series A Preferred Stock [Member] | Edgar Ward [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during the period, shares | 1,000 | ||||||||||||
Stock issued during period, value | $ | $ 1,000 | ||||||||||||
Preferred stock, redemption amount | $ | $ 1,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible preferred stock shares issued | 149,567 | ||||||||||||
Preferred stock, shares authorized | 110 | ||||||||||||
Equity ownership percentage | 4.99% | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares outstanding | 27 | 27 | 20 | ||||||||||
Conversion of stock | 3 | ||||||||||||
Series B Preferred Stock [Member] | Three Consultants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during the period for stock based compensation, shares | 10 | ||||||||||||
Stock issued during the period for stock based compensation, value | $ | $ 164,524 |
SCHEDULE OF OPERATING LEASES UN
SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 199,000 |
2023 | 189,400 |
2024 | 195,100 |
Total undiscounted future minimum lease payments | 583,500 |
Less: amount representing imputed interest | (90,702) |
Operating lease liability | $ 492,798 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 551,688 | $ 262,214 |
SCHEDULE OF FINANCE LEASES UNDI
SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 17,000 | |
2023 | 2,100 | |
Total undiscounted future minimum lease payments | 19,100 | |
Less: amount representing interest | (825) | |
Less: current portion | (17,161) | $ (20,000) |
Present value of minimum lease payments, net of current portion | $ 1,114 | $ 17,187 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Jun. 30, 2017 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease, Right-of-Use Asset | $ 449,155 | $ 661,141 | |||
Operating lease liability | 492,798 | ||||
Operating lease liability, current | $ 141,911 | 214,000 | |||
Weighted average remaining lease term | 37 months | ||||
Weighted average discount rate | 10.00% | ||||
Operating lease expense | $ 386,000 | 442,000 | |||
Finance lease equipment | 110,372 | 110,372 | |||
Finance lease equipment, accumulated depreciation | 12,786 | $ 8,950 | |||
Sub-Lease Agreement [Member] | |||||
Proceeds from rent | $ 80,000 | ||||
Phytochem [Member] | |||||
Description of operating lease | In July and September of 2019, the Company’s wholly owned subsidiary, Phytochem, entered into two separate lease agreements for office and warehouse space located in Onalaska, Wisconsin, that commenced on August 1 and October 1, respectively. Each lease is for six-month terms with four (4) renewal options to extend for six additional months. The Company expects to occupy one of the spaces for the full term of the lease totaling 30 months. The Company terminated its lease on the other facility in May 2020, without penalty. The remaining lease calls for an annual 3% increase to base rent. In addition to rent, the Company pays certain insurance, maintenance, and other costs related to the rented spaces | ||||
Lessee, operating lease, term of contract | 30 months | ||||
Annual increases to base rent percent | 3.00% | ||||
Coconut Creek, Florida [Member] | |||||
Operating lease expiration description | expire in January, 2025 | The Company terminated its lease on the other facility in May 2020, without penalty | |||
Deerfield Beach, Florida [Member] | |||||
Description of operating lease | the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for | ||||
Lessee, operating lease, term of contract | 86 months | ||||
Annual increases to base rent percent | 3.00% |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding | 80,837,314 | 30,560,598 |
Exercise Price 1 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.08 | |
Warrants outstanding | 42,020,833 | 8,000,000 |
Exercise Price 2 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.1025 | |
Warrants outstanding | 24,500,000 | |
Exercise Price 3 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.10 | |
Warrants outstanding | 3,240,740 | 3,240,740 |
Exercise Price 4 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.20 | |
Warrants outstanding | 10,352,941 | 13,302,941 |
Exercise Price 5 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.30 | |
Warrants outstanding | 722,800 | 722,800 |
Exercise Price 6 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.35 | |
Warrants outstanding | 5,294,117 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants outstanding, beginning balance | 30,560,598 | 21,819,858 |
Warrants Issued | 66,510,083 | 8,740,740 |
Warrants Exercised | (7,989,250) | |
Warrants Expired | (8,244,117) | |
Warrants outstanding, ending balance | 80,837,314 | 30,560,598 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Total tax provision |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory income tax rate | (21.00%) | (21.00%) |
State income tax, net of federal benefit | (3.50%) | (3.50%) |
Valuation allowance | 24.50% | 24.50% |
Effective tax rate | 0.00% | 0.00% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 10,788,000 | $ 9,843,000 |
Accrued Wages | 133,000 | 98,000 |
Accrued Interest | 93,000 | |
Less: valuation allowance | (11,014,000) | (9,941,000) |
Total | ||
Stock based compensation | ||
Depreciation | ||
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 1,073,000 | $ 543,000 |
Percentages of valuation allowance recorded | 100.00% | |
Net operating loss carryforwards | $ 44,000,000 | $ 32,600,000 |
Operating loss carryforwards, expiration year | expire in the year 2032 through 2036 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Contingency principal amount | $ 150,000 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Contingency principal amount | $ 5,000 |
CONCENTRATIONS OF CREDIT RISK (
CONCENTRATIONS OF CREDIT RISK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Cash balances | $ 0 | $ 0 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 82.00% | 28.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jan. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||
Proceeds from common stock | $ 348,000 | $ 125,000 | ||||||||||||
Common stock, shares | 550,000 | 1,000,000 | ||||||||||||
Common stock, value | $ 55,000 | $ 120,000 | 175,000 | 47,023 | ||||||||||
Proceeds from notes payable | 243,275 | $ 254,700 | ||||||||||||
Multiple Short Term Promissory Notes Payable [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock issued during period, shares | 780,000 | |||||||||||||
Warrants exercise price | $ 0.08 | $ 0.08 | ||||||||||||
Warrant expiration term | 3 years | 3 years | ||||||||||||
Proceeds from notes payable | $ 230,000 | $ 345,000 | $ 330,040 | $ 725,050 | ||||||||||
Debt instrument interest rate | 18.00% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock issued during period, shares | 4,350,000 | 1,923,076 | ||||||||||||
Common stock, shares | 1,550,000 | 470,229 | ||||||||||||
Common stock, value | $ 155 | $ 47 | ||||||||||||
Warrant [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants exercise price | $ 0.08 | $ 0.08 | ||||||||||||
Warrant expiration term | 24 months | 2 years | 24 months | 3 years | ||||||||||
Subsequent Event [Member] | Multiple Short Term Promissory Notes Payable [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Proceeds from notes payable | $ 15,000 | |||||||||||||
Debt instrument maturity date | Mar. 31, 2023 | |||||||||||||
Debt instrument interest rate | 20.00% | 20.00% | ||||||||||||
Subsequent Event [Member] | Debt Settlement Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt conversion, total | $ 205,700 | |||||||||||||
Subsequent Event [Member] | Debt Settlement Agreement [Member] | Principal [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt conversion, total | 187,000 | |||||||||||||
Subsequent Event [Member] | Debt Settlement Agreement [Member] | Accrued Interest [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt conversion, total | $ 18,700 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock, shares | 1,100,000 | |||||||||||||
Common stock, value | $ 100,000 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Two Subscription Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Proceeds from common stock | $ 110,000 | |||||||||||||
Stock issued during period, shares | 1,375,000 | |||||||||||||
Subsequent Event [Member] | Warrant [Member] | Two Subscription Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of warrants exchange, shares | 1,375,000 | |||||||||||||
Warrants exercise price | $ 0.08 | |||||||||||||
Warrant expiration term | 2 years |