Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | DEEP GREEN WASTE & RECYCLING, INC. |
Entity Central Index Key | 0001637866 |
Entity Tax Identification Number | 30-1035174 |
Entity Incorporation, State or Country Code | WY |
Entity Address, Address Line One | 260 Edwards Plz #21266 |
Entity Address, City or Town | Saint Simons Island |
Entity Address, State or Province | GA |
Entity Address, Postal Zip Code | 31522 |
City Area Code | 833 |
Local Phone Number | 304-7336 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 5,269 | $ 36,619 | $ 757 |
Accounts receivable, net of allowance for doubtful accounts of $554,020 at December 31, 2021 and $545,420 at December 31, 2020 | 222,495 | 185,902 | |
Other Current Assets | 500 | 8,759 | |
Total current assets | 228,264 | 231,280 | 757 |
Property and equipment, net | 212,504 | 227,889 | 9,798 |
Goodwill and Intangible Assets, net | 1,157,838 | 1,220,664 | |
Other assets: | |||
Deposits | 7,000 | 7,000 | 5,000 |
Total other assets | 1,377,342 | 1,455,553 | |
Total assets | 1,605,606 | 1,686,833 | 15,555 |
Current liabilities: | |||
Current portion of debt | 872,912 | 730,532 | 896,584 |
Convertible notes payable, net of debt discounts of $1,041,697 and $5,238 at December 31, 2021 and December 31, 2020, respectively | 398,691 | 316,974 | 10,762 |
Accounts payable | 3,095,020 | 3,098,770 | 2,948,964 |
Accrued expenses | 205,380 | 217,867 | 156,051 |
Deferred compensation | 94,175 | 92,546 | 86,307 |
Accrued interest | 118,405 | 93,661 | 162,074 |
Customer deposits payable | 68,851 | 68,851 | 68,851 |
Derivative liability | 675,434 | 1,373,211 | 43,444 |
Total current liabilities | 5,528,868 | 5,992,412 | 4,373,037 |
Long-term liabilities | |||
Long-term portion of debt | |||
Total long-term liabilities | |||
Total liabilities | 5,528,868 | 5,992,412 | 4,373,037 |
STOCKHOLDERS’ DEFICIT | |||
Common stock, $.0001 par value; 500,000,000 and 250,000,000 shares authorized; 247,015,579 and 129,836,060 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 40,634 | 24,702 | 12,984 |
Preferred Stock, $.0001 par value, $1 per share stated value, 2,000,000 shares authorized; 31,000 and 31,000 shares of Series B Convertible Preferred Stock issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 31,000 | 31,000 | 31,000 |
Additional paid-in capital | 7,679,726 | 6,815,935 | 3,374,888 |
Accumulated deficit | (11,674,622) | (11,177,216) | (7,776,354) |
Total stockholders’ deficit | (3,923,262) | (4,305,579) | (4,357,482) |
Total liabilities and stockholders’ deficit | $ 1,605,606 | 1,686,833 | 15,555 |
Total other assets | $ 7,000 | $ 5,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 545,420 | $ 545,420 | $ 545,420 |
Debt Instrument, Unamortized Discount, Current | $ 68,750 | $ 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000,000,000 | 500,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 406,333,999 | 247,015,579 | 129,836,060 |
Common Stock, Shares, Outstanding | 406,333,999 | 247,015,579 | 129,836,060 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, stated value per share | $ 1 | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 31,000 | 31,000 | |
Preferred Stock, Shares Outstanding | 31,000 | 31,000 | 31,000 |
Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Issued | 31,000 | 31,000 | 31,000 |
Preferred Stock, Shares Outstanding | 31,000 | 31,000 | |
Convertible Notes Payable [Member] | |||
Debt Issuance Costs, Current, Net | $ 465,006 | $ 1,041,697 | $ 5,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 219,741 | $ 24,837 | $ 363,056 | |
Total revenues | 219,741 | 24,837 | 363,056 | |
Cost of revenues | 93,864 | 7,021 | 169,605 | |
Gross profit | 125,877 | 17,816 | 193,451 | |
Operating expenses: | ||||
Selling, general and administrative | 218,538 | 26,810 | ||
Officer and director compensation (including stock-based compensation of $367,250 and $109,147, respectively) | 176,259 | 45,790 | 491,770 | 149,619 |
Professional and consulting (including stock-based compensation of $29,850 and $163,000, respectively) | 45,342 | 67,250 | 263,365 | 273,781 |
Provision for doubtful accounts | 8,600 | 2,675 | ||
Other selling, general and administrative | 351,844 | 34,924 | ||
Depreciation and amortization of property and equipment | 78,210 | 9,675 | 44,484 | 10,992 |
Amortization of intangible assets | 57,845 | |||
Total operating expenses | 518,349 | 149,525 | 1,217,908 | 471,991 |
Operating (loss) | (392,472) | (131,709) | (1,024,457) | (471,991) |
Other income/(expense): | ||||
Derivative liability (expense) income | 697,777 | (157,936) | (909,317) | 76,556 |
Loss on Conversion of Notes Payable and accrued interest | (145,972) | |||
Interest expense (including amortization of debt discounts of $847,055 and $0, respectively) | (656,739) | (38,493) | (1,178,197) | (199,126) |
Gain on settlement of note payable | 652,559 | |||
Loss on conversions of notes payable | (923,783) | (138,009) | ||
Loss on disposal of equipment | (17,667) | |||
Total other (expense) | (104,934) | (196,429) | (2,376,405) | (260,579) |
Net (loss) | $ (497,406) | $ (328,138) | $ (3,400,862) | $ (732,570) |
Net loss per common share: | ||||
Basic and diluted net loss per common share | $ 0 | $ 0 | $ (0.02) | $ (0.01) |
Basic and diluted weighted-average common shares outstanding | 334,064,636 | 132,000,792 | 174,026,777 | 110,581,886 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Noncash Expense | $ 145,259 | $ 29,850 | $ 397,100 | $ 272,147 |
Amortization of Debt Discount (Premium) | 582,761 | 20,324 | 847,055 | 116,643 |
Interest Expense [Member] | ||||
Amortization of Debt Discount (Premium) | 847,055 | 0 | ||
Professional And Consulting Fee [Member] | ||||
Share-Based Payment Arrangement, Noncash Expense | 0 | 29,850 | 29,850 | 163,000 |
Officer and Director [Member] | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 145,259 | $ 24,790 | $ 367,250 | $ 109,147 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' (Deficiency) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balances at December 31, 2020 | $ (4,305,579) | $ (4,357,482) | $ (4,357,482) | $ (4,119,910) |
Issuance of Preferred B stock in satisfaction of deferred compensation | 31,000 | |||
Issuance of common stock relating to Officer Employment Agreement | 20,400 | 33,600 | ||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | 163,000 | |||
Convertible Note Conversions | 248,630 | |||
Warrant cashless exercise | ||||
Issuance of common stock for consulting services | 14,652 | 29,850 | 29,850 | |
Issuance of common stock incentives for officers and directors | 143,100 | |||
Issuance of common stock and warrants as part of convertible notes financings | 1,286,500 | |||
Issuance of common stock in satisfaction of notes payable and accrued interest | 701,571 | 1,589,786 | ||
Issuance of common stock to directors for accrued compensation | 56,779 | 403,629 | ||
Issuance of common stock as part of Amwaste asset purchase | 99,000 | 99,000 | ||
Issuance of common stock as part of purchase of Lyell Environmental Services, Inc. | 44,000 | |||
Net loss | (497,406) | (328,138) | (3,400,862) | (732,570) |
Balances at December 31, 2021 | (3,923,262) | (4,499,991) | (4,305,579) | (4,357,482) |
Issuance of Common Shares relating to Officer Employment Agreement | 18,768 | |||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||
Balances at December 31, 2020 | $ 31,000 | $ 31,000 | $ 31,000 | |
Balance, shares | 31,000 | 31,000 | 31,000 | |
Issuance of Preferred B stock in satisfaction of deferred compensation | $ 31,000 | |||
Issuance of Preferred B stock in satisfaction of deferred compensation, shares | 31,000 | |||
Issuance of common stock relating to Officer Employment Agreement | ||||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | ||||
Convertible Note Conversions | ||||
Warrant cashless exercise | ||||
Issuance of common stock for consulting services | ||||
Issuance of common stock incentives for officers and directors | ||||
Issuance of common stock and warrants as part of convertible notes financings | ||||
Issuance of common stock in satisfaction of notes payable and accrued interest | ||||
Issuance of common stock to directors for accrued compensation | ||||
Issuance of common stock as part of purchase of Lyell Environmental Services, Inc. | ||||
Net loss | ||||
Balances at December 31, 2021 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 |
Balance, shares | 31,000 | 31,000 | 31,000 | 31,000 |
Issuance of Common Shares relating to Officer Employment Agreement | ||||
Common Stock [Member] | ||||
Balances at December 31, 2020 | $ 24,702 | $ 12,984 | $ 12,984 | $ 10,505 |
Balance, shares | 247,015,579 | 129,836,060 | 129,836,060 | 105,051,540 |
Issuance of Preferred B stock in satisfaction of deferred compensation | ||||
Issuance of common stock relating to Officer Employment Agreement | $ 204 | $ 84 | ||
Issuance of common stock relating to Officer Employment Agreement, shares | 2,040,000 | 840,000 | ||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | $ 1,000 | |||
Issuance of common stock for consulting services and to a service provider in connection with Service Settlement Agreement dated November 27, 2020, shares | 10,000,000 | |||
Convertible Note Conversions | $ 1,266 | |||
Convertible Note Conversions, shares | 12,662,039 | |||
Warrant cashless exercise | $ 451 | $ 26 | ||
Warrant cashless exercise, shares | 4,512,497 | 262,481 | ||
Issuance of common stock for consulting services | $ 222 | $ 75 | $ 75 | |
Issuance of common stock for consulting services, shares | 2,220,000 | 750,000 | 750,000 | |
Issuance of common stock incentives for officers and directors | $ 2,200 | |||
Issuance of common stock incentives for officers and directors, shares | 22,000,000 | |||
Issuance of common stock and warrants as part of convertible notes financings | $ 560 | |||
Issuance of common stock and warrants as part of convertible notes financings, shares | 5,597,704 | |||
Issuance of common stock in satisfaction of notes payable and accrued interest | $ 13,306 | $ 8,564 | ||
Issuance of common stock in satisfaction of notes payable and accrued interest, shares | 133,058,420 | 85,636,560 | ||
Issuance of common stock to directors for accrued compensation | $ 238 | $ 1,668 | ||
Issuance of common stock to directors for accrued compensation, shares | 2,382,758 | 16,682,758 | ||
Issuance of common stock as part of Amwaste asset purchase | $ 200 | $ 200 | ||
Issuance of common stock for Amwaste asset purchase, shares | 2,000,000 | 2,000,000 | ||
Issuance of common stock as part of purchase of Lyell Environmental Services, Inc. | $ 200 | |||
Issuance of common stock as part of purchase of Lyell Environmental Services, Inc., shares | 2,000,000 | |||
Net loss | ||||
Balances at December 31, 2021 | $ 40,634 | $ 13,497 | $ 24,702 | $ 12,984 |
Balance, shares | 406,333,999 | 134,968,818 | 247,015,579 | 129,836,060 |
Issuance of Common Shares relating to Officer Employment Agreement | $ 103 | |||
Issuance of Common Shares relating to Officer Employment Agreement, shares | 1,020,000 | |||
Additional Paid-in Capital [Member] | ||||
Balances at December 31, 2020 | $ 6,815,935 | $ 3,374,888 | $ 3,374,888 | $ 2,913,369 |
Issuance of Preferred B stock in satisfaction of deferred compensation | ||||
Issuance of common stock relating to Officer Employment Agreement | 20,196 | 33,516 | ||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | 162,000 | |||
Convertible Note Conversions | 247,364 | |||
Warrant cashless exercise | (451) | (26) | ||
Issuance of common stock for consulting services | 14,430 | 29,775 | 29,775 | |
Issuance of common stock incentives for officers and directors | 140,900 | |||
Issuance of common stock and warrants as part of convertible notes financings | 1,285,940 | |||
Issuance of common stock in satisfaction of notes payable and accrued interest | 688,265 | 1,581,222 | ||
Issuance of common stock to directors for accrued compensation | 56,541 | 401,961 | ||
Issuance of common stock as part of Amwaste asset purchase | 98,800 | 98,800 | ||
Issuance of common stock as part of purchase of Lyell Environmental Services, Inc. | 43,800 | |||
Net loss | ||||
Balances at December 31, 2021 | 7,679,726 | 3,560,004 | 6,815,935 | 3,374,888 |
Issuance of Common Shares relating to Officer Employment Agreement | 18,665 | |||
Retained Earnings [Member] | ||||
Balances at December 31, 2020 | (11,177,216) | (7,776,354) | (7,776,354) | (7,043,784) |
Issuance of Preferred B stock in satisfaction of deferred compensation | ||||
Issuance of common stock relating to Officer Employment Agreement | ||||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | ||||
Convertible Note Conversions | ||||
Warrant cashless exercise | ||||
Issuance of common stock for consulting services | ||||
Issuance of common stock incentives for officers and directors | ||||
Issuance of common stock and warrants as part of convertible notes financings | ||||
Issuance of common stock in satisfaction of notes payable and accrued interest | ||||
Issuance of common stock to directors for accrued compensation | ||||
Issuance of common stock as part of Amwaste asset purchase | ||||
Issuance of common stock as part of purchase of Lyell Environmental Services, Inc. | ||||
Net loss | (497,406) | (328,138) | (3,400,862) | (732,570) |
Balances at December 31, 2021 | $ (11,674,622) | $ (8,104,492) | $ (11,177,216) | (7,776,354) |
Issuance of Common Shares relating to Officer Employment Agreement |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | ||||
Net income (loss) for the period | $ (497,406) | $ (328,138) | $ (3,400,862) | $ (732,570) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization of property and equipment | 78,210 | 9,675 | 44,484 | 10,992 |
Amortization of intangible assets | 57,845 | |||
Provision for doubtful accounts | 8,600 | 2,675 | ||
Loss on conversion of notes payable and accrued interest | 145,972 | |||
Amortization of debt discounts | 582,761 | 20,324 | 847,055 | 116,643 |
Loss on conversions of notes payable | 923,783 | 138,009 | ||
Gain on Note Settlement | (652,559) | |||
Loss on disposal of equipment | 17,667 | |||
Derivative liability (income) expense | (697,777) | 157,936 | 909,317 | (76,556) |
Stock-based compensation | 145,259 | 29,850 | 397,100 | 272,147 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (36,593) | (5,826) | (81,849) | |
Other current assets | 8,259 | (11,860) | (8,759) | |
Deposits | (2,000) | |||
Accounts payable | (15,689) | 4,344 | 144,825 | 33,455 |
Accrued expenses | 7,913 | 45,790 | 81,616 | 21,000 |
Deferred compensation | 1,629 | 6,239 | 5,982 | |
Accrued interest | 81,614 | 18,168 | 214,495 | 76,770 |
Net cash used in operating activities | (195,848) | (59,737) | (493,003) | (131,453) |
INVESTING ACTIVITIES: | ||||
Acquisition of Amwaste assets | (160,000) | |||
Acquisition of Lyell Environmental Services, Inc. | (1,050,000) | |||
Purchase of property and equipment | (50,000) | (110,045) | ||
Net cash used in investing activities | (50,000) | (1,320,045) | ||
FINANCING ACTIVITIES: | ||||
Proceeds from convertible notes payable | 300,000 | 150,000 | 1,706,500 | 123,000 |
Proceeds from other debt - net | 142,410 | 8,475 | ||
Repayment of note issued in Lyell acquisition | (140,000) | |||
Loans from Officers | 4,498 | 5,330 | ||
Net cash provided by financing activities | 164,498 | 155,330 | 1,848,910 | 131,475 |
NET INCREASE (DECREASE) IN CASH | (31,350) | 45,593 | 35,862 | 22 |
CASH, BEGINNING OF PERIOD | 36,619 | 757 | 757 | 735 |
CASH, END OF PERIOD | 5,269 | 46,350 | 36,619 | 757 |
Supplemental disclosure of cash flow information | ||||
Interest | 116,647 | |||
Income taxes | ||||
Non-Cash investing and financing activities: | ||||
Initial derivative liability charged to debt discount | 150,000 | 420,000 | 120,000 | |
Issuance of 25,000 shares, Series B Convertible Preferred Stock in satisfaction of deferred compensation liability | 25,000 | |||
Issuance of 6,000 shares, Series B Convertible Preferred Stock in satisfaction of loans payable to officer | 6,000 | |||
Issuance of common stock to directors for accrued compensation | (20,400) | 56,779 | 56,779 | |
Issuance of common stock and note payable to Seller of Lyell Environmental Services, Inc.: | ||||
Total | 209,000 | |||
Conversions of Convertible Notes Payable: | ||||
Principal | 540,654 | 107,000 | ||
Accrued interest and charges | 125,349 | 3,620 | ||
Notes Payable Satisfied | (474,794) | (666,003) | (110,620) | |
Fair value of 85,636,560 and 14,662,039 shares, respectively, issued to lenders | 1,589,786 | 248,629 | ||
Issuance of Common Stock in satisfaction of debt: | ||||
Fair Value of common stock issued | 701,571 | |||
Accrued interest satisfied | (78,870) | |||
Loss on conversions of convertible notes payable | 147,907 | 923,783 | 138,009 | |
Total debt satisfied | 474,794 | 666,003 | 110,620 | |
Amwaste Inc [Member] | ||||
Issuance of common stock and note payable to Seller of Lyell Environmental Services, Inc.: | ||||
Common stock | 99,000 | 99,000 | ||
Note payable | 110,000 | 110,000 | ||
Total | 209,000 | |||
Lyell Environmental Services Inc [Member] | ||||
Issuance of common stock and note payable to Seller of Lyell Environmental Services, Inc.: | ||||
Common stock | 44,000 | |||
Note payable | 186,538 | |||
Total | $ 230,538 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Statement of Cash Flows [Abstract] | |
Debt Conversion, Original Debt, Amount | $ | $ 25,000 |
Debt Conversion, Converted Instrument, Shares Issued | 6,000 |
Stock Issued During Period, Shares, New Issues | 85,636,560 |
ORGANIZATION
ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION | NOTE A – ORGANIZATION Deep Green Waste & Recycling, Inc. (f/k/a Critic Clothing, Inc.) (“Deep Green”, the “Company”, “we”, “us”, or “our”) is a publicly quoted company seeking to create value for its shareholders by seeking to acquire other operating entities for growth in return for shares of our common stock. The Company was organized as a Nevada Corporation on August 24, 1995 under the name of Evader, Inc. On May 25, 2012, the Company filed its Foreign Profit Corporation Articles of Domestication to change the domicile of the Company from Nevada to Wyoming. On November 4, 2015, the Company filed an Amendment to its Articles of Incorporation to change the name of the Company to Critical Clothing, Inc. and on August 28, 2017 an Amendment was filed to change the Company name to Deep Green Waste & Recycling, Inc. On August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption of certain liabilities and cancellation of 3,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares ) of common stock of the Company. On August 24, 2017, the Company acquired all the membership units of Deep Green Waste and Recycling, LLC (“DGWR LLC”), a Georgia limited liability company engaged in the waste broker business since 2011, in exchange for 85,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares ) of the Company’s common stock. The transaction was accounted for as a “reverse merger” where DGWR LLC was considered the accounting acquiror and the Company was considered the accounting acquiree. Effective October 1, 2017, Deep Green acquired Compaction and Recycling Equipment, Inc. (CARE), a Portland, Oregon based company that sells and services waste and recycling equipment. Deep Green purchased 100 % of the common stock for $ 902,700 . $ 586,890 was paid in cash at closing and a promissory note was executed in the amount of $ 315,810 . Effective October 1, 2017, Deep Green acquired Columbia Financial Services, Inc, (CFSI), a Portland, Oregon based company that finances the purchases of waste and recycling equipment. Deep Green purchased 100 % of the common stock for $ 597,300 . $ 418,110 was paid in cash at closing and a promissory note was executed in the amount of $ 179,190 . On August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations (the “Agreement”) with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the Company transferred all capital stock of its two wholly owned subsidiaries, Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., to Mirabile Corporate Holdings, Inc. in exchange for the assumption and cancellation of certain liabilities. Deep Green’s Chief Executive Officer owned a 7.5 % equity interest in Mirabile Corporate Holdings, Inc. On August 7, 2018, the Company ceased its waste broker business. In the quarterly period ended March 31, 2021, the Company re-launched its waste and recycling services operation and has begun to re-engage with customers, waste haulers and recycling centers, which are critical elements of its historically successful business model: designing and managing waste programs for commercial and institutional properties for cost savings, ease of operation, and minimal administrative stress for its clients. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) Asset Purchase Agreement On February 8, 2021, the Company, through its wholly owned subsidiary DG Research, Inc. (the “Buyer”), entered into an Asset Purchase Agreement (the “Agreement”) with Amwaste, Inc. (the “Seller”). Under the terms of the Agreement, the Buyer agreed to purchase from the Seller certain assets (the “Assets”) utilized in the Seller’s waste management business located in Glynn County, Georgia. In consideration for the purchase of the Assets, the Buyer paid the seller $ 160,000 and issued the Seller 2,000,000 shares of the Company’s restricted common stock. The Buyer remitted $ 50,000 at Closing and issued the Seller a Promissory Note (the “Note”) in the amount of $ 110,000 , which was paid April 9, 2021 . The Note was secured by the Assets purchased through the Agreement. The transaction closed on February 11, 2021. On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock. On February 10, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On February 10, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock. Securities Purchase Agreement On August 11, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”) and Lyell Environmental Services, Inc. (hereinafter “LES”). On October 19, 2021, the Company closed on the Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”). In consideration for the purchase of all shares from the Shareholder, the Company was to pay the Shareholder (i) $ 50,000 upon execution of the Agreement that was held in escrow, (ii) $ 1,300,000 at Closing, and (iii) 1,000,000 shares of the Company’s common stock. Under the amended Agreement (the “Amended Agreement”), the Company paid to the Shareholder (i) the $ 50,000 paid upon execution of the Agreement and that was held in escrow, (ii) $ 1,000,000 at Closing, and (iii) 2,000,000 shares of the Company’s common stock. The Company also issued the Shareholder a Promissory Note (the “Promissory Note”) in the amount of $ 186,537.92 . The Promissory Note accrues interest at 7 % per annum and was due on December 18, 2021. The transaction closed on October 19, 2021. On December 18, 2021 , the Company and Shareholder agreed to extend the due date for the Promissory Note for 30 days. The Company made a payment of $ 140,000 on March 7, 2022 against the Promissory Note. