Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56230 | |
Entity Registrant Name | KONA GOLD BEVERAGE, INC. | |
Entity Central Index Key | 0001802546 | |
Entity Tax Identification Number | 81-5175120 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 746 North Drive | |
Entity Address, Address Line Two | Suite A | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32934 | |
City Area Code | (844) | |
Local Phone Number | 714-2224 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | KGKG | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,781,156,866 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 6,188 | $ 703,825 |
Accounts receivable, net of allowance for doubtful accounts of $11,961 and $11,926, respectively | 24,943 | 15,993 |
Inventory, net of reserve for obsolescence of $150,000 and $150,000, respectively | 1,189,913 | 574,811 |
Prepaids | 278,707 | |
Other current assets | 59,834 | 30,373 |
Total current assets | 1,280,878 | 1,603,709 |
NON-CURRENT ASSETS | ||
Property, plant and equipment, net | 327,955 | 348,037 |
Right-of-use asset, net | 870,736 | 966,955 |
Intangible property, net | 71,078 | 75,955 |
Deposits | 15,125 | 15,125 |
Total assets | 2,565,772 | 3,009,781 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 854,360 | 541,123 |
Accrued compensation | 219,583 | 329,583 |
Notes payable, net of discount of $99,031 and $0, respectively, current | 198,332 | 7,974 |
Notes payable - related parties, current | 1,728,651 | 6,000 |
Acquisition obligations, current | 60,000 | 60,000 |
Lease liabilities, current | 224,162 | 213,837 |
Convertible debt, net of discount of $815,270 and $2,150,067, respectively | 84,730 | 849,933 |
Derivative liability | 833,000 | 2,121,000 |
Total current liabilities | 4,202,818 | 4,129,450 |
NON-CURRENT LIABILITIES | ||
Notes payable - related parties, net of current | 1,525,651 | |
Notes payable, net of current | 22,219 | 25,338 |
Acquisition obligations, net of current | 606,731 | 615,317 |
Lease liabilities, net of current | 725,284 | 838,883 |
Total liabilities | 5,557,052 | 7,134,639 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, $.00001 par value, 5,700,250 shares authorized, 988,000 and 988,000 issued and outstanding, respectively | 10 | 10 |
Common Stock, $.00001 par value, 2,500,000,000 authorized, 1,709,122,945 and 1,004,709,546, issued and outstanding, respectively | 17,091 | 10,047 |
Common stock issuable (170,000,000 and 170,000,000 shares) | 1,386,497 | 1,386,497 |
Additional paid-in capital | 16,855,382 | 10,778,761 |
Accumulated deficit | (21,250,260) | (16,300,173) |
Total stockholders’ deficit | (2,991,280) | (4,124,858) |
Total liabilities and stockholders’ deficit | $ 2,565,772 | $ 3,009,781 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Allowance for doubtful accounts | $ 11,961 | $ 11,926 | |
Inventory reserve | 150,000 | 150,000 | |
Debt instrument, unamortized discount | [1] | $ 99,031 | |
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 5,700,250 | 5,700,250 | |
Preferred stock, shares issued | 988,000 | 988,000 | |
Preferred stock, shares outstanding | 988,000 | 988,000 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |
Common stock, shares issued | 1,709,122,945 | 1,004,709,546 | |
Common stock, shares outstanding | 1,709,122,945 | 1,004,709,546 | |
Common stock issuable, shares | 170,000,000 | 170,000,000 | |
Loans Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, unamortized discount | $ 99,031 | $ 0 | |
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, unamortized discount | $ 815,270 | $ 2,150,067 | |
[1]On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 99,031 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUES, NET | $ 1,173,398 | $ 790,809 | $ 2,168,529 | $ 1,252,980 |
COST OF REVENUES | 885,517 | 686,706 | 1,735,393 | 1,000,571 |
Gross profit | 287,881 | 104,103 | 433,136 | 252,409 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 1,031,515 | 644,052 | 1,970,851 | 1,212,732 |
LOSS FROM OPERATIONS | (743,634) | (539,949) | (1,537,715) | (960,323) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (156,459) | (64,956) | (587,354) | (1,195,866) |
Financing costs | (286,000) | (286,000) | ||
Change in the fair value of derivative liability | 122,000 | 141,497 | (1,671,000) | (124,369) |
Gain (loss) on extinguishment of debt | (326,230) | (873,040) | ||
Other income (expense) | 1,798 | (4,967) | 5,022 | (7,542) |
EIDL advance | 95,161 | 95,161 | ||
NET LOSS | $ (1,388,525) | $ (373,214) | $ (4,950,087) | $ (2,192,939) |
NET LOSS PER COMMON SHARES: | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||||
Basic and diluted | 1,560,391,543 | 805,263,473 | 1,363,761,068 | 805,263,473 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Shares Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 7,863 | $ 10 | $ 1,386,497 | $ 5,028,012 | $ (9,280,036) | $ (2,857,654) |
Beginning balance, shares at Dec. 31, 2020 | 786,308,041 | 988,140 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 555 | 1,122,429 | 1,122,984 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 55,464,596 | |||||
Warrants related to convertible notes | 1,052,571 | 1,052,571 | ||||
Net loss | (2,192,939) | (2,192,939) | ||||
Common stock issued for acquisition | $ 90 | 270,810 | 270,900 | |||
Common stock issued for acquisition, shares | 9,000,000 | |||||
Ending balance, value at Jun. 30, 2021 | $ 8,508 | $ 10 | $ 1,386,497 | 7,473,822 | (11,472,975) | (2,604,138) |
Ending balance, shares at Jun. 30, 2021 | 850,772,637 | 988,140 | 170,000,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 8,258 | $ 10 | $ 1,386,497 | 6,964,898 | (11,099,761) | (2,470,098) |
Beginning balance, shares at Mar. 31, 2021 | 825,726,839 | 988,140 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 250 | 508,924 | 509,174 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 25,045,798 | |||||
Net loss | (373,214) | (373,214) | ||||
Ending balance, value at Jun. 30, 2021 | $ 8,508 | $ 10 | $ 1,386,497 | 7,473,822 | (11,472,975) | (2,604,138) |
Ending balance, shares at Jun. 30, 2021 | 850,772,637 | 988,140 | 170,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 10,047 | $ 10 | $ 1,386,497 | 10,778,761 | (16,300,173) | (4,124,858) |
Beginning balance, shares at Dec. 31, 2021 | 1,004,709,546 | 988,000 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 6,784 | 5,852,381 | 5,859,165 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 678,413,399 | |||||
Common stock issued with employment agreement | $ 10 | 8,490 | 8,500 | |||
Common stock issued with employment agreement, shares | 1,000,000 | |||||
Warrants related to convertible notes | 81,000 | 81,000 | ||||
Net loss | (4,950,087) | (4,950,087) | ||||
Common stock issued with note payable recorded as debt discount | $ 250 | 134,750 | 135,000 | |||
Common stock issued with note payable received as debt discount, shares | 25,000,000 | |||||
Ending balance, value at Jun. 30, 2022 | $ 17,091 | $ 10 | $ 1,386,497 | 16,855,382 | (21,250,260) | (2,991,280) |
Ending balance, shares at Jun. 30, 2022 | 1,709,122,945 | 988,000 | 170,000,000 | |||
Beginning balance, value at Mar. 31, 2022 | $ 14,828 | $ 10 | $ 1,386,497 | 14,098,394 | (19,861,735) | (4,362,006) |
Beginning balance, shares at Mar. 31, 2022 | 1,482,788,393 | 988,000 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 2,253 | 2,667,498 | 2,669,751 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 225,334,552 | |||||
Common stock issued with employment agreement | $ 10 | 8,490 | 8,500 | |||
Common stock issued with employment agreement, shares | 1,000,000 | |||||
Warrants related to convertible notes | 81,000 | 81,000 | ||||
Net loss | (1,388,525) | (1,388,525) | ||||
Ending balance, value at Jun. 30, 2022 | $ 17,091 | $ 10 | $ 1,386,497 | $ 16,855,382 | $ (21,250,260) | $ (2,991,280) |
Ending balance, shares at Jun. 30, 2022 | 1,709,122,945 | 988,000 | 170,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
CASH USED IN OPERATING ACTIVITIES: | |||||
Net loss | $ (1,388,525) | $ (373,214) | $ (4,950,087) | $ (2,192,939) | |
Adjustments to reconcile net loss to net cash provided by operations: | |||||
Depreciation and amortization | 44,250 | 20,503 | |||
Right-of-use asset | 96,219 | 74,261 | |||
Amortization of debt discount | 480,763 | ||||
Amortization of intangible assets | 4,877 | ||||
Change in allowance for doubtful accounts | 35 | ||||
Financing costs | 286,000 | ||||
Loss on extinguishment of debt | 326,230 | 873,040 | |||
