Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-26361 | ||
Entity Registrant Name | GLOBAL DIGITAL SOLUTIONS, INC. | ||
Entity Central Index Key | 0001011662 | ||
Entity Tax Identification Number | 22-3392051 | ||
Entity Incorporation, State or Country Code | NJ | ||
Entity Address, Address Line One | 777 South Flagler Drive | ||
Entity Address, Address Line Two | Suite 800 West Tower | ||
Entity Address, City or Town | West Palm Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33401 | ||
City Area Code | (561) | ||
Local Phone Number | 515-6163 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,770,670 | ||
Entity Common Stock, Shares Outstanding | 737,263,858 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Firm ID | 76 | ||
Auditor Location | Dallas, Texas |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | ||
Cash | $ 98,800 | $ 264 |
Total current assets | 98,800 | 264 |
Other Assets | ||
Due from related entity, (Note 9) | 80,914 | 70,710 |
Prepaid Expense, (Note 9) | 22,500 | 520,000 |
Equipment net of accumulated depreciation of $ 17,773 | 33,009 | 45,704 |
Software Development costs | 64,547 | 64,547 |
Total other assets | 200,970 | 700,961 |
Total assets | 299,770 | 701,225 |
Current liabilities | ||
Accounts payable | 361,813 | 486,592 |
Accrued expenses | 1,481,910 | 1,343,880 |
Due to Officer (Note 9) | 50,000 | 253,291 |
Financed insurance policy | 11,187 | 11,187 |
Derivative liability | 809,000 | 9,367,159 |
Warrant Liability | 606,000 | |
Convertible notes payable, net of discount of $652,178 and $195,434 respectively | 3,310,662 | 1,429,450 |
Notes Payable | 4,627,000 | 4,512,000 |
Total Current Liabilities | 11,257,572 | 17,403,559 |
Long term liabilities | ||
Notes payable, | 103,125 | 103,125 |
Total Liabilities | 11,360,697 | 17,506,684 |
Stockholders’ deficit | ||
Preferred stock, $0.001 par value, 35,000,000 shares authorized, 1,000,000 shares issued and outstanding at December 31, 2020 and 2019, respectively | 1,000 | 1,000 |
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 737,263,858 and 668,338,264 shares issued and outstanding at December 31, 2021 and 2020, respectively | 737,264 | 668,338 |
Additional paid-in capital | 37,370,384 | 34,086,086 |
Accumulated deficit | (49,349,575) | (51,560,884) |
Total stockholders’ deficit | (11,060,927) | (16,805,460) |
Total liabilities and stockholders’ deficit | 299,770 | 701,224 |
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
Selling, general and administrative expenses | 2,240,437 | 1,085,417 |
Total operating expenses | 2,240,437 | 1,085,417 |
Income (Loss) from operations | (2,240,437) | (1,085,417) |
Other (income) expense | ||
Change in fair value of derivative liability | (7,348,389) | 7,132,131 |
Change in Warrant Liability | (1,782,000) | |
Financing costs | 63,000 | 92,271 |
Interest expense | 2,008,670 | 3,225,701 |
Amortization of Original issue discount | 2,303,973 | 1,066,300 |
Gain on settlement of accrued expenses | (12,000) | |
Loss on sale of Truck | 4,720 | |
Total other (income) expense | (4,451,746) | 11,521,123 |
Income tax expense | ||
Net Income ( Loss) | $ 2,211,309 | $ (12,606,540) |
Net Income (Loss) per common share, basic and diluted | $ (0.020) | |
Weighted average common shares outstanding, basic | 737,263,858 | 634,290,506 |
Weighted average common shares outstanding, basic and diluted | 1,420,563,361 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 17,773 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 35,000,000 | 35,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 737,263,858 | 668,338,264 |
Common Stock, Shares, Outstanding | 737,263,858 | 668,338,264 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (EQUITY) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Shares Payable | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 643,122 | $ 1,000 | $ 32,152,715 | $ (38,954,344) | $ (6,157,507) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 643,121,923 | 1,000,000 | ||||
Shares Issued for conversion of debt | $ 14,088 | 104,162 | 118,250 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 14,088,333 | |||||
Shares issued for financing fees | $ 4,096 | 21,259 | 25,355 | |||
Shares Issued for Financing Fees in Shares | 4,096,053 | |||||
Option exercise | $ 750 | 5,250 | 6,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 750,000 | |||||
Shares issued for services | $ 282 | 4,793 | 5,075 | |||
Stock Issued During Period, Shares, Issued for Services | 281,955 | |||||
Reduction in derivative liability | 1,743,907 | 1,743,907 | ||||
Warrant exercise | $ 6,000 | 54,000 | 60,000 | |||
Stock Issued During Period Value Warrant Exercised in Shares | 6,000,000 | |||||
Net Income | (12,606,540) | (12,606,540) | ||||
Shares issued for issuance of debt | ||||||
Ending balance, value at Dec. 31, 2020 | $ 668,338 | $ 1,000 | 34,086,086 | (51,560,884) | (16,805,460) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 668,338,264 | 1,000,000 | ||||
Shares Issued for conversion of debt | $ 50,620 | 1,027,933 | 1,078,553 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 50,619,573 | |||||
Shares issued for financing fees | ||||||
Option exercise | ||||||
Shares issued for services | $ 5,000 | 279,500 | 180,000 | 464,500 | ||
Stock Issued During Period, Shares, Issued for Services | 5,000,000 | |||||
Reduction in derivative liability | 1,602,171 | 1,602,171 | ||||
Warrant exercise | $ 5,306 | (9,306) | (4,000) | |||
Stock Issued During Period Value Warrant Exercised in Shares | 5,306,021 | |||||
Net Income | 2,211,309 | 2,211,309 | ||||
Shares issued for issuance of debt | $ 8,000 | 384,000 | 392,000 | |||
Stock Issued During Period Value Conversion of Convertible Securities 01 | 8,000,000 | |||||
Ending balance, value at Dec. 31, 2021 | $ 737,264 | $ 1,000 | $ 37,370,384 | $ 180,000 | $ (49,349,575) | $ (11,060,927) |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 737,263,858 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ 2,211,309 | $ (12,606,540) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Shares issued for for financing fees | 25,355 | |
Shares issued for services | 464,500 | 5,075 |
Depreciation | 12,695 | 5,078 |
Amortization of debt discount | 2,303,945 | 1,066,300 |
Change in fair value of derivative liability | (7,348,389) | 7,132,131 |
Change in fair value of warrant liability | (1,782,000) | |
Consulting fees added to note payable principal | 240,000 | 240,000 |
Interest expense from warrant liability | 881,000 | 1,724,378 |
Extension fees added to principal balance | 250,000 | 304,012 |
Loss on sale of asset | 4,720 | |
Legal fees for note issuance | 17,795 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (22,500) | 6,000 |
Prepaid expense from related party | 315,000 | |
Due from related entity | (10,204) | |
Accounts payable | (124,780) | 34,978 |
Accrued expenses | 203,356 | 586,516 |
Due to officer | (251,291) | |
Net cash provided by (used in) operating activities | (2,639,564) | (1,471,997) |
Cash flows from investing activities: | ||
Software Development Cost | (64,547) | |
Purchase of Truck | (48,500) | |
Sale of truck | 19,280 | |
Advances to related party | (70,710) | |
Net cash provided by (used in) investing activities | (164,477) | |
Cash flows from financing activities: | ||
Proceeds from notes payable | 803,125 | |
Payments on notes payable | (125,000) | |
Proceeds from convertible notes payable | 3,403,750 | 1,152,000 |
Payments on convertible notes payable | (540,650) | (424,000) |
Payments to related party | (447,789) | |
Proceeds from exercise of warrants | 60,000 | |
Net cash provided by (used in) financing activities | 2,738,100 | 1,143,336 |
Net increase (decrease) in cash | 98,536 | (493,138) |
Cash at beginning of year | 264 | 493,402 |
Cash at end of year | 98,800 | 264 |
Non-Cash Items | ||
Debt discount from derivative on convertible notes payable | 386,823 | 976,500 |
Convertible notes paid by officer | 253,000 | 383,250 |
Debt discount from issuance of warrants with convertible note payable | 1,507,000 | |
Reduction in derivative liability from conversion on convertible notes payable | 1,602,171 | 1,743,908 |
Reduction in derivative liability from payments on convertible notes payable | (4,000) | |
Discount on convertible notes payable | (490,214) | 27,300 |
Conversion of Convertible notes payable | (743,583) | |
Cashless exercise of warrants | 5,306 | |
Reduction in accrued compensation and due to officer | 53,000 | |
Convertible debt settled through issuance of common shares | 1,078,553 | 118,250 |
Debt Discount from issuance of stock conversion of debt | (392,000) | |
Share issued for Convertible debt | 392,000 | |
Accounts payable settled through stock issuance | 88,000 | |