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) NOTE A – ORGANIZATION (continued) In order to further grow its business, the Company plans to: ● expand its service offerings to provide additional sustainable waste management solutions that further minimize costs based on volume and content of waste streams, and methods of disposal, including landfills, transfer stations and recycling centers; ● Acquire profitable waste and recycling services companies with similar or compatible and synergistic business models, that can help the Company achieve these objectives; ● Offer innovative recycling services that significantly reduce the disposal of hazardous wastes, food wastes, plastics and electronic wastes in the commercial and residential property collective; ● Establish partnerships with innovative companies, municipalities and institutions; and ● Attract investment funds who will actively work with the Company to achieve these goals and help the Company grow into a leading waste and recycling services supplier in North America. Some potential merger/acquisition candidates have been identified and discussions initiated. These candidates are within the Company’s core business model, serving commercial properties, accretive to cash flow, and geographically favorable. While seeking to identify acquisition candidates, the Company seeks to identify target entities with a similar core business model or a model which naturally integrates with its own, and which are situated in opportunistic geographic locations. We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management’s best business judgment. Our activities are subject to several significant risks, which arise primarily as a result of the fact that we have limited current business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of our lack of resources and our inability to provide a prospective business opportunity with significant capital. | NOTE A – ORGANIZATION Overview Deep Green Waste & Recycling, Inc. (f/k/a Critic Clothing, Inc.) (“Deep Green”, the “Company”, “we”, “us”, or “our”) is a publicly quoted company seeking to create value for its shareholders by seeking to acquire other operating entities for growth in return for shares of our common stock. The Company was organized as a Nevada Corporation on August 24, 1995 under the name of Evader, Inc. On May 25, 2012, the Company filed its Foreign Profit Corporation Articles of Domestication to change the domicile of the Company from Nevada to Wyoming. On November 4, 2015, the Company filed an Amendment to its Articles of Incorporation to change the name of the Company to Critical Clothing, Inc. and on August 28, 2017 an Amendment was filed to change the Company name to Deep Green Waste & Recycling, Inc. On August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption of certain liabilities and cancellation of 3,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares ) of common stock of the Company. On August 24, 2017, the Company acquired all the membership units of Deep Green Waste and Recycling, LLC (“DGWR LLC”), a Georgia limited liability company engaged in the waste recycling business since 2011, in exchange for 85,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares ) of the Company’s common stock. The transaction was accounted for as a “reverse merger” where DGWR LLC was considered the accounting acquiror and the Company was considered the accounting acquiree. Effective October 1, 2017, Deep Green acquired Compaction and Recycling Equipment, Inc. (CARE), a Portland, Oregon based company that sells and services waste and recycling equipment. Deep Green purchased 100 % of the common stock for $ 902,700 . $ 586,890 was paid in cash at closing and a promissory note was executed in the amount of $ 315,810 . Please see NOTE G – DEBT Effective October 1, 2017, Deep Green acquired Columbia Financial Services, Inc, (CFSI), a Portland, Oregon based company that finances the purchases of waste and recycling equipment. Deep Green purchased 100 % of the common stock for $ 597,300 . $ 418,110 was paid in cash at closing and a promissory note was executed in the amount of $ 179,190 . Please see NOTE G – DEBT On August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations (the “Agreement”) with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the Company transferred all capital stock of its two wholly owned subsidiaries, Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., to Mirabile Corporate Holdings, Inc. in exchange for the assumption and cancellation of certain liabilities. Deep Green’s Chief Executive Officer owned a 7.5 % equity interest in Mirabile Corporate Holdings, Inc. On August 7, 2018, the Company ceased its waste recycling business. In the quarterly period ended March 31, 2021, the Company re-launched its waste and recycling services operation and has begun to re-engage with customers, waste haulers and recycling centers, which are critical elements of its historically successful business model: designing and managing waste programs for commercial and institutional properties for cost savings, ease of operation, and minimal administrative stress for its clients. Asset Purchase Agreement On February 8, 2021, the Company, through its wholly owned subsidiary DG Research, Inc. (the “Buyer”), entered into an Asset Purchase Agreement (the “Agreement”) with Amwaste, Inc. (the “Seller”). Under the terms of the Agreement, the Buyer agreed to purchase from the Seller certain assets (the “Assets”) utilized in the Seller’s waste management business located in Glynn County, Georgia. In consideration for the purchase of the Assets, the Buyer paid the seller $ 160,000 and issued the Seller 2,000,000 shares of the Company’s restricted common stock. The Buyer remitted $ 50,000 at Closing and issued the Seller a Promissory Note (the “Note”) in the amount of $ 110,000 , which was paid April 9, 2021 . The Note was secured by the Assets purchased through the Agreement. The transaction closed on February 11, 2021. On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock. Securities Purchase Agreement On August 11, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”) and Lyell Environmental Services, Inc. (hereinafter “LES”). On October 19, 2021, the Company closed on the Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”). In consideration for the purchase of all shares from the Shareholder, the Company was to pay the Shareholder (i) $ 50,000 upon execution of the Agreement that was held in escrow, (ii) $ 1,300,000 at Closing, and (iii) 1,000,000 shares of the Company’s common stock. Under the amended Agreement (the “Amended Agreement”), the Company paid to the Shareholder (i) the $ 50,000 paid upon execution of the Agreement and that was held in escrow, (ii) $ 1,000,000 at Closing, and (iii) 2,000,000 shares of the Company’s common stock. The Company also issued the Shareholder a Promissory Note (the “Promissory Note”) in the amount of $ 186,537.92 . The Promissory Note accrues interest at 7 % per annum and was due on December 18, 2021. The transaction closed on October 19, 2021. On December 18, 2021 , the Company and Shareholder agreed to extend the due date for the Promissory Note for 30 days. The Company made a payment of $ 140,000 on March 7, 2022 against the Promissory Note. FoamShield, Inc. Letter of Intent On December 21, 2021, the Company entered into a Letter of Intent (“LOI”) with FoamShield, Inc. (the “Seller”) whereby the Company would acquire all the assets used or useful in the operation of the Seller’s business, including all of the tangible and intangible assets owned by the principals of the Seller. As consideration for the acquisition of the assets, the Company shall issue the Seller 2,000,000 shares of common stock and a 4 % royalty payment on all collected net sales revenues of the FoamShield product. Upon completion of its due diligence, the Company elected to terminate the transaction during the first quarter of 2022. In order to further grow its business, the Company plans to: ● expand its service offerings to provide additional sustainable waste management solutions that further minimize costs based on volume and content of waste streams, and methods of disposal, including landfills, transfer stations and recycling centers; ● Acquire profitable waste and recycling services companies with similar or compatible and synergistic business models, that can help the Company achieve these objectives; ● Offer innovative recycling services that significantly reduce the disposal of plastics, electronic wastes, food wastes, and hazardous wastes in the commercial property universe; ● Establish partnerships with innovative universities, municipalities and companies; and ● Attract investment funds who will actively work with the Company to achieve these goals and help the Company grow into a leading waste and recycling services supplier in North America. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Interim Financial Statements The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2022. These financial statements should be read in conjunction with that report. Principles of Consolidation The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DG Treasury, Inc. DG Research, Inc DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2022 and December 31, 2021, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE I For nonrecurring fair value measurements of issuances of common stock for services (see NOTE J DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property, equipment and intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through March 31, 2022, the Company has not experienced impairment losses on its long-lived assets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of income. The estimated lives used to determine depreciation and amortization are: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Software 2 - 3 Years Office Equipment 3 - 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease Goodwill Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021. We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall. Amortizable Intangible Assets Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years . We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Advertising Costs Advertising costs, which were not significant for the periods presented, are expensed as incurred. Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE G NOTE H NOTE J DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which has superseded nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance was effective for annual periods beginning after December 15, 2018; early adoption was permitted. The Company early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE J - CAPITAL STOCK Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DGWR, LLC, DG Research, Inc DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2021, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (Please see NOTE I - DERIVATIVE LIABILITY For nonrecurring fair value measurements of issuances of common stock for services (Please see NOTE J - CAPITAL STOCK DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through December 31, 2021, the Company has not experienced impairment losses on its long-lived assets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of operations. The estimated lives used to determine depreciation and amortization are: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 years Containers 5 years Software 2 - 3 Years Office Equipment 3 - 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease Goodwill Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021. We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall. Amortizable Intangible Assets Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years . We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Advertising Costs Advertising costs, which were not significant for the periods presented, are expensed as incurred. Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the years ended December 31, 2021 and 2020, we have excluded the shares issuable from the convertible notes payable (Please see NOTE H– CONVERTIBLE NOTES PAYABLE see NOTE J - CAPITAL STOCK DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all prior revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates are required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. We early adopted ASU 2017-11 effective January 1, 2018. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
BUSINESS ACQUISITION | NOTE C – BUSINESS ACQUISITION As discussed in NOTE A – ORGANIZATION, SCHEDULE OF IDENTIFIABLE ASSETS The identifiable assets of Lyell at: October 19, Accounts receivable $ 95,453 Property and equipment, net 20,557 Customer lists and covenant not to compete 1,083,333 Accounts payable (4,981 ) Total identifiable net assets $ 1,194,362 SCHEDULE OF CONSIDERATION PAID The consideration paid for Lyell was: Cash $ 1,050,000 Promissory note 186,538 2,000,000 shares of DGWR common stock 44,000 Total consideration $ 1,280,538 The $ 86,176 excess of the total consideration ($ 1,280,538 ) over the total identifiable net assets of Lyell ($ 1,194,362 ) was recorded as goodwill. For the three months ended March 31, 2022, revenues and net loss of Lyell included in the accompanying consolidated statement of operations was $ 170,452 and $ 116,201 , respectively. | NOTE C – BUSINESS ACQUISITION As discussed in NOTE A – ORGANIZATION, SCHEDULE OF IDENTIFIABLE ASSETS The identifiable assets of Lyell at: October 19, 2021 Accounts receivable $ 95,453 Property and equipment, net 20,557 Customer lists and covenant not to compete 1,083,333 Accounts payable (4,981 ) Total identifiable net assets $ 1,194,362 SCHEDULE OF CONSIDERATION PAID The consideration paid for Lyell was: Cash $ 1,050,000 Promissory note 186,538 2,000,000 shares of DGWR common stock 44,000 Total consideration $ 1,280,538 The $ 86,176 excess of the total consideration ($ 1,280,538 ) over the total identifiable net assets of Lyell ($ 1,194,362 ) has been recorded as goodwill. For the period October 19, 2021 (date of acquisition) to December 31, 2021, revenues and net loss of Lyell included in the accompanying consolidated statement of operations was $ 200,705 and $ 18,942 , respectively. Had Lyell been acquired on January 1, 2021, unaudited pro forma revenues and pro forma net loss of the Company for the year ended December 31, 2021 would have been $ 1,787,833 and ($ 3,312,957 ), respectively. Pro forma information for the year ended December 31, 2020 is not practicable to present. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE D - PROPERTY AND EQUIPMENT Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 (Unaudited) December 31, Software $ 99,025 $ 99,025 Office equipment 60,974 60,974 Furniture and Fixtures 948 948 Waste and Recycling Equipment 393,340 393,340 Leasehold Improvements - - Total 554,287 554,287 Accumulated depreciation and amortization (341,783 ) (326,398 ) Net $ 212,504 $ 227,889 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE D - PROPERTY AND EQUIPMENT Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Software $ 99,025 $ 99,025 Office equipment 60,974 60,974 Furniture and Fixtures 948 948 Waste and Recycling Equipment 393,340 18,800 Total 554,287 179,747 Accumulated depreciation and amortization (326,398 ) (169,949 ) Net $ 227,889 $ 9,798 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE E – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS March 31, 2022 (Unaudited) December 31, 2020 Customer list and covenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 $ 1,083,333 $ 1,083,333 Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 86,176 86,176 Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021 109,000 109,000 Total 1,278,509 1,278,509 Accumulated amortization (120,671 ) (57,845 ) Net $ 1,157,838 $ 1,220,664 The customer lists and covenants not to compete are being amortized using the straight-line method over their estimated useful lives of five years . For the three months ended March 31, 2022 and 2021 amortization of intangible assets expense was $ 62,826 and $ 2,867 , respectively. At March 31, 2022, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2022 $ 175,641 2023 238,467 2024 238,467 2025 238,467 2026 180,620 Thereafter - Total $ 1,071,662 | NOTE E – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Customer list and covenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 $ 1,083,333 $ - Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 86,176 - Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021 109,000 - Total 1,278,509 - Accumulated amortization (57,845 ) - Net $ 1,220,664 $ - The customer list and covenant not to compete is being amortized using the straight-line method over their estimated useful life of five years . For the years ended December 31, 2021 and 2020, amortization of intangible assets expense was $ 57,845 and $ 0 , respectively. At December 31, 2021, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2022 $ 238,467 2023 238,467 2024 238,467 2025 238,467 2026 180,620 Thereafter - Total $ 1,134,488 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE | NOTE F – ACCOUNTS PAYABLE Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE March 31, 2022 December 31, August 1, 2018 Default Judgment payable to Ohio vendor $ 32,832 $ 32,832 January 14, 2019 Default Judgment payable to Tennessee customer 423,152 423,152 January 24, 2019 Default judgment payable to Florida vendor 31,631 31,631 Other vendors of materials and services 2,387,099 2,390,849 Credit card obligations 220,306 220,306 Total $ 3,095,020 $ 3,098,770 Most of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste broker business on August 7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision of services to such customers. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE F – ACCOUNTS PAYABLE Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE December 31, 2021 December 31, 2020 August 1, 2018 Default Judgment payable to Ohio vendor $ 32,832 $ 32,832 January 14, 2019 Default Judgment payable to Tennessee customer 423,152 423,152 January 24, 2019 Default judgment payable to Florida vendor 31,631 31,631 Other vendors of materials and services 2,390,849 2,241,043 Credit card obligations 220,306 220,306 Total $ 3,098,770 $ 2,948,964 Most of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste recycling business on August 7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision of services to such customers. |
DEBT
DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
DEBT | NOTE G – DEBT Debt consists of the following at: SCHEDULE OF DEBT March 31, 2022 December 31, 2021 Secured Notes Payable to BHP Capital and Quick Capital, net of debt discounts of $ 68,750 and $ 0 respectively (i) 306,250 - Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease 5,574 5,574 Note issued in Lyell acquisition 49,179 189,179 Loans payable to officers, interest at 8 %, due on demand 55,539 44,038 Sales Tax Payable - 28,368 Note payable to officer, interest at 15 % per annum, due on demand 68,835 75,838 Total 872,912 730,532 Current portion of debt (872,912 ) (730,532 ) Long-term portion of debt $ - $ - (i) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of $ 187,500 February 28, 2023 0.0005 1 10% 187,500 18,750 187,500 18,750 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE G – DEBT Debt consists of the following at: SCHEDULE OF DEBT December 31, 2021 December 31, 2020 Note payable to Seller of CARE dated October 20, 2017, interest at 7 % per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 , in technical default ( i ) $ - $ 315,810 Note payable to Seller of CFSI dated October 20, 2017, interest at 7 % per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 , in technical default ( i ) - 179,190 Claimed amount due to Factor pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease 5,574 5,574 Note issued in Lyell acquisition 189,179 - Sales tax payable 28,368 - Note payable to officer, interest at 12 % per annum 75,838 - Loans payable to officers, will bear 8 % interest beginning 2022, due on demand 44,038 8,475 Total 730,532 896,584 Current portion of debt (730,532 ) (896,584 ) Long-term portion of debt $ - $ - (i) On September 16, 2021, the Company entered into a Release and Settlement Agreement (the “Settlement Agreement”) with Gordon Boorse pertaining to the outstanding principal and interest outstanding on the Notes issued by the Company in the purchase of Compaction and Recycling Equipment, Inc. (the “CARE Note”) and Columbia Financial Services, Inc, (the “CFSI Note”). Under the terms of the Settlement Agreement, the Company abandoned all claims against Boorse with respect to its purchase of CARE and CFSI, and Boorse forgave the outstanding principal ($ 495,000 157,559 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE H – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE March 31, 2022 December 31, 2021 Unsecured Convertible Promissory Note payable to Labrys Fund, LP: Issue date July 2, 2021 – net of unamortized debt discount of $ 0 and $ 50,137 at March 31, 2022 and December 31, 2021, respectively (i) $ - $ 49,863 Secured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021 – net of unamortized debt discount of $ 226,087 and $ 465,532 at March 31, 2022 and December 31, 2021, respectively (ii) 194,943 126,472 Secured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 – net of unamortized debt discount of $ 238,919 and $ 526,028 at March 31, 2022 and December 31, 2021, respectively (iii) 203,748 140,639 Total $ 398,691 $ 316,974 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1,750 1 12% 5,000,000 0.02 5 1,000,000 100,000 2,959 25,570.55 12,000 8,000,000 74,429.45 8,805,011 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 October 14, 2022 0.01 30% 1 ) year and bears interest at 10 % annually. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 592,004 principal plus $ 0 interest were due on the Quick Capital Note. As of March 31, 2022, $ 421,030 principal plus $ 0 interest were due on the Quick Capital Note. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) (iii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 ). The Note is convertible, in whole or in part, at any time and from time to time before maturity ( October 14, 2022 ) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $ 0.01 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30 %) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one ( 1 ) year and bears interest at 10 % annually. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 666,667 principal plus $ 0 interest were due on the BHP Note. As of March 31, 2022, $ 442,667 principal plus $ 0 interest were due on the BHP note. | NOTE H– CONVERTIBLE NOTES PAYABLE Convertible Notes Payable consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE December 31, December 31, Unsecured Convertible Promissory Note payable to GPL Ventures, LLC: Issue date June 23, 2020 – net of unamortized debt discount of $ 0 and $ 5,238 at December 31, 2020 and December 31, 2019, respectively (i) $ - $ 10,762 Unsecured Convertible Promissory Note payable to Labrys Fund, LP: Issue date July 2, 2021 – net of unamortized debt discount of $ 50,137 and $ 0 at December 31, 2021 and December 31, 2020, respectively (ii) 49,863 - Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021 – net of unamortized debt discount of $ 465,532 and $ 0 at December 31, 2021 and December 31, 2020, respectively (iii) 126,472 - Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 – net of unamortized debt discount of $ 526,028 and $ 0 at December 31, 2021 and December 31, 2020, respectively (iv) 140,639 - Total $ 316,974 $ 10,762 (i) On June 23, 2020, the Company issued GPL Ventures LLC (“GPL”) a Convertible Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 The Note was convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $ 0.01 60 20 10 no (ii) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1,750 1 12 5,000,000 0.02 5 1,000,000 100,000 2,959 (iii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 0.01 30 1 10 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 592,004 principal plus $ 0 interest were due on the Quick Capital Note. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE H – CONVERTIBLE NOTES PAYABLE (continued) (iv) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 0.01 30 1 10 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $6 66,667 principal plus $ 0 interest were due on the BHP Note. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITY | NOTE I - DERIVATIVE LIABILITY The derivative liability at March 31, 2022 and December 31, 2021 consisted of: SCHEDULE OF DERIVATIVE LIABILITY March 31, 2022 December 31, Convertible Promissory Note payable to Labrys Fund Ltd. Please see NOTE H – CONVERTIBLE NOTES PAYABLE $ - $ 17,987 Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 328,954 636,989 Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 346,480 718,235 Total $ 675,434 $ 1,373,211 The note payable to Labrys Fund, Ltd. contains a “down round” provision. The other two Convertible Promissory Notes contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion feature as a derivative liability at the issuance date of the Notes and charged the applicable amount to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the issuance date of the Notes to the measurement date is charged (credited) to other expense (income). DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) The fair value of the derivative liability was measured at the respective issuance date and at March 31, 2022 and December 31, 2021 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at March 31, 2022 were (1) stock price of $ 0.0032 per share, (2) conversion price of $ 0.002135 per share, (3) term of 196 to 197 days, (4) expected volatility of 143 % and (5) risk free interest rate of 2.42 % Assumptions used for the calculation of the derivative liability of the Note at December 31, 2021 were (1) stock price of $ 0.01 per share, (2) conversion prices ranging from $ 0.00574 to $ 0.015 per share, (3) term of 182 to 287 days, (4) expected volatility of 143 % and (5) risk free interest rates ranging from 0.80 % to 1.13 %. | NOTE I - DERIVATIVE LIABILITY The derivative liability at December 31, 2021 and December 31, 2020 consisted of: SCHEDULE OF DERIVATIVE LIABILITY December 31, December 31, Convertible Promissory Note payable to GPL Ventures, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE $ - $ 43,444 Convertible Promissory Note payable to Labrys Fund Ltd. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 17,987 - Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 636,989 - Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 718,235 - Total $ 1,373,211 $ 43,444 The note payable to Labrys Fund, Ltd. contains a “down round” provision. The other two Convertible Promissory Notes contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion feature as a derivative liability at the issuance date of the Notes and charged the applicable amount to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the issuance date of the Notes to the measurement date is charged (credited) to other expense (income). The fair value of the derivative liability was measured at the respective issuance date and at December 31, 2021 and 2020 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2021 were (1) stock price of $ 0.01 per share, (2) conversion prices ranging from $ 0.00574 to $ 0.015 per share, (3) term of 182 to 287 days, (4) expected volatility of 143 % and (5) risk free interest rates ranging from 0.80 % to 1.13 % Assumptions used for the calculation of the derivative liability of the Note at December 31, 2020 were (1) stock price of $ 0.0329 per share, (2) conversion price of $ 0.00906 per share, (3) term of 174 days, (4) expected volatility of 143 % and (5) risk free interest rate of 0.09 %. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
