Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | AMERICAN REBEL HOLDINGS, INC. |
Entity Central Index Key | 0001648087 |
Entity Primary SIC Number | 7372 |
Entity Tax Identification Number | 47-3892903 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 718 Thompson Lane |
Entity Address, Address Line Two | Suite 108-199 |
Entity Address, City or Town | Nashville |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37204 |
City Area Code | (833) |
Local Phone Number | 267-3235 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 986,826 | $ 1,255,703 |
Cost of goods sold | 812,130 | 952,511 |
Gross margin | 174,696 | 303,192 |
Expenses: | ||
Consulting – business development | 2,012,803 | 529,094 |
Product development costs | 330,353 | 320,472 |
Marketing and brand development costs | 171,030 | 390,294 |
Administrative and other | 968,306 | 1,773,529 |
Depreciation expense | 3,643 | 61,724 |
Total operating expenses | 3,486,135 | 3,075,113 |
Operating income (loss) | (3,311,439) | (2,771,921) |
Other Income (Expense) | ||
Interest expense | (2,061,782) | (2,292,957) |
Loss on Extinguishment of Debt | (725,723) | (916,204) |
Net income (loss) before income tax provision | (6,098,944) | (5,981,082) |
Provision for income tax | ||
Net income (loss) | $ (6,098,944) | $ (5,981,082) |
Basic and diluted income (loss) per share | $ (4.85) | $ (7.93) |
Weighted average common shares outstanding - basic and diluted | 1,258,000 | 754,000 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 17,607 | $ 60,899 |
Accounts Receivable | 100,746 | 176,844 |
Prepaid expense | 163,492 | 48,640 |
Inventory | 685,854 | 681,709 |
Inventory deposits | 141,164 | |
Total Current Assets | 967,699 | 1,109,256 |
Property and Equipment, net | 900 | 5,266 |
OTHER ASSETS: | ||
Lease Deposit | 6,841 | |
Investment | ||
Total Other Assets | 6,841 | |
TOTAL ASSETS | 968,599 | 1,121,363 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expense | 1,032,264 | 540,168 |
Accrued Interest – Convertible Debenture – Related Party | 203,972 | 603,471 |
Loan – Officer - Related party | 10,373 | 4,526 |
Loan – Working Capital | 3,879,428 | 4,672,096 |
Loans - Nonrelated parties | 12,939 | 15,649 |
Total Current Liabilities | 5,138,976 | 5,835,910 |
Convertible Debenture –Related party | 297,890 | |
TOTAL LIABILITIES | 5,138,976 | 6,133,800 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 376,501, and 0 issued and outstanding, respectively at December 31, 2021 and December 31, 2020 | ||
Preferred Shares A | 100 | |
Preferred Shares B | 277 | |
Common Stock, $0.001 par value; 600,000,000 shares authorized; 1,597,370 and 910,100 issued and outstanding, respectively at December 31, 2021 and December 31, 2020 | 1,597 | 910 |
Additional paid in capital | 22,797,306 | 15,857,366 |
Accumulated deficit | (26,969,657) | (20,870,713) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (4,170,377) | (5,012,437) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 968,599 | $ 1,121,363 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 17,607 | $ 60,899 | |
Accounts Receivable | 100,746 | 176,844 | |
Prepaid expense | 163,492 | 48,640 | |
Inventory | 685,854 | 681,709 | |
Inventory deposits | 141,164 | ||
Total Current Assets | 967,699 | 1,109,256 | |
Property and Equipment, net | 900 | 5,266 | |
OTHER ASSETS: | |||
Lease Deposit | 6,841 | ||
Investment | |||
Total Other Assets | 6,841 | ||
TOTAL ASSETS | 968,599 | 1,121,363 | |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expense | 1,032,264 | 540,168 | |
Accrued Interest – Convertible Debenture – Related Party | 203,972 | 603,471 | |
Loan – Officer - Related party | 10,373 | 4,526 | |
Loan – Working Capital | 3,879,428 | 4,672,096 | |
Loans - Nonrelated parties | 12,939 | 15,649 | |
Total Current Liabilities | 5,138,976 | 5,835,910 | |
Convertible Debenture –Related party | 297,890 | ||
TOTAL LIABILITIES | 5,138,976 | 6,133,800 | |
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 376,501, and 0 issued and outstanding, respectively at December 31, 2021 and December 31, 2020 | |||
Preferred Shares A | 100 | ||
Preferred Shares B | 277 | ||
Common Stock, $0.001 par value; 600,000,000 shares authorized; 1,597,370 and 910,100 issued and outstanding, respectively at December 31, 2021 and December 31, 2020 | 1,597 | 910 | |
Additional paid in capital | 22,797,306 | 15,857,366 | |
Accumulated deficit | (26,969,657) | (20,870,713) | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (4,170,377) | (5,012,437) | $ (2,947,016) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 968,599 | $ 1,121,363 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Shares Issued | 376,501 | 0 | |
Preferred Stock, Shares Outstanding | 376,501 | 319,659 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | |
Common Stock, Shares, Issued | 1,597,370 | 910,100 | |
Common Stock, Shares, Outstanding | 1,597,370 | 910,100 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – December 31, 2020- at Dec. 31, 2019 | $ 538 | $ 11,942,077 | $ (14,889,631) | $ (2,947,016) | |
Beginning balance, shares at Dec. 31, 2019 | 538,276 | ||||
Common Stock issued as compensation. | $ 372 | 3,915,289 | 3,915,661 | ||
Common Stock issued as compensation, shares | 371,824 | ||||
Net loss | (5,981,082) | (5,981,082) | |||
Balance – December 31, 2021- at Dec. 31, 2020 | $ 910 | 15,857,366 | (20,870,713) | (5,012,437) | |
Ending balance, shares at Dec. 31, 2020 | 910,100 | ||||
Common Stock issued as compensation. | $ 546 | 2,501,899 | 2,502,445 | ||
Common Stock issued as compensation, shares | 546,292 | ||||
Net loss | (6,098,944) | (6,098,944) | |||
Issue of Preferred Stock Series A | 100 | (100) | 0 | ||
Sale of Preferred Stock Series B | 50 | 547,455 | 547,505 | ||
Conversion of debt | $ 96 | 227 | 2,691,618 | 2,691,941 | |
Conversion of debt, shares | 96,336 | ||||
Warrants issued as compensation | 974,113 | 974,113 | |||
Sale of Common Stock | $ 45 | 224,955 | 225,000 | ||
Sale of Common Stock, shares | 44,643 | ||||
Balance – December 31, 2021- at Dec. 31, 2021 | $ 1,597 | $ 377 | $ 22,797,306 | $ (26,969,657) | $ (4,170,377) |
Ending balance, shares at Dec. 31, 2021 | 1,597,370 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (6,098,944) | $ (5,981,082) |
Depreciation | 3,643 | 61,724 |
Compensation paid through issuance of Common Stock | 3,476,559 | 2,786,931 |
Amortization of loan discount | 1,262,109 | 708,975 |
Adjustments to reconcile net loss to cash (used in) operating activities: | ||
Accounts Receivable | 75,334 | 54,938 |
Prepaid Expenses | (8,010) | 254,160 |
Inventory | (4,145) | 124,137 |
Inventory Deposits | 141,164 | (49,524) |
Accounts Payable and Accrued Expense | 304,445 | 65,102 |
Net Cash (Used in) Operating Activities | (847,845) | (1,974,639) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Property and equipment purchased | ||
Net Cash (Used in) Investing Activities | ||
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common and preferred stock | 772,505 | |
Proceeds (repayments) of loans – officer - related party | 35,548 | 51,083 |
Proceeds of working capital loan | 2,244,100 | 2,869,171 |
Repayment of loans – nonrelated party | (2,247,600) | (1,016,372) |
Net Cash Provided by Financing Activities | 804,553 | 1,903,882 |
CHANGE IN CASH | (43,292) | (70,757) |
CASH AT BEGINNING OF PERIOD | 60,899 | 131,656 |