Convertible notes paid by affiliate | $ 53,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS We were incorporated in New Jersey as Creative Beauty Supply, Inc. (Creative) in August 1995. In March 2004, Creative acquired Global Digital Solutions, Inc., a Delaware corporation (Global). The merger was treated as a recapitalization of Global, and Creative changed its name to Global Digital Solutions, Inc. (the Company, we), Global provided structured cabling design, installation and maintenance for leading information technology companies, federal, state and local government, major businesses, educational institutions, and telecommunication companies. On May 1, 2012, we made the decision to wind down our operations in the telecommunications area and to refocus our efforts in the area of cyber arms technology and complementary security and technology solutions. From August 2012 through November 2013, we were actively involved in managing Airtronic USA, Inc., and effective as of June 16, 2014, we acquired North American Custom Specialty Vehicles (NACSV). In July 2014, we announced the formation of GDSI International (f/k/a Global Digital Solutions, LLC) to spearhead our efforts overseas. The Company had limited operations from the NACSV subsidiary from December 31, 2015 until May 13, 2016. During the interim, the Company was pursuing acquisition opportunities and responding to the litigation with the Securities and Exchange Commission. Subsequent to May 13, 2016, the Company has been seeking acquisitions and additional financing. In March of 2019, the Company acquired HarmAlarm (HA). HA was formed in 2002 as a private Texas company to pursue Infrared commercial applications in the aviation services area. HA is developing an updated version of the system known as Pilot Assisted Landing Systems (PALS). We believe the precision and robustness of PALS has generated a host of new applications mainly through landing trajectory optimization which provides additional safety margin against weather related hazardous conditions, like wind shear, wake turbulence, icing, as well as low ceilings and fog. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The accompanying financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have sustained losses and experienced negative cash flows from operations since inception, except for the current year ended December 31, 2021, which we had a net income of $ 2,211,309 98,800 49,349,575 11,158,772 Our cash position is critically deficient, and payments essential to our ability to operate are not being made in the ordinary course. Failure to raise capital in the coming days to fund our operations and failure to generate positive cash flow to fund such operations in the future will have a material adverse effect on our financial condition. These factors raise substantial doubt about our ability to continue as a going concern. We need to raise additional funds immediately and continue to raise funds until we begin to generate sufficient cash from operations, and we may not be able to obtain the necessary financing on acceptable terms, or at all. We will continue to require substantial funds to continue development of our core business. Managements plans in order to meet our operating cash flow requirements include financing activities such as private placements of common stock, and issuances of debt and convertible debt instruments, and the establishment of strategic relationships which we expect will lead to the generation of additional revenue or acquisition opportunities. While we believe that we will be successful in obtaining the necessary financing to fund our operations, there are no assurances that such additional funding will be achieved or that we will succeed in our future operations. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue acquisitions and raise the funds necessary to complete such acquisitions. The outcome of these matters cannot be predicted at this time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, NACSV, GDSI Florida, LLC, Global Digital Solutions, LLC and HarmAlarm. All intercompany accounts and transactions have been eliminated in consolidation. 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, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the derivative liability valuation, deferred tax asset and valuation allowance, and assumptions used in Black-Scholes-Merton, or BSM, or other valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2021 and 2020. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the Tax Reform Law). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduces the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company analyzed the provisions of the Tax Reform Law to assess the impact on the Companys consolidated financial statements and determined it had no material impact. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Prepaid expenses On December 31, 2020, the company has a Prepaid Expense account of $520,000. The prepaid expense is aircraft lease agreement with Valley Air Express a company controlled by William Delgado. In 2021 management reassessed the viability of testing the PALS system in house. Management reviewed at alternative choices and decided that in house testing was no longer feasible and will outsource the Pals system testing. As a result of this management decision the prepaid expense was written off and the Company incurred a loss on the write off of $315,000, and $205,000 was charged to Mr. Delgado accrued compensation and Due to officer accounts. Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities ● Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly ● Level 3 – Significant unobservable inputs that cannot be corroborated by market data. Derivative Financial Instruments We account for conversion options embedded in convertible notes payable in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 815, Derivatives and Hedging Embedded Derivatives Derivative Liabilities Derivatives and Hedging – Contracts in Entitys own Equity Change in fair value of derivative liability Earnings (Loss) Per Share (EPS) Basic EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Securities excluded from the diluted per share calculation Year Ended December 31, December 31, 2021 2020 Convertible notes and accrued interest 361,265,001 282,423,699 Preferred Stock 227,787,627 247,285,158 Stock options 12,900,000 13,650,002 Warrants 81,346,875 13,250,000 Potentially dilutive securities 683,299,503 556,608,859 Stock Based Compensation In accordance with ASC 718, Compensation – Stock Compensation the Company measures the cost of employee services received in exchange for share-based compensation measured at the grant date fair value of the award. The Companys accounting policy for equity instruments issued to advisors, consultants, and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 . Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for Accounting for Derivative Instruments and Hedging Activities. Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (OID) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Convertible Securities Based upon ASC 815-15, we have adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. We will evaluate our contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to our inability to demonstrate we have sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 3 – ACCRUED EXPENSES Accrued expenses consist of the following amounts: Schedule of Accrued Expenses December 31, December 31, 2021 2020 Accrued compensation to executive officers $ 90,834 $ 142,315 Accrued professional fees and settlements 86,392 259,119 Accrued interest 1,304,684 942,446 Total accrued expenses $ 1,481,910 $ 1,343,880 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS We had no Level 1 or Level 2 assets and liabilities at December 31, 2021 and December 31, 2020. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the years ended December 31, 2021 and 2020: Schedule of Fair Value of Liabilities December 31, December 31, Derivative Liability 2021 2020 Balance at beginning of period $ 9,367,159 $ 1,158,008 Additions 540,209 2,820,754 Settlements (1,752,000 ) (1,743,734 ) Change in fair value (7,260,514 ) 7,132,131 Balance at end of year $ 809,000 $ 9,367,159 Embedded Derivative Liabilities of Convertible Notes At December 31, 2021, the fair value of the bifurcated embedded derivative liabilities of convertible notes was estimated using the following weighted-average inputs: risk free interest rate — 0.39% 1.0 years 177.15% 0% 0.08% 0.31 years 103.7% 0% |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTE PAYABLE Convertible Note Payable During January 2015, the Company entered into a one-year $78,750 convertible note payable with LG Capital Funding (LG). The note bears interest at 8% per annum and is convertible at any time at the option of LG into shares of our common stock at a conversion price equal to a 40% discount of the lowest closing bid price for 20 prior trading days including the notice of conversion date. The embedded derivative liability associated with the conversion option of the note was bifurcated from the note and recorded at its fair value on the date of issuance and at each reporting date. The note requires the Company to reserve four times the potential number of shares of common stock issuable upon conversion, or 157,974,360 and 82,557,576 at December 31, 2020 and 2019, respectively. The Company defaulted on the note in January 2016. Additionally, as a result of declines in the fair value of the Companys common stock, from time to time the Company did not have sufficient authorized shares to maintain this required four times share reserve. Accordingly, the note holder had the right to accelerate the repayment of the note and unpaid interest. In addition, LG has the right to require that additional shares and/or monies be paid in connection with the defaults. During December 2017, in settlement of default, the Company and LG entered into a Convertible Note Redemption Agreement under which the Company was to repay $68,110, $39,921 in unpaid principal outstanding at December 31, 2017 and $28,189 in accrued interest, in five payments through April 2018. Through April 2018, the Company repaid $6,500 of principal under the Convertible Note Redemption Agreement. The Company defaulted on the Convertible Note Redemption Agreement in April 2018 and the $28,189 in accrued interest was converted to principal. As of December 31, 2021, and through the date of this report, the principal balance totaling $48,610 is outstanding and remains in default. During January 2015, the Company entered into a two-year convertible note payable for up to $250,000 with JMJ Financial (JMJ), of which $110,000 was funded between January and April 2015. The note was issued with an original issue discount of 10% of amounts funded, had a one-time 12% interest charge as it was not repaid within 90 days of the funding date, and is convertible at any time at the option of JMJ into shares of our common stock at the lesser of $0.075 per share or 60% of the average of the trading price in the 25 trading days prior to conversion. The embedded derivative liability associated with the conversion option of the note was bifurcated from the note and recorded at its fair value on the date of issuance and at each reporting date. The note requires the Company to reserve 26,650,000 shares of common stock. JMJ had the option to finance additional amounts up to the balance of the $250,000 during the term of the note. The Company defaulted on the note during January 2017. During December 2017, in settlement of default, the Company and JMJ entered into a Repayment Agreement under which the Company was to repay $84,514, $69,070 in unpaid principal outstanding at December 31, 2017 and $15,444 in accrued interest, in four payments through May 2018. Through May 2018, the Company repaid $25,000 of principal under the Repayment Agreement. The Company defaulted on the Repayment Agreement in May 2018 and the $15,444 in accrued interest was converted to principal. As of December 31, 2021, and through the date of this report, the principal balance totaling $59,514 is outstanding and remains in default. On August 19, 2019, the Company entered into a convertible promissory note arrangement with Auctus Fund, LLC in the principal amount of $142,750. The principal amount of the note with interest at 12% is due on May 19, 2020. The note is convertible into shares of The Companys common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 50% discount price. The note was paid off on February 28, 2020, by the company. On April 7, 2020, the Company entered into a convertible promissory note arrangement with Auctus Fund, LLC in the principal amount of $197,000. The principal amount of the note with interest at 12% is due on February 7, 2021. The note is convertible into shares of The Companys common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 50% discount price. As of December 31, 2021, and through the date of this report, the principal balance totaling $197,000. On August 5, 2020, The Company and Adar Alef, LLC entered into a security purchase agreement in the aggregate principal of $ 150,000. The notes shall contain a 5% OID such that the purchase price shall be $142,500. The note was paid off on May 12, 2021, by the CEO of the Company. On February 25, 2021, the Company and Leonite Capital LLC entered into a securities purchase agreement for a prime rate plus 8% convertible note in the aggregate principal of $2,285,714. The note shall be paid in one or more tranches. The maturity for each tranche shall be twelve-month period from advance date. The holder has the right at any time to convert all or any part of the outstanding principal into shares of common stock of the Company. The conversion price shall be a fixed conversion price of $0.06, which upon a default event, shall be equal to the lesser of (i) the fixed conversion price; (ii) or 70% of the lowest intraday price during the 21 days preceding the conversion request. On March 1, 2021, the Company received the first tranche of $1,000,000 from Leonite Capital. In connection with the note, the Company issued 20,000,000 warrants, exercisable at $0.10, with a 10-year term and contain full-ratchet anti-dilution protection provisions, with a fair value of $507,000. The Company also issued 4,000,000 shares of common stock as commitment shares to the noteholder, with a fair value of $204,000. The warrants and the commitment shares resulted in a debt discount of $1,000,000, which will be amortized using the effective interest method over the life of the convertible note, and the excess of $101,000 recognized as interest expense at issuance. The warrants were evaluated to be classified as a liability, as based on the various convertible notes outstanding with variable conversion rates it cannot be determined if there are sufficient authorized shares available during the contract period. As of December 31, 2021, and through the date of this report, the principal balance totaling $1,133,145 is outstanding. On March 25, 2021, the Company and GS Capital Partners LLC entered into a securities purchase agreement for a prime rate plus 8% convertible note in the aggregate principal of $2,285,714. The note shall be paid in one or more tranches. The maturity for each tranche shall be twelve-month period from advance date. The holder has the right at any time to convert all or any part of the outstanding principal into shares of common stock of the Company. The conversion price shall be a fixed conversion price of $0.06, which upon a default event, shall be equal to the lesser of (i) the fixed conversion price; (ii) or 70% of the lowest intraday price during the 21 days preceding the conversion request. On April 1, 2021, the Company received the first tranche of $1,142,857 from GS Capital, LLC. In connection with the note, the Company issued 20,000,000 warrants, exercisable at $0.10, with a 10-year term and contain full-ratchet anti-dilution protection provisions, with a fair value of $507,000. The Company also issued 4,000,000 shares of common stock as commitment shares to the noteholder, with a fair value of $204,000. The warrants and the commitment shares resulted in a debt discount of $1,000,000, which will be amortized using the effective interest method over the life of the convertible note, and the excess of $101,000 recognized as interest expense at issuance. The warrants were evaluated to be classified as a liability, as based on the various convertible notes outstanding with variable conversion rates it cannot be determined if there are sufficient authorized shares available during the contract period. The Company received the second tranche as follows; May 24, 2021, $796,000, July 15, 2021, $90,000, and July 21, 2021, $208,500. As of December 31, 2021, and through the date of this report, the principal balance totaling $2,285,714 is outstanding. On June 7, 2021, the Company and Geneva Roth Remark Holdings, Inc., entered into a security purchase agreement (SPA) for an 8% promissory note in the aggregate principal of $251,625, with a maturity date of June 7, 2022. The note included a original issuance discount (OID) of $22,875, for a purchase price of $228,750. The interest was applied as a one- time interest charge upon the issuance date, in the amount of $20,130, recognized in accrued interest. The monthly payments will include the outstanding principal and accrued interest, in 10 monthly payments of $27,175, with the first payment on July 30, 2021. Upon an event of default, as set forth in the agreement, the holder shall have the right to convert the outstanding balance of the note into shares of common stock of the Company, with a