Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 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 | 000-21202 | |
Entity Registrant Name | Resonate Blends, Inc. | |
Entity Central Index Key | 0000897078 | |
Entity Tax Identification Number | 58-1588291 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 26565 Agoura Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Calabasas | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91302 | |
City Area Code | 571 | |
Local Phone Number | 888-0009 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 69,840,665 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 34,823 | $ 12,913 |
Advances to Suppliers | 14,551 | 10,830 |
Inventories | 266,172 | 245,776 |
Total current assets | 315,546 | 269,519 |
Fixed assets, net | 26,626 | 31,337 |
Derivative Valuation allowance | ||
Investment in equity method investee | 100 | 100 |
TOTAL ASSETS | 342,272 | 300,956 |
Current liabilities | ||
Accounts payable and accrued liabilities | 247,154 | 206,873 |
Due to related parties | 54,500 | 45,000 |
Convertible notes payable, net of discount | 2,503,800 | 1,865,000 |
Derivative liability | 598,902 | 2,286,014 |
Current liabilities of discontinued operations | ||
Total current liabilities | 3,404,356 | 4,402,887 |
Total liabilities | 3,404,356 | 4,402,887 |
Stockholders’ deficit | ||
Common stock; $0.0001 par value; 200,000,000 shares authorized; 47,846,859 and 45,046,637 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. | 4,784 | 4,504 |
Stock subscription receivable | (261,059) | |
Additional paid-in capital | 22,466,272 | 21,867,416 |
Accumulated deficit | (25,272,281) | (25,974,051) |
Total Stockholders’ deficit | (3,062,084) | (4,101,931) |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | 342,272 | 300,956 |
Series C Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | $ 200 | $ 200 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 47,846,859 | 45,046,637 |
Common stock, shares outstanding | 47,846,859 | 45,046,637 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
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 | $ 2,836 | $ 30,488 | ||
COST OF REVENUES | 2,421 | 15,278 | ||
Gross profit | 415 | 15,210 | ||
Operating expenses | ||||
Advertising | 69,806 | 157,544 | 235,277 | 210,919 |
General and administrative expenses | 75,943 | (14,791) | 99,290 | 133,162 |
Legal and Professional fees | 47,663 | 93,350 | 73,338 | 410,494 |
Officer Compensation | 89,250 | 105,364 | 324,250 | 239,114 |
Salaries and Related | 68,750 | 193,750 | ||
Depreciation and amortization | 1,707 | 4,711 | ||
Office Rent | 1,337 | 675 | 2,502 | 1,465 |
Impairment of inhouse software | ||||
Non cash management fees | 4,505 | 986,121 | 206,462 | 986,121 |
Total operating expenses | 290,211 | 1,397,013 | 945,830 | 2,175,025 |
Loss from operations | (289,796) | (1,397,013) | (930,620) | (2,175,025) |
Other Income (expense) | ||||
Other Income | 532 | 844 | ||
Interest expense | (344) | (37,198) | (22,801) | (58,728) |
Gain (Loss) on change of derivative liability | 520,273 | (3,881,807) | 1,687,112 | (4,130,456) |
Amortization of debt discount | (10,583) | |||
Amortization of issuance costs | (123,543) | (31,795) | (123,543) | |
(Loss) Gain on settlement of notes payable | (18,403) | 57,500 | (126) | 57,500 |
Total other Income (expense) | 501,526 | (3,984,516) | 1,632,390 | (4,264,966) |
Income (loss) from investment in equity method investee | ||||
NET INCOME (LOSS) from continuing operations | 211,730 | (5,381,529) | 701,770 | (6,439,991) |
NET INCOME (LOSS) from discontinued operations | ||||
NET INCOME (LOSS) | $ 211,730 | $ (5,381,529) | $ 701,770 | $ (6,439,991) |
Basic weighted average common shares outstanding | 47,846,859 | 31,085,610 | 47,846,859 | 31,085,610 |
Net Income (loss) per common share: basic and diluted | $ 0 | $ (0.17) | $ 0.01 | $ (0.21) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 200 | $ 2,976 | $ 20,101,480 | $ (21,100,995) | $ (996,339) | |
Beginning balance, shares at Dec. 31, 2020 | 2,000,000 | 29,769,627 | ||||
Net income for the quarter | (1,058,462) | (1,058,462) | ||||
Common stock issuance | $ 1,163 | 1,721,338 | 1,722,501 | |||
Common stock issuance, shares | 11,633,260 | |||||
Ending balance, value at Mar. 31, 2021 | $ 200 | $ 4,139 | 21,822,818 | (22,159,457) | (332,300) | |
Ending balance, shares at Mar. 31, 2021 | 2,000,000 | 41,402,887 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 200 | $ 2,976 | 20,101,480 | (21,100,995) | (996,339) | |
Beginning balance, shares at Dec. 31, 2020 | 2,000,000 | 29,769,627 | ||||
Net income for the quarter | (6,439,991) | |||||
Ending balance, value at Jun. 30, 2021 | $ 200 | $ 4,427 | 22,405,737 | (27,540,986) | (5,130,622) | |
Ending balance, shares at Jun. 30, 2021 | 2,000,000 | 44,270,912 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 200 | $ 4,139 | 21,822,818 | (22,159,457) | (332,300) | |
Beginning balance, shares at Mar. 31, 2021 | 2,000,000 | 41,402,887 | ||||
Net income for the quarter | (5,381,529) | (5,381,529) | ||||