CAPITAL STOCK | NOTE J - CAPITAL STOCK Preferred Stock On July 18, 2010, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Convertible Preferred Stock” (hereinafter “Series A”) with a stated par value of $ 0.0001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A shall be as hereinafter described. The holders of Series A, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A shares are outstanding. The holders of Series A shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. On June 26, 2017, the Company entered into a conversion agreement with Saint James Capital Management LLC and agreed to convert 2,000,000 shares of the Company’s Series A Preferred Stock held by Saint James into a warrant to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $ 0.30 per share and a term of three years . On August 23, 2017, the Company’s Board of Directors approved a reduction of the warrant exercise price from $ 0.30 to $ 0.20 per share. On June 20, 2020, the warrant expired. At March 31, 2022 and December 31, 2021, there were 0 and 0 shares of Series A issued and outstanding, respectively. On January 22, 2020, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Convertible Preferred Stock” (hereinafter “Series B”) with a par value of $ 0.0001 per share and authorization of 100,000 shares. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B shall be as hereinafter described. The holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the Corporation’s assets in one transaction or in a series of related transactions (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series B Preferred Stock shall have received the Liquidation Preference (equal to the stated value or $1.00 per share) with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares. On January 22, 2020, the Company issued 25,000 shares of Series B Preferred Stock to Bill Edmonds in satisfaction of $ 25,000 of the Company’s deferred compensation liability to Mr. Edmonds. On June 3, 2020, the Company issued 6,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $ 6,000 loans payable to Mr. Edmonds. At March 31, 2022 and December 31, 2021, there were 31,000 and 31,000 shares of Series B Preferred Stock issued and outstanding, respectively. Common Stock Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation. Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock. On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) On February 10, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On February 10, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock. 2021 Stock Option Incentive Plan On October 5, 2021, the Company filed a Registration Statement on Form S-8 registering 40,000,000 shares of common stock to be issued under the Company’s 2021 Stock Option Incentive Plan (the “2021 Plan”)( 15,660,000 shares remaining as of May 25, 2022). To date, no warrants or options have been issued under shareholder approved plans. Common Stock and Preferred Stock Issuances For the three months ended March 31, 2022 and fiscal year ended December 31, 2021, the Company issued and/or sold the following securities: Common Stock For the three months ended March 31, 2022 On January 3, 2022, the Company issued a noteholder 5,673,765 shares of common stock in satisfaction of $ 32,667 interest. The $ 24,071 excess of the $ 56,738 fair value of the 5,673,765 shares over the $ 32,667 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 6, 2022, the Company issued a noteholder 9,070,295 shares of common stock in satisfaction of $ 50,794 principal. The $ 19,048 excess of the $ 69,841 fair value of the 9,070,295 shares over the $ 50,794 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 10, 2022, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,857 excess of the $ 44,857 fair value of the 5,714,286 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 11, 2022, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,571 excess of the $ 44,571 fair value of the 5,714,286 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 19, 2022, the Company issued 11,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to Bill Edmonds for services rendered on behalf of the Company. On January 19, 2022, the Company issued 5,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to David Bradford for services rendered on behalf of the Company. On January 19, 2022, the Company issued 5,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to Lloyd Spencer for services rendered on behalf of the Company. On January 19, 2022, the Company issued 1,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to an employee as per the terms of his employment agreement. On January 20, 2022, the Company issued 2,040,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to Lloyd Spencer as per the terms of his employment agreement. On January 20, 2022, the Company issued 2,220,000 shares of common stock as compensation to a Consultant. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) On January 20, 2022, the Company issued a noteholder 8,000,000 shares of common stock in satisfaction of $ 25,571 principal and $ 44,029 interest. The $ 16,800 excess of the $ 69,600 liability reduction over the $ 52,800 fair value of the 8,000,000 shares was credited to loss on conversion of debt in the three months ended March 31, 2022. On January 31, 2022, the Company issued a noteholder 6,265,664 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,461 excess of the $ 34,461 fair value of the 6,265,664 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On February 1, 2022, the Company issued a noteholder 7,722,008 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,788 excess of the $ 44,788 fair value of the 7,722,008 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On February 2, 2022, the Company issued a noteholder 8,163,265 shares of common stock in satisfaction of $ 30,000 principal. The $ 10,816 excess of the $ 40,816 fair value of the 8,163,265 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On February 2, 2022, the Company issued a noteholder 6,802,721 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,014 excess of the $ 34,014 fair value of the 6,802,721 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On February 2, 2022, the Company issued a noteholder 8,805,011 shares of common stock in satisfaction of $ 74,429 principal and $ 2,174 interest. The $ 32,579 excess of the $ 76,604 liability reduction over the $ 44,025 fair value of the 8,805,011 shares was credited to loss on conversion of debt in the three months ended March 31, 2022. On February 10, 2022, the Company issued a noteholder 6,606,111 shares of common stock in satisfaction of $ 20,000 principal. The $ 8,406 excess of the $ 28,406 fair value of the 6,606,111 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On February 23, 2022, the Company issued a noteholder 10,084,034 shares of common stock in satisfaction of $ 30,000 principal. The $ 17,395 excess of the $ 47,395 fair value of the 10,084,034 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On March 18, 2022, the Company issued a noteholder 12,605,042 shares of common stock in satisfaction of $ 30,000 principal. The $ 17,269 excess of the $ 47,269 fair value of the 12,605,042 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On March 21, 2022, the Company issued a noteholder 8,403,361 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,933 excess of the $ 31,933 fair value of the 8,403,361 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On March 24, 2022, the Company issued a noteholder 14,285,714 shares of common stock in satisfaction of $ 34,000 principal. The $ 14,571 excess of the $ 48,571 fair value of the 14,285,714 shares over the $ 34,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On March 24, 2022, the Company issued a noteholder 9,142,857 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,086 excess of the $ 31,086 fair value of the 9,142,857 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) For the Year Ended December 31, 2021 On December 31, 2021, the Company issued a noteholder 6,802,721 shares of common stock in satisfaction of $ 39,167 principal. The $ 28,860 excess of the $ 68,027 fair value of the 6,802,721 shares over the $ 39,167 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On December 15, 2021, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 35,677 principal and $ 5,323 interest. The $ 19,000 excess of the $ 60,000 fair value of the 5,714,286 shares over the $ 41,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On December 8, 2021, the Company issued a noteholder 4,264,392 shares of common stock in satisfaction of $ 31,343 interest. The $ 17,697 excess of the $ 49,041 fair value of the 4,264,392 shares over the $ 31,343 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On December 8, 2021, the Company issued a noteholder 2,448,980 shares of common stock in satisfaction of $ 18,000 interest. The $ 10,163 excess of the $ 28,163 fair value of the 2,448,980 shares over the $ 18,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On November 30, 2021, the Company issued a noteholder 2,082,128 shares of common stock in satisfaction of $ 18,000 interest. The $ 7,610 excess of the $ 25,610 fair value of the 2,082,128 shares over the $ 18,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On November 15, 2021, the Company issued a noteholder 3,000,000 shares of common stock in satisfaction of $ 30,000 interest. The $ 27,000 excess of the $ 57,000 fair value of the 3,000,000 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On November 15, 2021, the Company issued a noteholder 1,800,000 shares of common stock in satisfaction of $ 18,000 interest. The $ 16,200 excess of the $ 34,200 fair value of the 1,800,000 shares over the $ 18,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On October 19, 2021, the Company issued 2,000,000 shares of common stock as per the terms of the Securities Purchase Agreement with Jeremy Lyell. On October 15, 2021, the Company issued a total of 300,000 shares of common stock to three employees ( 100,000 shares each) for services rendered. On October 14, 2021, the Company issued 2,298,852 shares of common stock each to two Investors as per the terms of the Note Purchase Agreement entered into by the Company on the same date. On October 6, 2021, the Company issued Bill Edmonds, the Company’s Chief Financial Officer, 2,000,000 shares of common stock in satisfaction for services rendered on behalf of the Company. The $ 48,000 fair value of the 2,000,000 shares at October 6, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On October 6, 2021, the Company issued David Bradford, the Company’s Chief Operating Officer, 6,000,000 shares of common stock in satisfaction for services rendered on behalf of the Company. The $ 144,000 fair value of the 6,000,000 shares at October 6, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On October 6, 2021, the Company issued Lloyd Spencer, the Company’s then Chief Executive Officer, 2,000,000 shares of common stock in satisfaction for services rendered on behalf of the Company. The $ 48,000 fair value of the 2,000,000 shares at October 6, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) On October 5, 2021, the Company issued Lloyd Spencer, the Company’s then Chief Executive Officer, 4,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan. The $ 98,000 fair value of the 4,000,000 shares at October 5, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On September 21, 2021, the Company issued a warrant holder 4,512,497 shares of common stock as a cashless exercise of a warrant. On July 9, 2021, the Company issued 7,823,177 shares of common stock in satisfaction of $ 41,000 principal and $ 3,062 interest. The $ 114,748 excess of the $ 158,810 fair value of the 7,823,177 shares over the $ 44,062 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On July 8, 2021, the Company issued 1,000,000 shares of common stock in satisfaction of the Commitment Shares to a noteholder as per the terms of the Securities Purchase Agreement. On July 2, 2021, the Company issued 4,629,964 shares of common stock in satisfaction of $ 35,340 principal and $ 774 interest. The $ 72,690 excess of the $ 108,804 fair value of the 4,629,964 shares over the $ 36,114 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On July 2, 2021, the Company issued 4,344,595 shares of common stock in satisfaction of $ 33,888 principal. The $ 68,210 excess of the $ 102,098 fair value of the 4,344,595 shares over the $ 33,888 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On July 1, 2021, the Company issued 8,300,345 shares of common stock in satisfaction of $ 64,554 principal and $ 189 interest. The $ 98,774 excess of the $ 163,517 fair value of the 8,300,345 shares over the $ 64,743 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On June 24, 2021, the Company issued 14,700,000 shares of common stock in satisfaction of $ 114,660 principal. The $ 120,540 excess of the $ 235,200 fair value of the 14,700,000 shares over the $ 114,660 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On June 24, 2021, the Company issued 7,225,972 shares of common stock in satisfaction of $ 51,369 principal and $ 658 interest. The $ 63,589 excess of the $ 115,616 fair value of the 7,225,972 shares over the $ 52,027 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On May 12, 2021, the Company issued 6,000,000 shares of common stock in satisfaction of $ 60,000 principal. The $ 123,600 excess of the $ 183,600 fair value of the 6,000,000 shares over the $ 60,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On May 12, 2021, the Company issued 4,000,000 shares of common stock in satisfaction of $ 40,000 principal. The $ 83,600 excess of the $ 123,600 fair value of the 4,000,000 shares over the $ 40,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On May 12, 2021, the Company issued 2,500,000 shares of common stock in satisfaction of $ 25,000 principal. The $ 51,500 excess of the $ 76,500 fair value of the 2,500,000 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On March 19, 2021, the Company issued 750,000 restricted shares of its common stock to a consultant for services rendered. On February 17, 2021, the Company issued Lloyd Spencer (Company CEO) 1,616,379 restricted shares of its common stock ( 850,000 shares vested from August 2020 to December 2020 pursuant to the Employment Agreement dated December 4, 2019 and 766,379 shares vested in 2020 pursuant to the Board of Directors Services Agreement dated January 9, 2020). DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) On February 17, 2021, the Company issued Bill Edmonds (Company CFO) 766,379 restricted shares of its common stock which vested in 2020 pursuant to the Board of Directors Services Agreement dated January 9, 2020. On February 16, 2021, the Company issued 2,000,000 shares of its common stock to the Seller of the AmWaste assets as per the terms of the Asset Purchase Agreement. The number of common shares authorized with a par value of $ 0.0001 per share at March 31, 2022 and December 31, 2021 is 1,000,000,000 and 500,000,000 , respectively. At March 31, 2022 and December 31, 2021, there are 406,333,999 and 247,015,579 shares of common stock issued and outstanding, respectively. Preferred Stock For the three months ended March 31, 2022 None For the year ended December 31, 2021 None The number of preferred shares authorized with a par value of $ 0.0001 per share at March 31, 2022 and December 31, 2021 is 5,000,000 and 5,000,000 , respectively. At March 31, 2022 and December 31, 2021, there are 31,000 and 31,000 shares of preferred stock issued and outstanding, respectively. NOTE J - CAPITAL STOCK (continued) Warrants and options A summary of warrants and options activity follows: SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2019 - 6,290,431 6,290,431 Warrants issued on March 12, 2020 - 262,500 262,500 Warrants expired on June 20, 2020 - (5,000,000 ) (5,000,000 ) Cashless exercise of warrants on August 19, 2020 - (262,500 ) (262,500 ) Warrants expired in October 2020 and November 2020 - (1,210,431 ) (1,210,431 ) Balance, December 31, 2020 - 80,000 80,000 Warrants expired on February 19, 2021 - (30,000 ) (30,000 ) Warrants expired on March 16, 2021 - (50,000 ) (50,000 ) Warrant issued on July 2, 2021 (i) - 5,000,000 5,000,000 Cashless exercise of warrant on September 21, 2021 - (5,000,000 ) (5,000,000 ) Two warrants issued on October 14, 2021 (ii) - 133,333,334 133,333,334 Balance, December 31, 2021 and March 31, 2022 - 133,333,334 133,333,334 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 0.015 5 The following table summarizes information about warrants outstanding as of March 31, 2022: SUMMARY OF WARRANTS AND OUTSTANDING Number Outstanding At March 31, 2022 Exercise Price Expiration Date 133,333,334 $ 0.015 October 14, 2026 133,333,334 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE J - CAPITAL STOCK Preferred Stock On July 18, 2010, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Convertible Preferred Stock” (hereinafter “Series A”) with a stated par value of $ 0.0001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A shall be as hereinafter described. The holders of Series A, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A shares are outstanding. The holders of Series A shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. On June 26, 2017, the Company entered into a conversion agreement with Saint James Capital Management LLC and agreed to convert 2,000,000 shares of the Company’s Series A Preferred Stock held by Saint James into a warrant to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $ 0.30 per share and a term of three years. On August 23, 2017, the Company’s Board of Directors approved a reduction of the warrant exercise price from $ 0.30 to $ 0.20 per share. At December 31, 2021 and December 31, 2020, there are 0 and 0 shares of Series A issued and outstanding, respectively. On January 22, 2020, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Convertible Preferred Stock” (hereinafter “Series B”) with a par value of $ 0.0001 per share and authorization of 100,000 shares. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B shall be as hereinafter described. The holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares. If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the Corporation’s assets in one transaction or in a series of related transactions (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series B Preferred Stock shall have received the Liquidation Preference (as defined below) with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares. On January 22, 2020, the Company issued 25,000 shares of Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $ 25,000 of the Company’s deferred compensation liability to Mr. Edmonds. On June 3, 2020, the Company issued 6,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $ 6,000 loans payable to Mr. Edmonds. At December 31, 2021 and December 31, 2020, there are 31,000 and 31,000 Series B shares issued and outstanding, respectively. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE J- CAPITAL STOCK (continued) Common Stock Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation. Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock. On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock. 2021 Stock Option Incentive Plan On October 5, 2021, the Company filed a Registration Statement on Form S-8 registering 40,000,000 shares of common stock to be issued under the Company’s 2021 Stock Option Incentive Plan (the “2021 Plan”)( 15,660,000 shares remaining as of April 8, 2022). To date, no warrants or options have been issued under shareholder approved plans. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE J - CAPITAL STOCK (continued) Common Stock Issuances For the fiscal years ended December 31, 2021 and 2020, the Company issued and/or sold the following securities: 2021 On December 31, 2021, the Company issued a noteholder 6,802,721 shares of common stock in satisfaction of $ 39,167 principal. The $ 28,860 excess of the $ 68,027 fair value of the 6,802,721 shares over the $ 39,167 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On December 15, 2021, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 35,677 principal and $ 5,323 interest. The $ 19,000 excess of the $ 60,000 fair value of the 5,714,286 shares over the $ 41,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On December 8, 2021, the Company issued a noteholder 4,264,392 shares of common stock in satisfaction of $ 31,343 interest. The $ 17,697 excess of the $ 49,041 fair value of the 4,264,392 shares over the $ 31,343 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On December 8, 2021, the Company issued a noteholder 2,448,980 shares of common stock in satisfaction of $ 18,000 interest. The $ 10,163 excess of the $ 28,163 fair value of the 2,448,980 shares over the $ 18,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On November 30, 2021, the Company issued a noteholder 2,082,128 shares of common stock in satisfaction of $ 18,000 interest. The $ 7,610 excess of the $ 25,610 fair value of the 2,082,128 shares over the $ 18,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On November 15, 2021, the Company issued a noteholder 3,000,000 shares of common stock in satisfaction of $ 30,000 interest. The $ 27,000 excess of the $ 57,000 fair value of the 3,000,000 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On November 15, 2021, the Company issued a noteholder 1,800,000 shares of common stock in satisfaction of $ 18,000 interest. The $ 16,200 excess of the $ 34,200 fair value of the 1,800,000 shares over the $ 18,000 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2021. On October 19, 2021, the Company issued 2,000,000 shares of common stock as per the terms of the Securities Purchase Agreement with Jeremy Lyell. On October 15, 2021, the Company issued a total of 300,000 shares of common stock to three employees ( 100,000 shares each) for services rendered. On October 14, 2021, the Company issued 2,298,852 shares of common stock each to two Investors as per the terms of the Note Purchase Agreement entered into by the Company on the same date. On October 6, 2021, the Company issued Bill Edmonds, the Company’s Chief Financial Officer, 2,000,000 shares of common stock in satisfaction for services rendered on behalf of the Company. The $ 48,000 fair value of the 2,000,000 shares at October 6, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On October 6, 2021, the Company issued David Bradford, the Company’s Chief Operating Officer, 6,000,000 shares of common stock in satisfaction for services rendered on behalf of the Company. The $ 144,000 fair value of the 6,000,000 shares at October 6, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On October 6, 2021, the Company issued Lloyd Spencer, the Company’s then Chief Executive Officer, 2,000,000 shares of common stock in satisfaction for services rendered on behalf of the Company. The $ 48,000 fair value of the 2,000,000 shares at October 6, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On October 5, 2021, the Company issued Lloyd Spencer, the Company’s then Chief Executive Officer, 4,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan . The $98,000 fair value of the 4,000,000 shares at October 5, 2021 was charged to officers and directors compensation in the three months ended December 31, 2021. On September 21, 2021, the Company issued a warrant holder 4,512,497 shares of common stock as a cashless exercise of a warrant. On July 9, 2021, the Company issued 7,823,177 shares of common stock in satisfaction of $ 41,000 principal and $ 3,062 interest. The $ 114,748 excess of the $ 158,810 fair value of the 7,823,177 shares over the $ 44,062 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On July 8, 2021, the Company issued 1,000,000 shares of common stock in satisfaction of the Commitment Shares to a noteholder as per the terms of the Securities Purchase Agreement. On July 2, 2021, the Company issued 4,629,964 shares of common stock in satisfaction of $ 35,340 principal and $ 774 interest. The $ 72,690 excess of the $ 108,804 fair value of the 4,629,964 shares over the $ 36,114 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On July 2, 2021, the Company issued 4,344,595 shares of common stock in satisfaction of $ 33,888 principal. The $ 68,210 excess of the $ 102,098 fair value of the 4,344,595 shares over the $ 33,888 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On July 1, 2021, the Company issued 8,300,345 shares of common stock in satisfaction of $ 64,554 principal and $ 189 interest. The $ 98,774 excess of the $ 163,517 fair value of the 8,300,345 shares over the $ 64,743 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2021. On June 24, 2021, the Company issued 14,700,000 shares of common stock in satisfaction of $ 114,660 principal. The $ 120,540 excess of the $ 235,200 fair value of the 14,700,000 shares over the $ 114,660 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE J - CAPITAL STOCK (continued) On June 24, 2021, the Company issued 7,225,972 shares of common stock in satisfaction of $ 51,369 principal and $ 658 interest. The $ 63,589 excess of the $ 115,616 fair value of the 7,225,972 shares over the $ 52,027 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On May 12, 2021, the Company issued 6,000,000 shares of common stock in satisfaction of $ 60,000 principal. The $ 123,600 excess of the $ 183,600 fair value of the 6,000,000 shares over the $ 60,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On May 12, 2021, the Company issued 4,000,000 shares of common stock in satisfaction of $ 40,000 principal. The $ 83,600 excess of the $ 123,600 fair value of the 4,000,000 shares over the $ 40,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On May 12, 2021, the Company issued 2,500,000 shares of common stock in satisfaction of $ 25,000 principal. The $ 51,500 excess of the $ 76,500 fair value of the 2,500,000 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2021. On March 19, 2021, the Company issued 750,000 restricted shares of its common stock to a consultant for services rendered. On February 17, 2021, the Company issued Lloyd Spencer (Company CEO) 1,616,379 restricted shares of its common stock ( 850,000 shares vested from August 2020 to December 2020 pursuant to the Employment Agreement dated December 4, 2019 and 766,379 shares vested in 2020 pursuant to the Board of Directors Services Agreement dated January 9, 2020). On February 17, 2021, the Company issued Bill Edmonds (Company CFO) 766,379 restricted shares of its common stock which vested in 2020 pursuant to the Board of Directors Services Agreement dated January 9, 2020. On February 16, 2021, the Company issued 2,000,000 shares of its common stock to the Seller of the AmWaste assets as per the terms of the Asset Purchase Agreement. 2020 On January 24, 2020, the Company issued Lloyd Spencer 840,000 shares of its common stock with an estimated fair value of $ 33,600 as per the terms of the Employment Agreement entered into between the Company and Mr. Spencer dated December 4, 2019. On July 27, 2020, the Company issued a noteholder 2,000,000 shares of common stock in satisfaction of $ 20,000 principal. The $ 52,800 excess of the $ 72,800 fair value of the 2,000,000 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On August 6, 2020, the Company issued a noteholder 892,592 shares of common stock in satisfaction of $ 7,000 principal, $ 726 interest and $ 1,200 in fees. The $ 17,852 excess of the $ 26,778 fair value of the 892,592 shares over the $ 8,926 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On August 17, 2020, the Company issued a noteholder 4,000,000 shares of common stock in satisfaction of $ 40,000 principal. The $ 20,000 excess of the $ 60,000 fair value of the 4,000,000 shares over the $ 40,000 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On August 18, 2020, the Company issued a noteholder 262,481 shares of common stock as a partial cashless exercise of a warrant. On September 9, 2020, the Company issued Lloyd Spencer 1,020,000 shares of its common stock with an estimated fair value of $ 18,768 as per the terms of the Employment Agreement entered into between the Company and Mr. Spencer dated December 4, 2019. On September 23, 2020, the Company issued a noteholder 4,000,000 shares of common stock in satisfaction of $ 24,000 principal. The $ 24,000 excess of the $ 48,000 fair value of the 4,000,000 shares over the $ 24,000 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On December 29, 2020, the Company issued a noteholder 1,769,447 shares of common stock in satisfaction of $ 16,000 principal, $ 494 interest and $ 1,200 in fees. The $ 23,357 excess of the $ 41,051 fair value of the 1,769,447 shares over the $ 17,694 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On December 30, 2020, the Company issued May Davis Partners Acquisition Company, LLC 10,000,000 shares of its common stock as per the terms of the Services Settlement Agreement entered into between the Company and MD Global Partners, LLC dated November 27, 2020. The $ 163,000 fair value of the 10,000,000 shares at November 27, 2020 was charged to professional and consulting fees in the year ended December 31, 2020. The number of common shares authorized with a par value of $ 0.0001 per share at December 31, 2021 and 2020 is 500,000,000 and 250,000,000 , respectively. At December 31, 2021 and 2020, there are 247,015,579 and 129,836,060 shares of common stock issued and outstanding, respectively. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE J - CAPITAL STOCK (continued) Warrants and options A summary of warrants and options activity follows: SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2019 - 6,290,431 6,290,431 Warrants issued on March 12, 2020 - 262,500 262,500 Warrants expired on June 20, 2020 - (5,000,000 ) (5,000,000 ) Cashless exercise of warrants on August 19, 2020 - (262,500 ) (262,500 ) Warrants expired in October 2020 and November 2020 - (1,210,431 ) (1,210,431 ) Balance, December 31, 2020 - 80,000 80,000 Warrants expired on February 19, 2021 - (30,000 ) (30,000 ) Warrants expired on March 16, 2021 - (50,000 ) (50,000 ) Warrant issued on July 2, 2021 (i) - 5,000,000 5,000,000 Cashless exercise of warrant on September 21, 2021 - (5,000,000 ) (5,000,000 ) Two warrants issued on October 14, 2021 (ii) - 133,333,334 133,333,334 Balance, December 31, 2021 - 133,333,334 133,333,334 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 0.015 1 12 July 2, 2021. As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 shares of the Company’s common stock at an exercise price of $ 0.02 for a term of 5 -years. On September 21, 2021, the Company issued Labrys 4,512,497 shares of common stock as a cashless exercise of the warrant. (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 30 1 10 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021 . The following table summarizes information about warrants outstanding as of December 31, 2021: SUMMARY OF WARRANTS AND OUTSTANDING Number Outstanding At December 31, 2021 Exercise Price Expiration Date 133,333,334 $ 0.015 October 14, 2026 133,333,334 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE K - INCOME TAXES The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the periods presented. The sources of the difference are as follows: SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES March 31, 2022 March 31, 2021 Three Months Ended March 31, 2022 March 31, 2021 Expected tax at 21 % $ (104,455 ) $ (68,909 ) Non-deductible stock-based compensation 30,504 11,474 Non-deductible (non-taxable) derivative liability expense (income) (146,533 ) 33,167 Non-deductible amortization of debt discounts 122,380 4,268 Non-deductible loss on conversions of convertible notes payable 30,654 - Increase (decrease) in Valuation allowance 67,450 20,000 Provision for (benefit from) income taxes $ - $ - All tax years remain subject to examination by the Internal Revenue Service. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of March 31, 2022 and December 31, 2021 will be realized. Accordingly, the Company has provided a 100 % allowance against the deferred tax asset in the financial statements at March 31, 2022 and December 31, 2021. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward at March 31, 2022 for the years 2002 to 2017 expires in varying amounts from year 2022 to year 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE K - INCOME TAXES The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the years ended December 31, 2021 and 2020. The sources of the difference are as follows: SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES December 31, 2021 December 31, 2020 Year Ended December 31, 2021 December 31, 2020 Expected tax at 21 % $ (714,181 ) $ (153,840 ) Non-deductible stock-based compensation 83,391 57,151 Non-deductible (non-taxable) derivative liability expense (income) 190,957 (16,077 ) Non-deductible loss on conversions of convertible notes payable 193,994 28,982 Non-deductible amortization of debt discounts 177,882 24,495 Increase (decrease) in Valuation allowance 67,957 59,289 Provision for (benefit from) income taxes $ - $ - All tax years remain subject to examination by the Internal Revenue Service. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of December 31, 2021 will be realized. Accordingly, the Company has provided a 100 % allowance against the deferred tax asset in the financial statements at December 31, 2021. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward at December 31, 2021 for the years 2001 to 2017 expires in varying amounts from year 2021 to year 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE L - COMMITMENTS AND CONTINGENCIES Occupancy On March 4th, 2022, the Company elected to change its primary location from 13110 NE 177th Place, #293, Woodinville, WA 98072 to 260 Edwards Plz #21266, Saint Simons Island, GA 31522. The rental rate of $ 70 is paid on a month-to-month basis. The Company anticipates that it will need to lease additional space as its business plan develops. Employment Agreements On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written Agreement for an initial five-year term , which provided for the following compensation terms for Mr. Bradford. Pursuant to the Agreement, Mr. Bradford was to receive a base salary of $ 108,000 per year, subject to increase of not less than 10 % per year. The LLC (i) was to remit payment of Eighty-Four Thousand Dollars ($ 84,000 ) of the Base Salary; and (ii) was to defer payment of Twenty-Four Thousand Dollars ($ 24,000 ) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary was to earn seven percent ( 7 %) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, was to determine when and how the Deferred Base Salary was to be paid, without limitation; and was able to elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford was eligible for a cash bonus equal to 1.5 % of Adjusted EBITDA over $ 2,000,000 at the end of each respective annual period. As an inducement to the Executive to enter into this Agreement, the LLC granted the Executive an initial three and one-half percent ( 3.5 %) ownership interest in the LLC. In addition, the executive had the right to purchase equity at the most recently traded rate. In 2016, the executive converted $ 19,947 of deferred compensation to 4.76 % members’ equity. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional one and one half percent ( 1.5 %) ownership interest in the LLC, with 0.375% granted upon the date of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the Company’s after-tax profits exceed $ 2,000,000 , the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than one and one-half percent ( 1.5 %) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Bradford’s Agreement. Effective May 1, 2018, Mr. Bradford agreed to forgo payment of his salary until circumstances allow a resumption. On December 3, 2019, Mr. Bradford submitted his resignation as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively immediately. Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr. Bradford agreed that the Company will pay Mr. Bradford $ 3,500 per month until such time as Company finances improve. On December 31, 2020, the Company extended Mr. Bradford’s employment agreement for an additional two-year period . For the three months ended March 31, 2022 and 2021, compensation to Mr. Bradford expensed under the above employment agreement was $ 10,500 and $ 10,500 , respectively. As of March 31, 2022 and December 31, 2021, accrued cash compensation due Mr. Bradford was $ 57,750 and $ 47,250 , respectively. As of March 31, 2022 and December 31, 2021, the deferred compensation balance due Mr. Bradford was $ 3,760 and $ 3,695 , respectively. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE L - COMMITMENTS AND CONTINGENCIES (continued) On January 1, 2016, Deep Green Waste & Recycling, LLC (the ‘LLC”) entered into an Employment Agreement (the “Agreement”) with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term , which provided for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds was to receive a base salary of $ 200,000 per year, subject to increase of not less than 10 % per year. The Company (i) was to remit payment of One Hundred Sixty Thousand Dollars ($ 160,000 ) of the Base Salary; and (ii) was to defer payment of Forty Thousand Dollars ($ 40,000 ) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary was to earn seven percent ( 7 %) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, was to determine when and how Deferred Base Salary was to be paid, without limitation; and was able to elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Edmonds was eligible for a cash bonus equal to 2.5 % of Adjusted EBITDA over $ 2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Edmonds and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent ( 2.25 %) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC’s after-tax profits exceed $ 2,000,000 , the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent (2.5 %) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Edmonds’ Agreement. Effective May 1, 2018, Mr. Edmonds agreed to forgo payment of his salary until circumstances allow a resumption. On December 31, 2020, the Company extended Mr. Edmonds’ employment agreement for an additional two-year period . As of March 31, 2022 and December 31, 2021, the deferred compensation balance due Mr. Edmonds was $ 90,415 and $ 88,851 , respectively. On December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the “Employment Agreement”) for an initial three-year term, which provided for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement, Mr. Spencer was to receive a base salary of $ 10,000 per month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer received 500,000 restricted shares of the Company’s common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company is to issue to Mr. Spencer restricted shares in the form of stock grants equivalent to 6,120,000 shares of the Corporation’s Common Stock over a 3 -year period. Stock Grant shares shall vest 170,000 shares each month after the Stock Grant date, December 4, 2019, over a three-year period , except that all unvested DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) NOTE L - COMMITMENTS AND CONTINGENCIES (continued) Stock Grant shares shall vest immediately if the Corporation terminates Executive’s employment without Just Cause, or Executive resigns for Good Reason. The number of shares vested shall be adjusted in the event of subsequent stock splits. On January 24, 2020 and September 9, 2020, 840,000 and 1,020,000 shares, respectively, were issued to Mr. Spencer pursuant to the Employment Agreement and expensed in the amounts of $ 33,600 and $ 18,768 , respectively. As of December 31, 2021 and 2020, the number of shares vested and due Mr. Spencer was 2,040,000 and 850,000 shares, respectively, and was expensed in the amount of $ 20,400 and $ 16,779 , respectively. For the years ended December 31, 2021 and 2020, a total of $ 20,400 and $ 69,147 , respectively, stock compensation was expensed under the above employment agreement. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $ 3,500 per month until such time as Company finances improve. For the three months ended March 31, 2022 and 2021, cash compensation to Mr. Spencer expensed under the employment agreement was $ 10,500 and $ 10,500 , respectively. As of March 31, 2022 and December 31, 2021, accrued cash compensation due Mr. Spencer was $ 57,750 and $ 47,250 , respectively. On March 14, 2022, Lloyd T. Spencer, the Company’s Chief Executive Officer, Secretary and Director, resigned in his position as Chief Executive Officer. Mr. Spencer will retain his roles as Secretary and Director. On March 14, 2022, upon the resignation of Mr. Spencer as the Company’s Chief Executive Officer, the Board of Directors appointed Bill Edmonds as its new Chief Executive Officer. Mr. Edmonds will retain his prior roles as interim Chief Financial Officer and Chairman of the Board of Directors. On March 14, 2022, the Board of Directors appointed David Bradford to President. Mr. Bradford will retain his prior role as Chief Operating Officer. Director Agreements On January 9, 2020, the Company and Lloyd Spencer (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($ 5,000.00 ) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $ 5,000 /(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director began receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At March 31, 2022, the accrued compensation due Mr. Spencer under this agreement was $ 25,000 . On January 9, 2020, the Company and Bill Edmonds (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($ 5,000.00 ) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $ 5,000 /(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director began receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At March 31, 2022, the accrued compensation due Mr. Edmonds under this agreement was $ 25,000 . Legal As indicated in NOTE F – ACCOUNTS PAYABLE 487,615 that remain unpaid by Deep Green. Also, Deep Green has accounts payable to other vendors of materials and services and credit card companies aggregating $ 2,607,405 at March 31, 2022. Also, Deep Green has not paid any amounts to satisfy the $ 387,535 claimed by the factor pursuant to the Factor’s Notice of Default dated July 31, 2018. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) | NOTE L - COMMITMENTS AND CONTINGENCIES Occupancy Corporate office Our current office space is located at 260 Edwards Plaza, Suite 21266, Saint Simons Island, GA 31522 pursuant to a month-to-month lease. Amwaste operations In conjunction with the Amwaste Asset Acquisition, the Company acquired two storage yards. The first storage yard is located at 4150 Whitlock St., Brunswick, GA 31520 and the monthly rent is $ 500 .00 The second storage yard is located at 170 Odom Lane, St. Simons Island, GA 31522 and the monthly rent is $ 100 . Lyell Environmental Services, Inc. operations In conjunction with the Lyell Acquisition, the Company acquired an office that is located at 211 Shady Grove Rd, Nashville, TN 37214 and the monthly rent is $ 2,000 . Employment and Director Agreements On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written Agreement for an initial five-year term , which provided for the following compensation terms for Mr. Bradford. Pursuant to the Agreement, Mr. Bradford was to receive a base salary of $ 108,000 per year, subject to increase of not less than 10 % per year. The LLC (i) was to remit payment of Eighty-Four Thousand Dollars ($ 84,000 ) of the Base Salary; and (ii) was to defer payment of Twenty-Four Thousand Dollars ($ 24,000 ) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary was to earn seven percent ( 7 %) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, was to determine when and how the Deferred Base Salary was to be paid, without limitation; and was able to elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford was eligible for a cash bonus equal to 1.5 % of Adjusted EBITDA over $ 2,000,000 at the end of each respective annual period. As an inducement to the Executive to enter into this Agreement, the LLC granted the Executive an initial three and one-half percent ( 3.5 %) ownership interest in the LLC. In addition, the executive had the right to purchase equity at the most recently traded rate. In 2016, the executive converted $ 19,947 of deferred compensation to 4.76 % members’ equity. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional one and one half percent ( 1.5 %) ownership interest in the LLC, with 0.375% granted upon the date of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the Company’s after-tax profits exceed $ 2,000,000 , the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than one and one-half percent ( 1.5 %) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Bradford’s Agreement. Effective May 1, 2018, Mr. Bradford agreed to forgo payment of his salary until circumstances allow a resumption. On December 3, 2019, Mr. Bradford submitted his resignation as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively immediately. Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr. Bradford agreed that the Company will pay Mr. Bradford $ 3,500 per month until such time as Company finances improve. On December 31, 2020, the Company extended Mr. Bradford’s employment agreement for an additional two-year period . For the year ended December 31, 2021 and 2020, compensation to Mr. Bradford expensed under the above employment agreement was $ 42,000 and $ 19,250 , respectively. As of December 31, 2021 and 2020, accrued cash compensation due Mr. Bradford was $ 47,250 and $ 10,500 , respectively. As of December 31, 2021 and 2020, the deferred compensation balance due Mr. Bradford was $ 3,695 and $ 3,446 , respectively. Please see NOTE N - SUBSEQUENT EVENTS DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE L - COMMITMENTS AND CONTINGENCIES (continued) On January 1, 2016, Deep Green Waste & Recycling, LLC (the ‘LLC”) entered into an Employment Agreement (the “Agreement”) with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term , which provided for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds was to receive a base salary of $ 200,000 per year, subject to increase of not less than 10 % per year. The Company (i) was to remit payment of One Hundred Sixty Thousand Dollars ($ 160,000 ) of the Base Salary; and (ii) was to defer payment of Forty Thousand Dollars ($ 40,000 ) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary was to earn seven percent ( 7 %) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, was to determine when and how Deferred Base Salary was to be paid, without limitation; and was able to elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Edmonds was eligible for a cash bonus equal to 2.5 % of Adjusted EBITDA over $ 2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Edmonds and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent ( 2.25 %) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC’s after-tax profits exceed $ 2,000,000 , the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent ( 2.5 %) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Edmond’s Agreement. Effective May 1, 2018, Mr. Edmonds agreed to forgo payment of his salary until circumstances allow a resumption. On December 31, 2020, the Company extended Mr. Edmond’s employment agreement for an additional two-year period . As of December 31, 2021 and 2020, the deferred compensation balance due Mr. Edmonds was $ 88,851 and $ 82,861 , respectively. Please see NOTE N - SUBSEQUENT EVENTS On December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the “Employment Agreement”) for an initial three-year term, which provided for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement, Mr. Spencer was to receive a base salary of $ 10,000 per month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer received 500,000 restricted shares of the Company’s common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company is to issue to Mr. Spencer restricted shares in the form of stock grants equivalent to 6,120,000 shares of the Corporation’s Common Stock over a 3 -year period. Stock Grant shares shall vest 170,000 shares each month after the Stock Grant date, December 4, 2019, over a three-year period , except that all unvested Stock Grant shares shall vest immediately if the Corporation terminates Executive’s employment without Just Cause, or Executive resigns for Good Reason. The number of shares vested shall be adjusted in the event of subsequent stock splits. On January 24, 2020 and September 9, 2020, 840,000 and 1,020,000 shares, respectively, were issued to Mr. Spencer pursuant to the Employment Agreement and expensed in the amounts of $ 33,600 and $ 18,768 , respectively. As of December 31, 2021 and 2020, the number of shares vested and due Mr. Spencer was 2,040,000 and 850,000 shares, respectively, and was expensed in the amount of $ 20,400 and $ 16,779 , respectively. For the years ended December 31, 2021 and 2020, a total of $ 20,400 and $ 69,147 , respectively, stock compensation was expensed under the above employment agreement. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $ 3,500 per month until such time as Company finances improve. For the years ended December 31, 2021 and 2020, cash compensation to Mr. Spencer expensed under the employment agreement was $ 42,000 and $ 19,250 , respectively. As of December 31, 2021 and 2020, accrued cash compensation due Mr. Spencer was $ 42,000 and $ 10,500 , respectively. Please see NOTE N - SUBSEQUENT EVENTS Director Agreements On January 9, 2020, the Company and Lloyd Spencer (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($ 5,000.00 ) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $ 5,000 /(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2021, the accrued compensation due Mr. Spencer under this agreement was $ 20,000 . On January 9, 2020, the Company and Bill Edmonds (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($ 5,000.00 ) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $ 5,000 /(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2021, the accrued compensation due Mr. Edmonds under this agreement was $ 20,000 . Consulting Agreement On May 10, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”) for preparation of the Company’s financial reports. Under the terms of the Agreement, the Consultant is to assist the Company in the preparation of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Registration Statements on Form S-1 and Form S-8. The Agreement shall have a term of one ( 1 ) year or until the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 is filed with the Securities and Exchange Commission. As compensation, the Consultant, or its designee, was to receive 2,500,000 shares of common stock. Pursuant to an Amendment to the Agreement dated June 4, 2021, instead of receiving 2,500,000 shares of common stock, the Consultant is to receive a total of $ 35,000 cash compensation: $ 15,000 payable on or before June 9, 2021 (which was paid and included in professional and consulting expenses in the three months ended June 30, 2021), $ 10,000 payable on or before September 10, 2021 (accrued at September 30, 2021 and included in professional and consulting expenses in the three months ended September 30, 2021) and $ 10,000 payable on or before December 10, 2021. Legal As indicated in NOTE F – ACCOUNTS PAYABLE 487,615 that remain unpaid by Deep Green. Also, Deep Green has accounts payable to other vendors of materials and services and credit card companies aggregating $ 2,611,155 at December 31, 2021. Also, Deep Green has not paid any amounts to satisfy the $ 387,535 claimed by the factor pursuant to the Factor’s Notice of Default dated July 31, 2018 (Please see NOTE G – DEBT DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 |
GOING CONCERN UNCERTAINITY
GOING CONCERN UNCERTAINITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN UNCERTAINITY | NOTE M - GOING CONCERN UNCERTAINTY GOING CONCERN UNCERTAINITY Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued. In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of March 31, 2022, we had cash of $ 5,269 , current assets of $ 228,264 , current liabilities of $ 5,528,868 and an accumulated deficit of $ 11,674,622 . For the quarter ended March 31, 2022 and year ended December 31, 2021, we used cash from operating activities of $ 195,848 and $ 493,003 , respectively. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements. In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through May 2023. The accompanying consolidated 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. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern. | NOTE M - GOING CONCERN UNCERTAINITY Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued. In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of December 31, 2021, we had cash of $ 36,619 , current assets of $ 231,280 , current liabilities of $ 5,992,412 and an accumulated deficit of $ 11,177,216 . For the years ended December 31, 2021 and 2020, we used cash from operating activities of $ 493,003 and $ 131,453 , respectively. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements. In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through April 2023. The accompanying consolidated 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. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE N – SUBSEQUENT EVENTS On April 18, 2022, the Company issued a noteholder 9,291,521 shares of common stock in satisfaction of $ 20,000 principal. The $ 19,024 excess of the $ 39,024 fair value of the 9,291,521 shares over the $ 20,000 liability reduction will be charged to loss on conversion of debt in the three months ended June 30, 2022. On April 19, 2022, the Company issued a noteholder 15,419,501 shares of common stock in satisfaction of $ 34,000 principal. The $ 30,762 excess of the $ 64,762 fair value of the 15,419,501 shares over the $ 34,000 liability reduction will be charged to loss on conversion of debt in the three months ended June 30, 2022. On April 25, 2022, the Company issued a noteholder 9,070,295 shares of common stock in satisfaction of $ 20,000 principal. The $ 10,839 excess of the $ 30,839 fair value of the 9,070,295 shares over the $ 20,000 liability reduction will be charged to loss on conversion of debt in the three months ended June 30, 2022. On April 27, 2022, the Company issued 4,337,500 18,000 On April 28, 2022, the Company issued a noteholder 11,065,760 shares of common stock in satisfaction of $ 24,400 principal. The $ 9,904 excess of the $ 34,304 fair value of the 11,065,760 shares over the $ 24,400 liability reduction will be charged to loss on conversion of debt in the three months ended June 30, 2022. On April 29, 2022, the Company issued a noteholder 6,000,000 shares of common stock in satisfaction of $ 13,020 principal. The $ 6,180 excess of the $ 19,200 fair value of the 6,000,000 shares over the $ 13,020 liability reduction will be charged to loss on conversion of debt in the three months ended June 30, 2022. On May 19, 2022, the Company issued a noteholder 6,748,328 11,101 The $ 6,445 17,546 6,748,328 11,101 | NOTE N - SUBSEQUENT EVENTS On January 3, 2022, the Company issued a noteholder 5,673,765 shares of common stock in satisfaction of $ 32,667 interest. The $ 24,071 excess of the $ 56,738 fair value of the 5,673,765 shares over the $ 32,667 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On January 6, 2022, the Company issued a noteholder 9,070,295 shares of common stock in satisfaction of $ 50,794 principal. The $ 19,047 excess of the $ 69,841 fair value of the 9,070,295 shares over the $ 50,794 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On January 10, 2022, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 30,000 principal. The $ 15,143 excess of the $ 45,143 fair value of the 5,714,286 shares over the $ 30,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On January 11, 2022, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,571 excess of the $ 44,571 fair value of the 5,714,286 shares over the $ 30,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On January 19, 2022, the Company issued 11,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to Bill Edmonds for services rendered on behalf of the Company. On January 19, 2022, the Company issued 5,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to David Bradford for services rendered on behalf of the Company. On January 19, 2022, the Company issued 5,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to Lloyd Spencer for services rendered on behalf of the Company. On January 19, 2022, the Company issued 1,000,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to an employee as per the terms of his employment agreement. On January 20, 2022, the Company issued 2,040,000 shares of common stock under the Company’s 2021 Stock Option Incentive Plan to Lloyd Spencer as per the terms of his employment agreement. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE M - SUBSEQUENT EVENTS (continued) On January 20, 2022, the Company issued 2,220,000 shares of common stock as compensation to a Consultant. On January 20, 2022, the Company issued 8,000,000 shares of common stock in satisfaction of $ 25,571 principal, $ 12,000 interest, $ 2,279 default interest, $ 28,000 default amounts and $ 1,750 in fees for a total of $ 69,600 . The $ 17,100 deficit of the $ 52,800 fair value of the 8,000,000 shares over the $ 69,600 liability reduction will be credited to loss on conversion of debt in the three months ended March 31, 2022. On January 31, 2022, the Company issued a noteholder 6,265,664 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,461 excess of the $ 34,461 fair value of the 6,265,664 shares over the $ 25,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On February 1, 2022, the Company issued 7,722,008 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,788 excess of the $ 44,788 fair value of the 7,722,008 shares over the $ 30,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On February 2, 2022, the Company issued 8,805,111 shares of common stock in satisfaction of $ 74,429 principal, $ 424 default interest and $ 1,750 in fees for a total of $ 76,604 . The $ 32,578 deficit of the $ 44,026 fair value of the 8,805,111 shares over the $ 76,604 liability reduction will be credited to loss on conversion of debt in the three months ended March 31, 2022. On February 2, 2022, the Company issued 8,163,265 shares of common stock in satisfaction of $ 30,000 principal. The $ 10,816 excess of the $ 40,816 fair market value of the 8,163,265 shares over the $ 30,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On February 2, 2022, the Company issued 6,802,721 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,014 excess of the $ 34,014 fair value of the 6,802,721 shares over the $ 25,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On February 10, 2022, the Company issued 6,606,111 shares of common stock in satisfaction of $ 20,000 principal. The $ 8,406 excess of the $ 28,406 fair market value of the 6,606,111 shares over the $ 20,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On February 23, 2022, the Company issued 10,084,034 shares of common stock in satisfaction of $ 30,000 principal. The $ 17,395 excess of the $ 47,395 fair market value of the 10,084,034 shares over the $ 30,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. Note Purchase Agreement On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars ($ 187,500 ). The Notes have a term of one (1) year (“Maturity Date” of February 28, 2023 ) and shall have a one-time interest charge of ten percent ( 10 %). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month anniversary of the issue date, the Borrower is to pay $ 4,489.92 170,330.64 0.0005 per share. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transaction closed on March 2, 2022. The Notes are guaranteed by the Company and its subsidiaries. The Notes and the guarantees are secured by a pledge of substantially all of the assets of the Company and the guarantors. The Company agrees to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 6 months of the execution of the NPA. On March 14, 2022, Lloyd T. Spencer, the Company’s Chief Executive Officer, Secretary and Director, resigned in his position as Chief Executive Officer. Mr. Spencer will retain his roles as Secretary and Director. On March 14, 2022, upon the resignation of Mr. Spencer as the Company’s Chief Executive Officer, the Board of Directors appointed Bill Edmonds as its new Chief Executive Officer. Mr. Edmonds will retain his prior roles as interim Chief Financial Officer and Chairman of the Board of Directors. On March 14, 2022, the Board of Directors appointed David Bradford to President. Mr. Bradford will retain his prior role as Chief Operating Officer. On March 21, 2022, the Company issued 12,605,042 shares of common stock in satisfaction of $ 30,000 principal. The $ 17,899 excess of the $ 47,899 fair market value of the 12,605,042 shares over the $ 30,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On March 21, 2022, the Company issued 8,403,361 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,933 excess of the $ 31,933 fair market value of the 8,403,361 shares over the $ 20,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On March 24, 2022, the Company issued 9,142,857 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,086 excess of the $ 31,086 fair market value of the 9,142,857 shares over the $ 20,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On March 24, 2022, the Company issued 14,285,714 shares of common stock in satisfaction of $ 34,000 principal. The $ 14,571 excess of the $ 48,571 fair market value of the 14,285,714 shares over the $ 34,000 liability reduction will be charged to loss on conversion of debt in the three months ended March 31, 2022. On March 25, 2022, holders of a majority of the Company’s issued and outstanding voting stock voted in favor of increasing the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 . On March 29, 2022, the Company filed its Information Statement with the Securities and Exchange Commission. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. | Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. |
Interim Financial Statements | Interim Financial Statements The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2022. These financial statements should be read in conjunction with that report. | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DG Treasury, Inc. DG Research, Inc | Principles of Consolidation The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DGWR, LLC, DG Research, Inc |
Cash Equivalents | Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. | Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. |
Income Taxes | Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2022 and December 31, 2021, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. | Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2021, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE I For nonrecurring fair value measurements of issuances of common stock for services (see NOTE J | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (Please see NOTE I - DERIVATIVE LIABILITY For nonrecurring fair value measurements of issuances of common stock for services (Please see NOTE J - CAPITAL STOCK |
Derivative Liabilities | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property, equipment and intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through March 31, 2022, the Company has not experienced impairment losses on its long-lived assets. | Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through December 31, 2021, the Company has not experienced impairment losses on its long-lived assets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of income. The estimated lives used to determine depreciation and amortization are: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Software 2 - 3 Years Office Equipment 3 - 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of operations. The estimated lives used to determine depreciation and amortization are: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 years Containers 5 years Software 2 - 3 Years Office Equipment 3 - 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease |
Goodwill | Goodwill Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021. We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall. | Goodwill Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021. We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall. |
Amortizable Intangible Assets | Amortizable Intangible Assets Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years . We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows. | Amortizable Intangible Assets Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years . We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows. |
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services | Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. | Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. |
Stock-Based Compensation | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. |
Related Parties | Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. | Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. |
Revenue Recognition | Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. | Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. |
Advertising Costs | Advertising Costs Advertising costs, which were not significant for the periods presented, are expensed as incurred. | Advertising Costs Advertising costs, which were not significant for the periods presented, are expensed as incurred. |
Loss per Share | Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE G NOTE H NOTE J | Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the years ended December 31, 2021 and 2020, we have excluded the shares issuable from the convertible notes payable (Please see NOTE H– CONVERTIBLE NOTES PAYABLE see NOTE J - CAPITAL STOCK |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which has superseded nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance was effective for annual periods beginning after December 15, 2018; early adoption was permitted. The Company early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE J - CAPITAL STOCK | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all prior revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates are required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. We early adopted ASU 2017-11 effective January 1, 2018. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Software 2 - 3 Years Office Equipment 3 - 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 years Containers 5 years Software 2 - 3 Years Office Equipment 3 - 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
SCHEDULE OF IDENTIFIABLE ASSETS | SCHEDULE OF IDENTIFIABLE ASSETS The identifiable assets of Lyell at: October 19, Accounts receivable $ 95,453 Property and equipment, net 20,557 Customer lists and covenant not to compete 1,083,333 Accounts payable (4,981 ) Total identifiable net assets $ 1,194,362 | SCHEDULE OF IDENTIFIABLE ASSETS The identifiable assets of Lyell at: October 19, 2021 Accounts receivable $ 95,453 Property and equipment, net 20,557 Customer lists and covenant not to compete 1,083,333 Accounts payable (4,981 ) Total identifiable net assets $ 1,194,362 |