conversion rate based on 75% of the lowest trading price of the common stock for the 5 trading days prior to the conversion date. In addition, upon default, the interest increases to 22%, and any outstanding principal and accrued interest shall be increased by 150%. The Company is required at have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the note, which was initially 29,494,505 shares. While the note is still outstanding the Company shall not, without written consent of the holder, issue any variable convertible instruments with a convertible price that varies with the market price of the Companys common stock, nor shall the Company without the holders written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. In connection with the note, the Company issued 2,096,875 warrants, exercisable each at $03, with a 3-year term. As of December 31, 2021, and through the date of this report, the principal balance totaling $150,975 is outstanding. On December 10, 2021, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8% Convertible Note in the aggregate principal of $128,750, due on December 10, 2022. The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 65% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. As of December 31, 2021, and through the date of this report, the principal balance totaling $128,750.00 is outstanding On August 17, 2020, the Company and Harbor Gates entered into a security purchase agreement for a 10% Convertible Promissory Note in the aggregate principal of $165,000 due on May 17, 2021. The note is convertible into shares of common stock of the Company. The note can be converted (180) days following the date of the note. The conversion price is equal to the Variable Conversion price which is defined as 60% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete. outstanding. The note was paid off on May 28, 2021, by the Company On April 15, 2020, the Company and Platinum Point Capital entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of $$82,500 due on April 15, 2021. The note is convertible into shares of common stock of the Company. The note can be converted at any time after the issue date. The conversion price is equal to the Variable Conversion price which is defined as 60% of the Market Price for the lowest trading date during twenty-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off by a related party of the Company on Oct 19, 2020. See Note 9. On May 20, 2020, the Company and GS Capital Partners, LLC entered into a 10% Convertible Note in the aggregate principal of $165,000 due on February 20, 2021. The note can be converted into shares of common stock of the Company. at any time after the issue date. The note was paid off by the Company in the first and second quarters of 2021. On April 3, 2020, the Company and First Fire Global Opportunity Fund LLC, entered into a security purchase agreement for a 8% Senior Convertible Promissory Note in the aggregate principal of $100,000 due on April 3, 2021. The note is convertible into shares of common stock of the Company. The note can be converted at any time after the issue date. The conversion price shall be equal to the lower of the Fixed Conversion of $0.01per share or the Alternative Conversion Price which is defined as 60% of the Market Price for the lowest trading date during a twenty-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off by a related party of the Company see Note 9. On April 6, 2020, the Company and Power Up Lending Group entered into a security purchase agreement for a 10% Convertible Promissory Note in the aggregate principal of $53,000 due on April 6, 2021. The note is convertible into shares of common stock of the Company. The note can be converted (180) days following the date of the note. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete. outstanding. The note was paid off by the CEO of the Company see Note 9. On August 15, 2019, the Company and Power Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of $53,000 due on August 15, 2020. The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off on February 7, 2020. On September 24, 2019, the Company and Power Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of $58,000 due on September 24, 2020. The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off on April 15, 2020, by the CEO of the Company (Note 9). On May 10, 2019, the Company and GHS Investments LLC entered into a security agreement for a 10% Convertible Note in the aggregate principal of $335,000 due on February 10, 2020. The note carries original issue discount or $35,000. The note is convertible into shares of common stock of the Company. The Conversion Price shall mean 60% multiplied by the Market Price (as defined herein), representing a discount rate of 40%. Market Price means the lowest Traded Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Company is required to maintain a common share reserve of not less than three times the number of shares that is actually issuable upon full conversion of the note. The purchaser will also receive warrants to purchase 5,000,000 shares of GDSI common stock at $.01/share. Warrants will have a three-year term to exercise. The Convertible Note is personally guaranteed by William Delgado, CEO. On June 11, 2021 interest on the note in the amount of $115,200.00 was converted into 8,000,000 shares of the Companys common stock. The outstanding balance of $761,005, as of October 21, 2021, was converted into 25,500,000 shares of the Companys common stock. The lender also received the 23,000,000 warrants. The Company recognized a gain of $844,797.00 on the conversions of June 11, 2021, and October 21, 2021. The fair value of the 25,500,000 shares issued was approximately $729,300.00 Notes Payable During August 2017, Dragon Acquisitions, a related entity owned by William Delgado, and an individual lender entered into a Promissory Note agreement for $20,000 as well as $2,000 in interest to accrue through maturity on August 31, 2018 for a total of $22,000 due on August 31, 2018. Dragon Acquisition assumed payment of a payable of the Company and the Company took on the note. The Company defaulted on the note at maturity in August 2018. The $20,000 note remained outstanding at December 31, 2021 and 2020 through the date of this report. On December 22, 2017, the Company entered into a financing agreement with Parabellum, an accredited investor, for $1.2 million, amended in 2019 and increased to $1,850,000. Under the terms of the agreement, the Company is to receive milestone payments based on the progress of the Companys lawsuit (Note 6) for damages against Grupo Rontan Metalurgica, S.A (the Lawsuit). Such milestone payments consist of (i) an initial purchase price payment of $300,000, which the Company received on December 22, 2017, (ii) $150,000 within 30 days of the Lawsuit surviving a motion to dismiss on the primary claims, (iii) $100,000 within 30 days of the close of all discovery in the Lawsuit and (iv) $650,000 within 30 days of the Lawsuit surviving a motion for summary judgment and challenges on the primary claims. As part of the agreement, the Company shall pay the investor an investment return of 100% of the litigation proceeds to recoup all money invested, plus 27.5% of the total litigation proceeds received by the Company. $300,000 was received by the Company in December 2017. As of December 31, 2020, $1,850,000 was outstanding, as of December 31, 2021, and through the date of this report, the $2,550,000 note remains outstanding. On December 23, 2017 (the effective date), the Company entered into a $485,000, 7% interest rate, demand promissory note with Vox Business Trust, LLC (Vox). The note was in settlement of the amounts accrued under a consulting agreement (Note 6), consisting of $200,000 owed for retainer payments through December 2017, as well as $285,000 owed to Vox when the Resolution Progress Funding was met on December 22, 2017. As part of the agreement, Vox may not demand payment prior to the date of the Resolution Funding Date. The Company also agreed to grant 5,000,000 shares within 90 days of the Resolution Progress Funding Date and 10,000,000 shares within 90 days of the Resolution Funding Date. The 5,000,000 shares were issued on March 13, 2018. The Company shall make mandatory prepayment in the following amounts and at the following times – ● $1,000 on the effective date. ● $50,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion to dismiss. ● $50,000 on the date on which discovery closes with respect to the lawsuit. ● $100,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion for summary judgement on the claims. Under the terms of the Vox note consulting agreement (Note 6), any unpaid consulting fees subsequent to December 2017 causes a default on the note with unpaid consulting fees to be added to