Common stock issuance | $ 288 | 582,919 | 583,207 | |||
Common stock issuance, shares | 2,868,025 | |||||
Ending balance, value at Jun. 30, 2021 | $ 200 | $ 4,427 | 22,405,737 | (27,540,986) | (5,130,622) | |
Ending balance, shares at Jun. 30, 2021 | 2,000,000 | 44,270,912 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 200 | $ 4,504 | 21,867,416 | (25,974,051) | (4,101,931) | |
Beginning balance, shares at Dec. 31, 2021 | 2,000,000 | 45,046,637 | ||||
Stock issuance in private placement | $ 107 | 260,952 | (261,059) | |||
Stock issuance in private placement, shares | 1,065,556 | |||||
Stock issuance for debt conversion | $ 78 | 131,447 | 131,525 | |||
Stock issuance for debt conversion, shares | 780,000 | |||||
Stock issuance for services | $ 90 | 201,957 | 202,047 | |||
Stock issuance for services, shares | 904,666 | |||||
Net income for the quarter | 490,040 | 490,040 | ||||
Ending balance, value at Mar. 31, 2022 | $ 200 | $ 4,779 | 22,461,772 | (261,059) | (25,484,011) | (3,278,319) |
Ending balance, shares at Mar. 31, 2022 | 2,000,000 | 47,796,859 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 200 | $ 4,504 | 21,867,416 | (25,974,051) | (4,101,931) | |
Beginning balance, shares at Dec. 31, 2021 | 2,000,000 | 45,046,637 | ||||
Net income for the quarter | 701,770 | |||||
Ending balance, value at Jun. 30, 2022 | $ 200 | $ 4,784 | 22,466,272 | (261,059) | (25,272,281) | (3,062,084) |
Ending balance, shares at Jun. 30, 2022 | 2,000,000 | 47,846,859 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 200 | $ 4,779 | 22,461,772 | (261,059) | (25,484,011) | (3,278,319) |
Beginning balance, shares at Mar. 31, 2022 | 2,000,000 | 47,796,859 | ||||
Stock issuance for services | $ 5 | 4,500 | 4,505 | |||
Stock issuance for services, shares | 50,000 | |||||
Net income for the quarter | 211,730 | 211,730 | ||||
Ending balance, value at Jun. 30, 2022 | $ 200 | $ 4,784 | $ 22,466,272 | $ (261,059) | $ (25,272,281) | $ (3,062,084) |
Ending balance, shares at Jun. 30, 2022 | 2,000,000 | 47,846,859 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net Income (loss) | $ 701,770 | $ (6,439,991) |
Adjustments to reconcile | ||
Amortization and depreciation | 4,711 | 10,583 |
(Gain) Loss on derivative liability | (1,687,112) | 4,130,456 |
Non cash interest expense | 16,142 | |
Stock subscription receivable | (261,059) | |
Share professional fees/ compensation | 206,462 | 82,473 |
Share-based compensation | 986,121 | |
Gain on settlement of Derivative liabilities | (57,500) | |
Changes in assets and liabilities | ||
Inventories | (20,396) | (170,886) |
Advances to suppliers | (3,721) | (54,599) |
Accounts payable and accrued expenses | 40,281 | (199,986) |
Derivative liabilities | ||
Due to Related party | 9,500 | (105,000) |
Net cash used by operating activities | (1,009,564) | (1,802,187) |
Net cash provided by discontinued operations | ||
Net Cash Provided By Used In Operating Activities | (1,009,564) | (1,802,187) |
Cash Flows from investing activities | ||
Purchase of fixed assets | (21,063) | |
Net cash used by investing activities | (21,063) | |
Cash Flows from Financing Activities | ||
Proceeds from subscription | 392,674 | 1,319,587 |
Proceeds from convertible notes (net) | 788,800 | 1,870,000 |
Payments on convertible notes payable | (150,000) | (504,793) |
Net cash provided by financing activities | 1,031,474 | 2,684,794 |
Net increase in cash | 21,910 | 861,544 |
Cash, beginning of period | 12,913 | 114,325 |
Cash, end of period | 34,823 | 975,869 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 58,728 | |
Non-Cash investing and financing transactions | ||
Conversion of debt for common stock | $ 150,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS The Company Resonate Blends, Inc. formerly Textmunication Holdings, Inc. (the “Company”) was incorporated on in October 1984 in the State of Georgia as Brock Control Systems. Founded by Richard T. Brock, the Company was in the sales automation market and an early developer of enterprise customer management systems. The Company went public at the end of March of 1993. In February of 1996, the Company changed its name to Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave Technologies, Inc. On November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation, whereby the sole shareholder of the Company received 65,640,207 100 Textmunication is an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value-added medium. For merchants we provide a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through Textmunication by opting into keywords designated to the merchant’s keywords. On June 25, 2019, the Company issued a press release announcing it plans to change its business direction from its current SMS technology business to focus on the emerging national cannabis market. The Company planned on using its mobile texting platform to enhance communication efforts with the potential acquisitions. On October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends, LLC, a California limited