Loss on change in the fair value of derivative liabilities | 1,671,000 | ||||
Interest expense related to warrants on convertible debt | 1,052,571 | ||||
Common stock issued for compensation | 8,500 | ||||
Common stock issued for acquisition | 270,900 | ||||
Changes in operating assets and liabilities: | |||||
Decrease (increase) in accounts receivable | (8,985) | (344,030) | |||
Decrease (increase) in inventory | (615,102) | (92,447) | |||
Decrease (increase) in prepaids | 278,707 | (10,244) | |||
Decrease (increase) in other current assets | (29,461) | (2,662) | |||
Increase (decrease) in accounts payable and accrued expenses | 450,365 | 180,716 | |||
Increase (decrease) in accrued compensation | (110,000) | 117,708 | |||
Increase (decrease) in derivative liability | 124,369 | ||||
Increase (decrease) in lease liability | (99,476) | (74,261) | |||
Net cash used in operating activities | (1,619,355) | (875,555) | |||
CASH USED IN INVESTING ACTIVITIES: | |||||
Purchase of property, plant and equipment | (24,168) | (26,247) | |||
Changes in goodwill | (1,275,938) | ||||
Changes in intellectual property | (7,604) | ||||
Net cash used in investing activities | (24,168) | (1,309,789) | |||
CASH PROVIDED BY FINANCING ACTIVITIES: | |||||
Changes in line of credit - related party | 3,000 | ||||
Changes in acquisition obligations | (8,586) | 624,360 | |||
Principal repayments of finance lease obligation | (3,798) | ||||
Proceeds from note payable – related party | 200,000 | ||||
Payment of note payable – related party | (3,000) | (6,000) | |||
Proceeds from notes payable | 289,389 | ||||
Payments of notes payable | (3,119) | ||||
Proceeds from convertible debentures payable, net of expenses | 475,000 | 1,522,984 | |||
Changes from PPP notes payable | 22,326 | ||||
Net cash provided by financing activities | 945,886 | 2,166,670 | |||
Net cash decrease for period | (697,637) | (18,674) | |||
Cash at beginning of period | 703,825 | 113,168 | $ 113,168 | ||
Cash at end of period | $ 6,188 | $ 94,494 | 6,188 | 94,494 | $ 703,825 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash paid for income taxes | 2,275 | ||||
Cash paid for interest | 256 | 34,941 | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Fair value of common shares issued as debt discount on note payable | 135,000 | ||||
Fair value of common shares issued on conversion of debentures and accrued interest | 5,859,165 | ||||
Derivative liability recorded on issuance of convertible note | $ 680,000 |
BASIS OF PRESENTATION AND LIQUI
BASIS OF PRESENTATION AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND LIQUIDITY | NOTE 1 – BASIS OF PRESENTATION AND LIQUIDITY The accompanying interim condensed consolidated financial statements of Kona Gold Beverages, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at June 30, 2022, and the results of operations and cash flows for the six months ended June 30, 2022, and 2021. The balance sheet as of December 31, 2021, is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 13, 2022. The results of operations for the six months ended June 30, 2022, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022. Effects of COVID-19 In January 2020, the WHO announced a global health emergency because of a new strain of coronavirus (known as COVID-19) that originated in Wuhan, China and generated significant risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in global exposure. The COVID-19 pandemic is disrupting businesses and affecting production and sales across a range of industries, as well as causing volatility in the financial markets. The extent of the impact of the COVID-19 pandemic on the Company’s consumer demand, sales, and financial performance will depend on certain developments, including, among other things, the duration and spread of the outbreak and the impact on the Company’s consumers and employees, all of which are uncertain and cannot be predicted. Management is actively monitoring this situation and potential impacts on our financial condition, liquidity, and results of operations. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company recorded a net loss of $ 4,950,087 1,619,355 2,991,280 At June 30, 2022, the Company had cash on hand in the amount of $ 6,188 547,500 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States. 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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Sales are made to customers under terms allowing certain limited rights of return. The Company records an allowance and return for each quarter for 3 36,700 19,800 71,800 57,417 The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 219,790 $ 414,937 (47 )% Amazon and Walmart Marketplace 44,565 39,256 14 % Online Sales 13,709 21,843 (37 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales Returns and Allowances (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 413,107 $ 672,873 (39 )% Amazon and Walmart Marketplace 80,089 77,759 3 % Online Sales 22,316 40,047 (44 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales Returns and Allowances (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 50,792 $ 113,434 (55 )% CBD Energy Waters 17,249 31,682 (46 )% Lemonade Drinks 209,976 329,893 (36 )% Apparel 47 1,027 (95 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales returns and allowance (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 118,574 $ 201,926 (41 )% CBD Energy Waters 41,588 51,762 (20 )% Lemonade Drinks 354,238 535,733 (34 )% Apparel 112 1,258 (91 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales returns and allowance (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the period ended June 30, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES June 30, 2022 June 30, 2021 Warrants 178,333,333 70,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock - 140 Common stock equivalent of Series D Convertible Preferred Stock 500,000 500,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 161,707,234 80,508,648 Total 511,028,567 321,496,788 Stock Compensation Expense The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs for the six months ended June 30, 2022 and 2021, were $ 105,956 24,100 Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 Gross sales. 10 30 10 19 Accounts receivable. 15 60 Co-Packers. Purchases from vendors. 32 20 11 33 13 12 11 Accounts payable. 10 13 21 20 14 12 11 Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Segments The Company operates in one Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY June 30, 2022 December 31, 2021 Raw materials $ 219,683 $ 70,592 Finished goods, net 970,230 504,219 Total $ 1,189,913 $ 574,811 At June 30, 2022 and December 31, 2021, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 150,000 150,000 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT June 30, 2022 December 31, 2021 Furniture and Fixtures $ 77,154 $ 75,070 Computers and Software 32,325 29,196 Machinery & Equipment 116,754 108,799 Vehicles 250,093 239,093 Total cost 476,326 452,158 Accumulated depreciation (148,371 ) (104,121 ) Property, plant and equipment, net $ 327,955 $ 348,037 Depreciation expense is included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Loss Depreciation. For the six months ended June 30, 2022 and 2021, depreciation expense was $ 44,250 20,503 |
ACQUISITION OF S AND S BEVERAGE
ACQUISITION OF S AND S BEVERAGE, INC. | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF S AND S BEVERAGE, INC. | NOTE 5 – ACQUISITION OF S AND S BEVERAGE, INC. On January 21, 2021, the Company entered into an Agreement and Plan of Merger with S and S Beverage, Inc. (“S and S”) and its shareholders and acquired all of the capital stock of S and S. In consideration thereof, the Company issued to them an aggregate of nine million 1,050,000 89,249 400,000 2.00 675,317 8,586 666,731 60,000 Proforma information for the three and six month period ended June 30, 2022 has been omitted as the operations of S and S prior to the acquisition were de minimis. During the three months ended June 30, 2022, revenue of $ 209,861 10,258 5,675 368,879 95,923 89,116 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET June 30, 2022 December 31, 2021 Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (26,462 ) (21,585 ) Total Intangible Assets, net of amortization $ 71,078 $ 75,955 During the six months ended June 30, 2022 and 2021, the Company recorded amortization expense of $ 4,877 0 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 (remaining) $ 4,877 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 71,078 |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable Related Parties | |
