Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55594 | ||
Entity Registrant Name | INDOOR HARVEST CORP | ||
Entity Central Index Key | 0001572565 | ||
Entity Tax Identification Number | 45-5577364 | ||
Entity Incorporation, State or Country Code | TX | ||
Entity Address, Address Line One | 7401 W. Slaughter Lane #5078 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78739 | ||
City Area Code | 512 | ||
Local Phone Number | 309-1776 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 32,176,127 | ||
Entity Common Stock, Shares Outstanding | 2,800,420,853 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WWC, P.C. | ||
Auditor Firm ID | 1171 | ||
Auditor Location | San Mateo, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 226,231 | $ 232,850 |
Notes receivable, net | 163,588 | |
Prepaid expenses and other receivable | 44,085 | 2,751 |
Total Current Assets | 433,904 | 235,601 |
Prepayment for acquisition-related party | 145,000 | |
TOTAL ASSETS | 578,904 | 235,601 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 233,378 | 144,404 |
Total Current Liabilities | 233,378 | 144,404 |
Total Liabilities | 233,378 | 144,404 |
Commitments and contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 and 750,000 shares issued and outstanding | ||
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,693,190,084 and 2,575,909,930 shares issued and outstanding, respectively | 2,693,190 | 2,575,910 |
Additional paid in capital | 24,135,367 | 21,210,721 |
Shares to be issued | 576,000 | |
Accumulated deficit | (27,059,031) | (23,695,434) |
Total Stockholders’ Equity | 345,526 | 91,197 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 578,904 | $ 235,601 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,693,190,084 | 2,575,909,930 |
Common stock, shares outstanding | 2,693,190,084 | 2,575,909,930 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | |
Preferred stock, shares issued | 0 | 750,000 |
Preferred stock, shares outstanding | 0 | 750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Professional fees | 1,567,352 | 2,397,090 |
General and administrative | 1,803,461 | 3,479,106 |
Total Operating Expenses | 3,370,813 | 5,876,196 |
Loss from operations | (3,370,813) | (5,876,196) |
Other Income (Expense) | ||
Interest expense | (41,986) | |
Interest income | 7,216 | |
Change in fair value of derivative liability | 43,310,944 | |
Gain on settlement of debt | 84,464 | |
Total other income | 7,216 | 43,353,422 |
(Loss) income before income taxes | (3,363,597) | 37,477,226 |
Provision for income taxes | ||
Net (loss) income | (3,363,597) | 37,477,226 |
Total comprehensive (loss) income | $ (3,363,597) | $ 37,477,226 |
Basic and diluted (loss) income per common share | ||
Basic | $ 0 | $ 0.02 |
Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding | ||
Basic | 2,649,851,579 | 2,445,150,836 |
Diluted | 2,649,851,579 | 2,541,073,447 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Series A Convertible Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 7,500 | $ 2,401,396 | $ 14,014,324 | $ (61,172,660) | $ (44,749,440) |
Beginning balance, shares at Dec. 31, 2020 | 750,000 | 2,401,396,041 | |||
Conversion Series A Preferred Stock | $ (7,500) | $ 60,000 | (52,500) | ||
Conversion series A preferred stock, shares | (750,000) | 60,000,000 | |||
Common stock issued for cash | $ 98,000 | 512,000 | $ 610,000 | ||
Common stock issued for cash, shares | 98,000,000 | 610,000 | |||
Common stock issued for services | $ 834 | ||||
Common stock issued for services, shares | 834,000 | ||||
Stock based compensation | 5,728,701 | 5,728,701 | |||
Convertible debt converted into common stock | $ 116,514 | 19,361 | 35,875 | ||
Convertible debt converted into common stock, shares | 16,513,889 | ||||
Derivative liability | 988,783 | 988,783 | |||
Write off due to related party | 52 | 52 | |||
Net income (loss) | 37,477,226 | 37,477,226 | |||
Proceeds received shares to be issued | |||||
Ending balance, value at Dec. 31, 2021 | $ 2,575,910 | 21,210,721 | (23,695,434) | 91,197 | |
Ending balance, shares at Dec. 31, 2021 | 2,575,909,930 | ||||
Conversion Series A Preferred Stock | |||||
Common stock issued for services | $ 834 | 4,166 | 5,000 | ||
Common stock issued for services, shares | 834,000 | ||||
Stock based compensation | 2,436,926 | 2,436,926 | |||
Derivative liability | |||||
Net income (loss) | (3,363,597) | (3,363,597) | |||
Common stock issued for cash & warrant | $ 116,446 | 483,552 | 600,000 | ||
Common stock issued for cash and warrant, shares | 116,446,154 | ||||
Proceeds received shares to be issued | 576,000 | ||||
Ending balance, value at Dec. 31, 2022 | $ 2,693,190 | $ 24,135,367 | $ (27,059,031) | $ 345,526 | |
Ending balance, shares at Dec. 31, 2022 | 2,693,190,084 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,363,597) | $ 37,477,226 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | ||
Amortization of debt discount | 25,000 | |
Change in fair value of embedded derivative liability | (43,310,944) | |
Stock based compensation | 2,441,926 | 5,728,701 |
Gain on settlement of debt | (84,464) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivable | (37,706) | (875) |