the principal of the note. During the years ended December 31, 2020 and 2021, consulting fees totaling $120,000 were added to the note principal and are included in the note balance.,. The note had a balance of $ 926,500 and $0 926,500 as of December 31, 2021 and 2020, respectively. Through the date of this report, monthly consulting fees have not been repaid and continue to be added to the principal balance of the note. The note remains in default however Vox has voluntarily refrained from making demand prior to the Resolution Funding Date. On December 26, 2017 (the effective date), the Company entered into a $485,000, 7% interest rate, demand promissory note with RLT Consulting, Inc. (RLT), a related party. The note was in settlement of the amounts accrued under a consulting agreement (Note 6), consisting of $200,000 owed for retainer payments through December 2017, as well as $285,000 owed to RLT when the Resolution Progress Funding was met on December 22, 2017. As part of the agreement, RLT may not demand payment prior to the date of the Resolution Funding Date. The Company also agreed to grant 5,000,000 shares within 90 days of the Resolution Progress Funding Date and 10,000,000 shares within 90 days of the Resolution Funding Date. The 5,000,000 shares were issued on March 13, 2018. The Company shall make mandatory prepayment in the following amounts and at the following times – ● $1,000 on the effective date. ● $50,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion to dismiss. ● $50,000 on the date on which discovery closes with respect to the lawsuit. ● $100,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion for summary judgement on the claims. Under the terms of the RLT note consulting agreement (Note 6), any unpaid consulting fees subsequent to December 2017 causes a default on the note with unpaid consulting fees to be added to the principal of the note. During the year ended December 31, 2021 and 2020, consulting fees totaling $120,000 were added to the note principal and are included in the note balance. The note had a balance of $ 919500 and $799,500 as of December 31, 2021 and 2020, respectively. Through the date of this report, monthly consulting fees have not been repaid and continue to be added to the principal balance of the note. The note remains in default however RLT has voluntarily refrained from making demand prior to the Resolution Funding Date. RLT was granted a first priority security interest in the Litigation Proceeds and is pari passu to Parabellum and Vox. To that end, they share in the litigation in a priority position to proceed to repay the note. During April 2018, the Company entered into a two-month $36,000 note payable with $31,000 in proceeds paid directly to a third-party vendor for expenses. The note did not bear interest and included a $5,000 original issue discount. During June 2018, the Company defaulted on the note. As of December 31, 2021 and through the date of this report, the $11,000 note remained outstanding. During May 2018, the Company entered into an Investment Return Purchase Agreement with an accredited investor (the Purchaser) for proceeds of $200,000 (the Investment Agreement). Under the terms of the Investment Agreement, the Company agreed to pay the Purchaser the $200,000 proceeds plus a 10% return, or $20,000 (the Investment Return) within three (3) months from the date of the Investment Agreement. Such Investment Return shall be paid earlier if the Company secures funding totaling $500,000 within 90 days from the date of the Investment Agreement. In addition, the Company agreed to issue to the Purchaser 2,000,000 warrants to purchase common stock of the Company at an exercise price of $0.01 per share, exercisable for a period of three (3) years. The warrants were valued using the Black Scholes Merton model, resulting in a fair value of $13,000 which were recorded as a discount on the note. The key valuation assumptions used consist, in part, of the price of the Companys common stock of $0.007 at issuance date; a risk-free interest rate of 2.75% and estimated volatility of the Companys common stock of 220%. As of December 31, and through the date of this report, the $200,000 principal and $20,000 Investment Return remained outstanding and is in default. During June 2018, the Company entered in to a one-year $300,000 non-convertible note with GS Capital an accredited investor with $150,000 original issue discount (OID) for net proceeds of $150,000. As part of the note agreement, the Company also agreed to issue the investor 5,000,000 warrants at an exercise price of $0.01, exercisable for a period of three (3) years. The warrants were valued using the Black Scholes Merton model, resulting in a fair value of $35,000 of which $28,378 was recorded as a discount on the note. The key valuation assumptions used consist, in part, of the price of the Companys common stock of $0.008 at issuance date; a risk-free interest rate of 2.62% and estimated volatility of the Companys common stock of 218%. At December 31, 2019, the $300,000 note remained outstanding. The Company defaulted on the note at maturity in June 2019 and the note remained outstanding through the date of this report. The note contains a default interest rate of 10% plus a 5% penalty of the outstanding balance of the note. The note holder has voluntarily refrained from making demand for repayment under the default provisions of the note, which would require the Company to pay the holder 130% of the outstanding principal and interest accrued at the default rate. The Company paid off the note on March 10, 2021. The June 2018 note bears a personal guarantee by William Delgado, the Chief Executive Officer of the Company. As further security for the note, Mr. Delgado has also pledged the 1,000,000 Convertible Preferred Shares of the Company that he owns, as well as 5,000,000 common shares of SHMP, another public company in which Mr. Delgado is a director and Chief Financial Officer. On May 12, 2020, the Company and BBVA USA entered into a 1% SBA PPP, Promissory Note, in the aggregate principal of $103,125. The note is payable in monthly payments of $5,805 beginning on December 12, 2020, ending on May 12, 2022. The Company has requested debt forgiveness from the SBA. As of December 31, 2021and through the date of this report The SBA has not responded to the request and BBVA has waived the monthly payments., |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Legal Proceedings We may be involved in legal proceedings in the ordinary course of our business, and our management cannot predict the ultimate outcome of these legal proceedings with certainty. The Company is plaintiff or defendant in the following actions: Share Purchase and Sale Agreement for Acquisition of Grupo Rontan Electro Metalurgica, S.A. Effective October 13, 2015, the Company (as Purchaser) entered into the SPSA dated October 8, 2015 with Joao Alberto Bolzan and Jose Carlos Bolzan, both Brazilian residents (collectively, the Sellers) and Grupo Rontan Electro Metalurgica, S.A., a limited liability company duly organized and existing under the laws of Federative Republic of Brazil (Rontan) (collectively, the Parties), pursuant to which the Sellers agreed to sell 100% of the issued and outstanding shares of Rontan to the Purchaser on the closing date. The purchase price shall consist of a cash amount, a stock amount and an earn-out amount as follows: (i) Brazilian Real (R) $100 million (approximately US$26 million) to be paid by the Purchaser in equal monthly installments over a period of forty eight (48) months following the closing date; (ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchasers common stock, valued at US$1.00 per share; and (iii) an earn-out payable within ten business days following receipt by the Purchaser of Rontans audited financial statements for the 12-months ended December 31, 2017, 2018 and 2019. The earn-out shall be equal to the product of (i) Rontans earnings before interest, taxes, depreciation and amortization (EBITDA) for the last 12 months, and (ii) twenty percent and is contingent upon Rontans EBITDA results for any earn-out period being at least 125% of Rontans EBITDA for the 12-months ended December 31, 2015. It is the intention of the parties that the stock amount will be used by Rontan to repay institutional debt outstanding as of the closing date. Under the terms of a Finders Fees Agreement dated April 14, 2014, we have agreed to pay RLT Consulting Inc., a related party, a fee of 2% (two percent) of the Transaction Value, as defined in the agreement, of Rontan upon closing. The fee is payable one-half in cash and one-half in shares of our common stock. Specific conditions to closing consist of: a) Purchasers receipt of written limited assurance of an unqualified opinion with respect to Rontans