NOTES PAYABLE – RELATED PARTIES | NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY June 30, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 200,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (e) 50,500 53,500 Total notes payable – related parties 1,728,651 1,531,651 Notes payable – related parties, current portion (1,728,651 ) (6,000 ) Notes payable – related parties, net of current portion $ - $ 1,525,651 (a) On April 4, 2019, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2023 1,352,651 1,352,651 (b) On May 6, 2022, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 300,000 3.75 May 6, 2023 200,000 (b) On August 29, 2019, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 200,000 3.75 August 29, 2022 125,500 125,500 (c) On February 19, 2019, the Company issued an unsecured Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 3,000 50,500 At December 31, 2021, accrued interest on notes payable to related parties was $ 95,873 27,033 122,906 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes payable consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Note payable (a) $ 30,193 $ 33,312 Note payable (b) 39,389 - Note payable (c) 250,000 - Less debt discount (c) (99,031 ) - Total notes payable, net 220,551 33,312 Notes payable, current portion (198,332 ) (7,974 ) Notes payable, net of current portion $ 22,219 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 3,119 30,193 7,974 (b) In April 2021, the Company entered into a Line of Credit Agreement with Wells Fargo Bank. The Line of Credit is personally guaranteed by Robert Clark, the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 42,000 11.50 39,389 (c) On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 99,031 At December 31, 2021, there was no 651 651 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES | 6 Months Ended |
Jun. 30, 2022 | |
Secured Convertible Debentures | |
SECURED CONVERTIBLE DEBENTURES | NOTE 9 – SECURED CONVERTIBLE DEBENTURES Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of June 30, 2022 and December 31, 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY June 30, 2022 December 31, 2021 YA II PN, Ltd. $ 900,000 $ 3,000,000 Less debt discount (815,270 ) (2,150,067 ) Secured debentures, net $ 84,730 $ 849,933 During the year ended December 31, 2021, the Company issued secured debentures to an otherwise unaffiliated third-party investor (the “Selling Stockholder”) in the aggregate of $ 4,500,000 0.03 the weighted average (among the principal of the debentures) of 76.7% of the lowest VWAP of the Company’s common stock during the 15 trading days immediately preceding the conversion date, whichever is lower 150 0.03 Fifty million of the warrants will expire on February 10, 2024 and 100,000,0000 of the warrants will expire on August 20, 2024. As a result of these issuances and grants, we incurred the following (a) derivative liability of $ 3,982,000 1,581,000 195,000 5,758,000 4,423,000 1,335,000 2,150,067 On May 5, 2022, the Company issued similar debentures to the Selling Stockholder in the aggregate amount of $ 500,000 The debentures bear interest at a rate of 8% per annum, secured by all of the tangible and intangible assets of the Company and are also convertible into shares of the Company’s common stock at a conversion price of $ 0.03 8,333,333 0.03 680,000 81,000 25,000 786,000 500,000 286,000 443,764 During the six months ended June 30, 2022, the note holder converted principal of $ 2,600,000 and accrued interest of $ 137,128 , or a total $ 2,737,128 , into 678,413,399 shares of common stock with a fair value of $ 5,859,165 . The Company followed the general extinguishment model to record the conversions and settlement of the debt. As such, the Company removed the debt and accrued interest totaled $ 2,737,128 , the related unamortized debt discount totaled $ 1,354,280 at the date of conversion. In addition, the Company revalued the derivative related to the bifurcated conversion option to its fair value of $ 3,639,000 at the date of the conversion and removed that amount. As a result, the Company recorded a loss on extinguishment of debt of $ 873,040 . As of December 31, 2021, the outstanding balance of the secured debentures amounted to $ 3,000,000 , with an unamortized debt discount of $ 2,150,067 , or a net balance of $ 849,933 . As of June 30, 2022, the outstanding balance of the secured debentures amounted to $ 900,000 , with an unamortized debt discount of $ 815,270 , or a net balance of $ 84,730 . During the six months ended June 30, 2022, the Company amortized debt discount of $ 444,793 As of June 30, 2022, 161,707,234 At December 31, 2021, accrued interest on the convertible notes payable was $ 54,110 77,785 137,128 4,767 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. During fiscal year 2021, the Company issued convertible debentures, which, if converted into common stock, can potentially exceed the current number of available authorized shares of the Company (see Note 11). Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of June 30, 2022 and December 31, 2021, the derivative liabilities were valued using the Binomial pricing model and/or Black Scholes pricing model with the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY At June 30, 2022 Remaining 2022 New Derivative 2022 At December 31, 2021 Stock Price $ 0.0086 $ .0120 $ .0168 $ 0.0052 Exercise Price $ 0.0058 $ .0062 $ .0082 $ 0.0039 Expected Life (Years) 0.85 0.34 1.00 0.74 Volatility 171 % 171 % 132 % 95 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 2.80 % 1.72 % 2.16 % 0.39 % Fair value: Conversion feature $ 833,000 $ 3,639,000 $ 680,000 $ 2,121,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future. During the six months ended June 30, 2022, the Company recognized derivative liabilities of $ 680,000 upon issuance of additional secured convertible debentures (see Note 9), and the derivative liability balance was increased by $ 1,671,000 , representing the change in the fair value of the derivative liability from the respective prior period recorded as a component of other expenses 3,639,000 833,000 |
LEASE LIABILITIES
LEASE LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 11 – LEASE LIABILITIES The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the balance sheets. Operating Leases The Company leases approximately 4,500 five May 31, 2023 3,994 3 The Company leases a 30,000 63 August 1, 2026 10,200 2 The Company leases a 10,000 The lease is for a 62 7,261 1.5 Finance Leases On March 17, 2020, the Company entered into a lease agreement for equipment. The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025 676 During the six months ended June 30, 2022 and 2021, lease costs totaled $ 152,841 93,569 Our ROU asset balance was $ 966,955 96,219 870,736 As of December 31, 2021, lease liabilities totaled $ 1,052,720 25,481 1,027,239 3,798 99,476 949,446 21,683 927,763 224,162 725,284 As of June 30, 2022, the weighted average remaining lease terms for operating lease and finance lease are 4.14 2.75 10.00 2.09 Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES Years Ending December 31, Amount 2022 (remaining) $ 154,969 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 198,217 Total payments 1,159,331 Less: Amount representing interest (209,885 ) Present value of net minimum lease payments 949,446 Less: Current portion (224,162 ) Non-current portion $ 725,284 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Preferred Stock The Company’s issued and outstanding preferred stock, par value $ 0.00001 988,000 988,000 Series A Preferred Stock The Company had authorized 4,000,000 0.00001 Series B Preferred Stock The Company had authorized 1,200,000 0.00001 488,000 Series C Preferred Stock On July 8, 2020, the Company reduced the authorized number of Series C Preferred Stock from 3,300,000 250 0.00001 The Company also amended the terms of the Series C Preferred Stock. The holders of shares of the Series Preferred C Stock are now entitled to 2,000,000 votes for every share of our Series Preferred C Stock held. The holders of the Series Preferred C Stock are not entitled to receive dividends. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment will be made to the holders of any stock ranking junior to the Series C Preferred Stock, the holders of the Series C Preferred Stock will be entitled to be paid out of the Company’s assets an amount equal to $1.00 in the aggregate for all issued and outstanding shares of the Series C Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like with respect to such shares) (the “Preference Value”) The Company has authorized 250 140 each share of the Series C Preferred Stock automatically converted into one share of Common Stock on the one-year anniversary of the issuance date. At June 30, 2022 and December 31, 2021, no shares of Series C Preferred Stock were issued and outstanding. Series D Preferred Stock The Company had authorized 500,000 0.00001 500,000 Common Stock The Company has authorized 2,500,000,000 1,709,122,945 1,004,709,546 Equity Transactions On April 1, 2022, the Company granted 1,000,000 0.0085 8,500 During the six months ended June 30, 2022, the Company issued an aggregate of 678,413,399 5,859,165 2,600,000 137,128 0.0040 During the six months ended June 30, 2022, and in connection with the issuance of the debenture, the Company issued to the lender 25,000,000 0.0040 25,000,000 135,000 During the six months ended June 30, 2021, the Company issued an aggregate of 55,464,596 1,122,984 1,100,000 22,882 0.0204 During the six months ended June 30, 2021, the Company issued 9,000,000 270,900 Common Stock Issuable On August 12, 2015, the Company entered into an Employment Agreement with Robert Clark (the “Clark Employment Agreement”). On December 1, 2016, the Company entered into an Amendment to Employment Agreement (the “Clark Amendment”; and, together with the Clark Employment Agreement, the “Amended Clark Employment Agreement”). Pursuant to the terms of the Amendment Clark Employment Agreement, the Company agreed to issue, among other securities, 200,000,000 Immediately, Mr. Clark decided to defer receipt of 80,000,000 of such shares; thus leaving 120,000,000 shares of the Common Stock to be issued to him The 120,000,000 30,000,000 40,000,000 50,000,000 40,000,000 50,000,000 170,000,000 1,386,497 1,386,497 Summary of Warrants A summary of warrants for the six months ended June 30, 2022, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Warrants granted 8,333,333 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, June 30, 2022 178,333,333 $ 0.03 Balance exercisable, June 30, 2022 178,333,333 $ 0.03 Information relating to outstanding warrants at June 30, 2022, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING WARRANTS Outstanding Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.03 158,333,333 2.01 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.87 $ 0.05 20,000,000 $ 0.02 178,333,333 1.89 $ 0.03 178,333,333 $ 0.03 Based on the fair market value of $ 0.0086 In connection with the issuance of convertible secured debentures on May 2, 2022 (see Note 9), the Company granted warrants with a relative fair value of $ 103,000 8,333,333 0.03 103,000 0.0180 132 0 2.16 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Subsequent to June 30, 2022, the Company issued an aggregate of 72,033,921 300,000 2,542 0.0042 Pursuant to a Securities Purchase Agreement dated July 28, 2022 (the “SPA”), the Company completed a private placement of a Senior Secured Promissory Note (the “Senior Note”) with an initial principal amount of $ 595,000 100,000,000 The transactions contemplated by the SPA were consummated on July 29, 2022 (the “Issue Date”). Upon the funding, the Company sold and issued the Senior Note and granted the Warrant. Pursuant to the SPA, the purchase price for the Senior Note was $ 595,000 92,325 8 47,500 38,325 6,500 The Senior Note is due 12 months from its issuance date and is secured by all of the Company’s assets and the assets of each of its subsidiaries pursuant to the Security Agreement. The security interest granted to the Investor under the Security Agreement is subordinate to the continuing security interest that remains in effect pursuant to the previous grant of a security interest in connection with a still-outstanding debenture to an earlier investor. Initially, the Senior Note is convertible into shares of the Company’s Common Stock (the “Conversion Shares”) at a fixed conversion price of $ 0.0045 4.99 10 At our option, the Company has the right to redeem, in full, the outstanding principal and interest under the Senior Note prior to its maturity date; provided that 750 The Company also granted the Warrant to purchase up to an aggregate of the 100,000,000 five 0.0045 The Warrant contains an adjustment provision that, subject to certain exceptions, reduces the exercise price if the Company issues shares of its Common Stock or common stock equivalents at a price lower than the then-current exercise price of the Warrant. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will result in an equitable adjustment of the exercise price of the Warrant and also, in certain circumstances, the number of Warrant Shares. The Warrant is subject to an “exercise blocker,” such that the Investor cannot exercise any portion of the Warrant that would result in the Investor and its affiliates holding more than 4.99 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States. |
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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Sales are made to customers under terms allowing certain limited rights of return. The Company records an allowance and return for each quarter for 3 36,700 19,800 71,800 57,417 The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 219,790 $ 414,937 (47 )% Amazon and Walmart Marketplace 44,565 39,256 14 % Online Sales 13,709 21,843 (37 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales Returns and Allowances (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 413,107 $ 672,873 (39 )% Amazon and Walmart Marketplace 80,089 77,759 3 % Online Sales 22,316 40,047 (44 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales Returns and Allowances (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 50,792 $ 113,434 (55 )% CBD Energy Waters 17,249 31,682 (46 )% Lemonade Drinks 209,976 329,893 (36 )% Apparel 47 1,027 (95 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales returns and allowance (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 118,574 $ 201,926 (41 )% CBD Energy Waters 41,588 51,762 (20 )% Lemonade Drinks 354,238 535,733 (34 )% Apparel 112 1,258 (91 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales returns and allowance (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the period ended June 30, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES June 30, 2022 June 30, 2021 Warrants 178,333,333 70,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock - 140 Common stock equivalent of Series D Convertible Preferred Stock 500,000 500,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 161,707,234 80,508,648 Total 511,028,567 321,496,788 |
Stock Compensation Expense | Stock Compensation Expense The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs for the six months ended June 30, 2022 and 2021, were $ 105,956 24,100 |
Concentrations | Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 Gross sales. 10 30 10 19 Accounts receivable. 15 60 Co-Packers. Purchases from vendors. 32 20 11 33 13 12 11 Accounts payable. 10 13 21 20 14 12 11 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Segments | Segments The Company operates in one |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET REVENUES BY REVENUE | The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 219,790 $ 414,937 (47 )% Amazon and Walmart Marketplace 44,565 39,256 14 % Online Sales 13,709 21,843 (37 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales Returns and Allowances (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 413,107 $ 672,873 (39 )% Amazon and Walmart Marketplace 80,089 77,759 3 % Online Sales 22,316 40,047 (44 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales Returns and Allowances (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 50,792 $ 113,434 (55 )% CBD Energy Waters 17,249 31,682 (46 )% Lemonade Drinks 209,976 329,893 (36 )% Apparel 47 1,027 (95 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales returns and allowance (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 118,574 $ 201,926 (41 )% CBD Energy Waters 41,588 51,762 (20 )% Lemonade Drinks 354,238 535,733 (34 )% Apparel 112 1,258 (91 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales returns and allowance (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % |
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES | For the period ended June 30, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES June 30, 2022 June 30, 2021 Warrants 178,333,333 70,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock - 140 Common stock equivalent of Series D Convertible Preferred Stock 500,000 500,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 161,707,234 80,508,648 Total 511,028,567 321,496,788 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY June 30, 2022 December 31, 2021 Raw materials $ 219,683 $ 70,592 Finished goods, net 970,230 504,219 Total $ 1,189,913 $ 574,811 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT June 30, 2022 December 31, 2021 Furniture and Fixtures $ 77,154 $ 75,070 Computers and Software 32,325 29,196 Machinery & Equipment 116,754 108,799 Vehicles 250,093 239,093 Total cost 476,326 452,158 Accumulated depreciation (148,371 ) (104,121 ) Property, plant and equipment, net $ 327,955 $ 348,037 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSET | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET June 30, 2022 December 31, 2021 Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (26,462 ) (21,585 ) Total Intangible Assets, net of amortization $ 71,078 $ 75,955 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 (remaining) $ 4,877 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 71,078 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable Related Parties | |
SCHEDULE OF NOTES PAYABLE RELATED PARTY | Notes payable with related parties consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY June 30, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 200,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (e) 50,500 53,500 Total notes payable – related parties 1,728,651 1,531,651 Notes payable – related parties, current portion (1,728,651 ) (6,000 ) Notes payable – related parties, net of current portion $ - $ 1,525,651 (a) On April 4, 2019, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2023 1,352,651 1,352,651 (b) On May 6, 2022, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 300,000 3.75 May 6, 2023 200,000 (b) On August 29, 2019, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 200,000 3.75 August 29, 2022 125,500 125,500 (c) On February 19, 2019, the Company issued an unsecured Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 3,000 50,500 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Note payable (a) $ 30,193 $ 33,312 Note payable (b) 39,389 - Note payable (c) 250,000 - Less debt discount (c) (99,031 ) - Total notes payable, net 220,551 33,312 Notes payable, current portion (198,332 ) (7,974 ) Notes payable, net of current portion $ 22,219 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 3,119 30,193 7,974 (b) In April 2021, the Company entered into a Line of Credit Agreement with Wells Fargo Bank. The Line of Credit is personally guaranteed by Robert Clark, the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 42,000 11.50 39,389 (c) On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 99,031 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Secured Convertible Debentures | |
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY | Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of June 30, 2022 and December 31, 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY June 30, 2022 December 31, 2021 YA II PN, Ltd. $ 900,000 $ 3,000,000 Less debt discount (815,270 ) (2,150,067 ) Secured debentures, net $ 84,730 $ 849,933 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | As of June 30, 2022 and December 31, 2021, the derivative liabilities were valued using the Binomial pricing model and/or Black Scholes pricing model with the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY At June 30, 2022 Remaining 2022 New Derivative 2022 At December 31, 2021 Stock Price $ 0.0086 $ .0120 $ .0168 $ 0.0052 Exercise Price $ 0.0058 $ .0062 $ .0082 $ 0.0039 Expected Life (Years) 0.85 0.34 1.00 0.74 Volatility 171 % 171 % 132 % 95 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 2.80 % 1.72 % 2.16 % 0.39 % Fair value: Conversion feature $ 833,000 $ 3,639,000 $ 680,000 $ 2,121,000 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Lease Liabilities | |
SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES | Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES Years Ending December 31, Amount 2022 (remaining) $ 154,969 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 198,217 Total payments 1,159,331 Less: Amount representing interest (209,885 ) Present value of net minimum lease payments 949,446 Less: Current portion (224,162 ) Non-current portion $ 725,284 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF SUMMARY OF WARRANTS | A summary of warrants for the six months ended June 30, 2022, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Warrants granted 8,333,333 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, June 30, 2022 178,333,333 $ 0.03 Balance exercisable, June 30, 2022 178,333,333 $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANTS | Information relating to outstanding warrants at June 30, 2022, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING WARRANTS Outstanding Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.03 158,333,333 2.01 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.87 $ 0.05 20,000,000 $ 0.02 178,333,333 1.89 $ 0.03 178,333,333 $ 0.03 |
BASIS OF PRESENTATION AND LIQ_2
BASIS OF PRESENTATION AND LIQUIDITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Aug. 09, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||||||
Net loss | $ 1,388,525 | $ 373,214 | $ 4,950,087 | $ 2,192,939 | |||||
Cash used in operations | 1,619,355 | 875,555 | |||||||
Stockholders deficit | 2,991,280 | $ 2,604,138 | 2,991,280 | $ 2,604,138 | $ 4,362,006 | $ 4,124,858 | $ 2,470,098 | $ 2,857,654 | |
Cash | $ 6,188 | $ 6,188 | $ 703,825 | ||||||
Subsequent Event [Member] | Secured Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from secured debt | $ 547,500 |
SCHEDULE OF NET REVENUES BY REV
SCHEDULE OF NET REVENUES BY REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Product Information [Line Items] | ||||
Net revenues | $ 1,173,398 | $ 790,809 | $ 2,168,529 | $ 1,252,980 |
% change | 48% | 73% | ||
Sales Returns and Allowances [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ (36,700) | (19,800) | $ (71,800) | (57,417) |
% change | 85% | 25% | ||
Distributors [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 219,790 | 414,937 | $ 413,107 | 672,873 |
% change | (47.00%) | (39.00%) | ||
Amazon and Walmart Market Place [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 44,565 | 39,256 | $ 80,089 | 77,759 |
% change | 14% | 3% | ||
Online Sales [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 13,709 | 21,843 | $ 22,316 | 40,047 |
% change | (37.00%) | (44.00%) | ||
Retail [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 927,614 | 328,848 | $ 1,719,015 | 509,130 |
% change | 182% | 238% | ||
Shipping [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 4,420 | 5,725 | $ 5,802 | 10,588 |
% change | (23.00%) | (45.00%) | ||
Hemp Energy Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 50,792 | 113,434 | $ 118,574 | 201,926 |
% change | (55.00%) | (41.00%) | ||
CBD Energy Waters [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 17,249 | 31,682 | $ 41,588 | 51,762 |
% change | (46.00%) | (20.00%) | ||
Lemonade Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 209,976 | 329,893 | $ 354,238 | 535,733 |
% change | (36.00%) | (34.00%) | ||
Apparel [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 47 | $ 1,027 | $ 112 | $ 1,258 |
% change | (95.00%) | (91.00%) |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 511,028,567 | 321,496,788 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 178,333,333 | 70,000,000 |
Common Stock Equivalent of Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 488,000 | 488,000 |
Common Stock Equivalent of Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 140 | |
Common Stock Equivalent of Series D Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 500,000 | 500,000 |
Common Stock Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 170,000,000 | 170,000,000 |