Accounts payable and accrued expenses | 122,876 | (97,309) |
Due to related party | (33,902) | (77,492) |
Net Cash used in Operating Activities | (877,619) | (340,157) |
Cash Flows used in Investing Activities: | ||
Investment in short term notes | (160,000) | |
Prepayments for acquisition - related party | (145,000) | |
Net Cash used in Investing Activities | (305,000) | |
Cash Flows from Financing Activities: | ||
Repayments of note payable | ||
Proceeds from convertible notes | 25,000 | |
Repayments of convertible notes | (63,200) | |
Proceeds from stock subscriptions to be issued | 576,000 | |
Proceeds from issuance of common stock | 600,000 | 610,000 |
Net Cash provided by Financing Activities | 1,176,000 | 571,800 |
Net change in cash | (6,619) | 231,643 |
Cash, beginning of period | 232,850 | 1,207 |
Cash, end of period | 226,331 | 232,850 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 11,813 | |
Cash paid for taxes | ||
Non-Cash Investing and Financing Activities: | ||
Derivative liability recognized as debt discount | 25,000 | |
Conversion of series A preferred stock into common shares | 7,500 | |
Conversion of convertible note into common shares | 35,875 | |
Derivative liability reclassified to paid-in capital | 988,783 | |
Write off due to related party | $ 52 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Organization Indoor Harvest Corp (the “Company,”) is a Texas corporation formed on November 23, 2011. Our principal executive office was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 “Business Combinations,” From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production. On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2019. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Principles of Consolidation The consolidated financial statements include the accounts of Indoor Harvest Corp. and its wholly-owned subsidiaries, Alamo CBD and IHC. All significant inter-company accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents. Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). (Loss) Income per Share Basic income (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. For the years ended December 31, 2022 and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2022 2021 Years ended December 31, 2022 2021 (shares) (shares) Warrants 116,446,154 0 Stock option 854,000,000 820,000,000 Anti dilutive Securities 970,446,154 820,000,000 Fair Value of Financial Instruments As defined in ASC 820” Fair Value Measurements,” The following table summarizes fair value measurements by level at December 31, 2022 and 2021, measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Assets Notes receivables, net $ - $ - $ 163,588 $ 163,588 Liabilities None $ - $ - $ - $ - December 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Assets $ - $ - $ - $ - Liabilities None $ - $ - $ - $ - L liabilities $ - $ - $ - $ - Income Taxes The Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open to examination by U.S. federal and state tax jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2022 and 2021, the Company did not have any derivative instruments that were designated as hedges. Adoption of New Accounting Standards Effective January 1, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The adoption of this standard did not have a significant impact on the financial statements. Recent Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN As reflected in the accompanying consolidated financial statements, the Company had net cash used in operations of $ 877,619 27,059,031 The ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 3 – NOTES RECEIVABLE During the year ended December 31, 2022, the Company granted loans of $ 160,000 SCHEDULE OF SECURED PROMISSORY NOTES Principal Interest Original December 31. Issuance date Amount Maturity date Rate Issue Discount 2022 7/27/2022 $ 40,000 5/27/2023 8 % $ 1,378 $ 41,378 8/10/2022 $ 20,000 6/10/2023 8 % $ 628 20,628 9/15/2022 $ 40,000 1/15/2023 8 % $ 937 40,937 11/1/2022 $ 25,000 3/1/2023 8 % $ 33 3 25,333 11/8/2022 $ 20,000 3/8/2023 8 % $ 236 20,236 12/8/2022 $ 15,000 4/8/2023 8 % $ 76 15,076 $ 163,588 The notes are secured by an interest in real property as set forth security agreements between the Company and borrower. During the year ended December 31, 2022, the Company recognized interest income of $ 7,216 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2022 and 2020 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2022 December 31, 2021 Accounts payable $ 139,603 $ 112,315 Credit card 7,877 13,191 Accrued expenses 82,715 15,715 Accrued management fee 3,183 3,183 Accounts payable and accrued liabilities $ 233,378 $ 144,404 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS Management On October 1, 2021, the Company converted the outstanding convertible promissory note of $ 10,000 5,125,000 During the year ended December 31, 2021 the Company wrote off $ 52 On February 8, 2022, the Company entered an assets acquisition Letter of Intent (“LOI”) with an entity under common control with the Company. During the year ended December 31, 2022, in connection with the