liability company (“Resonate”), and the members of Resonate. As a result of the transaction, Resonate became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5 665,072 We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. Also, on October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”) with Entourage Labs, LLC, a California limited liability company (“Entourage Labs”), and the members of Entourage Labs. As a result of the transaction, Entourage Labs became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5 665,072 We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. In addition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with Mark S. Johnson and the Company’s 49 20,000 The Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $ 180,000 120,000 The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service. On December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary; Resonate Blends, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus. On January 20, 2020, Wais Asefi resigned as Chairman and as a member of our Board of Directors. Mr. Asefi’s resignation is in support of Resonate Blends strategic direction of becoming a pure play cannabis company. The Company does not believe that Mr. Asefi has any disagreements on matters relating to our operations, policies or practices. Also, on January 20, 2020, our Board of Directors appointed Geoffrey Selzer as our Chairman. Also on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $ 200,000 4,000,000 2,000,000 On May 22, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group cancelled 4,822,029 332,842 0.07 On May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $ 200,000 142,500 40,000 40,000 25,000 Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2022, the Company has an accumulated deficit of $ 25,272,281 |
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 Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. However, as of June 30, 2022, the company balances were below the federally insured limit by approximately $ 215,177 Revenue Recognition The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2022 and year ended December 31, 2021. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS As of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 598,902 598,902 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 2,286,014 2,286,014 Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three seven years 1,000 1,000 Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS On May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $ 200,000 4,000,000 2,000,000 On May 22, 2020, the 4,000,000 2,000,000 200,000 ● $ 12,500 250,000 ● $ 12,500 500,000 ● $ 10,000 750,000 ● $ 35,000 1,750,000 ● $ 35,000 2,750,000 ● $ 35,000 3,750,000 ● $ 35,000 4,750,000 ● $ 25,000 5,750,000 On May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $ 200,000 142,500 40,000 40,000 25,000 The outstanding balances as of June 30, 2022 and December 31, 2021 are $ 54,500 and $ 45,000 |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of June 30, 2022 and December 31, 2021: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2022 December 31, 2021 Convertible notes face value $ 2,503,800 $ 1,865,000 Less: Discounts - - Less: Debt issuance cost - - Net convertible notes 2,503,800 $ 1,865,000 The convertible notes as of June 30, 2022 are 8 All notes have an automatic conversion into equity on the maturity date, which is July 3, 2022 5,000,000 1,715,000 150,000 0.10 On January 28, 2022, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with two accredited investors, pursuant to which we issued and sold to the investors two convertible promissory notes, dated January 28, 2022, each in the principal amount of $ 275,000 550,000 500,000 The Purchase Agreements allow for additional notes to be issued to investors up to $ 750,000 55,000 150,000 On March 3, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 55,000 50,000 The maturity date for repayment of the Notes is nine months from issuance and the Notes bear interest at 10 All principal and accrued interest on the Notes are convertible into shares of our common stock. The conversion price shall equal a fixed price of $ 0.15 The “Registration Conversion Price” shall mean 75% multiplied by the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Investors shall be entitled to add to the principal amount of the Note $750.00 for each conversion to cover investor’s deposit fees associated with each Notice of Conversion. “Qualified Offering” means any offer and sale by us of an original issuance of equity securities, comprised of either Common Stock or preferred stock of the Company, in a single transaction to investors pursuant to which at least an aggregate of $ 2,000,000.00 In the event that by the five (5) month anniversary of the issue date a Qualified Offering (as defined above) has not occurred, then we shall file with the SEC a registration statement on Form S-1 covering the resale of the maximum number of Registrable Securities, defined as