CASH AT END OF PERIOD | 17,607 | 60,899 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 214,798 | 168,834 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of Debt to Equity | $ 2,691,940 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The “Company” was incorporated on December 15, 2014 Nevada The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 217,763 shares of its Common Stock and issued warrants to purchase 6,250 shares of Common Stock to shareholders of American Rebel, Inc. and cancelled 112,500 shares of Common Stock owned by American Rebel, Inc. The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $ 0.80 60,000 December 11, 2015 Nature of operations The Company is developing branded products in the self-defense, safe storage and patriotic product areas that are promoted and sold using personal appearance, music, internet and television avenues. The Company’s products will be under the American Rebel Brand and imprinted. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. Year end The Company’s year-end is December 31. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Inventory and Inventory Deposits Inventory consists of safes, backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five seven years Revenue recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company adopted this ASC on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on the Company’s ongoing net income, the Company did implement changes to our processes related to revenue recognition and the control activities within them. Advertising costs Advertising costs are expensed as incurred; Marketing costs incurred were $ 171,030 and $ 390,294 for the years ended December 31, 2021 and 2020, respectively. Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the “FASB”) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Earnings per share The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when Common Stock equivalents, if any, are anti-dilutive they are not considered in the computation. Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2021 and December 31, 2020, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2021 and 2020, respectively, no income tax expense has been recorded. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2021 and believes that none have a material effect on the Company’s financial statements. Concentration Risk In 2021, the Company purchased a substantial portion (over 20 %) of inventory from two third-party vendors. As of December 31, 2021, the net amount due to the vendors (accounts payable and accrued expense) was $ 0 . Similarly, as of December 31, 2020, the net amount due to the vendors (accounts payable and accrued expenses) was also $ 0 . The loss of these manufacturing vendor relationships could have a material effect on the Company, but the Company believes there are numerous other suppliers that could be substituted should these suppliers become unavailable or non-competitive. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred net income (losses) for the years ended December 31, 2021, and 2020 of ($6,098,944) and ($5,981,082) , respectively. The Company’s accumulated deficit was ($26,969,657) as of December 31, 2021, and ($20,870,713) as of December 31, 2020. The Company’s working capital deficit was ($4,171,277) as of December 31, 2021, and a deficit of ($4,726,654) as of December 31, 2020. In addition, the Company’s development activities since inception have been sustained through equity and debt financing and the deferral of payments on accounts payable and other expenses. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. Management believes holders of its warrants will execute their outstanding warrants generating investment capital for the Company. Management is also in discussion with several investment banks and broker dealers regarding the initiation of a capital campaign. Management believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and Common Stock to institutional and other financial sources. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
INVENTORY AND DEPOSITS
INVENTORY AND DEPOSITS | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY AND DEPOSITS | Note 3- INVENTORY AND DEPOSITS Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS December 31, 2021 December 31, 2020 Inventory - Finished goods $ 685,854 $ 681,709 Inventory deposits - 141,164 Total Inventory and deposits $ 685,854 $ 822,873 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Inventory and deposits include the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2021 2020 Property and equipment include the following: December 31, 2021 December 31, 2020 Marketing equipment $ 32,261 $ 32,261 Vehicles 277,886 277,886 Property and equipment gross 310,147 310,147 Less: Accumulated depreciation (309,247 ) (304,881 ) Net property and equipment $ 900 $ 5,266 For the years ended December 31, 2021, and 2020 we recognized $ 3,643 and $ 61,724 in depreciation expense, respectively. We depreciate these assets over a period of sixty (60) months which has been deemed their useful life. In January 2016 we acquired three vehicles from related parties and assumed the debt secured by the vehicles as described at Note 7 – Notes Payable. Accordingly, the recorded cost of each vehicle is the amount of debt assumed under each related loan, or a total of $ 277,886 . |
RELATED PARTY NOTE PAYABLE AND
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS For the year ended December 31, 2016, the Company received loans from its sole officer and director at the time totaling $ 221,155 . The balance at December 31, 2020 was $ 4,496 . During the year ended December 31, 2021, the Company repaid $ 4,496 of these loans resulting in a balance at December 31, 2021 of $ 0 . During the year ended December 31, 2016, the Company acquired three vehicles from various related parties and assumed the debt secured by each one of the vehicles. Accordingly, the recorded value for each vehicle is the total debt assumed under each related loan, or a total of $ 277,886 Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer and director. Compensation for Mr. Ross was $ 200,000 393,490 180,000 , respectively for the years ended December 31, 2021 and 2020. During the year ended December 31, 2018, holders of convertible debentures exercised their rights to convert the debt 2,060,000 280,529 4,681,058 2,664,787 During the three months ended September 30, 2021, debentures with a face amount of $ 205,000 plus accrued interest was converted to equity. The discounted balance of Convertible Debentures as of September 30, 2021 was $ 0 . |
NOTES PAYABLE _ NON-RELATED PAR
NOTES PAYABLE – NON-RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – NON-RELATED PARTIES | NOTE 6 – NOTES PAYABLE – NON-RELATED PARTIES Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for the assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at December 31, 2021 and December 31, 2020. SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES December 31, December 31, 2021 2020 Loan secured by a tour bus 1,426 interest at 12 % per annum through January 2023 when the remaining balance is payable. $ 12,939 $ 15,649 Total recorded as current liability $ 12,939 $ 15,649 Current and long-term portion. Total loan balance is reported as current because loan was past due and is expected to be repaid within one year. |
NOTES PAYABLE _ WORKING CAPITAL
NOTES PAYABLE – WORKING CAPITAL | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable Working Capital | |