LOI, the Company paid advance of $ 145,000 During the year ended December 31, 2022 and 2021, the Company paid consulting fees of $ 464,500 0 138,694 0 508 18,955 As of December 31, 2022, and 2021, the Company was obligated to a related party, for an unsecured, non-interest-bearing demand with balance of $ 0 33,902 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000 ● Common Stock Class, par value $ 0.001 10,000,000,000 ● Preferred Stock Class, Series A, par value $ 0.01 15,000,000 The Company financials have been presented assuming that the increase in authorized was in effect from the first period presented. On October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $ 10,000 5,125,000 On November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into common shares of the Company at $ 0.0125 Pursuant to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate of sixty ( 60 On November 8, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of Sixteen Million ( 16,000,000 0.001 200,000 On November 9, the Company converted the $ 25,000 11,388,889 Preferred Stock Series A Convertible Preferred Stock The Company has designated 15,000,000 0.01 The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $ 1.00 The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share. Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof. On August 27, 2021, the Company completed an initiative when it entered into a Modification Agreement (the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into common shares at a conversion price at the lower of $ 0.40 500,000 0.0125 During the year ended December 31, 2021, 750,000 60,000,000 As of December 31, 2022 and 2021, there were zero shares of Series A Convertible Preferred Stock issued and outstanding. Common Stock Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On August 26, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of 82,000,000 0.001 410,000 During the year ended December 31, 2021, the Company issued 174,513,889 ● 60,000,000 750,000 ● 98,000,000 610,000 ● 16,513,889 35,875 During the year ended December 31, 2022, the Company issued 117,280,154 ● 116,446,154 0.005 0.0065 600,000 ● 834,000 5,000 Private Placement On February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 0.006 900,000 0.005 On August 1, 2022, the Company initiated a private placement offering for the sale of up to 123,076,923 0.0065 0.013 800,000 153,846,154 1,000,000 200,000,000 1,300,000 0.013 As of December 31, 2022, and 2021, there were 2,693,190,084 2,575,909,930 Shares to be Issued During the year ended December 31, 2022, in connection to mentioned private placements offering in August and November 2022, the Company received $ 576,000 89,230,769 190,323,692 Stock Options On August 4, 2021, the Board has recognized the substantive efforts of Messrs. Leslie Bocskor, Benjamin Rote, and Dennis Forchic to sustain and support the Company over the past year without compensation while laying the foundation for the future. The Board has voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Stock option agreements reflecting past contributions and incentives for the future have been issued to all three parties. Stock options plans were offered with an exercise price of $ 0.01 150 100 150 0.015 150 100 150 In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past 2 years, will receive stock options of 5 0.01 10 0.01 During the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 20 0.01 Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS Year ended Year ended December 31, 2022 December 31, 2021 Expected term 2.66 5.50 5.00 5.50 Expected average volatility 188 203 % 198 203 % Expected dividend yield - - Risk-free interest rate 0.67 3.79 % 0.67 % During the year ended December 31, 2021, the Company granted 820,000,000 8,004,855 5,728,701 5,631,014 2,276,154 2,276,154 820,000,000 210,000 During the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 20 0.01 On December 20, 2022, the Company entered into a consulting agreement for general business strategy for the period of one year and a stock option agreement for compensation of services which were granted the option to purchase up to 14 0.01 During the year ended December 31, 2022, the Company recognized stock option expense of $ 2,436,926 2,420,730 96,777 48,188 854,000,000 0 The following is a summary of stock option activity during the year ended December 31, 2022: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2020 - $ - - Granted 820,000,000 0.012 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 820,000,000 $ 0.012 9.60 Granted 34,000,000 0.010 7.95 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2022 854,000,000 $ 0.012 8.56 Exercisable options, December 31, 2022 838,500,000 $ 0.012 8.60 Warrants As part of the February 16, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for each common share purchased. The warrants issued have an exercise price of $ 0.01 five years 104,600,000 As part of the August 12, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for each common share purchased. The warrants issued have an exercise price of $ 0.013 five years 11,846,154 The following is a summary of warrant activity during the year ended December 31, 2022: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2021 - $- - Granted 116,446,154 0.01 5.