the Commitment Shares, Conversion Shares and Warrant Shares. In connection with the investment, we issued Commitment Shares to the Investors in the amount of 650,000 812,500 0.40 The Securities Purchase Agreement contain a most favored nation provision that allows the Investor to claim any lower price from any future securities six months after this closing and a blocker on issuing variable rate investments. Finally, on June 27, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 128,500 The Notes are convertible into shares of common stock, $ 0.0001 The six months ended June 2022 and 2021 interest accrued for the convertible notes payable at $ 22,178 58,728 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Office Lease On October 16, 2019, the Company signed a lease agreement that expires on thirty days’ notice. 2,502 1,465 Executive Employment Agreement On October 25, 2019, the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $ 180,000 120,000 120,000 The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY During the second quarter of 2022, the Company issued a total of 50,000 shares of common stock to vendors for compensation and services rendered. The fair market value of the shares issued accounted as expenses as follows: SCHEDULE OF COMPENSATION AND SERVICES RENDERED Professional Fees $ 4,505 Convertible promissory notes - Total $ 4,505 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
DISCONTINUED OPERATIONS | NOTE 7 – DISCONTINUED OPERATIONS On July 20, 2020, the Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company retained its cannabis operations based in Calabasas, California. The Company has accounted for this spinout as a discontinued operation and retroactively reclassified all previously presented financial information. The following summarizes the results of operations for Textmunication, Inc. for the three months ended June 30, 2020 SCHEDULE OF DISCONTINUED OPERATIONS 2020 Revenues $ 305,590 Cost of Revenues (90,559 ) Operating expenses (347,565 ) Loss from operations of discontinued operations (132,534 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On July 15, 2022, we issued a total of 21,993,806 8 1,917,382 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. However, as of June 30, 2022, the company balances were below the federally insured limit by approximately $ 215,177 |
Revenue Recognition | Revenue Recognition The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2022 and year ended December 31, 2021. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS As of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 598,902 598,902 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 2,286,014 2,286,014 |
Net income (loss) per Common Share | Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Property and equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three seven years 1,000 1,000 |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2022 and year ended December 31, 2021. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS As of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 598,902 598,902 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 2,286,014 2,286,014 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following as of June 30, 2022 and December 31, 2021: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2022 December 31, 2021 Convertible notes face value $ 2,503,800 $ 1,865,000 Less: Discounts - - Less: Debt issuance cost - - Net convertible notes 2,503,800 $ 1,865,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF COMPENSATION AND SERVICES RENDERED | SCHEDULE OF COMPENSATION AND SERVICES RENDERED Professional Fees $ 4,505 Convertible promissory notes - Total $ 4,505 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
SCHEDULE OF DISCONTINUED OPERATIONS | SCHEDULE OF DISCONTINUED OPERATIONS 2020 Revenues $ 305,590 Cost of Revenues (90,559 ) Operating expenses (347,565 ) Loss from operations of discontinued operations (132,534 ) |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||
Aug. 11, 2021 | Jun. 27, 2021 | May 14, 2021 | May 13, 2021 | Jul. 20, 2020 | May 22, 2020 | Oct. 25, 2019 | Nov. 16, 2013 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Officers compensation | $ 89,250 | $ 105,364 | $ 324,250 | $ 239,114 | |||||||||
Accumulated deficit | $ 25,272,281 | $ 25,272,281 | $ 25,974,051 | ||||||||||
Asefi Group [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock cancellation, shares | 4,822,029 | ||||||||||||
Stock cancellation, value | $ 332,842 | ||||||||||||
Sale of stock, price per share | $ 0.07 | ||||||||||||
Share Exchange Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares issued during period | 65,640,207 | ||||||||||||
Percenatge of common shares issued | 100% | ||||||||||||
Resonate Purchase Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares issued during period | 665,072 | ||||||||||||
Percenatge of common shares issued | 5% | ||||||||||||
Agreement description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. | ||||||||||||