NOTES PAYABLE – WORKING CAPITAL | NOTE 7 – NOTES PAYABLE – WORKING CAPITAL During the year ending December 31, 2020, the Company and the Company’s wholly-owned operating subsidiary completed the sale of additional short term notes and extensions of short term notes under similar terms in the additional principal amount totaling $ 2,869,171 . The notes are secured by a pledge of certain of the Company’s current inventory and the Chief Executive Officer’s personal guaranty. These short term working capital notes mature in 30-180 days. In connection with these notes, the Company issued 215,948 shares of its Common Stock, warrants to purchase 31,875 shares of its Common Stock. The fair value of these share incentives was calculated to be $ 1,660,112 . The fair value of the share incentives was recorded as a discount to the note payable and the discount was amortized over the term of those agreements to interest expense using the straight-line method that approximates the effective interest method. Interest expense recorded as a result of amortization of discount for the year ended December 31, 2020 is $ 1,411,203 . During the year ended December 31, 2020, the Company and the Company’s wholly-owned operating subsidiary completed the conversion of short term notes with a face value of $ 1,080,000 and accrued interest to 121,250 shares of Common Stock with a fair value of $ 1,651,900 , resulting in a Loss on Extinguishment of Debt of $ 916,204 During the year ending December 31, 2021, the Company and the Company’s wholly-owned operating subsidiary completed the sale of additional short term notes and extensions of short term notes under similar terms in the additional principal amount totaling $ 2,244,100 546,292 662,713 1,437,432 1,261,695 During the year ended December 31, 2021, the Company and the Company’s wholly-owned operating subsidiary completed the conversion of short term notes with a face value of $ 1,713,904 96,336 2,691,940 725,723 As of December 31, 2021, and 2020, the outstanding balance due on the working capital notes was $ 3,879,428 and $ 4,672,096 , respectively. SCHEDULE OF NOTE PAYABLE |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES At December 31, 2021 and December 31, 2020, the Company had a net operating loss carryforward of $ 26,969,657 and $ 20,870,713 , respectively, which begins to expire in 2034. Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Deferred tax asset: - - Net operating loss carryforward $ 5,663,628 $ 4,382,850 Total deferred tax asset 5,663,628 4,382,850 Less: Valuation allowance (5,663,628 ) (4,382,850 ) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of December 31, 2021 and December 31, 2020 was $ 5,663,628 and $ 4,382,850 , respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2021 and December 31, 2020 and recognized 100% valuation allowance for each period. Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2021 and 2020: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.00 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 9 – SHARE CAPITAL The Company is authorized to issue 600,000,000 shares of its $ 0.001 par value Common Stock and 10,000,000 shares of its $ 0.001 par value preferred stock. Common Stock and Preferred Stock In February 2020, the Company issued 15,000 240,000 10,125 95,000 4,839,871 shares of its Common Stock to pay consulting fees and interest expense. Total fair value of $ 489,462 80,125 553,820 recorded as an expense. During May 2020, the Company issued 875 7,000 During the year ended December 31, 2020, the Company issued 215,948 issued five-year to sell 31,250 The fair value of these share incentives was calculated to be $ 1,881,761 term of those loan agreements. Interest expense recorded as a result of amortization of discount for the year ended December 31, 2020, is $ 1,411,203 During the year ended December 31, 2020, the Company issued 121,250 1,080,000 1,651,900 916,242 During the year ended December 31, 2020, the Company issued 33,750 375,000 was recorded as an expense. On January 5, 2021, the Company issued 3,875 4.80 per share as an interest payment on an outstanding note. O n January 12, 2021, the Company received an equity investment of $ 50,000 10,417 4.80 The Company entered into a one-year promissory note dated March 4, 2021, in the amount of $ 50,000 12% 7,500 shares of Common Stock to the note holder. On March 5, 2021the Company received an equity investment of $ 100,000 20,833 shares of the Company’s Common Stock by Subscription Agreement at $ 4.80 On March 10, 2021, the Company issued 3,500 shares of Common Stock to pay interest on an outstanding note. On March 10, 2021, the Company issued 3,875 On March 10, 2021, the Company issued 3,991 4.80 On April 9, 2021, in connection with a $ 1,000,000 25,000 8.00 On April 9, 2021, the Company entered into two employment agreements with recently appointed officers, whereby it agreed to issue 109,375 100,000 On April 20, 2021, the Company issued 1,875 On April 22, 2021, the Company entered into a settlement agreement with a current debt holder, whereby the Company agreed to repay the $ 151,688 50,000 25,000 100,688 On June 11, 2021, the Company sold 10,000 7 10,000 12,500 three-year 8.00 On June 14, 2021, the Company sold 5,000 7 5,000 6,250 three 8.00 On June 14, 2021, a holder of various outstanding notes converted outstanding principal and interest to 42,658 7 42,658 53,322 three 8.00 On June 15, 2021, a holder of various outstanding notes converted outstanding principal and interest to 57,143 7 57,143 71,429 three 8.00 On June 15, 2021, a holder of an outstanding note converted outstanding principal and interest to 75,143 7 75,143 93,929 three 8.00 On June 18, 2021, the Company sold 28,572 7 28,572 35,715 three 8.00 On June 21, 2021, a holder of an outstanding note converted a portion of outstanding principal to 50,000 7 50,000 62,500 three 8.00 On June 28, 2021, the Company sold 5,000 7 5,000 6,250 three 8.00 On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 16,000 7 16,000 20,000 three 8.00 On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 8,000 7 8,000 10,000 three 8.00 On June 30, 2021, the Company sold 15,000 7 15,000 18,750 three 8.00 On June 30, 2021, the Company sold 7,143 7 7,143 8,929 three 8.00 On July 21, 2021, the Company issued 15,250 On July 22, 2021, the Company issued 16,250 On July 26, 2021, the Company filed a Certificate of Designation and Amendment with the Nevada Secretary of State to increase the number of shares constituting the Series B Convertible Preferred Stock from 250,000 350,000 On July 26, 2021, the Company sold 7,500 7 7,500 9,375 three 8.00 On July 29, 2021, the Company issued 10,000 On July 30, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 9,416 On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 9,416 On August 4, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 9,416 On August 12, 2021, the Company issued 3,875 On August 18, 2021, the Company issued 53,322 On September 3, 2021, the Company issued 431 On September 8, 2021, the Company issued 3,875 On September 21, 2021, the Company issued 1,250 On September 21, 2021, the Company issued 6,250 On September 30, 2021, the Company issued 1,563 On September 30, 2021, the Company issued 3,750 On September 30, 2021, the Company issued 34,492 On October 25, 2021, the Company issued 13,393 13,393 three 8.00 75,000 On October 29, 2021, the Company issued 14,750 On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 On December 2, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 On December 2, 2021, the Company issued 44,125 On