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2022 116,446,154 $ 0.01 4.38 The intrinsic value of the warrant outstanding as of December 31, 2022 is $ 0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES Indoor Harvest operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the US. Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The components of deferred income tax assets and liabilities as of December 31, 2022 and 2021 are as follows: SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets Net operating losses $ 3,608,093 $ 2,901,738 Deferred tax liabilities Accelerated tax depreciation - - Net deferred tax assets 3,608,093 2,901,738 Less: Valuation allowance (3,608,093 ) (2,901,738 ) Net $ - $ - At December 31, 2022 and 2021, the Company has provided a full valuation allowance for the deferred tax assets. At December 31, 2022, the Company had $ 17,181,395 The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.The Company experienced a change in control for tax purposes in 2017 as a result of the merger with Alamo CBD. Accordingly, the future utilization of NOLs will be severely restricted by Section 382 of the Internal Revenue Code. Management is in the process of assessing this impact. |
NET (LOSS) INCOME PER COMMON SH
NET (LOSS) INCOME PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER COMMON SHARE | NOTE 8 - NET (LOSS) INCOME PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method. SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED 2022 2021 Years Ended December 31, 2022 2021 Numerator: Net (loss) income $ (3,363,597 ) $ 37,477,226 Gain on change in fair value of derivatives - (43,310,944 ) Net loss - diluted $ (3,363,597 ) $ (5,833,718 ) Denominator: Weighted average common shares outstanding 2,649,851,579 2,445,150,836 Effect of dilutive shares - 95,922,612 Diluted 2,649,851,579 2,541,073,448 Net (loss) income per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ (0.00 ) For the year ended December 31, 2022, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS The Company has assessed all events from December 31, 2022, up through March 31, 2023, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements other than events detailed below. On January 25, 2023, the Company amended the August 2022 Offering to increase the maximum number of Stock and Warrants issued to 200 400 During January 2023, pursuant to the August 2022 Offering, the Company received $ 30,000 26,000 During February 2023, the Company issued restricted common shares and warrants pursuant to the closing of the August 2022 Offering totaling 89,230,769 190,323,692 During March 2023, the Company issued 10,000,000 20,000,000 65,000 In February of 2023, the Company entered into a private placement agreement with an accredited investor for $ 1,625,000 250,000,000 500,000,000 During January and February 2023, the Company granted three loans of $ 27,500 50,000 65,000 8 180 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations and Organization | Nature of Operations and Organization Indoor Harvest Corp (the “Company,”) is a Texas corporation formed on November 23, 2011. Our principal executive office was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 “Business Combinations,” From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production. On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis. |
COVID-19 | COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2019. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Indoor Harvest Corp. and its wholly-owned subsidiaries, Alamo CBD and IHC. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents. |
Stock Based Compensation | Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). |
(Loss) Income per Share | (Loss) Income per Share Basic income (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. For the years ended December 31, 2022 and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2022 2021 Years ended December 31, 2022 2021 (shares) (shares) Warrants 116,446,154 0 Stock option 854,000,000 820,000,000 Anti dilutive Securities 970,446,154 820,000,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As defined in ASC 820” Fair Value Measurements,” The following table summarizes fair value measurements by level at December 31, 2022 and 2021, measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Assets Notes receivables, net $ - $ - $ 163,588 $ 163,588 Liabilities None $ - $ - $ - $ - December 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Assets $ - $ - $ - $ - Liabilities None $ - $ - $ - $ - L liabilities $ - $ - $ - $ - |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open to examination by U.S. federal and state tax jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2022 and 2021, the Company did not have any derivative instruments that were designated as hedges. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards Effective January 1, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The adoption of this standard did not have a significant impact on the financial statements. |