Common Stock on Convertible Debentures and Accrued Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 161,707,234 | 80,508,648 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Total sales, percentage | 3% | ||||
Sales return, and allowance | $ (1,173,398) | $ (790,809) | $ (2,168,529) | $ (1,252,980) | |
Advertising cost | 105,956 | $ 24,100 | |||
Cash FDIC insured amount | $ 250,000 | $ 250,000 | |||
Number of segment reporting | Segment | 1 | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | 30% | 10% | 19% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 15% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 60% | ||||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 32% | 33% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 20% | 13% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 11% | 12% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Four [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 11% | ||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | 20% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 13% | 14% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Three [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 21% | 12% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Four [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 11% | ||||
Sales Returns and Allowances [Member] | |||||
Product Information [Line Items] | |||||
Sales return, and allowance | $ 36,700 | $ 19,800 | $ 71,800 | $ 57,417 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 219,683 | $ 70,592 |
Finished goods, net | 970,230 | 504,219 |
Total | $ 1,189,913 | $ 574,811 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory net of reserve | $ 150,000 | $ 150,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 476,326 | $ 452,158 |
Accumulated depreciation | (148,371) | (104,121) |
Property, plant and equipment, net | 327,955 | 348,037 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 77,154 | 75,070 |
Computers Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 32,325 | 29,196 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 116,754 | 108,799 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 250,093 | $ 239,093 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Selling, General and Administrative Expenses [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 44,250 | $ 20,503 |
ACQUISITION OF S AND S BEVERA_2
ACQUISITION OF S AND S BEVERAGE, INC. (Details Narrative) - S and S Beverage Inc [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Stock issued for acquisition | 9,000,000 | 9,000,000 | |||
Aggregate acquisition payments | $ 1,050,000 | ||||
Business combination contingent consideration asset | 89,249 | ||||
Payments to acquire businesses gross | $ 400,000 | $ 8,586 | |||
Share price | $ 2 | ||||
Business combination consideration transferred liabilities incurred | 666,731 | $ 675,317 | |||
Business combination price of acquisition expected | 60,000 | ||||
Revenue | $ 209,861 | 368,879 | |||
Loss from operations | 10,258 | 95,923 | |||
Net loss | $ 5,675 | $ 89,116 |
SCHEDULE OF INTANGIBLE ASSET (D
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 85,340 | $ 85,340 |
Website development | 12,200 | 12,200 |
Accumulated amortization | (26,462) | (21,585) |
Total Intangible Assets, net of amortization | $ 71,078 | $ 75,955 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remaining) | $ 4,877 | |
2023 | 9,754 | |
2024 | 9,754 | |
2025 | 9,754 | |
2026 | 9,754 | |
Thereafter | 27,185 | |
Total Intangible Assets, net of amortization | $ 71,078 | $ 75,955 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 4,877 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | $ 1,728,651 | $ 1,531,651 | |
Notes payable – related parties, current portion | (1,728,651) | (6,000) | |
Notes payable – related parties, net of current portion | 1,525,651 | ||
Notes Payable Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [1] | 1,352,651 | 1,352,651 |
Notes Payable Related Party One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [2],[3] | 200,000 | |
Notes Payable Related Party Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [4] | 125,500 | 125,500 |
Notes Payable Related Party Three [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | $ 50,500 | $ 53,500 | |
[1]On April 4, 2019, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2023 1,352,651 1,352,651 200,000 3.75 August 29, 2022 125,500 125,500 300,000 3.75 May 6, 2023 200,000 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 3,000 50,500 |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) (Parenthetical) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
May 06, 2022 | Mar. 15, 2022 | Apr. 04, 2019 | Aug. 29, 2019 | Feb. 19, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||
Notes payable | $ 220,551 | $ 33,312 | |||||
Notes Payable Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Line of credit from related party | $ 300,000 | $ 1,500,000 | |||||
Line of credit facility interest rate during period | 3.75% | 3.75% | |||||
Maturity date | May 06, 2023 | Apr. 04, 2023 | |||||
Line of credit | 1,352,651 | 1,352,651 | |||||
Notes Payable Related Party One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Line of credit | 200,000 | ||||||
Notes Payable Related Party Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Line of credit from related party | $ 200,000 | ||||||
Line of credit facility interest rate during period | 3.75% | ||||||
Maturity date | Aug. 29, 2022 | ||||||
Line of credit | 125,500 | 125,500 | |||||
Notes Payable Related Party Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt outstanding amount | $ 58,000 | $ 70,000 | |||||
Debt instrument periodic payment | $ 500 | $ 500 | 3,000 | ||||
Maturity date description | final payment due in March 2023 | final payment due in March 2021 | |||||
Notes payable outstanding | $ 53,500 | ||||||
Notes payable | $ 50,500 |
NOTES PAYABLE _ RELATED PARTI_3
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - Notes Payable Related Party [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Interest payable current | $ 122,906 | $ 95,873 |
Increase in accrued interest | $ 27,033 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Less debt discount (c) | [1] | $ (99,031) | |
Total notes payable, net | 220,551 | 33,312 | |
Notes payable, current portion | (198,332) | (7,974) | |
Notes payable, net of current portion | 22,219 | 25,338 | |
Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable (c) | [2] | 30,193 | 33,312 |
Notes Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable (c) | [3] | 39,389 | |
Notes Payable Two [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable (c) | [1] | $ 250,000 | |
[1]On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 99,031 34,763 20,000 60 5.44 665 33,312 3,119 30,193 7,974 42,000 11.50 39,389 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) $ / shares in Units, shares in Millions | 6 Months Ended | 12 Months Ended | ||||
Mar. 25, 2022 | Aug. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Payments to acquire property plant and equipment | $ 24,168 | $ 26,247 | ||||
Unaffiliated Individual [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Principal amount | $ 250,000 | |||||
Interest rate, percentage | 0.97% | |||||
Maturity date | Mar. 24, 2023 | |||||
Stock issued during period shares, new issues | 25 | |||||
Share price | $ 0.004 | |||||
Stock issued during period value new issues | $ 135,000 | |||||
Secured debt | 250,000 | |||||
Unamortized debt discount | 99,031 | |||||
Line of Credit Agreement [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 42,000 | |||||
Line of credit facility, interest rate at period end | 11.50% | |||||
Long-Term Line of Credit | 39,389 | |||||
Vehicles [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Principal amount | $ 34,763 | 3,119 | ||||
Payments to acquire property plant and equipment | $ 20,000 | |||||
Debt instrument term | 60 months | |||||
Interest rate, percentage | 5.44% | |||||
Debt instrument periodic payment interest | $ 665 | |||||
Debt instrument periodic payment interest | 30,193 | $ 33,312 | ||||
Loans payable current | $ 7,974 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - Notes Payable [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest payable | $ 651 | $ 0 |
Increase in accrued interest | $ 651 |
SCHEDULE OF SECURED DEBENTURES
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY (Details) - Secured Debenture [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