Entourage Labs Purchase Agreement [Member | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares issued during period | 665,072 | ||||||||||||
Agreement description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. | ||||||||||||
Conveyance Agreement [Member] | Mark S Johnson [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock cancellation, shares | 20,000 | ||||||||||||
Conveyance Agreement [Member] | Mark S Johnson [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Equity interest percenatge | 49% | ||||||||||||
Employment Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Agreement description | The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service. | ||||||||||||
Employment Agreement [Member] | Geoffrey Selzer Chief Executive Officer [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Officers compensation | $ 180,000 | ||||||||||||
Employment Agreement [Member] | Pamela Kerwin Chief Operating Officer [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Officers compensation | $ 120,000 | ||||||||||||
Separation and Release Agreement [Member] | Asefi Group [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock cancellation, shares | 4,000,000 | ||||||||||||
Repayments of debt | $ 200,000 | ||||||||||||
Stock transfered, shares | 2,000,000 | ||||||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Repayments of debt | $ 25,000 | $ 40,000 | $ 40,000 | ||||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Repayments of debt | $ 200,000 | ||||||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Repayments of debt | $ 142,500 |
SUMMARY OF ASSETS AND LIABILITI
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | $ 598,902 | $ 2,286,014 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | $ 598,902 | $ 2,286,014 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |
FDIC insured, amount | $ 215,177 |
Property and equipment, capitalize cost | 1,000 |
Property and equipment, acquired | $ 1,000 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 11, 2021 | Jun. 27, 2021 | May 14, 2021 | May 13, 2021 | Jul. 20, 2020 | May 22, 2020 | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||||
Due to related parties current | $ 54,500 | $ 45,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock cancellation, shares | 4,000,000 | |||||||
Series C Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock cancellation, shares | 2,000,000 | |||||||
Asefi Group [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock cancellation, shares | 4,822,029 | |||||||
Asefi Group [Member] | Separation and Release Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of debt | $ 200,000 | |||||||
Stock cancellation, shares | 4,000,000 | |||||||
Stock transfered, shares | 2,000,000 | |||||||
Geoffrey Selzer [Member] | Transaction One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | $ 12,500 | |||||||
Amount of capital, raised | 250,000 | |||||||
Geoffrey Selzer [Member] | Transaction Two [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 12,500 | |||||||
Amount of capital, raised | 500,000 | |||||||
Geoffrey Selzer [Member] | Transaction Three [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 10,000 | |||||||
Amount of capital, raised | 750,000 | |||||||
Geoffrey Selzer [Member] | Transaction Four [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 35,000 | |||||||
Amount of capital, raised | 1,750,000 | |||||||
Geoffrey Selzer [Member] | Transaction Five [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 35,000 | |||||||
Amount of capital, raised | 2,750,000 | |||||||
Geoffrey Selzer [Member] | Transaction Six [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 35,000 | |||||||
Amount of capital, raised | 3,750,000 | |||||||
Geoffrey Selzer [Member] | Transaction Seven [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 35,000 | |||||||
Amount of capital, raised | 4,750,000 | |||||||
Geoffrey Selzer [Member] | Transaction Eight [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 25,000 | |||||||
Amount of capital, raised | 5,750,000 | |||||||
Geoffrey Selzer [Member] | Separation and Release Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | $ 200,000 | |||||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Final payment, value | $ 25,000 | $ 40,000 | $ 40,000 | |||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Final payment, value | $ 200,000 | |||||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Final payment, value | $ 142,500 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties current | $ 54,500 | $ 45,000 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Convertible notes face value | $ 2,503,800 | $ 1,865,000 |
Less: Discounts | ||
Less: Debt issuance cost | ||
Net convertible notes | $ 2,503,800 | $ 1,865,000 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |||||||
Jun. 27, 2022 | Mar. 03, 2022 | Feb. 04, 2022 | Jan. 28, 2022 | Jan. 02, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 1,715,000 | |||||||
Conversion of stock, amount | $ 150,000 | 150,000 | ||||||