Recent Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | For the years ended December 31, 2022 and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2022 2021 Years ended December 31, 2022 2021 (shares) (shares) Warrants 116,446,154 0 Stock option 854,000,000 820,000,000 Anti dilutive Securities 970,446,154 820,000,000 |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table summarizes fair value measurements by level at December 31, 2022 and 2021, measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Assets Notes receivables, net $ - $ - $ 163,588 $ 163,588 Liabilities None $ - $ - $ - $ - December 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Assets $ - $ - $ - $ - Liabilities None $ - $ - $ - $ - L liabilities $ - $ - $ - $ - |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF SECURED PROMISSORY NOTES | During the year ended December 31, 2022, the Company granted loans of $ 160,000 SCHEDULE OF SECURED PROMISSORY NOTES Principal Interest Original December 31. Issuance date Amount Maturity date Rate Issue Discount 2022 7/27/2022 $ 40,000 5/27/2023 8 % $ 1,378 $ 41,378 8/10/2022 $ 20,000 6/10/2023 8 % $ 628 20,628 9/15/2022 $ 40,000 1/15/2023 8 % $ 937 40,937 11/1/2022 $ 25,000 3/1/2023 8 % $ 33 3 25,333 11/8/2022 $ 20,000 3/8/2023 8 % $ 236 20,236 12/8/2022 $ 15,000 4/8/2023 8 % $ 76 15,076 $ 163,588 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities at December 31, 2022 and 2020 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2022 December 31, 2021 Accounts payable $ 139,603 $ 112,315 Credit card 7,877 13,191 Accrued expenses 82,715 15,715 Accrued management fee 3,183 3,183 Accounts payable and accrued liabilities $ 233,378 $ 144,404 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS | The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS Year ended Year ended December 31, 2022 December 31, 2021 Expected term 2.66 5.50 5.00 5.50 Expected average volatility 188 203 % 198 203 % Expected dividend yield - - Risk-free interest rate 0.67 3.79 % 0.67 % |
SCHEDULE OF STOCK OPTION | The following is a summary of stock option activity during the year ended December 31, 2022: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2020 - $ - - Granted 820,000,000 0.012 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 820,000,000 $ 0.012 9.60 Granted 34,000,000 0.010 7.95 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2022 854,000,000 $ 0.012 8.56 Exercisable options, December 31, 2022 838,500,000 $ 0.012 8.60 |
SCHEDULE OF WARRANTS ACTIVITY | The following is a summary of warrant activity during the year ended December 31, 2022: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2021 - $- - Granted 116,446,154 0.01 5.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2022 116,446,154 $ 0.01 4.38 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES | The components of deferred income tax assets and liabilities as of December 31, 2022 and 2021 are as follows: SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets Net operating losses $ 3,608,093 $ 2,901,738 Deferred tax liabilities Accelerated tax depreciation - - Net deferred tax assets 3,608,093 2,901,738 Less: Valuation allowance (3,608,093 ) (2,901,738 ) Net $ - $ - |
NET (LOSS) INCOME PER COMMON _2
NET (LOSS) INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED | SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED 2022 2021 Years Ended December 31, 2022 2021 Numerator: Net (loss) income $ (3,363,597 ) $ 37,477,226 Gain on change in fair value of derivatives - (43,310,944 ) Net loss - diluted $ (3,363,597 ) $ (5,833,718 ) Denominator: Weighted average common shares outstanding 2,649,851,579 2,445,150,836 Effect of dilutive shares - 95,922,612 Diluted 2,649,851,579 2,541,073,448 Net (loss) income per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ (0.00 ) |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive Securities | 970,446,154 | 820,000,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive Securities | 116,446,154 | 0 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive Securities | 854,000,000 | 820,000,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes receivables, net | $ 163,588 | |
Lliabilities | ||
Assets | ||
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes receivables, net | ||
Lliabilities | ||
Assets | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes receivables, net | ||
Lliabilities | ||
Assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes receivables, net | 163,588 | |
Lliabilities | ||
Assets |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Aug. 04, 2017 shares |
Alamo CBD, LLC [Member] | |
Number of shares exchanged | 7,584,008 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net cash used in operations | $ 877,619 | $ 340,157 |
Accumulated deficit | $ 27,059,031 | $ 23,695,434 |
SCHEDULE OF SECURED PROMISSORY
SCHEDULE OF SECURED PROMISSORY NOTES (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loans Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Proceeds from loan receivables | $ 160,000 |
SCHEDULE OF SECURED PROMISSOR_2