YA II PN, Ltd. | $ 900,000 | $ 3,000,000 |
Less debt discount | (815,270) | (2,150,067) |
Secured debentures, net | $ 84,730 | $ 849,933 |
SECURED CONVERTIBLE DEBENTURE_2
SECURED CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | May 02, 2022 | |
Short-Term Debt [Line Items] | |||||||
Aggregate debenture amount | $ 289,389 | ||||||
Warrant exercise price | $ 0.03 | ||||||
Debt discount | 480,763 | ||||||
Gain (Loss) on Extinguishment of Debt | $ (326,230) | (873,040) | |||||
Secured Debentures [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Interest expense | 815,270 | 815,270 | $ 2,150,067 | ||||
Debt conversion into stock | 137,128 | ||||||
Long-Term Debt, Gross | 900,000 | 900,000 | 3,000,000 | ||||
Convertible Notes Payable | 84,730 | 84,730 | 849,933 | ||||
Interest expense | $ 444,793 | ||||||
Convertable securities | 161,707,234 | ||||||
Accrued interest | 4,767 | $ 4,767 | 54,110 | ||||
Increase in accrued interest | 77,785 | ||||||
Secured Debentures [Member] | Selling Stockholders [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Aggregate debenture amount | $ 500,000 | $ 4,500,000 | |||||
Debt conversion price | $ 0.03 | $ 0.03 | |||||
Debt description | The debentures bear interest at a rate of 8% per annum, secured by all of the tangible and intangible assets of the Company and are also convertible into shares of the Company’s common stock at a conversion price of $0.03 per share or 80% of the lowest daily volume weighted average price (“VWAP”) of Common Stock during the 10 trading days immediately preceding the conversion date | the weighted average (among the principal of the debentures) of 76.7% of the lowest VWAP of the Company’s common stock during the 15 trading days immediately preceding the conversion date, whichever is lower | |||||
Purchase of warrant | 8,333,333 | 150,000,000 | |||||
Warrant exercise price | $ 0.03 | $ 0.03 | |||||
Warrant, description | Fifty million of the warrants will expire on February 10, 2024 and 100,000,0000 of the warrants will expire on August 20, 2024. As a result of these issuances and grants, we incurred the following (a) derivative liability of $3,982,000 related to the conversion feature of the debentures; (b) relative fair value of the warrants granted of $1,581,000; and (c) and original issue discounts of $195,000 of the debentures for a total of $5,758,000, of which, $4,423,000 was accounted as debt discount and the remaining $1,335,000 as financing costs | ||||||
Derivative liability | $ 680,000 | $ 3,982,000 | |||||
Fair value of warrant | 81,000 | 1,581,000 | |||||
Original issue discount | 25,000 | 195,000 | |||||
Debt Instrument, Face Amount | 786,000 | 5,758,000 | |||||
Debt discount | 5,000 | 44,230 | |||||
Financing costs | 286,000 | 1,335,000 | |||||
Interest expense | $ 443,764 | 1,354,280 | 1,354,280 | $ 2,150,067 | |||
Convertible Debt | 2,600,000 | 2,600,000 | |||||
Interest Payable | 137,128 | 137,128 | |||||
Debt conversion into stock | $ 2,737,128 | ||||||
Shares issued upon conversion of debt | 678,413,399 | ||||||
Debt Instrument, Fair Value Disclosure | 5,859,165 | $ 5,859,165 | |||||
Long-Term Debt | $ 2,737,128 | 2,737,128 | |||||
Option derivative bifurcated conversion amount | 3,639,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 873,040 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 02, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Stock price | $ 833,000 | $ 2,121,000 | |
Derivative liabilities activity | 3,639,000 | ||
Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities activity | $ 680,000 | ||
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement inpu | 0.0086 | 0.0052 | |
Derivative liabilities measurement input, Activity | 0.0120 | ||
Measurement Input, Share Price [Member] | Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Activity | 0.0168 | ||
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement inpu | 0.0058 | 0.0039 | |
Derivative liabilities measurement input, Activity | 0.0062 | ||
Measurement Input, Exercise Price [Member] | Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Activity | 0.0082 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement inpu | 10 months 6 days | 8 months 26 days | |
Derivative liabilities measurement input, Activity | 4 months 2 days | ||
Measurement Input, Expected Term [Member] | Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Activity | 1 year | ||
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement inpu | 171 | 95 | 132 |
Derivative liabilities measurement input, Activity | 171 | ||
Measurement Input, Price Volatility [Member] | Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Activity | 132 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement inpu | 0 | 0 | 0 |
Derivative liabilities measurement input, Activity | 0 | ||
Measurement Input, Expected Dividend Rate [Member] | Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Activity | 0 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement inpu | 2.80 | 0.39 | 2.16 |
Derivative liabilities measurement input, Activity | 1.72 | ||
Measurement Input, Risk Free Interest Rate [Member] | Derivative [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liabilities measurement input, Activity | 2.16 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liabilities secured convertible debentures | $ 680,000 | $ 680,000 | |||
Derivative, gain (loss) on derivative, net | (122,000) | $ (141,497) | 1,671,000 | $ 124,369 | |
Derivative liability balance related to embedded conversion feature | 3,639,000 | 3,639,000 | |||
Derivative liabilities measurement input, Stock price | $ 833,000 | $ 833,000 | $ 2,121,000 |
SCHEDULE OF FUTURE PAYMENTS DUE
SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Lease Liabilities | ||
2022 (remaining) | $ 154,969 | |
2023 | 282,347 | |
2024 | 262,715 | |
2025 | 261,083 | |
2026 and thereafter | 198,217 | |
Total payments | 1,159,331 | |
Less: Amount representing interest | (209,885) | |
Present value of net minimum lease payments | 949,446 | |
Less: Current portion | (224,162) | $ (213,837) |
Non-current portion | $ 725,284 | $ 838,883 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 6 Months Ended | |||
Mar. 17, 2020 USD ($) | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Finance lease, principal payments | $ 3,798 | |||
Lease cost | 152,841 | $ 93,569 | ||
Operating lease liabilities right of use asset | 870,736 | $ 966,955 | ||
Operating leases | 96,219 | |||
Lease liabilities | 1,052,720 | |||
Finance leases liabilities | 21,683 | 25,481 | ||
Operating lease liability | 927,763 | 1,027,239 | ||
Increase In Operating Lease | 3,798 | |||
Finance lease, interest payment on liability | 99,476 | |||
Lease Deposit Liability | 949,446 | |||
Operating lease, liability, current | 224,162 | 213,837 | ||
Operating lease liability, noncurrent | $ 725,284 | $ 838,883 | ||
Operating lease, weighted average remaining lease term | 4 years 1 month 20 days | |||
Finance lease, weighted average remaining lease term | 2 years 9 months | |||
Operating lease, weighted average discount rate, percent | 10% | |||
Finance lease, weighted average discount rate, percent | 2.09% | |||
Lease Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease description | The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025 | |||
Finance lease, principal payments | $ 676 | |||
Corporate Office and Warehouse [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 4,500 | |||
Lease term | 5 years | |||
Lease expires | May 31, 2023 | |||
Base rent | $ 3,994 | |||
Rent lease percentage | 3% | |||
Warehouse and Main Distribution Hub [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 30,000 | |||
Lease term | 63 months | |||
Lease expires | Aug. 01, 2026 | |||
Rent lease percentage | 2% | |||
Monthly rent payments | $ 10,200 | |||
Distribution Hub [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 10,000 | |||
Lease term | 62 months | |||
Rent lease percentage | 1.50% | |||
Lease decription | The lease is for a 62-month term that commenced in October 2021 and expires in November 2026 | |||
Operating lease expense | $ 7,261 |
SCHEDULE OF SUMMARY OF WARRANTS
SCHEDULE OF SUMMARY OF WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 170,000,000 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 0.03 |
Number of Warrants Outstanding, Granted | shares | 8,333,333 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.03 |