December 2, 2021, the Company issued 18,878 On December 2, 2021, the Company issued 23,705 On December 2, 2021, the Company issued 1,250 At December 31, 2021 and December 31, 2020, there were 1,597,370 910,100 On July 30, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,242 shares of common stock to Rocco LaVista, our VP of Business Development, for services. On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,242 shares of common stock to Charles A. Ross, Jr., our CEO, for services. On August 4, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,241 shares of common stock to Doug E. Grau, our President, for services. On April 9, 2021, in connection with a $ 1,000,000 2,000,000 0.10 five On April 9, 2021, the Company entered into two employment agreements with recently appointed officers, whereby it agreed to issue 8,750,000 8,000,000 On April 20, 2021, the Company issued 150,000 On April 22, 2021, the Company entered into a settlement agreement with a current debt holder, whereby the Company agreed to repay the $ 151,688 50,000 2,000,000 100,688 On June 11, 2021, the Company sold 10,000 7 10,000 1,000,000 three 1 0.10 On June 11, 2021, the Company sold 5,000 7 5,000 500,000 three 1 0.10 On June 14, 2021, a holder of various outstanding notes converted outstanding principal and interest to 42,658 7 42,658 4,265,800 three 1 0.10 On June 15, 2021, a holder of various outstanding notes converted outstanding principal and interest to 57,143 7 57,143 5,714,300 three 1 0.10 On June 15, 2021, a holder of an outstanding note converted outstanding principal and interest to 75,143 7 75,143 7,514,300 three 1 0.10 On June 18, 2021, the Company sold 28,572 7 28,572 2,857,200 three 1 0.10 On June 21, 2021, a holder of an outstanding note converted a portion of outstanding principal to 50,000 7 50,000 5,000,000 three 1 0.10 On June 28, 2021, the Company sold 5,000 7 5,000 500,000 three 1 0.10 On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 16,000 7 16,000 1,600,000 three 1 0.10 On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 8,000 7 8,000 800,000 three 1 0.10 On June 30, 2021, the Company sold 15,000 7 15,000 1,500,000 three 1 0.10 On June 30, 2021, the Company sold 7,143 7 7,143 714,300 three 1 0.10 On June 30, 2021 and December 31, 2020, there were 96,027,242 72,807,929 319,659 0 |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS AND OPTIONS | NOTE 10 – WARRANTS AND OPTIONS In October 2020, the Company issued five-year 31,250 8.00 two 625 80.00 In April 2021, the Company issued five 25,000 shares of the Company’s Common Stock at $8.00 per share in connection with short term financing. In June 2020, the Company issued three 399,574 8.00 three 23,705 8.00 Common Stock. In August 2021, the Company issued three warrants to purchase 9,375 shares of the Company’s Common Stock at $8.00 per share in connection with conversion of short-term debt to Preferred and Common Stock. In September 2021, the Company issued five warrants to purchase 191,667 shares of the Company’s Common Stock at $8.00 per share in connection with short term financing. In October 2021, the Company issued three 13,393 shares of the Company’s Common Stock at $8.00 per share in connection with sale of Common Stock. As of December 31, 2020, there were 43,688 warrants outstanding to acquire additional shares of Common Stock. As of December 31, 2021, there were 701,776 warrants to acquire additional shares of Common Stock. The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the Warrants have an immaterial fair value at December 31, 2020. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these Common Stock equivalents using Black-Scholes and the following assumptions: Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company’s Common Stock has not traded so the volatility computation was based on other similarly situated companies. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these Common Stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the Common Stock equivalents. SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2021 December 31, 2020 Warrants outstanding, measurement input Stock Price $ 5.68 $ 8.32 Exercise Price $ 8.00 $ 20.80 Term (expected in years) 3.2 4.73 Volatility 203.44 % 259.2 % Annual Rate of Dividends 0.0 % 0.0 % Risk-Free Rate 1.52 % 0.18 % Stock Purchase Warrant The following table summarizes all warrant activity for the years ended December 31, 2021, and 2020. SCHEDULE OF WARRANT ACTIVITY Shares Weighted-Average Exercise Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2019 30,250 $ 48.80 .73 years - Granted 31,875 $ 9.60 4.75 years - Exercised - - - - Expired (18,438 ) - - - Outstanding and Exercisable at December 31, 2020 43,688 $ 20.80 3.73 years - Granted 662,713 $ 8.00 3.20 years - Exercised - - Expired (4,625 ) - - - Outstanding and Exercisable at December 31, 2021 701,776 $ 8.80 3.20 years - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Rental Payments under Non-cancelable Operating Leases The Company has a lease for warehouse and shipping space in Lenexa, Kansas which expires in January 2026. And an annually renewable lease for manufacturing and warehouse space in Chanute, Kansas. The following is a schedule, by year, of the future minimum rental payments under the lease: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Year ended December 31, 2022 169,096 2023 76,628 2024 77,681 2025 78,755 2026 19,689 Total $ 421,848 Rent costs totaled approximately $ 179,589 and $ 159,120 for years ended December 31, 2021, and 2020, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of December 31, 2021, through the date the financial statements were issued and determined that there were the following subsequent events. On February 1, 2022, the Company entered into a one year 40,000 On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 251,698 On February 3, 2022, the Company converted two outstanding notes into 186,067 On February 9, 2022, we closed on an underwritten public offering of 2,530,121 4.15 10.5 five years 5.1875 The Company paid off multiple promissory notes totaling $ 2,562,122 On March 30, 2022, the Company entered into an LOI to purchase a safe manufacturer and paid a $ 250,000 On July 26, 2021, the Company filed a Certificate of Designation and Amendment with the Nevada Secretary of State to increase the number of shares constituting the Series B Convertible Preferred Stock from 250,000 350,000 On July 26, 2021, the Company sold 7,500 units at $ 7 per unit consisting of 7,500 shares of Series B Preferred Stock and 750,000 three-year warrants to purchase 1 share of common stock per warrant at $ 0.10 to an accredited investor by subscription agreement. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization The “Company” was incorporated on December 15, 2014 Nevada The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 217,763 shares of its Common Stock and issued warrants to purchase 6,250 shares of Common Stock to shareholders of American Rebel, Inc. and cancelled 112,500 shares of Common Stock owned by American Rebel, Inc. The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $ 0.80 60,000 December 11, 2015 |
Nature of operations | Nature of operations The Company is developing branded products in the self-defense, safe storage and patriotic product areas that are promoted and sold using personal appearance, music, internet and television avenues. The Company’s products will be under the American Rebel Brand and imprinted. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. |