SCHEDULE OF CONSIDERATION PAID | SCHEDULE OF CONSIDERATION PAID The consideration paid for Lyell was: Cash $ 1,050,000 Promissory note 186,538 2,000,000 shares of DGWR common stock 44,000 Total consideration $ 1,280,538 | SCHEDULE OF CONSIDERATION PAID The consideration paid for Lyell was: Cash $ 1,050,000 Promissory note 186,538 2,000,000 shares of DGWR common stock 44,000 Total consideration $ 1,280,538 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 (Unaudited) December 31, Software $ 99,025 $ 99,025 Office equipment 60,974 60,974 Furniture and Fixtures 948 948 Waste and Recycling Equipment 393,340 393,340 Leasehold Improvements - - Total 554,287 554,287 Accumulated depreciation and amortization (341,783 ) (326,398 ) Net $ 212,504 $ 227,889 | Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Software $ 99,025 $ 99,025 Office equipment 60,974 60,974 Furniture and Fixtures 948 948 Waste and Recycling Equipment 393,340 18,800 Total 554,287 179,747 Accumulated depreciation and amortization (326,398 ) (169,949 ) Net $ 227,889 $ 9,798 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | Goodwill and intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS March 31, 2022 (Unaudited) December 31, 2020 Customer list and covenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 $ 1,083,333 $ 1,083,333 Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 86,176 86,176 Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021 109,000 109,000 Total 1,278,509 1,278,509 Accumulated amortization (120,671 ) (57,845 ) Net $ 1,157,838 $ 1,220,664 | Goodwill and intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Customer list and covenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 $ 1,083,333 $ - Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 86,176 - Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021 109,000 - Total 1,278,509 - Accumulated amortization (57,845 ) - Net $ 1,220,664 $ - |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | At March 31, 2022, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2022 $ 175,641 2023 238,467 2024 238,467 2025 238,467 2026 180,620 Thereafter - Total $ 1,071,662 | At December 31, 2021, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2022 $ 238,467 2023 238,467 2024 238,467 2025 238,467 2026 180,620 Thereafter - Total $ 1,134,488 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCOUNTS PAYABLE | Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE March 31, 2022 December 31, August 1, 2018 Default Judgment payable to Ohio vendor $ 32,832 $ 32,832 January 14, 2019 Default Judgment payable to Tennessee customer 423,152 423,152 January 24, 2019 Default judgment payable to Florida vendor 31,631 31,631 Other vendors of materials and services 2,387,099 2,390,849 Credit card obligations 220,306 220,306 Total $ 3,095,020 $ 3,098,770 | Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE December 31, 2021 December 31, 2020 August 1, 2018 Default Judgment payable to Ohio vendor $ 32,832 $ 32,832 January 14, 2019 Default Judgment payable to Tennessee customer 423,152 423,152 January 24, 2019 Default judgment payable to Florida vendor 31,631 31,631 Other vendors of materials and services 2,390,849 2,241,043 Credit card obligations 220,306 220,306 Total $ 3,098,770 $ 2,948,964 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF DEBT | Debt consists of the following at: SCHEDULE OF DEBT March 31, 2022 December 31, 2021 Secured Notes Payable to BHP Capital and Quick Capital, net of debt discounts of $ 68,750 and $ 0 respectively (i) 306,250 - Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease 5,574 5,574 Note issued in Lyell acquisition 49,179 189,179 Loans payable to officers, interest at 8 %, due on demand 55,539 44,038 Sales Tax Payable - 28,368 Note payable to officer, interest at 15 % per annum, due on demand 68,835 75,838 Total 872,912 730,532 Current portion of debt (872,912 ) (730,532 ) Long-term portion of debt $ - $ - (i) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of $ 187,500 February 28, 2023 0.0005 1 10% 187,500 18,750 187,500 18,750 | Debt consists of the following at: SCHEDULE OF DEBT December 31, 2021 December 31, 2020 Note payable to Seller of CARE dated October 20, 2017, interest at 7 % per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 , in technical default ( i ) $ - $ 315,810 Note payable to Seller of CFSI dated October 20, 2017, interest at 7 % per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 , in technical default ( i ) - 179,190 Claimed amount due to Factor pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease 5,574 5,574 Note issued in Lyell acquisition 189,179 - Sales tax payable 28,368 - Note payable to officer, interest at 12 % per annum 75,838 - Loans payable to officers, will bear 8 % interest beginning 2022, due on demand 44,038 8,475 Total 730,532 896,584 Current portion of debt (730,532 ) (896,584 ) Long-term portion of debt $ - $ - (i) On September 16, 2021, the Company entered into a Release and Settlement Agreement (the “Settlement Agreement”) with Gordon Boorse pertaining to the outstanding principal and interest outstanding on the Notes issued by the Company in the purchase of Compaction and Recycling Equipment, Inc. (the “CARE Note”) and Columbia Financial Services, Inc, (the “CFSI Note”). Under the terms of the Settlement Agreement, the Company abandoned all claims against Boorse with respect to its purchase of CARE and CFSI, and Boorse forgave the outstanding principal ($ 495,000 157,559 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF CONVERTIBLE NOTE PAYABLE | Convertible Notes Payable consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE March 31, 2022 December 31, 2021 Unsecured Convertible Promissory Note payable to Labrys Fund, LP: Issue date July 2, 2021 – net of unamortized debt discount of $ 0 and $ 50,137 at March 31, 2022 and December 31, 2021, respectively (i) $ - $ 49,863 Secured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021 – net of unamortized debt discount of $ 226,087 and $ 465,532 at March 31, 2022 and December 31, 2021, respectively (ii) 194,943 126,472 Secured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 – net of unamortized debt discount of $ 238,919 and $ 526,028 at March 31, 2022 and December 31, 2021, respectively (iii) 203,748 140,639 Total $ 398,691 $ 316,974 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1,750 1 12% 5,000,000 0.02 5 1,000,000 100,000 2,959 25,570.55 12,000 8,000,000 74,429.45 8,805,011 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 October 14, 2022 0.01 30% 1 ) year and bears interest at 10 % annually. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 592,004 principal plus $ 0 interest were due on the Quick Capital Note. As of March 31, 2022, $ 421,030 principal plus $ 0 interest were due on the Quick Capital Note. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2022 and 2021 (Unaudited) (iii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 ). The Note is convertible, in whole or in part, at any time and from time to time before maturity ( October 14, 2022 ) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $ 0.01 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30 %) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one ( 1 ) year and bears interest at 10 % annually. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 666,667 principal plus $ 0 interest were due on the BHP Note. As of March 31, 2022, $ 442,667 principal plus $ 0 interest were due on the BHP note. | Convertible Notes Payable consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE December 31, December 31, Unsecured Convertible Promissory Note payable to GPL Ventures, LLC: Issue date June 23, 2020 – net of unamortized debt discount of $ 0 and $ 5,238 at December 31, 2020 and December 31, 2019, respectively (i) $ - $ 10,762 Unsecured Convertible Promissory Note payable to Labrys Fund, LP: Issue date July 2, 2021 – net of unamortized debt discount of $ 50,137 and $ 0 at December 31, 2021 and December 31, 2020, respectively (ii) 49,863 - Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021 – net of unamortized debt discount of $ 465,532 and $ 0 at December 31, 2021 and December 31, 2020, respectively (iii) 126,472 - Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 – net of unamortized debt discount of $ 526,028 and $ 0 at December 31, 2021 and December 31, 2020, respectively (iv) 140,639 - Total $ 316,974 $ 10,762 (i) On June 23, 2020, the Company issued GPL Ventures LLC (“GPL”) a Convertible Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 The Note was convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $ 0.01 60 20 10 no (ii) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1,750 1 12 5,000,000 0.02 5 1,000,000 100,000 2,959 (iii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 0.01 30 1 10 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 592,004 principal plus $ 0 interest were due on the Quick Capital Note. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and 2020 NOTE H – CONVERTIBLE NOTES PAYABLE (continued) (iv) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 0.01 30 1 10 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $6 66,667 principal plus $ 0 interest were due on the BHP Note. |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
SCHEDULE OF DERIVATIVE LIABILITY | The derivative liability at March 31, 2022 and December 31, 2021 consisted of: SCHEDULE OF DERIVATIVE LIABILITY March 31, 2022 December 31, Convertible Promissory Note payable to Labrys Fund Ltd. Please see NOTE H – CONVERTIBLE NOTES PAYABLE $ - $ 17,987 Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 328,954 636,989 Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 346,480 718,235 Total $ 675,434 $ 1,373,211 | The derivative liability at December 31, 2021 and December 31, 2020 consisted of: SCHEDULE OF DERIVATIVE LIABILITY December 31, December 31, Convertible Promissory Note payable to GPL Ventures, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE $ - $ 43,444 Convertible Promissory Note payable to Labrys Fund Ltd. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 17,987 - Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 636,989 - Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 718,235 - Total $ 1,373,211 $ 43,444 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY | A summary of warrants and options activity follows: SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2019 - 6,290,431 6,290,431 Warrants issued on March 12, 2020 - 262,500 262,500 Warrants expired on June 20, 2020 - (5,000,000 ) (5,000,000 ) Cashless exercise of warrants on August 19, 2020 - (262,500 ) (262,500 ) Warrants expired in October 2020 and November 2020 - (1,210,431 ) (1,210,431 ) Balance, December 31, 2020 - 80,000 80,000 Warrants expired on February 19, 2021 - (30,000 ) (30,000 ) Warrants expired on March 16, 2021 - (50,000 ) (50,000 ) Warrant issued on July 2, 2021 (i) - 5,000,000 5,000,000 Cashless exercise of warrant on September 21, 2021 - (5,000,000 ) (5,000,000 ) Two warrants issued on October 14, 2021 (ii) - 133,333,334 133,333,334 Balance, December 31, 2021 and March 31, 2022 - 133,333,334 133,333,334 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 0.015 5 | A summary of warrants and options activity follows: SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2019 - 6,290,431 6,290,431 Warrants issued on March 12, 2020 - 262,500 262,500 Warrants expired on June 20, 2020 - (5,000,000 ) (5,000,000 ) Cashless exercise of warrants on August 19, 2020 - (262,500 ) (262,500 ) Warrants expired in October 2020 and November 2020 - (1,210,431 ) (1,210,431 ) Balance, December 31, 2020 - 80,000 80,000 Warrants expired on February 19, 2021 - (30,000 ) (30,000 ) Warrants expired on March 16, 2021 - (50,000 ) (50,000 ) Warrant issued on July 2, 2021 (i) - 5,000,000 5,000,000 Cashless exercise of warrant on September 21, 2021 - (5,000,000 ) (5,000,000 ) Two warrants issued on October 14, 2021 (ii) - 133,333,334 133,333,334 Balance, December 31, 2021 - 133,333,334 133,333,334 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 0.015 1 12 July 2, 2021. As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 shares of the Company’s common stock at an exercise price of $ 0.02 for a term of 5 -years. On September 21, 2021, the Company issued Labrys 4,512,497 shares of common stock as a cashless exercise of the warrant. (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 30 1 10 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021 . |
SUMMARY OF WARRANTS AND OUTSTANDING | The following table summarizes information about warrants outstanding as of March 31, 2022: SUMMARY OF WARRANTS AND OUTSTANDING Number Outstanding At March 31, 2022 Exercise Price Expiration Date 133,333,334 $ 0.015 October 14, 2026 133,333,334 | The following table summarizes information about warrants outstanding as of December 31, 2021: SUMMARY OF WARRANTS AND OUTSTANDING Number Outstanding At December 31, 2021 Exercise Price Expiration Date 133,333,334 $ 0.015 October 14, 2026 133,333,334 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES | SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES March 31, 2022 March 31, 2021 Three Months Ended March 31, 2022 March 31, 2021 Expected tax at 21 % $ (104,455 ) $ (68,909 ) Non-deductible stock-based compensation 30,504 11,474 Non-deductible (non-taxable) derivative liability expense (income) (146,533 ) 33,167 Non-deductible amortization of debt discounts 122,380 4,268 Non-deductible loss on conversions of convertible notes payable 30,654 - Increase (decrease) in Valuation allowance 67,450 20,000 Provision for (benefit from) income taxes $ - $ - | SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES December 31, 2021 December 31, 2020 Year Ended December 31, 2021 December 31, 2020 Expected tax at 21 % $ (714,181 ) $ (153,840 ) Non-deductible stock-based compensation 83,391 57,151 Non-deductible (non-taxable) derivative liability expense (income) 190,957 (16,077 ) Non-deductible loss on conversions of convertible notes payable 193,994 28,982 Non-deductible amortization of debt discounts 177,882 24,495 Increase (decrease) in Valuation allowance 67,957 59,289 Provision for (benefit from) income taxes $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2021 | Dec. 21, 2021 | Dec. 15, 2021 | Nov. 30, 2021 | Sep. 21, 2021 | Aug. 11, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Feb. 08, 2021 | Dec. 30, 2020 | Dec. 29, 2020 | Nov. 27, 2020 | Sep. 23, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Oct. 01, 2017 | Sep. 27, 2017 | Aug. 24, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 07, 2022 | Feb. 11, 2022 | Feb. 10, 2022 | Jul. 11, 2021 | Jul. 10, 2021 | Aug. 07, 2018 | Oct. 20, 2017 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 68,027 | $ 60,000 | $ 25,610 | $ 158,810 | $ 108,804 | $ 163,517 | $ 235,200 | $ 183,600 | $ 41,051 | $ 163,000 | $ 48,000 | $ 60,000 | $ 26,778 | $ 72,800 | ||||||||||||||||||||||
Notes Payable | $ 140,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 250,000,000 | 1,000,000,000 | ||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 2,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 24,702 | $ 24,702 | $ 12,984 | $ 40,634 | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 39,167 | $ 35,677 | $ 41,000 | $ 35,340 | $ 64,554 | $ 114,660 | $ 60,000 | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | $ 39,167 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | ||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,616,379 | |||||||||||||||||||||||||||||||||||
Georgia Limited Liability Company [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | reverse stock split of 1 share for 1000 shares | |||||||||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 85,000,000 | |||||||||||||||||||||||||||||||||||
Compaction And Recycling Equipment Inc [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 902,700 | |||||||||||||||||||||||||||||||||||
Cash | 586,890 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | |||||||||||||||||||||||||||||||||||
Compaction And Recycling Equipment Inc [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Notes Payable | $ 315,810 | |||||||||||||||||||||||||||||||||||
Columbia Financial Services Inc [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 597,300 | |||||||||||||||||||||||||||||||||||
Cash | 418,110 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | |||||||||||||||||||||||||||||||||||
Columbia Financial Services Inc [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Notes Payable | $ 179,190 | |||||||||||||||||||||||||||||||||||
Agreement [Member] | Chief Executive Officer [Member] | Mirabile Corporate Holdings, Inc. [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 7.50% | |||||||||||||||||||||||||||||||||||
Agreement [Member] | St. James Capital Management, LLC. [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 3,000,000 | |||||||||||||||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | reverse stock split of 1 share for 1000 shares | |||||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000,000 | 500,000,000 | 5,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | DG Research, Inc [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 160,000 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000,000 | |||||||||||||||||||||||||||||||||||
Remitted amount | $ 50,000 | |||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 110,000 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 09, 2021 | |||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Escrow Deposit | $ 50,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 1,300,000 | |||||||||||||||||||||||||||||||||||
Common stock, shares | 1,000,000 | |||||||||||||||||||||||||||||||||||
Amended Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Escrow Deposit | $ 50,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 1,000,000 | |||||||||||||||||||||||||||||||||||
Common stock, shares | 2,000,000 | |||||||||||||||||||||||||||||||||||
Net sales revenue percentage | 4% | |||||||||||||||||||||||||||||||||||
Amended Agreement [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 18, 2021 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 186,537.92 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | |||||||||||||||||||||||||||||||||||
Letter of Intent [Member] | ||||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Software and Software Development Costs [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Software and Software Development Costs [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Property, Plant and Equipment, Estimated Useful Lives | 3 | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Property, Plant and Equipment, Estimated Useful Lives | 7 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Property, Plant and Equipment, Estimated Useful Lives | 8 | |
Waste and Recycling Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, Plant and Equipment, Estimated Useful Lives | 5 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | Varies by Lease | |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 | |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 2 | |
Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years |
SCHEDULE OF IDENTIFIABLE ASSETS
SCHEDULE OF IDENTIFIABLE ASSETS (Details) - Lyell Environmental Services Inc [Member] | Oct. 19, 2021 USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 95,453 |
Property and equipment, net | 20,557 |
Customer lists and covenant not to compete | 1,083,333 |
Accounts payable | (4,981) |
Total identifiable net assets | $ 1,194,362 |
SCHEDULE OF CONSIDERATION PAID
SCHEDULE OF CONSIDERATION PAID (Details) - Lyell Environmental Services Inc [Member] | Oct. 19, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 1,050,000 |
Promissory note | 186,538 |
2,000,000 shares of DGWR common stock | 44,000 |
Total consideration | $ 1,280,538 |
SCHEDULE OF CONSIDERATION PAI_2
SCHEDULE OF CONSIDERATION PAID (Details) (Parenthetical) | Oct. 19, 2021 shares |
Lyell Environmental Services Inc [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,000,000 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 19, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 86,176 | |||||
Revenues | $ 219,741 | $ 24,837 | $ 363,056 | |||
Net Income (Loss) Attributable to Parent | (497,406) | $ (328,138) | (3,400,862) | $ (732,570) | ||
Lyell Environmental Services Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 1,280,538 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 1,194,362 | |||||
Revenues | $ 200,705 | 170,452 | ||||
Net Income (Loss) Attributable to Parent | 18,942 | $ 116,201 | ||||
Business Acquisition, Pro Forma Revenue | $ 1,787,833 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 3,312,957 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 554,287 | $ 554,287 | $ 179,747 |
Accumulated depreciation and amortization | (341,783) | (326,398) | (169,949) |
Net | 212,504 | 227,889 | 9,798 |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 99,025 | 99,025 | 99,025 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 60,974 | 60,974 | 60,974 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 948 | 948 | 948 |
Waste and Recycling Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 393,340 | 393,340 | $ 18,800 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 1,278,509 | $ 1,278,509 | |
Accumulated amortization | (120,671) | (57,845) | |
Net | 1,157,838 | 1,220,664 | |
Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | Goodwill [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | 86,176 | 86,176 | |
Customer Lists [Member] | Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | 1,083,333 | 1,083,333 | |
Customer Lists [Member] | Asset Purchase Agreement [Member] | Amwaste Inc [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 109,000 | $ 109,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 175,641 | |
2023 | 238,467 | |
2024 | 238,467 | |
2025 | 238,467 | |
2026 | 180,620 | |
Thereafter | ||
Total | 1,071,662 | $ 1,134,488 |
2022 | 238,467 | |
2023 | 238,467 | |
2024 | 238,467 | |
2025 | 238,467 | |
2026 | 180,620 | |
Thereafter | ||
Total | $ 1,071,662 | $ 1,134,488 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | ||
Amortization of Intangible Assets | $ 57,845 | |||
Customer Lists [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 62,826 | $ 2,867 | $ 57,845 | $ 0 |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Total | $ 3,095,020 | $ 3,098,770 | $ 2,948,964 |
August One Two Thousand Eighteen Default Judgment Payable To Ohio Vendor [Member] | |||
Total | 32,832 | 32,832 | 32,832 |
January Fourteen Two Thousand Nineteen Default Judgment Payable To Tennessee Customer [Member] | |||
Total | 423,152 | 423,152 | 423,152 |
January Twenty Four Two Thousand Nineteen Default Judgment Payable To Florida Vendor [Member] | |||
Total | 31,631 | 31,631 | 31,631 |
Other Vendors Of Materials And Services [Member] | |||
Total | 2,387,099 | 2,390,849 | 2,241,043 |
Credit Card Obligations [Member] | |||
Total | $ 220,306 | $ 220,306 | $ 220,306 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Feb. 28, 2022 | Oct. 14, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Sep. 16, 2021 | Jul. 09, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | Sep. 23, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Oct. 20, 2017 | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | $ 872,912 | $ 730,532 | $ 896,584 | ||||||||||||||||
Current portion of debt | (872,912) | (730,532) | (896,584) | ||||||||||||||||
Long-term portion of debt | |||||||||||||||||||
Convertible Notes Payable | $ 398,691 | 316,974 | $ 10,762 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.002135 | $ 0.00906 | |||||||||||||||||
Debt Instrument, Face Amount | $ 39,167 | $ 35,677 | $ 41,000 | $ 35,340 | $ 64,554 | $ 114,660 | $ 60,000 | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | |||||||
Settlement Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 495,000 | ||||||||||||||||||
Interest Payable | $ 157,559 | ||||||||||||||||||
Quick Capital, LLC [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 0% | |||||||||||||||||
Debt Instrument, Face Amount | $ 592,004 | ||||||||||||||||||
Factor [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | $ 387,535 | 387,535 | $ 387,535 | ||||||||||||||||
Compaction And Recycling Equipment Inc [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | [1] | 315,810 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||||||||||||||||
Columbia Financial Services Inc [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | [1] | 179,190 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||||||||||||||||
Secured Notes Payable [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | [2] | 306,250 | |||||||||||||||||
Short-Term Capital Lease [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | 5,574 | 5,574 | 5,574 | ||||||||||||||||
Note Issued [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | 49,179 | 189,179 | |||||||||||||||||
Loans Payable To Officer [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | 55,539 | 44,038 | |||||||||||||||||
Sales Tax Payable [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | 28,368 | ||||||||||||||||||
Note Payable To Officer [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | 68,835 | $ 75,838 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15% | ||||||||||||||||||
Note Purchase Agreement [Member] | B H P Capital N Y Inc And Quick Capital L L C [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Convertible Notes Payable | $ 187,500 | ||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 28, 2023 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0005 | ||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||
Note Purchase Agreement [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | 187,500 | ||||||||||||||||||
Interest Payable | 18,750 | ||||||||||||||||||
Note Purchase Agreement [Member] | Quick Capital, LLC [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | 187,500 | ||||||||||||||||||
Interest Payable | $ 18,750 | ||||||||||||||||||
Loans Payable [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total | $ 44,038 | $ 8,475 | |||||||||||||||||
[1]On September 16, 2021, the Company entered into a Release and Settlement Agreement (the “Settlement Agreement”) with Gordon Boorse pertaining to the outstanding principal and interest outstanding on the Notes issued by the Company in the purchase of Compaction and Recycling Equipment, Inc. (the “CARE Note”) and Columbia Financial Services, Inc, (the “CFSI Note”). Under the terms of the Settlement Agreement, the Company abandoned all claims against Boorse with respect to its purchase of CARE and CFSI, and Boorse forgave the outstanding principal ($ 495,000 157,559 187,500 February 28, 2023 0.0005 1 10% 187,500 18,750 187,500 18,750 |
SCHEDULE OF DEBT (Details) (Par
SCHEDULE OF DEBT (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 20, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 582,761 | $ 20,324 | $ 847,055 | $ 116,643 | |
Loans Payable To Officer [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||
Compaction And Recycling Equipment Inc [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||
Debt Instrument, Description | payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 | ||||
Columbia Financial Services Inc [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||
Debt Instrument, Description | payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 | ||||
Note Payable To Officer [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||
Secured Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 68,750 | $ 0 | |||
Note Payable To Officer [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 15% |
SCHEDULE OF CONVERTIBLE NOTE PA
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) | 12 Months Ended | ||||||||||||||||||||||||||||