audited financial statements for the years ended December 31, 2013 and 2014 (the Opinion); b) The commitment of sufficient investment by General American Capital Partners LLC (the Institutional Investor), in the Purchaser following receipt of the Opinion; c) The accuracy of each Parties representations and warranties contained in the SPSA; d) The continued operation of Rontans business in the ordinary course; e) The maintenance of all of Rontans bank credit lines in the maximum amount of R$200 million (approximately US$52 million) under the same terms and conditions originally agreed with any such financial institutions, and the maintenance of all other types of funding arrangements. As of the date of the SPSA, Rontans financial institution debt consists of not more than R$200 million (approximately US$52 million), trade debt of not more than R$50 million (approximately US$13 million) and other fiscal contingencies of not more that R$95 million (approximately US$24.7 million); f) Rontan shall enter into employment or consulting service agreements with key employees and advisors identified by the Purchaser, including Rontans Chief Executive Officer; and g) The Sellers continued guarantee of Rontans bank debt for a period of 90 days following issuance of the Opinion, among other items. The Institutional Investor has committed to invest sufficient capital to facilitate the transaction, subject to receipt of the Opinion, as well as the ability to acquire 100% of the outstanding stock of Rontan at a price of $200 million BR, and the Company can acquire 100% of all real estate held by Rontan. Subject to satisfaction or waiver of the conditions precedent provided for in the SPSA, the closing date of the transaction shall take place within 10 business days from the date of issuance of the Opinion. Rontan is engaged in the manufacture and distribution of specialty vehicles and acoustic/visual signaling equipment for the industrial and automotive markets. Subsequent to December 31, 2015, on April 1, 2016, we believed that we had satisfied or otherwise waived the conditions to closing (as disclosed under the SPSA, the closing was subject to specific conditions to closing, which were waivable by us,) and advised the Sellers of our intention to close the SPSA and demanded delivery of the Rontan Securities. The Sellers, however, notified us that they intend to terminate the SPSA. We believe that the Sellers had no right to terminate the SPSA and that notice of termination by the Sellers was not permitted under the terms of the SPSA. On January 31, 2018, we announced that we initiated a lawsuit for damages against Grupo Rontan Metalurgica, S. A, (Rontan) and that companys controlling shareholders, Joao Alberto Bolzan and Jose Carlos Bolzan. The action has been filed in the United States District Court for the Southern District of Florida. The complaint alleges that Rontan is wholly owned by Joao Bolzan and Jose Bolzan. In the complaint, we further allege that Rontan and its shareholders improperly terminated a Share Purchase and Sale Agreement (the SPA) by which we were to acquire whole ownership of Rontan. On February 5, 2018, United States District Court Southern District of Florida filed a Pretrial Scheduling Order and Order Referring Case to Mediation dated February 5, 2018 for the Companys lawsuit against Grupo Rontan Electro Metalurgica, S.A., et al. The Case No. is 18-80106-Civ-Middlebrooks/Brannon. The court has issued a schedule outlining various documents and responses that are to be delivered by the parties as part of the discovery plan. On April 25, 2018, the Note of Filing Proposed Summons was completed by the Company. On April 26, 2018, a summons was issued to Grupo Rontan Electro Metalurgica, S.A. Also, on May 15, 2018, the Company filed a motion for Issuance of Letters Rogatory. Consulting agreements The Company entered into two consulting agreements (See Note 5) in May 2016, for services to be provided in connection towards the resolution of the Rontan lawsuit (below). The consulting agreements includes a monthly retainer payment of $10,000 to each consultant. The agreement also includes consideration of 5,000,000 shares of restricted common stock of the Company, plus a 5% cash consideration of the Resolution Progress Funding, (defined as upon the retention of legal counsel and receipt of funding for the litigation), as of the Resolution Progress Funding date and 10,000,000 shares of restricted common stock of the Company and a 5% cash consideration of the Resolution Funding amount (defined as a settlement or judgement in favor of the Company by Rotan),at the Resolution Funding date. The Resolution Progress funding was met on December 22, 2017. On March 1, 2019, the Company entered into a consulting agreement with the former owner of HarmAlarm. The agreement commenced on March 1, 2019 and shall continue for a period of thirty-six (36) months. The agreement may only be terminated by either incapacitation or death of consultant or for cause with ten (10) days written notice. During the term of the agreement consultant will be paid at a rate of $5,000 per month. On March 1, 2019, the Company entered into a consulting agreement with a former key employee of HarmAlarm. The agreement commenced on March 1, 2019 and shall continue for a period of thirty-six (36) months. The agreement may only be terminated by either incapacitation or death of consultant or for cause with ten (10) days written notice. During the term of the agreement consultant will be paid an hourly rate of $50.00 per hour. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS EQUITY Preferred Stock We are authorized to issue 35,000,000 0.001 1,000,000 On August 15, 2016, William J. Delgado, our current Chief Executive Officer, agreed to convert $231,565 of indebtedness owed to him by the Company into 1,000,000 shares of convertible preferred stock (the Preferred Stock). The Preferred Stock has voting rights as to one (1) preferred share to four hundred (400) shares of the common stock of the Company. The Preferred Stock is convertible into common stock at any time after issuance into 37% of the outstanding common stock of the Company at the time of the conversion. The conversion to common can only take place when there are an adequate number of shares that are available and is subject to normal stock adjustments (i.e. stock splits etc.) that are executed by the Company in its normal course of business. Common Stock We are authorized to issue 2,000,000,000 0.001 737,263,858 668,338,264 Common Stock Warrant Schedule of Common Stock Warrants Outstanding and Exercisable We have issued warrants, which are fully vested and available for exercise, as follows: Issued in connection Number Exercise Date of Date Date of with or for Outstanding Price Issue Vested Expiration Financing 5,000,000 $ 0.01 May 10, 2019 May 10, 2019 May 10, 2022 Financing 3,750,000 $ 0.01 Jan. 21, 2019 Jan. 21, 2019 Jan. 21, 2024 Financing 12,000,000 $ 0.01 Dec. 31, 2020 Dec. 31, 2020 Dec. 31, 2023 Financing 2,500,000 $ 0.01 Aug. 19, 2019 Aug. 19, 2019 Aug. 19, 2024 Financing 10,000,000 $ 0.01 March 1, 2021 March 1, 2021 March 1, 2031 Financing 20,000,000 $ 0.01 April 1, 2021 April 1, 2021 April 1, 2031 Financing 2,096,875 $ 0.01 June 6, 2021 June 6, 2021 June 6, 2024 Financing 12,000,000 $ 0.01 Jan 1, 2021 Jan 1, 2021 Jan 1, 2026 Financing 1,000,000 $ 0.01 Feb. 1, 2023 Feb. 1, 2023 Feb. 1, 2026 Financing 1,000,000 $ 0.01 March 1, 2021 March 3, 2021 March 5, 2021 Financing 1,000,000 $ 0.01 April 1, 2021 April 1, 2021 April 1, 2026 Financing 1,000,000 $ 0.01 May 1, 2021 May 3, 2021 May 6, 2021 Financing 1,000,000 $ 0.01 June 1, 2021 June 3, 2021 June 5, 2021 Financing 1,000,000 $ 0.01 July 1, 2021 July 3, 2021 July 5, 2021 Financing 1,000,000 $ 0.01 Aug. 1, 2021 Aug. 1, 2021 Aug. 1, 2026 Financing 1,000,000 $ 0.01 Sept. 1,2021 Sept. 1,2021 Sept. 1,2026 Financing 1,000,000 $ 0.01 Oct. 1, 2022 Oct. 1, 2022 Oct. 1, 2026 Financing 1,000,000 $ 0.01 Nov. 1, 2021 Nov. 1, 2021 Nov. 1, 2026 Financing 1,000,000 $ 0.01 Dec. 1, 2021 Dec. 1, 2021 Dec. 1, 2026 78,346,875 All warrants are exercisable at any time through the date of expiration. All agreements provide for the number of shares to be adjusted in the event of a stock split, a reverse stock split, a share exchange or other conversion or exchange event in which case the number of warrants and the exercise price of the warrants shall be adjusted on a proportional basis. The following is a summary of outstanding and exercisable warrants at December 31, 2021: Outstanding Exercisable Weighted Average Outstanding Range of Number Remaining Number Weighted Exercise Outstanding Contractual Average Exercisable Average Prices at 12/31/2021 Life (in yrs) Exercise Price at 12/31/2021 Exercise Price $ 0.01 5,000,000 0.5 0.004 5,000,000 $ 0.01 $ 0.01 3,750,000 