Year end | Year end The Company’s year-end is December 31. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Inventory and Inventory Deposits | Inventory and Inventory Deposits Inventory consists of safes, backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. |
Fixed assets and depreciation | Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five seven years |
Revenue recognition | Revenue recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company adopted this ASC on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on the Company’s ongoing net income, the Company did implement changes to our processes related to revenue recognition and the control activities within them. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred; Marketing costs incurred were $ 171,030 and $ 390,294 for the years ended December 31, 2021 and 2020, respectively. |
Fair value of financial instruments | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the “FASB”) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
Stock-based compensation | Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Earnings per share | Earnings per share The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when Common Stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Income taxes | Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2021 and December 31, 2020, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2021 and 2020, respectively, no income tax expense has been recorded. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. |
Recent pronouncements | Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2021 and believes that none have a material effect on the Company’s financial statements. |
Concentration Risk | Concentration Risk In 2021, the Company purchased a substantial portion (over 20 %) of inventory from two third-party vendors. As of December 31, 2021, the net amount due to the vendors (accounts payable and accrued expense) was $ 0 . Similarly, as of December 31, 2020, the net amount due to the vendors (accounts payable and accrued expenses) was also $ 0 . The loss of these manufacturing vendor relationships could have a material effect on the Company, but the Company believes there are numerous other suppliers that could be substituted should these suppliers become unavailable or non-competitive. |
INVENTORY AND DEPOSITS (Tables)
INVENTORY AND DEPOSITS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY AND DEPOSITS | Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS December 31, 2021 December 31, 2020 Inventory - Finished goods $ 685,854 $ 681,709 Inventory deposits - 141,164 Total Inventory and deposits $ 685,854 $ 822,873 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT 2021 2020 Property and equipment include the following: December 31, 2021 December 31, 2020 Marketing equipment $ 32,261 $ 32,261 Vehicles 277,886 277,886 Property and equipment gross 310,147 310,147 Less: Accumulated depreciation (309,247 ) (304,881 ) Net property and equipment $ 900 $ 5,266 |
NOTES PAYABLE _ NON-RELATED P_2
NOTES PAYABLE – NON-RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES | SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES December 31, December 31, 2021 2020 Loan secured by a tour bus 1,426 interest at 12 % per annum through January 2023 when the remaining balance is payable. $ 12,939 $ 15,649 Total recorded as current liability $ 12,939 $ 15,649 |
NOTES PAYABLE _ WORKING CAPIT_2
NOTES PAYABLE – WORKING CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable Working Capital | |
SCHEDULE OF NOTE PAYABLE | SCHEDULE OF NOTE PAYABLE |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Deferred tax asset: - - Net operating loss carryforward $ 5,663,628 $ 4,382,850 Total deferred tax asset 5,663,628 4,382,850 Less: Valuation allowance (5,663,628 ) (4,382,850 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2021 and 2020: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.00 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
WARRANTS AND OPTIONS (Tables)
WARRANTS AND OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2021 December 31, 2020 Warrants outstanding, measurement input Stock Price $ 5.68 $ 8.32 Exercise Price $ 8.00 $ 20.80 Term (expected in years) 3.2 4.73 Volatility 203.44 % 259.2 % Annual Rate of Dividends 0.0 % 0.0 % Risk-Free Rate 1.52 % 0.18 % |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes all warrant activity for the years ended December 31, 2021, and 2020. SCHEDULE OF WARRANT ACTIVITY Shares Weighted-Average Exercise Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2019 30,250 $ 48.80 .73 years - Granted 31,875 $ 9.60 4.75 years - Exercised - - - - Expired (18,438 ) - - - Outstanding and Exercisable at December 31, 2020 43,688 $ 20.80 3.73 years - Granted 662,713 $ 8.00 3.20 years - Exercised - - Expired (4,625 ) - - - Outstanding and Exercisable at December 31, 2021 701,776 $ 8.80 3.20 years - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE | SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Year ended December 31, 2022 169,096 2023 76,628 2024 77,681 2025 78,755 2026 19,689 Total $ 421,848 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Entity Incorporation, Date of Incorporation | Dec. 15, 2014 | |
Offering Date | Dec. 11, 2015 | |
Marketing Expense | $ 171,030 | $ 390,294 |
Third Party Vendor [Member] | ||
Product Information [Line Items] | ||
Accounts Payable and Accrued Liabilities | $ 0 | $ 0 |
Supplier Concentration Risk [Member] | Purchased [Member] | Third Party Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 20.00% | |
Minimum [Member] | ||
Product Information [Line Items] | ||
Estimated useful life | 5 years | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Estimated useful life | 7 years | |
26 Investors [Member] | ||
Product Information [Line Items] | ||
Investors, price per share | $ 0.80 | |
Invested fair value | $ 60,000 | |
Common Stock [Member] | ||
Product Information [Line Items] | ||
Stock Issued During Period, Shares, Other | 217,763 | |
Stock Redeemed or Called During Period, Shares | 112,500 | |
Warrant [Member] | ||
Product Information [Line Items] | ||
Stock Issued During Period, Shares, Other | 6,250 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (6,098,944) | $ (5,981,082) |
Retained Earnings (Accumulated Deficit) | (26,969,657) | (20,870,713) |
[custom:WorkingCapitalDeficit-0] | $ (4,171,277) | $ (4,726,654) |
SCHEDULE OF INVENTORY AND DEPOS
SCHEDULE OF INVENTORY AND DEPOSITS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory - Finished goods | $ 685,854 | $ 681,709 |
Inventory deposits | 141,164 | |
Total Inventory and deposits | $ 685,854 | $ 822,873 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 310,147 | $ 310,147 |
Less: Accumulated depreciation | (309,247) | (304,881) |
Net property and equipment | 900 | 5,266 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 32,261 | 32,261 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 277,886 | $ 277,886 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 3,643 | $ 61,724 |
Property, Plant and Equipment, Gross | 310,147 | 310,147 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 277,886 | $ 277,886 |
RELATED PARTY NOTE PAYABLE AN_2
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 22, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Repayments of Debt | $ 50,000 | |||||
Loan amount | $ 277,886 | |||||
Debt Conversion, Converted Instrument, Amount | $ 100,688 | |||||