SCHEDULE OF SECURED PROMISSORY NOTES (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Receivables with Imputed Interest [Line Items] | |
Current portion | $ 163,588 |
Secured Promissory Note One [Member] | |
Receivables with Imputed Interest [Line Items] | |
Issuance date | Jul. 27, 2022 |
Principal amount | $ 40,000 |
Maturity date | May 27, 2023 |
Interest rate | 8% |
Finance cost | $ 1,378 |
Total notes receivable | $ 41,378 |
Secured Promissory Note Two [Member] | |
Receivables with Imputed Interest [Line Items] | |
Issuance date | Aug. 10, 2022 |
Principal amount | $ 20,000 |
Maturity date | Jun. 10, 2023 |
Interest rate | 8% |
Finance cost | $ 628 |
Total notes receivable | $ 20,628 |
Secured Promissory Note Three [Member] | |
Receivables with Imputed Interest [Line Items] | |
Issuance date | Sep. 15, 2022 |
Principal amount | $ 40,000 |
Maturity date | Jan. 15, 2023 |
Interest rate | 8% |
Finance cost | $ 937 |
Total notes receivable | $ 40,937 |
Secured Promissory Note Four [Member] | |
Receivables with Imputed Interest [Line Items] | |
Issuance date | Nov. 01, 2022 |
Principal amount | $ 25,000 |
Maturity date | Mar. 01, 2023 |
Interest rate | 8% |
Finance cost | $ 33 |
Total notes receivable | $ 25,333 |
Secured Promissory Note Five [Member] | |
Receivables with Imputed Interest [Line Items] | |
Issuance date | Nov. 08, 2022 |
Principal amount | $ 20,000 |
Maturity date | Mar. 08, 2023 |
Interest rate | 8% |
Finance cost | $ 236 |
Total notes receivable | $ 20,236 |
Secured Promissory Note Six [Member] | |
Receivables with Imputed Interest [Line Items] | |
Issuance date | Dec. 08, 2022 |
Principal amount | $ 15,000 |
Maturity date | Apr. 08, 2023 |
Interest rate | 8% |
Finance cost | $ 76 |
Total notes receivable | $ 15,076 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Security Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Interest and other income | $ 7,216 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 139,603 | $ 112,315 |
Credit card | 7,877 | 13,191 |
Accrued expenses | 82,715 | 15,715 |
Accrued management fee | 3,183 | 3,183 |
Accounts payable and accrued liabilities | $ 233,378 | $ 144,404 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 08, 2022 | Sep. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | |
Related Party Transaction [Line Items] | |||||
Debt forgiveness wrote off | $ 52 | ||||
Consulting fees | $ 464,500 | 0 | |||
Communication and technology services | 138,694 | 0 | |||
Late charge | 508 | 18,955 | |||
Due to related party | |||||
Aquisition Letter of Intent [Member] | |||||
Related Party Transaction [Line Items] | |||||
Acquisition of assets | $ 145,000 | ||||
Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of Stock, Shares Converted | 5,125,000 | ||||
Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible Debt | $ 10,000 | ||||
Promissory Note [Member] | Electrum Partners LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible Debt | $ 10,000 | ||||
Promissory Note [Member] | Electrum Partners LLC [Member] | Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of Stock, Shares Converted | 5,125,000 |
SCHEDULE OF STOCK OPTIONS ASSUM
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected average volatility minimum | 188% | 198% |
Expected average volatility maximum | 203% | 203% |
Expected dividend yield | ||
Risk-free interest rate minimum | 0.67% | |
Risk-free interest rate maximum | 3.79% | |
Risk-free interest rate | 0.67% | |
Minimum [Member] | ||
Expected term | 2 years 7 months 28 days | 5 years |
Maximum [Member] | ||
Expected term | 5 years 6 months | 5 years 6 months |
SCHEDULE OF STOCK OPTION (Detai
SCHEDULE OF STOCK OPTION (Details) - $ / shares | 12 Months Ended | |||
Dec. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||||
Number of Options, Outstanding, Beginning | 820,000,000 | |||
Weighted average exercise price per share, Outstanding, Beginning | $ 0.012 | |||
Weighted average remaining term in years, Outstanding | 8 years 6 months 21 days | 9 years 7 months 6 days | 0 years | |
Number of Options, Granted | 14,000,000 | 34,000,000 | 820,000,000 | |
Weighted average exercise price per share, Granted | $ 0.010 | $ 0.012 | ||
Weighted average remaining term in years, Granted | 7 years 11 months 12 days | 10 years | ||
Number of Options, Exercised | ||||
Weighted average exercise price per share, Exercised | ||||
Number of Options, Cancelled/Expired | ||||
Weighted average exercise price per share, Forfeited/canceled | ||||
Number of Options, Outstanding, Ending | 854,000,000 | 820,000,000 | ||
Weighted average exercise price per share, Outstanding, Ending | $ 0.012 | $ 0.012 | ||
Number of Options, Exercisable | 838,500,000 | |||
Weighted average exercise price per share, Exercisable | $ 0.012 | |||
Weighted average remaining term in years, Exercisable | 8 years 7 months 6 days |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |||
Aug. 12, 2022 | Feb. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Warrants, Outstanding, Beginning | ||||
Weighted average exercise price per share, Outstanding, Beginning | ||||
Weighted average remaining term in years, outstanding | 4 years 4 months 17 days | |||