Oct. 14, 2022 | Feb. 04, 2022 USD ($) shares | Jan. 20, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 15, 2021 USD ($) shares | Nov. 30, 2021 USD ($) shares | Oct. 14, 2021 USD ($) $ / shares shares | Sep. 21, 2021 shares | Jul. 09, 2021 USD ($) shares | Jul. 09, 2021 USD ($) shares | Jul. 08, 2021 shares | Jul. 08, 2021 shares | Jul. 02, 2021 USD ($) $ / shares shares | Jul. 01, 2021 USD ($) shares | Jun. 24, 2021 USD ($) shares | May 12, 2021 USD ($) shares | Dec. 30, 2020 shares | Dec. 29, 2020 USD ($) shares | Nov. 27, 2020 USD ($) shares | Sep. 23, 2020 USD ($) shares | Aug. 18, 2020 shares | Aug. 17, 2020 USD ($) shares | Aug. 06, 2020 USD ($) shares | Jul. 27, 2020 USD ($) shares | Jun. 23, 2020 USD ($) d / TradingDays $ / shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares | ||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | $ 316,974 | $ 316,974 | $ 10,762 | $ 398,691 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.00906 | $ 0.002135 | |||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | |||||||||
Debt Instrument, Face Amount | $ 39,167 | $ 35,677 | $ 41,000 | $ 41,000 | $ 35,340 | $ 64,554 | $ 114,660 | $ 60,000 | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | $ 39,167 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 68,027 | $ 60,000 | $ 25,610 | $ 158,810 | 108,804 | $ 163,517 | $ 235,200 | $ 183,600 | $ 41,051 | $ 163,000 | $ 48,000 | $ 60,000 | $ 26,778 | $ 72,800 | |||||||||||||||
Quick Capital, LLC [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible Debt | $ 666,667 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 10% | 0% | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 66,666,667 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,298,852 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 592,004 | $ 592,004 | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% | 30% | |||||||||||||||||||||||||||
Number shares of common stock and warrant | shares | 2,298,852 | ||||||||||||||||||||||||||||
Quick Capital, LLC [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Labrys Fund LP [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible Debt | $ 100,000 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 02, 2022 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,750 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,000,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.02 | ||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 8,000,000 | 4,512,497 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,570.55 | 100,000 | 100,000 | ||||||||||||||||||||||||||
Interest Payable | $ 12,000 | 2,959 | 2,959 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 74,429.45 | ||||||||||||||||||||||||||||
Common stock extinguishing of obligation | shares | 8,805,011 | ||||||||||||||||||||||||||||
B H P Capital N Y Inc And Quick Capital L L C [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 66,666,667 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,298,852 | ||||||||||||||||||||||||||||
Gpl Ventures Llc [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible Debt | $ 100,000 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||||||
Interest Payable | $ 0 | $ 0 | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 60% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | d / TradingDays | 20 | ||||||||||||||||||||||||||||
BHP [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 66,667 | ||||||||||||||||||||||||||||
Unsecured Convertible Promissory Note [Member] | Labrys Fund Ltd [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | [1] | $ 49,863 | $ 49,863 | ||||||||||||||||||||||||||
Unsecured Convertible Promissory Note [Member] | Gpl Ventures Llc [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | $ 10,762 | ||||||||||||||||||||||||||||
Secured Convertible Promissory Note One [Member] | Quick Capital, LLC [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | [2] | 126,472 | 126,472 | 194,943 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | 592,004 | 592,004 | 421,030 | ||||||||||||||||||||||||||
Interest Payable | 0 | 0 | 0 | ||||||||||||||||||||||||||
Secured Convertible Promissory Note One [Member] | B H P Capital N Y Inc And Quick Capital L L C [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible Debt | $ 666,667 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 14, 2022 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 66,666,667 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% | ||||||||||||||||||||||||||||
Number shares of common stock and warrant | shares | 2,298,852 | ||||||||||||||||||||||||||||
Secured Convertible Promissory Note Two [Member] | BHP Capital NY [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | [3] | 140,639 | 140,639 | $ 203,748 | |||||||||||||||||||||||||
Secured Convertible Promissory Note Two [Member] | B H P Capital N Y Inc And Quick Capital L L C [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible Debt | $ 666,667 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 14, 2022 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 66,666,667 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% | ||||||||||||||||||||||||||||
Number shares of common stock and warrant | shares | 2,298,852 | ||||||||||||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Quick Capital, LLC [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | 126,472 | 126,472 | |||||||||||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | BHP Capital NY [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | 140,639 | 140,639 | |||||||||||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Labrys Fund LP [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Total | $ 49,863 | $ 49,863 | |||||||||||||||||||||||||||
[1]On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1,750 1 12% 5,000,000 0.02 5 1,000,000 100,000 2,959 25,570.55 12,000 8,000,000 74,429.45 8,805,011 666,667 October 14, 2022 0.01 30% 1 ) year and bears interest at 10 % annually. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 592,004 principal plus $ 0 interest were due on the Quick Capital Note. As of March 31, 2022, $ 421,030 principal plus $ 0 interest were due on the Quick Capital Note. On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 ). The Note is convertible, in whole or in part, at any time and from time to time before maturity ( October 14, 2022 ) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $ 0.01 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30 %) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one ( 1 ) year and bears interest at 10 % annually. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 for a term of 5 -years. The transaction closed on October 19, 2021. As of December 31, 2021, $ 666,667 principal plus $ 0 interest were due on the BHP Note. As of March 31, 2022, $ 442,667 principal plus $ 0 interest were due on the BHP note. |
SCHEDULE OF CONVERTIBLE NOTE _2
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) (Parenthetical) - USD ($) | Oct. 14, 2022 | Oct. 14, 2021 | Jul. 02, 2021 | Jun. 23, 2020 | Mar. 31, 2022 | Jan. 20, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Jul. 09, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | Sep. 23, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 |
Short-Term Debt [Line Items] | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Debt Instrument, Face Amount | $ 35,340 | $ 39,167 | $ 35,677 | $ 41,000 | $ 64,554 | $ 114,660 | $ 60,000 | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.002135 | $ 0.00906 | ||||||||||||||||
Quick Capital, LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 0% | ||||||||||||||||
Number shares of common stock and warrant | 2,298,852 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Debt Instrument, Face Amount | $ 592,004 | |||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% | 30% | ||||||||||||||||
B H P Capital N Y Inc And Quick Capital L L C [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Gpl Ventures Llc [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||
Interest Payable | 0 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | |||||||||||||||||
Debt Instrument, Description | The Note was convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $ | |||||||||||||||||
Labrys Fund LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.02 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Debt Instrument, Face Amount | $ 25,570.55 | 100,000 | ||||||||||||||||
Interest Payable | $ 12,000 | $ 2,959 | ||||||||||||||||
Debt Instrument, Maturity Date | Jul. 02, 2022 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.015 | |||||||||||||||||
BHP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | |||||||||||||||||
Debt Instrument, Face Amount | $ 66,667 | |||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Labrys Fund Ltd [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 0 | $ 50,137 | ||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Quick Capital, LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 465,532 | $ 0 | ||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Gpl Ventures Llc [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 5,238 | ||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Labrys Fund LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 50,137 | 0 | ||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | BHP Capital NY [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 526,028 | $ 0 | ||||||||||||||||
Secured Convertible Promissory Note One [Member] | Quick Capital, LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 226,087 | 465,532 | ||||||||||||||||
Debt Instrument, Face Amount | 421,030 | 592,004 | ||||||||||||||||
Interest Payable | 0 | 0 | ||||||||||||||||
Secured Convertible Promissory Note One [Member] | B H P Capital N Y Inc And Quick Capital L L C [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||
Number shares of common stock and warrant | 2,298,852 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Debt Instrument, Maturity Date | Oct. 14, 2022 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | |||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% | |||||||||||||||||
Secured Convertible Promissory Note Two [Member] | B H P Capital N Y Inc [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 238,919 | 526,028 | ||||||||||||||||
Debt Instrument, Face Amount | 442,667 | 666,667 | ||||||||||||||||
Interest Payable | $ 0 | $ 0 | ||||||||||||||||
Secured Convertible Promissory Note Two [Member] | B H P Capital N Y Inc And Quick Capital L L C [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||
Number shares of common stock and warrant | 2,298,852 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Debt Instrument, Maturity Date | Oct. 14, 2022 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | |||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Total | $ 675,434 | $ 1,373,211 | $ 43,444 |
Convertible Promissory Note Payable One [Member] | Labrys Fund Ltd [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 17,987 | ||
Convertible Promissory Note Payable One [Member] | Quick Capital, LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 328,954 | 636,989 | |
Convertible Promissory Note Payable One [Member] | B H P Capital N Y Inc [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 346,480 | 718,235 | |
Convertible Promissory Note Payable One [Member] | Gpl Ventures Llc [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 43,444 | ||
Convertible Promissory Note Payable One [Member] | BHP Capital NY [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 718,235 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Derivative [Line Items] | |||
Share Price | $ 0.0032 | $ 0.01 | $ 0.0329 |
Debt Instrument, Convertible, Conversion Price | $ 0.002135 | $ 0.00906 | |
Derivative Liability, Measurement Input term | 174 days | ||
Measurement Input, Price Volatility [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 1.43 | 1.43 | 1.43 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.0242 | 0.0009 | |
Minimum [Member] | |||
Derivative [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.00574 | ||
Derivative Liability, Measurement Input term | 196 days | 182 days | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.0080 | ||
Maximum [Member] | |||
Derivative [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.015 | ||
Derivative Liability, Measurement Input term | 197 days | 287 days | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.0113 |
SUMMARY OF WARRANTS AND OPTIONS
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||||||||||
Oct. 14, 2022 | Jan. 20, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Nov. 30, 2021 | Oct. 14, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Dec. 30, 2020 | Dec. 29, 2020 | Nov. 27, 2020 | Sep. 23, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |||
Number of Options, beginning balance | ||||||||||||||||||||||||||||
Number of Warrants, beginning balance | 80,000 | 6,290,431 | ||||||||||||||||||||||||||
Number of Options and Warrants, beginning balance | 80,000 | 6,290,431 | ||||||||||||||||||||||||||
Warrant issued on July 2, 2021 | [1] | [2] | ||||||||||||||||||||||||||
Warrant issued on July 2, 2021 | [1] | 5,000,000 | 262,500 | [2] | ||||||||||||||||||||||||
Warrant issued on July 2, 2021 | [1] | 5,000,000 | 262,500 | [2] | ||||||||||||||||||||||||
Warrants expired | ||||||||||||||||||||||||||||
Warrants expired | (30,000) | (5,000,000) | ||||||||||||||||||||||||||
Warrants expired | (30,000) | (5,000,000) | ||||||||||||||||||||||||||
Cashless exercise of warrant on September 21, 2021 | ||||||||||||||||||||||||||||
Cashless exercise of warrant on September 21, 2021 | (5,000,000) | (262,500) | ||||||||||||||||||||||||||
Cashless exercise of warrant on September 21, 2021 | (5,000,000) | (262,500) | ||||||||||||||||||||||||||
Warrants expired in October 2020 and November | ||||||||||||||||||||||||||||
Warrants expired in October 2020 and November | (1,210,431) | |||||||||||||||||||||||||||
Warrants expired in October 2020 and November | (1,210,431) | |||||||||||||||||||||||||||
Warrants expired on March 16, 2021 | ||||||||||||||||||||||||||||
Warrants expired on March 16, 2021 | (50,000) | |||||||||||||||||||||||||||
Warrants expired on March 16, 2021 | (50,000) | |||||||||||||||||||||||||||
Two warrants issued on October 14, 2021 | [3] | |||||||||||||||||||||||||||
Two warrants issued on October 14, 2021 | [3] | 133,333,334 | ||||||||||||||||||||||||||
Two warrants issued on October 14, 2021 | [3] | 133,333,334 | ||||||||||||||||||||||||||
Number of Options, ending balance | ||||||||||||||||||||||||||||
Number of Warrants, ending balance | 133,333,334 | 133,333,334 | 80,000 | |||||||||||||||||||||||||
Number of Options and Warrants, ending balance | 133,333,334 | 133,333,334 | 80,000 | |||||||||||||||||||||||||
Warrants expired on June 20, 2020 | ||||||||||||||||||||||||||||
Warrants expired on June 20, 2020 | (5,000,000) | |||||||||||||||||||||||||||
Warrants expired on June 20, 2020 | (5,000,000) | |||||||||||||||||||||||||||
Warrants expired on February 19, 2021 | ||||||||||||||||||||||||||||
Warrants expired on February 19, 2021 | (30,000) | |||||||||||||||||||||||||||
Warrants expired on February 19, 2021 | (30,000) | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00906 | $ 0.002135 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | ||||||||
Labrys Fund LP [Member] | ||||||||||||||||||||||||||||
Convertible Debt | $ 100,000 | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.015 | |||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,000,000 | 4,512,497 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Quick Capital, LLC [Member] | ||||||||||||||||||||||||||||
Convertible Debt | $ 666,667 | |||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 10% | 0% | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 30% | 30% | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,298,852 | |||||||||||||||||||||||||||
[1]On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 100,000 0.015 1 12 July 2, 2021. As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 shares of the Company’s common stock at an exercise price of $ 0.02 for a term of 5 -years. On September 21, 2021, the Company issued Labrys 4,512,497 shares of common stock as a cashless exercise of the warrant. As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 0.015 5 |
SUMMARY OF WARRANTS AND OPTIO_2
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) (Parenthetical) - $ / shares | 12 Months Ended | |||||||||||||||||||||||
Jan. 20, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Nov. 30, 2021 | Oct. 14, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Dec. 30, 2020 | Dec. 29, 2020 | Nov. 27, 2020 | Sep. 23, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | ||||
Labrys Fund LP [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.02 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,000,000 | 4,512,497 | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Labrys Fund LP [Member] | Maximum [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |||||||||||||||||||||||
B H P Capital N Y Inc And Quick Capital L L C [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,298,852 | |||||||||||||||||||||||
Quick Capital, LLC [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,298,852 | |||||||||||||||||||||||
Quick Capital, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666,667 |
SUMMARY OF WARRANTS AND OUTSTAN
SUMMARY OF WARRANTS AND OUTSTANDING (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants Outstanding | 133,333,334 | 133,333,334 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants Outstanding | 133,333,334 | 133,333,334 |
Warrants Exercise Price | $ 0.015 | $ 0.015 |
Warrants and Rights Outstanding, Maturity Date | Oct. 14, 2026 | Oct. 14, 2026 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
May 19, 2022 | Apr. 29, 2022 | Apr. 28, 2022 | Apr. 25, 2022 | Apr. 19, 2022 | Apr. 18, 2022 | Apr. 11, 2022 | Mar. 24, 2022 | Mar. 24, 2022 | Mar. 21, 2022 | Mar. 21, 2022 | Mar. 18, 2022 | Feb. 23, 2022 | Feb. 23, 2022 | Feb. 10, 2022 | Feb. 10, 2022 | Feb. 02, 2022 | Feb. 02, 2022 | Feb. 01, 2022 | Feb. 01, 2022 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 20, 2022 | Jan. 20, 2022 | Jan. 20, 2022 | Jan. 19, 2022 | Jan. 11, 2022 | Jan. 11, 2022 | Jan. 10, 2022 | Jan. 10, 2022 | Jan. 06, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 08, 2021 | Nov. 30, 2021 | Nov. 15, 2021 | Oct. 19, 2021 | Oct. 15, 2021 | Oct. 14, 2021 | Oct. 06, 2021 | Oct. 05, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Mar. 19, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Dec. 30, 2020 | Dec. 29, 2020 | Nov. 27, 2020 | Sep. 23, 2020 | Sep. 09, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Jan. 24, 2020 | Jan. 22, 2020 | Jun. 26, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 08, 2022 | Mar. 25, 2022 | Feb. 11, 2022 | Feb. 09, 2022 | Jul. 11, 2021 | Jul. 10, 2021 | Jun. 03, 2020 | Dec. 31, 2019 | Aug. 23, 2017 | Jul. 18, 2010 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 31,000 | 31,000 | 31,000 | 31,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 2,000,000 | 5,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current | $ 92,546 | $ 94,175 | $ 86,307 | $ 92,546 | $ 86,307 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 1,000,000,000 | 250,000,000 | 500,000,000 | 250,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 39,167 | $ 35,677 | $ 41,000 | $ 35,340 | $ 64,554 | $ 114,660 | $ 60,000 | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | $ 39,167 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 28,860 | 19,000 | $ 7,610 | 114,748 | 72,690 | 98,774 | 120,540 | 123,600 | 23,357 | 24,000 | 20,000 | 17,852 | 52,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 68,027 | 60,000 | 25,610 | 158,810 | 108,804 | 163,517 | 235,200 | 183,600 | 41,051 | $ 163,000 | 48,000 | 60,000 | 26,778 | 72,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 39,167 | 41,000 | 18,000 | 44,062 | 36,114 | 64,743 | $ 114,660 | $ 60,000 | 17,694 | $ 24,000 | $ 40,000 | 8,926 | $ 20,000 | $ 39,167 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 5,323 | $ 18,000 | $ 3,062 | $ 774 | $ 189 | 494 | 726 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 247,015,579 | 406,333,999 | 129,836,060 | 247,015,579 | 129,836,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 247,015,579 | 40,000,000 | 406,333,999 | 129,836,060 | 247,015,579 | 129,836,060 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 14,652 | $ 29,850 | $ 29,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Net | $ 1,200 | $ 1,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,298,852 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,142,857 | 12,605,042 | 8,805,111 | 7,722,008 | 6,265,664 | 8,000,000 | 8,000,000 | 5,714,286 | 5,714,286 | 9,070,295 | 5,673,765 | 5,673,765 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 20,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 20,000 | $ 20,000 | $ 74,429 | $ 74,429 | $ 25,571 | $ 25,571 | $ 25,571 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 50,794 | $ 50,794 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 31,086 | 47,899 | 40,816 | $ 44,788 | $ 34,461 | 52,800 | 44,571 | 45,143 | 69,841 | $ 56,738 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | 20,000 | $ 20,000 | 30,000 | $ 30,000 | 76,604 | $ 76,604 | $ 30,000 | 30,000 | $ 25,000 | 25,000 | $ 69,600 | 69,600 | 69,600 | $ 30,000 | 30,000 | $ 30,000 | 30,000 | $ 50,794 | 50,794 | $ 32,667 | 32,667 | $ 32,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 15,660,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Thousand Twenty One Stock Option Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 40,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Thousand Twenty One Stock Option Incentive Plan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 15,660,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Stock Option Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Voting Rights | Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. | Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 500,000,000 | 500,000,000 | 250,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 1,020,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,344,595 | 7,225,972 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 33,888 | $ 51,369 | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 102,098 | 63,589 | 83,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 4,344,595 | 115,616 | 123,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | 33,888 | 52,027 | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 68,210 | $ 658 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,220,000 | 750,000 | 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 222 | $ 75 | $ 75 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 14,285,714 | 8,403,361 | 10,084,034 | 6,606,111 | 6,802,721 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 34,000 | $ 34,000 | 20,000 | $ 20,000 | 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 47,395 | $ 28,406 | 34,014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 30,000 | 30,000 | $ 20,000 | 20,000 | 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 51,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 76,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock One [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,163,265 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 30,000 | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 48,571 | 31,933 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 34,000 | 34,000 | $ 20,000 | 20,000 | $ 30,000 | 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 11,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 48,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 766,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 14,285,714 | 8,403,361 | 12,605,042 | 10,084,034 | 6,606,111 | 8,163,265 | 7,722,008 | 6,265,664 | 8,000,000 | 5,714,286 | 5,714,286 | 9,070,295 | 5,673,765 | 6,802,721 | 5,714,286 | 4,264,392 | 2,082,128 | 3,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 34,000 | 34,000 | $ 20,000 | 20,000 | $ 30,000 | $ 30,000 | 30,000 | $ 20,000 | 20,000 | $ 30,000 | 30,000 | $ 30,000 | 30,000 | $ 25,000 | 25,000 | $ 25,571 | 25,571 | 25,571 | $ 30,000 | 30,000 | $ 30,000 | 30,000 | $ 50,794 | 50,794 | $ 32,667 | 32,667 | 32,667 | $ 39,167 | $ 35,677 | 39,167 