During the year ended December 31, 2018 [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Convertible Debenture - Related Party, converted | $ 2,060,000 | |||||
Interest accrued on debt | $ 280,529 | |||||
Conversion of Stock, Shares Issued | 4,681,058 | |||||
Loan to subsidiary | $ 2,664,787 | |||||
Year ended December 31, 2018 [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Debt Conversion, Converted Instrument, Amount | 205,000 | |||||
SoleOfficer and Director [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Proceeds from Loans | $ 221,155 | |||||
Long-term Debt | $ 0 | $ 4,496 | ||||
Repayments of Debt | 4,496 | |||||
Charles A. Ross, Jr [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | |||||
Fair value of stock awards granted | $ 393,490 | $ 180,000 | ||||
Stockholders [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Long-term Debt | $ 0 |
SCHEDULE OF NOTES PAYABLE TO NO
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Total recorded as current liability | $ 15,649 | $ 12,939 |
Loan One [Member] | ||
Short-term Debt [Line Items] | ||
Total recorded as current liability | $ 15,649 | $ 12,939 |
Debt Instrument, Collateral | a tour bus |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Loan One [Member] | |
Short-term Debt [Line Items] | |
Sale Leaseback Transaction, Monthly Rental Payments | $ 1,426 |
Convertible Debenture One [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
NOTES PAYABLE _ WORKING CAPIT_3
NOTES PAYABLE – WORKING CAPITAL (Details Narrative) - USD ($) | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 21, 2021 | Sep. 08, 2021 | Apr. 22, 2021 | Jan. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Extinguishment of Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 151,688 | |||||||
Stock issued during period, shares, new issues | 13,393 | 1,563 | 1,250 | 431 | 3,875 | |||
Gain (Loss) on Extinguishment of Debt | $ 725,723 | $ 916,204 | ||||||
Debt converted amount | $ 100,688 | |||||||
Loss on Extinguishment of Debt | (725,723) | (916,204) | ||||||
On July 6, 2017 [Member] | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Long term debt | $ 3,879,428 | 4,672,096 | ||||||
Notes Payable [Member] | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Debt instrument, face amount | $ 1,080,000 | |||||||
Stock Issued During Period, Shares, Other | 121,250 | |||||||
Stock Issued During Period, Value, Other | $ 1,651,900 | |||||||
Secured Promissory Note [Member] | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stock issued during period, shares, new issues | 546,292 | |||||||
Issuance of warrants to purchase of stock. | 662,713 | |||||||
Amortization of debt discount | $ 1,261,695 | |||||||
Debt instrument, face amount | 2,244,100 | |||||||
Fair value of shares incentives | 1,437,432 | |||||||
Short Term Notes [Member] | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Debt instrument, face amount | 1,080,000 | |||||||
Gain (Loss) on Extinguishment of Debt | (725,723) | (916,242) | ||||||
Debt converted amount | $ 1,713,904 | |||||||
Number of shares issued in conversion of accrued interest | 96,336 | |||||||
Fair value of shares issued in conversion of accrued interest | $ 2,691,940 | |||||||
Loss on Extinguishment of Debt | $ 725,723 | 916,242 | ||||||
Short-term Debt [Member] | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 2,869,171 | |||||||
Debt Instrument, Collateral | The notes are secured by a pledge of certain of the Company’s current inventory and the Chief Executive Officer’s personal guaranty. | |||||||
Debt Instrument, Maturity Date, Description | These short term working capital notes mature in 30-180 days. | |||||||
Stock issued during period, shares, new issues | 215,948 | |||||||
Issuance of warrants to purchase of stock. | 31,875 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,660,112 | |||||||
Amortization of debt discount | $ 1,411,203 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 5,663,628 | $ 4,382,850 |
Total deferred tax asset | 5,663,628 | 4,382,850 |
Less: Valuation allowance | (5,663,628) | (4,382,850) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | (21.00%) |
State taxes, net of federal benefit | (0.00%) |
Change in valuation allowance | 21.00% |
Effective tax rate | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 26,969,657 | $ 20,870,713 |
Deferred Tax Assets, Valuation Allowance | $ 5,663,628 | $ 4,382,850 |
Valuation Allowance, Deferred Tax Asset, Explanation of Change | As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2021 and December 31, 2020 and recognized 100% valuation allowance for each period. |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | Dec. 02, 2021 | Oct. 29, 2021 | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 21, 2021 | Sep. 08, 2021 | Aug. 30, 2021 | Aug. 18, 2021 | Aug. 12, 2021 | Aug. 04, 2021 | Aug. 03, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Jul. 26, 2021 | Jul. 25, 2021 | Jul. 22, 2021 | Jul. 21, 2021 | Jun. 30, 2021 | Jun. 29, 2021 | Jun. 28, 2021 | Jun. 21, 2021 | Jun. 18, 2021 | Jun. 15, 2021 | Jun. 14, 2021 | Jun. 11, 2021 | Apr. 22, 2021 | Apr. 22, 2021 | Apr. 20, 2021 | Apr. 09, 2021 | Mar. 10, 2021 | Mar. 05, 2021 | Jan. 12, 2021 | Jan. 05, 2021 | Oct. 31, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Feb. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 12, 2021 | Apr. 30, 2021 | Mar. 04, 2021 | Nov. 30, 2020 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 13,393 | 1,563 | 1,250 | 431 | 3,875 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 225,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 3 years | 5 years | 3 years | 3 years | 3 years | 3 years | 5 years | 2 years | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 191,667 | 6,250 | 31,250 | 399,574 | 13,393 | 9,375 | 23,705 | 25,000 | 625 | ||||||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 16,250 | 16,000 | 50,000 | 57,143 | 42,658 | 25,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of convertible securities issued | $ 100,688 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (725,723) | $ (916,204) | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued price, per share | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 4.80 | $ 4.80 | ||||||||||||||||||||||||||||||||||||||
Debt outstanding, value | $ 151,688 | 151,688 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 1,250 | 150,000 | 8,750,000 | 3,991 | |||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 20.80 | $ 8 | $ 8 | $ 8 | $ 8 | $ 80 | ||||||||||||||||||||||||||||||||||||
Repayments of notes payable | 151,688 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 7,500 | 5,000 | 28,572 | 5,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock increased during the period | 350,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 1,597,370 | 910,100 | |||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 1,597,370 | 910,100 | |||||||||||||||||||||||||||||||||||||||||||||
Shares term | 8 months 23 days | ||||||||||||||||||||||||||||||||||||||||||||||
Cash payment for debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for debt | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stated value for issuance of stock | $ 100,688 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 376,501 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 319,659 | 376,501 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