2.1 0.002 3,750,000 $ 0.01 $ 0.01 12,000,000 2 $ 0.01 12,000,000 $ 0.01 $ 0.01 2,500,000 2.8 $ 0.01 2,500,000 $ 0.01 $ 0.01 10,000,000 8.2 $ 0.01 10,000,000 $ 0.01 $ 0.01 20,000,000 8.3 $ 0.01 20,000,000 $ 0.01 $ 0.01 2,096,875 3.6 $ 0.01 2,096,875 $ 0.01 $ 0.01 12,000,000 5 $ 0.01 12,000,000 $ 0.01 $ 0.01 1,000,000 5.1 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.2 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.3 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.4 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.5 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.6 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.7 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.8 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.9 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.1 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.1 $ 0.01 1,000,000 $ 0.01 78,346,875 78,346,875 The following is a summary of outstanding and exercisable warrants at December 31, 2020: Weighted Average Weighted Issued in Number Average connection Outstanding Exercise Date of Date Date of with or for at 12/31/2020 Price Issue Vested Expiration Financing 2,000,000 $ 0.01 May 15, 2018 May 15, 2018 May 15, 2018 Financing 5,000,000 $ 0.01 May 10, 2019 May 10, 2019 May 10, 2022 Financing 3,750,000 $ 0.01 Jan. 21, 2019 Jan. 21, 2019 Jan. 21, 2024 Financing 12,000,000 $ 0.01 Dec 31, 2020 Dec. 31, 2020 Dec. 31, 2023 Financing 2,500,000 $ 0.01 Aug. 19, 2019 Aug. 19, 2019 Aug. 19, 2024 25,250,000 The intrinsic value of warrants outstanding at December 31, 2020 and 2019 was $0. Aggregate intrinsic value represents the value of the Companys closing stock price on the last trading day of the fiscal period in excess of the exercise price of the warrant multiplied by the number of warrants outstanding or exercisable. Stock Incentive Plans 2014 Global Digital Solutions Equity Incentive Plan On May 9, 2014, our shareholders approved the 2014 Global Digital Solutions Equity Incentive Plan (Plan) and reserved 20,000,000 shares of our common stock for issuance pursuant to awards thereunder, including options, stock appreciation right, restricted stock, restricted stock units, performance awards, dividend equivalents, or other stock-based awards. The Plan is intended as an incentive, to retain in the employ of the Company, our directors, officers, employees, consultants, and advisors, and to attract new officers, employees, directors, consultants and advisors whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its subsidiaries. In accordance with the ACS 718, Compensation – Stock Compensation Stock-based compensation expense for the years ended December 31, 2021, and 2020 was $5,075 and $284,500, respectively. Awards Issued Under Stock Incentive Plans Stock Option Activity On December 31, 1 and 2020 we have outstanding stock options of 12,900,000 and 13,650,002 respectively - all of which are fully-vested stock options that were granted to directors, officers and consultants. The outstanding stock options are exercisable at prices ranging from $0.006 to $0.64 and expire between February 2024 and December 2025, for an average exercise price per share of $0.60 and an average remaining term of 7.5 years as of December 31, 2018. During the years ended December 31, 2021 and 2020 we did not recognize any stock-based compensation cost related to the outstanding stock options. The intrinsic value of options outstanding at December 31, 2021 and 2020 was $0. Aggregate intrinsic value represents the value of the Companys closing stock price on the last trading day of the fiscal period in excess of the exercise price of the option multiplied by the number of options outstanding. Restricted Stock Units On October 10, 2014 we granted an employee 1 million RSUs convertible into 1 million shares of the Companys common stock, with a grant date fair market value of $100,000. The grant was made under our 2014 Equity Incentive Plan. 333,333 RSUs will vest in respect of each calendar year (commencing January 1 and ending December 31) of the Company from 2015 through 2017 if the Company has achieved at least 90% of the total revenue and EBITDA midpoint targets set forth in the agreement. If less than 90% of the target is achieved in respect of any such fiscal year, then the number of RSUs vesting for that fiscal year shall be 333,333 times the applicable percentage set forth in the agreement; provided that, Awards Not Issued Under Stock Incentive Plans Restricted Stock Grants Awarded to Advisors In order to align our senior advisors with the interest of the stakeholders of the Company, the Board of Directors of the Company has granted the advisors restricted stock awards valued at $0.17 to $0.364 per share which vest over a period of 12 – 24 months, subject to remaining an advisor for a minimum of twelve months, and which are forfeited if the advisor is terminated or is no longer an advisor on the anniversary of the advisory award, as follows: December 31, 2020 Name Date of Number of Vest from Vest To Vested Unvested Forfeited Mathew Kelley 4/17/13 1,250,000 4/30/13 3/31/14 1,250,000 — — 4/17/13 1,250,000 2/28/14 1/31/15 1,250,000 — — Richard J. Feldman 4/30/14 500,000 4/30/14 3/30/15 500,000 — — 500,000 4/30/15 3/30/16 375,000 — 125,000 Gary Gray 3/7/15 1,000,000 3/7/15 5/30/15 1,000,000 — — Ross Trevino 3/7/15 500,000 3/7/15 5/30/15 500,000 — — 5,000,000 4,875,000 — 125,000 The aggregate intrinsic value of the restricted stock grant was $0 on December 31, 2021 and 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Reconciliations between the statutory rate and the effective tax rate for the year ended December 31, 2021, consist as follows: Schedule of Income Tax Effective Tax Rate 2021 Amounts Rate Income tax expense at statutory federal rate of 21% $ 470,000 21 % Increase (decrease) in valuation allowance (470,000 ) -21 % Income tax expense (benefit) at Company's effective tax rate $ — 0 % TOTAL Activity TOTAL 12/31/2020 2021 12/31/2021 Net Operating Loss Carryforward $ 21,304,808 $ (470,000 ) $ 21,774,808 NOL tax benefit $ 4,474,010 $ (470,000 ) $ 4,004,010 Stock based compensation 2,908,000 — 2,908,000 Accrued expenses 26,000 — 26,000 Amortization and depreciation 19,000 — 19,000 Impairment of intangible assets 243,000 — 243,000 Total Deferred Tax Assets 7,670,010 (470,000 ) 7,200,010 Valuation allowance $ 7,670,010 $ (470,000 ) $ 7,670,010 As of December 31, 2021, the Company had $ 21,000,000 The Company provides for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against their net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, they have not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Companys net deferred tax asset and valuation allowance increased by $for the year ended December 31, 2021, related to the current year activity. The Company has reviewed all income tax positions taken or that are expected to be taken for all open years and determined that their income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2011 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. The Companys policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statements of operations. As of December 31, 2021, there were no unrecognized tax benefits, or any tax related interest or penalties. The Company files income tax returns in the U.S. federal jurisdiction and the various states in which they operate. The former members of NACSV are required to file separate federal and state tax returns for NACSV for the periods prior to our acquisition of NACSV. The Company files consolidated tax returns for subsequent periods. The Company has not filed their U.S. federal and certain state tax returns since 2014 and currently do not have any examinations ongoing. Tax returns for the years 2012 onwards are subject to federal, state or local examinations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Due to officer During 2021 Mr. Delgado paid off approximately $390,000 of the Companys debt. The Company paid Mr. Delgado approximately $1,326,000 which included repayment for amounts paid for the notes and compensation. The Company owes Mr. Delgado $ 50,000 As of December 31, 2020, the Company owes Mr. Delgado approximately $ 64,000 253,000 Due from Related Party During the year ended December 31, 2021, the Company advanced Eco Growth Strategies, a related entity, $ 80,195 RLT Consulting On December 31, 2021, the company had a note payable to RLT consulting and a consulting agreement see (Note 5). RLT Consulting is owned by Ross Trevino, a Vice President of GDSI Inc. As of December 31, 2021, and 2020 RLT was owed $919,500 and $799,500, respectively, which is included in notes payable. Accounts Payable December 31, December 31, 2021 2020 RLT Consulting $ 21,591 $ 21,591 Jerry Gomolski 22,980 22,980 Charter 804CS 20,099 20,099 Gary Gray 