Number of Options, Granted | 11,846,154 | 104,600,000 | 116,446,154 | |
Weighted average exercise price per share, Granted | $ 0.01 | |||
Weighted average remaining term in years, Granted | 5 years | |||
Number of Options, Exercised | ||||
Weighted average exercise price per share, Exercised | ||||
Number of Options, Cancelled/Expired | ||||
Weighted average exercise price per share, Forfeited/cancelled | ||||
Number of Warrants, Outstanding, Ending | 116,446,154 | |||
Weighted average exercise price per share, Outstanding, Ending | $ 0.01 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 20, 2022 | Nov. 09, 2022 | Aug. 12, 2022 | Aug. 12, 2022 | Aug. 01, 2022 | Mar. 16, 2022 | Feb. 16, 2022 | Feb. 16, 2022 | Nov. 09, 2021 | Nov. 08, 2021 | Aug. 27, 2021 | Aug. 26, 2021 | Aug. 09, 2021 | Aug. 04, 2021 | Sep. 28, 2020 | May 11, 2020 | Feb. 28, 2023 | Dec. 31, 2022 | Aug. 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 12, 2022 | Oct. 01, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||
Increased in shares authorized | 10,015,000,000 | |||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||||||||||||||
Preferred stock, conversion price per share | $ 0.0125 | |||||||||||||||||||||||
Common stock issued for cash | 610,000 | |||||||||||||||||||||||
Conversoin of shares, value | $ 35,875 | |||||||||||||||||||||||
Common stock issued for cash | 610,000 | |||||||||||||||||||||||
Private Placement | 117,280,154 | 117,280,154 | ||||||||||||||||||||||
Cosulting service, value | $ 5,000 | |||||||||||||||||||||||
Excercise price | $ 0.013 | $ 0.013 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Common stock, shares issued | 2,693,190,084 | 2,693,190,084 | 2,575,909,930 | |||||||||||||||||||||
Common stock, shares outstanding | 2,693,190,084 | 2,693,190,084 | 2,575,909,930 | |||||||||||||||||||||
Stock payable | $ 576,000 | $ 576,000 | ||||||||||||||||||||||
Restricted common shares | 89,230,769 | |||||||||||||||||||||||
Warrants | $ 190,323,692 | |||||||||||||||||||||||
Stock Option, Exercise Price, Increase | $ 0.01 | |||||||||||||||||||||||
Granted | 14,000,000 | 34,000,000 | 820,000,000 | |||||||||||||||||||||
Shares issued price per share | $ 0.01 | |||||||||||||||||||||||
Sharebased compensation gross | $ 8,004,855 | |||||||||||||||||||||||
Stock option plan expense | $ 5,728,701 | |||||||||||||||||||||||
Stock option related party | 2,420,730 | 5,631,014 | ||||||||||||||||||||||
Stock option unamortized related party | 96,777 | 96,777 | 2,276,154 | |||||||||||||||||||||
Stock option related party | 48,188 | 48,188 | $ 2,276,154 | |||||||||||||||||||||
Options aggregate intrinsic value shares | 820,000,000 | |||||||||||||||||||||||
Stock option intrinsic value outstanding | $ 0 | 0 | $ 210,000 | |||||||||||||||||||||
Option exercise | $ 2,436,926 | 5,728,701 | ||||||||||||||||||||||
Stock option intrinsic value shares | 854,000,000 | 854,000,000 | ||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||
Warrants and rights outstanding | $ 0 | $ 0 | ||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Private Placement | 116,446,154 | 116,446,154 | ||||||||||||||||||||||
Cash | $ 600,000 | $ 600,000 | ||||||||||||||||||||||
Private Placement [Member] | Minimum [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Share price | $ 0.005 | $ 0.005 | ||||||||||||||||||||||
Private Placement [Member] | Maximum [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Share price | $ 0.0065 | $ 0.0065 | ||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||||
Sale of common stock issued | 16,000,000 | |||||||||||||||||||||||
Total consideration received | $ 200,000 | |||||||||||||||||||||||
Accredited Investors [Member] | Subscription Agreements [Member] | Private Placement [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 0.0065 | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||||||||||
Sale of common stock issued | 200,000,000 | 153,846,154 | 123,076,923 | 150,000,000 | 150,000,000 | |||||||||||||||||||
Share price | $ 0.005 | |||||||||||||||||||||||
Sale of common stock issued value | $ 1,300,000 | $ 1,000,000 | $ 800,000 | $ 900,000 | $ 900,000 | |||||||||||||||||||
Excercise price | $ 0.013 | $ 0.013 | $ 0.013 | $ 0.013 | ||||||||||||||||||||
Leslie Bocskor [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | $ 150,000,000 | $ 150,000,000 | ||||||||||||||||||||||
[custom:StockOptionsPricePerShare] | $ 0.015 | |||||||||||||||||||||||
Benjamin Rote [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | $ 100,000,000 | $ 100,000,000 | ||||||||||||||||||||||
Dennis Forchic [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | $ 150,000,000 | $ 150,000,000 | ||||||||||||||||||||||
Rick Gutshal [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Granted | 5,000,000 | |||||||||||||||||||||||
Shares issued price per share | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Lang Coleman [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Granted | 10,000,000 | |||||||||||||||||||||||