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 14,571 | 11,933 | 17,269 | 17,395 | 8,406 | 10,816 | 14,788 | 9,461 | 16,800 | 14,571 | 14,857 | 19,048 | 24,071 | 28,860 | 19,000 | $ 17,697 | $ 7,610 | $ 27,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 48,571 | 31,933 | 47,269 | 47,395 | 28,406 | 40,816 | 44,788 | 34,461 | 52,800 | 44,571 | 44,857 | 69,841 | 56,738 | 68,027 | 60,000 | 49,041 | 25,610 | 57,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 34,000 | 34,000 | $ 20,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 20,000 | $ 20,000 | $ 30,000 | 30,000 | $ 30,000 | $ 30,000 | $ 25,000 | $ 25,000 | 69,600 | $ 69,600 | $ 69,600 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 50,794 | $ 50,794 | $ 32,667 | $ 32,667 | $ 32,667 | $ 39,167 | 41,000 | 31,343 | 18,000 | 30,000 | $ 39,167 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 44,029 | $ 5,323 | $ 31,343 | $ 18,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,748,328 | 6,000,000 | 11,065,760 | 9,070,295 | 15,419,501 | 9,291,521 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 34,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 6,445 | 6,180 | 9,904 | 10,839 | 30,762 | 19,024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 17,546 | 19,200 | 34,304 | 30,839 | 64,762 | 39,024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 34,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Bradford [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 144,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,040,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 2,000,000 | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 48,000 | $ 98,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,616,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 850,000 | 766,379 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,220,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,142,857 | 6,802,721 | 2,448,980 | 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 20,000 | 20,000 | $ 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 11,086 | 9,014 | $ 10,163 | $ 16,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 31,086 | 34,014 | 28,163 | 34,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 20,000 | $ 20,000 | $ 25,000 | 25,000 | 18,000 | 18,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 18,000 | $ 18,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,805,011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 74,429 | 74,429 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 32,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 44,025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | 76,604 | $ 76,604 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 2,174 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeremy Lyell [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Employees [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,512,497 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 766,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,616,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 766,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Maximum [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Minimum [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | 1,000,000,000 | 5,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | Amwaste Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Two Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,298,852 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Lloyd Spencer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,020,000 | 840,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,768 | $ 33,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. | The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Conversion Agreement [Member] | Saint James [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion description | The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Bill Edmonds [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 25,000 | 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 31,000 | 31,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services |
SCHEDULE OF PROVISION FOR (BENE
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Expected tax at 21% | $ (104,455) | $ (68,909) | $ (714,181) | $ (153,840) |
Non-deductible stock-based compensation | 30,504 | 11,474 | 83,391 | 57,151 |
Non-deductible (non-taxable) derivative liability expense (income) | (146,533) | 33,167 | 190,957 | (16,077) |
Non-deductible amortization of debt discounts | 122,380 | 4,268 | 177,882 | 24,495 |
Non-deductible loss on conversions of convertible notes payable | 30,654 | 193,994 | 28,982 | |
Increase (decrease) in Valuation allowance | 67,450 | 20,000 | 67,957 | 59,289 |
Provision for (benefit from) income taxes | ||||
Provision for (benefit from) income taxes |
SCHEDULE OF PROVISION FOR (BE_2
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100% | |
Income Tax Examination, Description | The net operating loss carryforward at March 31, 2022 for the years 2002 to 2017 expires in varying amounts from year 2022 to year 2037. | The net operating loss carryforward at December 31, 2021 for the years 2001 to 2017 expires in varying amounts from year 2021 to year 2037. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Jan. 20, 2022 | Jan. 19, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 10, 2021 | Nov. 30, 2021 | Sep. 21, 2021 | Sep. 10, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | Jun. 09, 2021 | May 12, 2021 | May 10, 2021 | Feb. 17, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 29, 2020 | Nov. 27, 2020 | Sep. 23, 2020 | Sep. 09, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Jan. 24, 2020 | Jan. 09, 2020 | Dec. 04, 2019 | Jul. 17, 2017 | Jan. 02, 2016 | Jul. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | May 10, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Payments for Rent | $ 70 | ||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 176,259 | $ 45,790 | $ 491,770 | $ 149,619 | |||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 145,259 | 29,850 | 397,100 | 272,147 | |||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current | $ 92,546 | $ 92,546 | $ 86,307 | $ 94,175 | $ 86,307 | $ 92,546 | $ 86,307 | ||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | [1] | [2] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 68,027 | $ 60,000 | $ 25,610 | $ 158,810 | $ 108,804 | $ 163,517 | $ 235,200 | $ 183,600 | $ 41,051 | $ 163,000 | $ 48,000 | $ 60,000 | $ 26,778 | $ 72,800 | |||||||||||||||||||||||||||||
Share Price | $ 0.01 | $ 0.01 | $ 0.0329 | $ 0.0032 | $ 0.0329 | $ 0.01 | $ 0.0329 | ||||||||||||||||||||||||||||||||||||
Accounts Payable, Current | $ 3,098,770 | $ 3,098,770 | $ 2,948,964 | $ 3,095,020 | $ 2,948,964 | $ 3,098,770 | $ 2,948,964 | ||||||||||||||||||||||||||||||||||||
Two Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amount claimed | 387,535 | 387,535 | 387,535 | ||||||||||||||||||||||||||||||||||||||||
Simons Island [Member] | First Storage Yards [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Payments for Rent | 500 | ||||||||||||||||||||||||||||||||||||||||||
Simons Island [Member] | Second Storage Yards [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Payments for Rent | 100 | ||||||||||||||||||||||||||||||||||||||||||
Factor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amount claimed | 387,535 | ||||||||||||||||||||||||||||||||||||||||||
One Customer and Two Vendors [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Payable, Current | 487,615 | 487,615 | 487,615 | 487,615 | |||||||||||||||||||||||||||||||||||||||
Other Vendors [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Payable, Current | 2,607,405 | ||||||||||||||||||||||||||||||||||||||||||
Other Vendors and Credit Card Companies [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Payable, Current | 2,611,155 | 2,611,155 | 2,611,155 | ||||||||||||||||||||||||||||||||||||||||
Lyell Environmental Services Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Payments for Rent | 2,000 | ||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Sylios Corp [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Agreement term | 1 | ||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||
Amended Consulting Agreement [Member] | Sylios Corp [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 10,000 | $ 10,000 | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 1.50% | 3.50% | 4.76% | ||||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Agreement term | two-year period | five-year term | two-year period | ||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 108,000 | ||||||||||||||||||||||||||||||||||||||||||
Base salary increase percentage | 10% | ||||||||||||||||||||||||||||||||||||||||||
Deferred base salary percentage | 7% | ||||||||||||||||||||||||||||||||||||||||||
Cash bonus percentage | 1.50% | ||||||||||||||||||||||||||||||||||||||||||
Adjusted ebitda | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Equity | $ 19,947 | ||||||||||||||||||||||||||||||||||||||||||
Ownership interest agreement description | upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional one and one half percent | ||||||||||||||||||||||||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Compensation expense | 3,500 | 3,500 | |||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | 10,500 | 10,500 | |||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 57,750 | 47,250 | |||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current | 3,695 | 3,695 | 3,760 | 3,695 | |||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Remit Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 84,000 | ||||||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Defer Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 24,000 | ||||||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Incentive Stock Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 1.50% | ||||||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Incentive Stock Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Ownership interest agreement description | upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional one and one half percent | ||||||||||||||||||||||||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Incentive Bonus percentage | 1.50% | ||||||||||||||||||||||||||||||||||||||||||
David A. Bradford [Member] | Employment and Director Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | 42,000 | 42,000 | $ 19,250 | 19,250 | 42,000 | $ 19,250 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 47,250 | 10,500 | |||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current | 3,695 | 3,695 | $ 3,446 | 3,446 | 3,695 | $ 3,446 | |||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 2.25% | ||||||||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Agreement term | two-year period | five-year term | two-year period | ||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Base salary increase percentage | 10% | ||||||||||||||||||||||||||||||||||||||||||
Deferred base salary percentage | 7% | ||||||||||||||||||||||||||||||||||||||||||
Cash bonus percentage | 2.50% | ||||||||||||||||||||||||||||||||||||||||||
Adjusted ebitda | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Ownership interest agreement description | upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent | ||||||||||||||||||||||||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Incentive Bonus percentage | (2.50%) | ||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current | 88,851 | 88,851 | $ 82,861 | 90,415 | $ 82,861 | 88,851 | $ 82,861 | ||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Remit Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 160,000 | ||||||||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Defer Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Incentive Stock Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 2.25% | ||||||||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Incentive Stock Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Ownership interest agreement description | upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent ( | ||||||||||||||||||||||||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Incentive Bonus percentage | 2.50% | ||||||||||||||||||||||||||||||||||||||||||
Mr. Edmonds [Member] | Board of Directors Services Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||
Mr. Spencer [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 20,400 | $ 16,779 | 20,400 | 69,147 | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,040,000 | 850,000 | |||||||||||||||||||||||||||||||||||||||||
Mr. Spencer [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Compensation expense | $ 3,500 | 3,500 | |||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | 10,500 | $ 10,500 | |||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 20,400 | $ 69,147 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 6,120,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 170,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | three-year period | ||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,020,000 | 840,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,768 | $ 33,600 | |||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,040,000 | 850,000 | |||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 20,400 | $ 16,779 | |||||||||||||||||||||||||||||||||||||||||
Workers' Compensation Liability | $ 47,250 | 47,250 | 57,750 | 47,250 | |||||||||||||||||||||||||||||||||||||||
Mr. Spencer [Member] | Board of Directors Services Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | 20,000 | 20,000 | 25,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||
Mr. Spencer [Member] | Written Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 170,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | three-year period | ||||||||||||||||||||||||||||||||||||||||||
Mr. Spencer [Member] | Written Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 6,120,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,616,379 | ||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,040,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 850,000 | 766,379 | |||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,020,000 | 840,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,768 | $ 33,600 | |||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | $ 19,250 | $ 19,250 | $ 19,250 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 42,000 | ||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Share Price | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | Employment and Director Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Workers' Compensation Liability | $ 42,000 | $ 42,000 | $ 10,500 | $ 10,500 | $ 42,000 | $ 10,500 | |||||||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 766,379 | ||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 11,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued Salaries | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||
Share Price | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
[1]On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 100,000 0.015 1 12 July 2, 2021. As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 shares of the Company’s common stock at an exercise price of $ 0.02 for a term of 5 -years. On September 21, 2021, the Company issued Labrys 4,512,497 shares of common stock as a cashless exercise of the warrant. |
GOING CONCERN UNCERTAINITY (Det
GOING CONCERN UNCERTAINITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 5,269 | $ 36,619 | $ 757 | |
Assets, Current | 228,264 | 231,280 | 757 | |
Liabilities, Current | 5,528,868 | 5,992,412 | 4,373,037 | |
Retained Earnings (Accumulated Deficit) | 11,674,622 | 11,177,216 | 7,776,354 | |
Net Cash Provided by (Used in) Operating Activities | $ 195,848 | $ 59,737 | $ 493,003 | $ 131,453 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
May 19, 2022 | Apr. 29, 2022 | Apr. 28, 2022 | Apr. 27, 2022 | Apr. 25, 2022 | Apr. 19, 2022 | Apr. 18, 2022 | Mar. 24, 2022 | Mar. 24, 2022 | Mar. 21, 2022 | Mar. 21, 2022 | Mar. 18, 2022 | Feb. 28, 2022 | Feb. 23, 2022 | Feb. 23, 2022 | Feb. 10, 2022 | Feb. 10, 2022 | Feb. 02, 2022 | Feb. 02, 2022 | Feb. 01, 2022 | Feb. 01, 2022 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 20, 2022 | Jan. 20, 2022 | Jan. 20, 2022 | Jan. 19, 2022 | Jan. 11, 2022 | Jan. 11, 2022 | Jan. 10, 2022 | Jan. 10, 2022 | Jan. 06, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 08, 2021 | Nov. 30, 2021 | Nov. 15, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 12, 2021 | Dec. 30, 2020 | Dec. 29, 2020 | Nov. 27, 2020 | Sep. 23, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 08, 2022 | Mar. 31, 2022 | Mar. 25, 2022 | Feb. 09, 2022 | Oct. 05, 2021 | Jul. 11, 2021 | Jul. 10, 2021 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,802,721 | 5,714,286 | 2,082,128 | 4,512,497 | 7,823,177 | 1,000,000 | 4,629,964 | 8,300,345 | 14,700,000 | 6,000,000 | 10,000,000 | 1,769,447 | 10,000,000 | 4,000,000 | 262,481 | 4,000,000 | 892,592 | 2,000,000 | 85,636,560 | 14,662,039 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 39,167 | $ 35,677 | $ 41,000 | $ 35,340 | $ 64,554 | $ 114,660 | $ 60,000 | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | $ 39,167 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 28,860 | 19,000 | $ 7,610 | 114,748 | 72,690 | 98,774 | 120,540 | 123,600 | 23,357 | 24,000 | 20,000 | 17,852 | 52,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 68,027 | 60,000 | 25,610 | 158,810 | 108,804 | 163,517 | 235,200 | 183,600 | 41,051 | $ 163,000 | 48,000 | 60,000 | 26,778 | 72,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 39,167 | $ 41,000 | $ 18,000 | $ 44,062 | $ 36,114 | $ 64,743 | $ 114,660 | $ 60,000 | $ 17,694 | $ 24,000 | $ 40,000 | $ 8,926 | $ 20,000 | $ 39,167 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 247,015,579 | 247,015,579 | 129,836,060 | 406,333,999 | 40,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 1,750 | $ 1,750 | $ 2,279 | $ 2,279 | $ 2,279 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Default amounts | $ 28,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee | 1,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 76,604 | 76,604 | $ 69,600 | $ 69,600 | $ 69,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 316,974 | $ 316,974 | $ 10,762 | $ 398,691 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00906 | $ 0.002135 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 250,000,000 | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00574 | $ 0.00574 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.015 | $ 0.015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 51,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 76,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,344,595 | 7,225,972 | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 33,888 | $ 51,369 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 102,098 | 63,589 | 83,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 4,344,595 | 115,616 | 123,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 33,888 | $ 52,027 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 500,000,000 | 500,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 2,220,000 | 2,220,000 | 2,220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 2,040,000 | 2,040,000 | 2,040,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 14,285,714 | 8,403,361 | 12,605,042 | 10,084,034 | 6,606,111 | 8,163,265 | 7,722,008 | 6,265,664 | 8,000,000 | 5,714,286 | 5,714,286 | 9,070,295 | 5,673,765 | 6,802,721 | 5,714,286 | 4,264,392 | 2,082,128 | 3,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 34,000 | $ 34,000 | $ 20,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 20,000 | $ 20,000 | $ 30,000 | 30,000 | $ 30,000 | $ 30,000 | $ 25,000 | $ 25,000 | $ 25,571 | $ 25,571 | $ 25,571 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 50,794 | $ 50,794 | $ 32,667 | $ 32,667 | $ 32,667 | $ 39,167 | $ 35,677 | $ 39,167 | |||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 14,571 | 11,933 | 17,269 | 17,395 | 8,406 | 10,816 | 14,788 | 9,461 | 16,800 | 14,571 | 14,857 | 19,048 | 24,071 | 28,860 | 19,000 | $ 17,697 | $ 7,610 | $ 27,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 48,571 | 31,933 | 47,269 | 47,395 | 28,406 | 40,816 | 44,788 | 34,461 | 52,800 | 44,571 | 44,857 | 69,841 | 56,738 | 68,027 | 60,000 | 49,041 | 25,610 | 57,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | 34,000 | $ 34,000 | 20,000 | $ 20,000 | $ 30,000 | 30,000 | 30,000 | 20,000 | 20,000 | 30,000 | $ 30,000 | 30,000 | $ 30,000 | 25,000 | $ 25,000 | $ 69,600 | $ 69,600 | $ 69,600 | 30,000 | $ 30,000 | 30,000 | $ 30,000 | 50,794 | $ 50,794 | 32,667 | $ 32,667 | $ 32,667 | $ 39,167 | $ 41,000 | $ 31,343 | $ 18,000 | $ 30,000 | $ 39,167 | ||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 11,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | Equity Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 11,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Bradford [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Bradford [Member] | Equity Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,040,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | Equity Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,142,857 | 12,605,042 | 8,805,111 | 7,722,008 | 6,265,664 | 8,000,000 | 8,000,000 | 5,714,286 | 5,714,286 | 9,070,295 | 5,673,765 | 5,673,765 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 20,000 | $ 20,000 | 30,000 | $ 30,000 | 30,000 | $ 30,000 | 20,000 | $ 20,000 | 74,429 | $ 74,429 | $ 25,571 | $ 25,571 | $ 25,571 | 30,000 | $ 30,000 | 30,000 | $ 30,000 | 50,794 | $ 50,794 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 31,086 | 47,899 | 40,816 | $ 44,788 | $ 34,461 | 52,800 | 44,571 | 45,143 | 69,841 | $ 56,738 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | 20,000 | 20,000 | 30,000 | 30,000 | 76,604 | 76,604 | 30,000 | 30,000 | 25,000 | 25,000 | 69,600 | 69,600 | 69,600 | $ 30,000 | 30,000 | $ 30,000 | 30,000 | $ 50,794 | 50,794 | 32,667 | 32,667 | $ 32,667 | |||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 424 | 424 | $ 30,000 | 30,000 | $ 25,000 | 25,000 | $ 12,000 | $ 12,000 | 12,000 | $ 32,667 | 32,667 | $ 32,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Excess Amount | 11,086 | 17,899 | 10,816 | $ 14,788 | $ 9,461 | $ 14,571 | $ 15,143 | $ 19,047 | $ 24,071 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 15,660,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock deficit amount | 32,578 | $ 17,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture | $ 44,026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 187,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1,000% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 170,330.64 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,163,265 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 30,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 48,571 | 31,933 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | 34,000 | 34,000 | 20,000 | 20,000 | 30,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Excess Amount | $ 14,571 | $ 11,933 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 14,285,714 | 8,403,361 | 10,084,034 | 6,606,111 | 6,802,721 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 34,000 | $ 34,000 | $ 20,000 | $ 20,000 | 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 47,395 | $ 28,406 | 34,014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 30,000 | 30,000 | $ 20,000 | 20,000 | $ 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Excess Amount | $ 17,395 | $ 8,406 | $ 9,014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Finder Fee Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,337,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 18,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Noteholder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,748,328 | 6,000,000 | 11,065,760 | 9,070,295 | 15,419,501 | 9,291,521 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 34,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion of debt | 6,445 | 6,180 | 9,904 | 10,839 | 30,762 | 19,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 17,546 | 19,200 | 34,304 | 30,839 | 64,762 | 39,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 34,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 4,489.92 |