Conversion of stock, per share | $ 0.10 | |||||||
Principal amount | $ 2,503,800 | $ 1,865,000 | ||||||
Issuance of debt | $ 2,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Investor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of stock, issued | 650,000 | |||||||
Number of securities warrants, shares | 812,500 | |||||||
Exercise price, per share | $ 0.40 | |||||||
Convertible Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest accrued | $ 22,178 | $ 58,728 | ||||||
Convertible Promissory Note [Member] | Unsecured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 8% | |||||||
Debt conversion, description | All notes have an automatic conversion into equity on the maturity date, which is July 3, 2022, or if a Qualified Financing (QF) of $5,000,000 is achieved, whichever occurs first. The maturity date pricing is $0.10. A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate offering. | |||||||
Debt conversion, maturity date | Jul. 03, 2022 | |||||||
Qualified financing, value | $ 5,000,000 | |||||||
Convertible Promissory Notes One [Member] | Investors [Member] | Securities Purchase Agreements [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 138,800 | $ 275,000 | ||||||
Convertible Promissory Notes Two [Member] | Investors [Member] | Securities Purchase Agreements [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | 550,000 | |||||||
Convertible Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion, description | The “Registration Conversion Price” shall mean 75% multiplied by the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Investors shall be entitled to add to the principal amount of the Note $750.00 for each conversion to cover investor’s deposit fees associated with each Notice of Conversion. “Qualified Offering” means any offer and sale by us of an original issuance of equity securities, comprised of either Common Stock or preferred stock of the Company, in a single transaction to investors pursuant to which at least an aggregate of $2,000,000.00 gross proceeds are received by the Company. | |||||||
Conversion of stock, per share | $ 0.15 | |||||||
Convertible Promissory Notes [Member] | Securities Purchase Agreements [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 10% | |||||||
Principal amount | $ 55,000 | |||||||
Issuance of debt | $ 150,000 | |||||||
Convertible Promissory Notes [Member] | Investors [Member] | Securities Purchase Agreements [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 55,000 | |||||||
Issuance of debt | $ 128,500 | $ 50,000 | 500,000 | |||||
Convertible Promissory Notes [Member] | Investors [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 750,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Oct. 25, 2019 | Oct. 16, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Lease agreement expires, description | the Company signed a lease agreement that expires on thirty days’ notice. | |||||
Rent expense | $ 2,502 | $ 1,465 | ||||
Officers, annual salary | $ 89,250 | $ 105,364 | $ 324,250 | $ 239,114 | ||
Employment Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Employement agreement, description | The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service. | |||||
Employment Agreement [Member] | Geoffrey Selzer [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officers, annual salary | $ 180,000 | |||||
Employment Agreement [Member] | Pamela Kerwin, COO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officers, annual salary | 120,000 | |||||
Employment Agreement [Member] | David Thielen, CIO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officers, annual salary | $ 120,000 |
SCHEDULE OF COMPENSATION AND SE
SCHEDULE OF COMPENSATION AND SERVICES RENDERED (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Professional Fees | $ 47,663 | $ 93,350 | $ 73,338 | $ 410,494 |
Vendors [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Professional Fees | 4,505 | |||
Convertible promissory notes | ||||
Total | $ 4,505 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 shares | |
Vendors [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Common stock issuance, shares | 50,000 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) | 3 Months Ended |
Jun. 30, 2020 USD ($) | |
Discontinued Operations | |
Revenues | $ 305,590 |
Cost of Revenues | (90,559) |
Operating expenses | (347,565) |
Loss from operations of discontinued operations | $ (132,534) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended | ||
Jul. 15, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | |||
Stock issuance to note holders, value | $ 583,207 | $ 1,722,501 | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issuance, shares | shares | 2,868,025 | 11,633,260 | |
Stock issuance to note holders, value | $ 288 | $ 1,163 | |
Subsequent Event [Member] | Common Stock [Member] | Note Holders [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issuance, shares | shares | 21,993,806 | ||
Convertible, conversion ratio | 0.08 | ||
Stock issuance to note holders, value | $ 1,917,382 |