Shares issued price per share | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Michael Blicharski [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Granted | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Keith Crouch And Michael Blicharski [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Granted | 20,000,000 | 20,000,000 | ||||||||||||||||||||||
Shares issued price per share | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Restricted Common Shares [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | 60,000,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | 98,000,000 | |||||||||||||||||||||||
Conversoin of shares, value | $ 116,514 | |||||||||||||||||||||||
Common stock share conversion | 60,000,000 | |||||||||||||||||||||||
Common stock issued for cash | $ 98,000 | |||||||||||||||||||||||
Private Placement | 174,513,889 | |||||||||||||||||||||||
Conversoin of shares | 16,513,889 | |||||||||||||||||||||||
Consulting service, shares | 834,000 | 834,000 | ||||||||||||||||||||||
Cosulting service, value | $ 834 | $ 834 | ||||||||||||||||||||||
Option exercise | ||||||||||||||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||||
Common stock issued for cash | 82,000,000 | |||||||||||||||||||||||
Common stock issued for cash | $ 410,000 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Warrants granted | 11,846,154 | 104,600,000 | 116,446,154 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of stock, sharres | 5,125,000 | |||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Convertible Debt | $ 10,000 | |||||||||||||||||||||||
Ten Percentage Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt conversion amount | $ 25,000 | |||||||||||||||||||||||
Debt conversion, shares issued | 11,388,889 | |||||||||||||||||||||||
Conversion Of Debt [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversoin of shares, value | $ 35,875 | |||||||||||||||||||||||
Conversion Of Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversoin of shares | 16,513,889 | |||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||||||||||||||
Conversion of stock, sharres | 750,000 | |||||||||||||||||||||||
Deemed convertible preferred stock | $ 1 | |||||||||||||||||||||||
Preferred Stock, Convertible, Terms | The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share. | |||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock amended conversion price | $ 0.0125 | $ 0.40 | ||||||||||||||||||||||
Conversoin of shares, value | $ 500,000 | |||||||||||||||||||||||
Common stock share conversion | 750,000 |
SCHEDULE FOR COMPONENTS OF DEFE
SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 3,608,093 | $ 2,901,738 |
Accelerated tax depreciation | ||
Net deferred tax assets | 3,608,093 | 2,901,738 |
Less: Valuation allowance | (3,608,093) | (2,901,738) |
Net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Accumulated net operating loss | $ 17,181,395 |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (3,363,597) | $ 37,477,226 |
Gain on change in fair value of derivatives | (43,310,944) | |
Net loss - diluted | $ (3,363,597) | $ (5,833,718) |
Weighted average common shares outstanding | 2,649,851,579 | 2,445,150,836 |
Effect of dilutive shares | 95,922,612 | |
Diluted | 2,649,851,579 | 2,541,073,448 |
Basic | $ 0 | $ 0.02 |
Diluted | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Feb. 28, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | Jan. 25, 2023 | |
Subsequent Event [Line Items] | |||||||
Number of shares issued | 117,280,154 | ||||||
Restricted common shares | 89,230,769 | ||||||
Private placement | $ 5,000 | ||||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 174,513,889 | ||||||
Private placement | $ 834 | $ 834 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of private placement | $ 65,000 | ||||||
Loan interest rate | 8% | 8% | |||||
Loan maturity term | 180 days | ||||||
Subsequent Event [Member] | Loan One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Loan amount | $ 27,500 | $ 27,500 | |||||
Subsequent Event [Member] | Loan Two Axis [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Loan amount | 50,000 | 50,000 | |||||
Subsequent Event [Member] | Loan Three [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Loan amount | $ 65,000 | $ 65,000 | |||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted common shares | 10,000,000 | 250,000,000 | |||||
Subsequent Event [Member] | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted common shares | 20,000,000 | 500,000,000 | |||||
Subsequent Event [Member] | One Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash | $ 30,000 | ||||||
Subsequent Event [Member] | Two Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash | $ 26,000 | ||||||
Subsequent Event [Member] | Accredited Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Private placement | $ 1,625,000 | ||||||
Subsequent Event [Member] | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted common shares | 190,323,692 | ||||||
Subsequent Event [Member] | Warrant [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 400,000,000 | ||||||
Subsequent Event [Member] | Warrant [Member] | Restricted Stock [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 200,000,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted common shares | 89,230,769 |