2021 One Long Term Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 6,250 | 6,250 | 9,416 | 9,416 | 9,416 | ||||||||||||||||||||||||||||||||||||||||||
2021 One Long Term Incentive Plan [Member] | Rocco La Vista [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 753,242 | ||||||||||||||||||||||||||||||||||||||||||||||
2021 One Long Term Incentive Plan [Member] | Charles A. Ross, Jr [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 753,242 | ||||||||||||||||||||||||||||||||||||||||||||||
2021 One Long Term Incentive Plan [Member] | Doug Grau [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 753,241 | ||||||||||||||||||||||||||||||||||||||||||||||
Note Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price, per share | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Note Warrant One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price, per share | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 62,500 | 71,429 | 53,322 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 8 | $ 8 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 44,643 | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 45 | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 96,027,242 | 72,807,929 | |||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 16,000 | 50,000 | 57,143 | 42,658 | |||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 7,500 | 5,000 | 28,572 | 5,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of conversion shares issued | 23,705 | 53,322 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Note Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Note Warrant One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||
Service [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 1,875 | ||||||||||||||||||||||||||||||||||||||||||||||
Ronald A Smith [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Bridge loan | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer And President [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 8,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 13,393 | 1,500,000 | 500,000 | 5,000,000 | 2,857,200 | 500,000 | 1,000,000 | 12,500 | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants outstanding | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 8 | |||||||||||||||||||||||||||||||||||||||
Issuance of stock for debt | 15,000 | 5,000 | 50,000 | 28,572 | |||||||||||||||||||||||||||||||||||||||||||
Stock units, per units | $ 7 | $ 7 | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase per share | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 18,750 | 20,000 | 6,250 | 35,715 | |||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 8 | $ 8 | $ 8 | |||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Warrant One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 8,929 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | ||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Series B Preferred Stocks [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Units, Issued | 5,000 | 5,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
Stock units, per units | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 15,000 | 50,000 | 28,572 | 5,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 1,600,000 | 5,714,300 | 4,265,800 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for debt | 16,000 | 57,143 | |||||||||||||||||||||||||||||||||||||||||||||
Stock units, per units | $ 7 | $ 7 | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase per share | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Holder [Member] | Series B Preferred Stocks [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for debt | 42,658 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 16,000 | 57,143 | 42,658 | ||||||||||||||||||||||||||||||||||||||||||||
Holder One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 800,000 | 7,514,300 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for debt | 8,000 | 75,143 | |||||||||||||||||||||||||||||||||||||||||||||
Stock units, per units | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase per share | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Holder One [Member] | Series B Preferred Stocks [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 8,000 | 75,143 | |||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 714,300 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for debt | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock units, per units | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase per share | 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor One [Member] | Series B Preferred Stocks [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 20,833 | 10,417 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued price, per share | $ 4.80 | $ 4.80 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from equity investment | $ 100,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Subscription Agreement [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 9,375 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Employment Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 109,375 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Employment Agreements [Member] | Chief Executive Officer And President [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Short Term Loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 215,948 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 31,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants outstanding | $ 1,881,761 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,411,203 | ||||||||||||||||||||||||||||||||||||||||||||||
Short Term Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 121,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion face value | $ 1,080,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value of convertible securities issued | 1,651,900 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 725,723 | 916,242 | |||||||||||||||||||||||||||||||||||||||||||||
Stated value for issuance of stock | $ 1,713,904 | ||||||||||||||||||||||||||||||||||||||||||||||
One Year Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt outstanding, value | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt interest percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion face value | $ 1,080,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 3,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 3,875 | ||||||||||||||||||||||||||||||||||||||||||||||
Bridge Loan [Member] | Ronald A Smith [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt outstanding, value | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 14,750 | 3,875 | 3,750 | 3,875 | |||||||||||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 15,250 | 8,000 | 75,143 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued price, per share | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||
Outstanding Note [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares | 10,000 | 93,929 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 8 | |||||||||||||||||||||||||||||||||||||||||||||
Outstanding Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 8,000 | 75,143 | |||||||||||||||||||||||||||||||||||||||||||||
Note One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 6,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 44,125 | 34,492 | |||||||||||||||||||||||||||||||||||||||||||||
Three Outstanding Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 18,878 | ||||||||||||||||||||||||||||||||||||||||||||||