Number of Warrants Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants Outstanding, Forfeited/Cancelled | shares | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Number of Warrants Outstanding, Ending | shares | 178,333,333 |
Weighted Average Exercise Price,Ending | $ / shares | $ 0.03 |
Options, exercisable, number | shares | 178,333,333 |
Outstanding Weighted Average Exercisable Price | $ / shares | $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | May 02, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights | $ 0.03 | ||
Class of warrant or right, number of securities called by warrants or rights | 178,333,333 | 8,333,333 | |
Class of warrant or right number of useful life | 1 year 10 months 20 days | ||
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.03 | ||
Number of Warrants Outstanding | 178,333,333 | 170,000,000 | |
Weighted Average Exercise Price | $ 0.03 | $ 0.03 | |
Warrant One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights | $ 0.03 | ||
Class of warrant or right, number of securities called by warrants or rights | 158,333,333 | ||
Class of warrant or right number of useful life | 2 years 3 days | ||
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.03 | ||
Number of Warrants Outstanding | 158,333,333 | ||
Weighted Average Exercise Price | $ 0.03 | ||
Warrant Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights | $ 0.05 | ||
Class of warrant or right, number of securities called by warrants or rights | 20,000,000 | ||
Class of warrant or right number of useful life | 10 months 13 days | ||
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.05 | ||
Number of Warrants Outstanding | 20,000,000 | ||
Weighted Average Exercise Price | $ 0.02 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 6 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||||||
Apr. 01, 2022 shares | Oct. 01, 2021 USD ($) $ / shares | Jan. 21, 2021 shares | Jul. 08, 2020 $ / shares shares | Jul. 31, 2019 shares | Apr. 19, 2018 shares | Dec. 01, 2016 shares | May 16, 2016 shares | Mar. 02, 2016 shares | Oct. 28, 2015 shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) shares | May 02, 2022 USD ($) $ / shares shares | Dec. 31, 2020 shares | Jul. 07, 2020 shares | |
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||||
Preferred stock, shares issued | 988,000 | 988,000 | |||||||||||||||
Preferred Stock, shares authorized | 5,700,250 | 5,700,250 | |||||||||||||||
Preferred stock, shares issued | 988,000 | 988,000 | |||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |||||||||||||||
Common stock, shares issued | 1,709,122,945 | 1,004,709,546 | |||||||||||||||
Common stock, shares outstanding | 1,709,122,945 | 1,004,709,546 | |||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 270,900 | ||||||||||||||||
Stock repurchased during period, value | $ | $ 1,386,497 | $ 1,386,497 | |||||||||||||||
Share-based payment award, exercise price | $ / shares | $ 0.0086 | ||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 178,333,333 | 8,333,333 | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.03 | ||||||||||||||||
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 0.0180 | ||||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Risk-Free Interest Rate | 171 | 95 | 132 | ||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Risk-Free Interest Rate | 0 | 0 | 0 | ||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Risk-Free Interest Rate | 2.80 | 0.39 | 2.16 | ||||||||||||||
Robert Clark [Member] | Employment Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued, shares | 200,000,000 | ||||||||||||||||
Employement agreement description | Immediately, Mr. Clark decided to defer receipt of 80,000,000 of such shares; thus leaving 120,000,000 shares of the Common Stock to be issued to him | ||||||||||||||||
Robert Clark [Member] | Oral Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock repurchased during period, shares | 170,000,000 | ||||||||||||||||
Stock repurchased during period, value | $ | $ 1,386,497 | ||||||||||||||||
S and S Beverage Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, acquisitions | 9,000,000 | 9,000,000 | |||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 270,900 | ||||||||||||||||
2021 Convertible Secured Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Fair value of warrant | $ | $ 103,000 | ||||||||||||||||
Fair value adjustment of warrants grant | $ | $ 103,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued upon conversion of debt | 678,413,399 | ||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0085 | $ 0.0040 | |||||||||||||||
Common stock issued with note payable received as debt discount shares | 25,000,000 | ||||||||||||||||
Stock issued, shares | 25,000,000 | ||||||||||||||||
Stock issued, value | $ | $ 135,000 | ||||||||||||||||
Stock issued during period, shares, acquisitions | 9,000,000 | ||||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 90 | ||||||||||||||||
Common Stock [Member] | Robert Clark [Member] | Employment Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued, shares | 120,000,000 | 50,000,000 | 40,000,000 | 30,000,000 | |||||||||||||
Number of shares were cancelled and returned | 50,000,000 | 40,000,000 | |||||||||||||||
Common Stock [Member] | Convertible Secured Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued upon conversion of debt | 1,000,000 | 55,464,596 | |||||||||||||||
Debt conversion, amount | $ | $ 8,500 | 5,859,165 | $ 1,122,984 | ||||||||||||||
Debt Instrument, Face Amount | $ | 2,600,000 | 1,100,000 | |||||||||||||||
Interest payable current | $ | $ 137,128 | $ 22,882 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0040 | $ 0.0204 | |||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||||
Preferred Stock, shares authorized | 4,000,000 | 4,000,000 | |||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||||
Preferred stock, shares issued | 488,000 | 488,000 | |||||||||||||||
Preferred Stock, shares authorized | 1,200,000 | 1,200,000 | |||||||||||||||
Preferred stock, shares issued | 488,000 | 488,000 | |||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | ||||||||||||||||
Preferred stock, shares issued | 140 | ||||||||||||||||
Preferred Stock, shares authorized | 250 | 250 | 3,300,000 | ||||||||||||||
Preferred stock, shares issued | 140 | ||||||||||||||||
Equity description | The Company also amended the terms of the Series C Preferred Stock. The holders of shares of the Series Preferred C Stock are now entitled to 2,000,000 votes for every share of our Series Preferred C Stock held. The holders of the Series Preferred C Stock are not entitled to receive dividends. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment will be made to the holders of any stock ranking junior to the Series C Preferred Stock, the holders of the Series C Preferred Stock will be entitled to be paid out of the Company’s assets an amount equal to $1.00 in the aggregate for all issued and outstanding shares of the Series C Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like with respect to such shares) (the “Preference Value”) | ||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | |||||||||||||||
Preferred Stock, shares authorized | 500,000 | 500,000 | |||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||
Aug. 13, 2022 | Jul. 29, 2022 | Jul. 28, 2022 | Jun. 30, 2022 | May 02, 2022 | |
Subsequent Event [Line Items] | |||||
Warrants to purchase shares | 178,333,333 | 8,333,333 | |||
Exercise price | $ 0.03 | ||||
Securities Purchase Agreement [Member] | Kona Gold Beverage [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity interest rate | 4.99% | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 595,000 | ||||
Debt conversion price | $ 0.0045 | ||||
Issuance of stock | 100,000,000 | ||||
Issuance of debenture | $ 595,000 | ||||
Issuance fee | $ 92,325 | ||||
Original issue discount, percentage | 800% | ||||
Original issue discount | $ 47,500 | ||||
Diligence and structuring fee | 38,325 | ||||
Investors legal fees | $ 6,500 | ||||
Interest rate | 10% | ||||
Administrative fee | $ 750 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares | 100,000,000 | ||||
Warrants, term | 5 years | ||||
Exercise price | $ 0.0045 | ||||
Subsequent Event [Member] | Secured Convertible Debentures [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued upon conversion of debt | 72,033,921 | ||||
Principal amount | $ 300,000 | ||||
Accrued interest | $ 2,542 | ||||
Debt conversion price | $ 0.0042 |