Professional And Consulting Fees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 15,000 | 33,750 | |||||||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 240,000 | $ 375,000 | |||||||||||||||||||||||||||||||||||||||||||||
Consulting Fees And Interest Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued | 80,125 | 4,839,871 | 10,125 | 875 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 553,820 | $ 489,462 | $ 95,000 | $ 7,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) | Dec. 31, 2021$ / shares | Oct. 31, 2021$ / shares | Sep. 30, 2021$ / shares | Aug. 31, 2021$ / shares | Jul. 31, 2021$ / shares | Jun. 14, 2021$ / shares | Apr. 30, 2021$ / shares | Dec. 31, 2020$ / shares | Nov. 30, 2020$ / shares | Oct. 31, 2020$ / shares | Jun. 30, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||
Exercise Price | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 20.80 | $ 80 | $ 8 | $ 8 |
Measurement Input, Share Price [Member] | |||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||
Risk-Free Rate | 5.68 | 8.32 | |||||||||
Measurement Input, Expected Term [Member] | |||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||
Risk-Free Rate | 3.2 | 4.73 | |||||||||
Measurement Input, Price Volatility [Member] | |||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||
Risk-Free Rate | 203.44 | 259.2 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||
Risk-Free Rate | 0 | 0 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||
Risk-Free Rate | 1.52 | 0.18 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Outstanding - Beginning | 43,688 | 30,250 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 20.80 | $ 48.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 months 23 days | |
Intrinsic value - Beginning | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 662,713 | 31,875 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 8 | $ 9.60 |
Share based Compensation Arrangement By Share based Payment Award Options Granted Weighted Average Remaining Contractual Term2 | 4 years 9 months | |
Intrinsic value - Granted | ||
Number of warrants, Warrants exercised | ||
Weighted-Average Exercise Price Per Share - Exercised | ||
Intrinsic value - Exercised | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (1,575,000) | (18,438) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ||
Intrinsic value - Expired | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 8 months 23 days | |
Remaining term - Granted | 3 years 2 months 12 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 3,395,000 | 43,688 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 8.80 | $ 20.80 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Weighted Average Remaining Contractual Term3 | 3 years 2 months 12 days | |
Intrinsic value - Ending |
WARRANTS AND OPTIONS (Details N
WARRANTS AND OPTIONS (Details Narrative) - $ / shares | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 14, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Jun. 30, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Warrants and rights outstanding, term | 3 years | 5 years | 3 years | 3 years | 3 years | 5 years | 2 years | 5 years | 3 years | ||
Number of warrants issued | 13,393 | 191,667 | 9,375 | 23,705 | 6,250 | 25,000 | 625 | 31,250 | 399,574 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 20.80 | $ 80 | $ 8 | $ 8 |
Class of Warrant or Right, Outstanding | 701,776 | 43,688 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 169,096 |
2023 | 76,628 |
2024 | 77,681 |
2025 | 78,755 |
Subsequent | 19,689 |
Total | $ 421,848 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Payments for Rent | $ 179,589 | $ 159,120 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 09, 2022 | Feb. 03, 2022 | Feb. 02, 2022 | Dec. 02, 2021 | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 21, 2021 | Sep. 08, 2021 | Aug. 18, 2021 | Jul. 29, 2021 | Jul. 26, 2021 | Jul. 22, 2021 | Jun. 29, 2021 | Jun. 28, 2021 | Jun. 21, 2021 | Jun. 18, 2021 | Jun. 15, 2021 | Jun. 14, 2021 | Jun. 11, 2021 | Apr. 22, 2021 | Jan. 05, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | Mar. 30, 2022 | Oct. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jul. 25, 2021 | Apr. 30, 2021 | Mar. 10, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Debt face amount | $ 151,688 | |||||||||||||||||||||||||||||||||
Number of convertible securities issued | 16,250 | 16,000 | 50,000 | 57,143 | 42,658 | 25,000 | ||||||||||||||||||||||||||||
Number of shares issued on offering | 7,500 | 5,000 | 28,572 | 5,000 | 10,000 | |||||||||||||||||||||||||||||
Sale of stock, price per share | $ 7 | |||||||||||||||||||||||||||||||||
Warrants outstanding, term | 5 years | 3 years | 3 years | 3 years | 3 years | 5 years | 2 years | 5 years | 3 years | |||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | $ 20.80 | $ 80 | $ 8 | $ 8 | |||||||||||||||||||||||
Repayments of notes payable | $ 151,688 | |||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 376,501 | 0 | ||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 4.80 | $ 4.80 | |||||||||||||||||||||||||
Sale of Common Stock, shares | 13,393 | 1,563 | 1,250 | 431 | 3,875 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 701,776 | 43,688 | ||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Numnber of convertible shares issued | 23,705 | 53,322 | 10,000 | |||||||||||||||||||||||||||||||
Number of convertible securities issued | 16,000 | 50,000 | 57,143 | 42,658 | ||||||||||||||||||||||||||||||
Number of shares issued on offering | 7,500 | 5,000 | 28,572 | 5,000 | 10,000 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of Common Stock, shares | 44,643 | |||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants outstanding, term | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||||||
Warrants exercise price | $ 8 | $ 8 | $ 8 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
line of credit | $ 250,000 | |||||||||||||||||||||||||||||||||
Preferred Units, Issued | 7,500 | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 7 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 750,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.10 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 350,000 | 250,000 | ||||||||||||||||||||||||||||||||
Sale of Common Stock, shares | 7,500 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Public Offering [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Number of shares issued on offering | 2,530,121 | |||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 4.15 | |||||||||||||||||||||||||||||||||
Proceeds from initial public offering | $ 10,500,000 | |||||||||||||||||||||||||||||||||
Warrants outstanding, term | 5 years | |||||||||||||||||||||||||||||||||
Warrants exercise price | $ 5.1875 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Two Outstanding Notes [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Number of convertible securities issued | 186,067 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Repayments of notes payable | $ 2,562,122 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Convertible Preferred [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Numnber of convertible shares issued | 201,358 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Numnber of convertible shares issued | 251,698 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Debt face amount | $ 40,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument term description | one year |