12,000 12,000 Compensation owed to related parties $ 78,690 $ 78,690 Accrued Compensation On December 31, 2021 and December 31, 2020, we had $0 and $64,481 payable to William J. Delgado and $90,834 and $77,834 to Jerome Gomolski, respectively. Schedule of Accrued Compensation At, December 31, 2021 and December 31, 2020 we had the following: William Jerome Total Delgado Gomolski Balance 12/31/2020 $ 142,315 $ 64,481 $ 77,834 2021 Salary 288,000 240,000 48,000 Payments (339,481 ) (304,481 ) (35,000 ) Balance 12/31/2021 $ 90,834 $ — $ 90,834 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On February 3, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8% Convertible Note in the aggregate principal of $ 103,750 On March 25, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8% Convertible Note in the aggregate principal of $258,638 with an OID of S27,712., due on March 25, 2023. The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 65% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have sustained losses and experienced negative cash flows from operations since inception, except for the current year ended December 31, 2021, which we had a net income of $ 2,211,309 98,800 49,349,575 11,158,772 Our cash position is critically deficient, and payments essential to our ability to operate are not being made in the ordinary course. Failure to raise capital in the coming days to fund our operations and failure to generate positive cash flow to fund such operations in the future will have a material adverse effect on our financial condition. These factors raise substantial doubt about our ability to continue as a going concern. We need to raise additional funds immediately and continue to raise funds until we begin to generate sufficient cash from operations, and we may not be able to obtain the necessary financing on acceptable terms, or at all. We will continue to require substantial funds to continue development of our core business. Managements plans in order to meet our operating cash flow requirements include financing activities such as private placements of common stock, and issuances of debt and convertible debt instruments, and the establishment of strategic relationships which we expect will lead to the generation of additional revenue or acquisition opportunities. While we believe that we will be successful in obtaining the necessary financing to fund our operations, there are no assurances that such additional funding will be achieved or that we will succeed in our future operations. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue acquisitions and raise the funds necessary to complete such acquisitions. The outcome of these matters cannot be predicted at this time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, NACSV, GDSI Florida, LLC, Global Digital Solutions, LLC and HarmAlarm. All intercompany accounts and transactions have been eliminated in consolidation. |
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, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the derivative liability valuation, deferred tax asset and valuation allowance, and assumptions used in Black-Scholes-Merton, or BSM, or other valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Income Taxes | Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2021 and 2020. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the Tax Reform Law). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduces the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company analyzed the provisions of the Tax Reform Law to assess the impact on the Companys consolidated financial statements and determined it had no material impact. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Prepaid expenses | Prepaid expenses On December 31, 2020, the company has a Prepaid Expense account of $520,000. The prepaid expense is aircraft lease agreement with Valley Air Express a company controlled by William Delgado. In 2021 management reassessed the viability of testing the PALS system in house. Management reviewed at alternative choices and decided that in house testing was no longer feasible and will outsource the Pals system testing. As a result of this management decision the prepaid expense was written off and the Company incurred a loss on the write off of $315,000, and $205,000 was charged to Mr. Delgado accrued compensation and Due to officer accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities ● Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly ● Level 3 – Significant unobservable inputs that cannot be corroborated by market data. |
Derivative Financial Instruments | Derivative Financial Instruments We account for conversion options embedded in convertible notes payable in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 815, Derivatives and Hedging Embedded Derivatives Derivative Liabilities Derivatives and Hedging – Contracts in Entitys own Equity Change in fair value of derivative liability |
Earnings (Loss) Per Share (“EPS”) | Earnings (Loss) Per Share (EPS) Basic EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Securities excluded from the diluted per share calculation Year Ended December 31, December 31, 2021 2020 Convertible notes and accrued interest 361,265,001 282,423,699 Preferred Stock 227,787,627 247,285,158 Stock options 12,900,000 13,650,002 Warrants 81,346,875 13,250,000 Potentially dilutive securities 683,299,503 556,608,859 |
Stock Based Compensation | Stock Based Compensation In accordance with ASC 718, Compensation – Stock Compensation the Company measures the cost of employee services received in exchange for share-based compensation measured at the grant date fair value of the award. The Companys accounting policy for equity instruments issued to advisors, consultants, and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 . |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for Accounting for Derivative Instruments and Hedging Activities. Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (OID) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Convertible Securities | Convertible Securities Based upon ASC 815-15, we have adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. We will evaluate our contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to our inability to demonstrate we have sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Securities excluded from the diluted per share calculation | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Securities excluded from the diluted per share calculation |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Year Ended December 31, December 31, 2021 2020 Convertible notes and accrued interest 361,265,001 282,423,699 Preferred Stock 227,787,627 247,285,158 Stock options 12,900,000 13,650,002 Warrants 81,346,875 13,250,000 Potentially dilutive securities 683,299,503 556,608,859 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following amounts: Schedule of Accrued Expenses |
ACCRUED EXPENSES | December 31, December 31, 2021 2020 Accrued compensation to executive officers $ 90,834 $ 142,315 Accrued professional fees and settlements 86,392 259,119 Accrued interest 1,304,684 942,446 Total accrued expenses $ 1,481,910 $ 1,343,880 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities | The following is a summary of activity of Level 3 liabilities during the years ended December 31, 2021 and 2020: Schedule of Fair Value of Liabilities |
FAIR VALUE MEASUREMENTS | December 31, December 31, Derivative Liability 2021 2020 Balance at beginning of period $ 9,367,159 $ 1,158,008 Additions 540,209 2,820,754 Settlements (1,752,000 ) (1,743,734 ) Change in fair value (7,260,514 ) 7,132,131 Balance at end of year $ 809,000 $ 9,367,159 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding and Exercisable | Common Stock Warrant Schedule of Common Stock Warrants Outstanding and Exercisable We have issued warrants, which are fully vested and available for exercise, as follows: |
STOCKHOLDERS' EQUITY | Issued in connection Number Exercise Date of Date Date of with or for Outstanding Price Issue Vested Expiration Financing 5,000,000 $ 0.01 May 10, 2019 May 10, 2019 May 10, 2022 Financing 3,750,000 $ 0.01 Jan. 21, 2019 Jan. 21, 2019 Jan. 21, 2024 Financing 12,000,000 $ 0.01 Dec. 31, 2020 Dec. 31, 2020 Dec. 31, 2023 Financing 2,500,000 $ 0.01 Aug. 19, 2019 Aug. 19, 2019 Aug. 19, 2024 Financing 10,000,000 $ 0.01 March 1, 2021 March 1, 2021 March 1, 2031 Financing 20,000,000 $ 0.01 April 1, 2021 April 1, 2021 April 1, 2031 Financing 2,096,875 $ 0.01 June 6, 2021 June 6, 2021 June 6, 2024 Financing 12,000,000 $ 0.01 Jan 1, 2021 Jan 1, 2021 Jan 1, 2026 Financing 1,000,000 $ 0.01 Feb. 1, 2023 Feb. 1, 2023 Feb. 1, 2026 Financing 1,000,000 $ 0.01 March 1, 2021 March 3, 2021 March 5, 2021 Financing 1,000,000 $ 0.01 April 1, 2021 April 1, 2021 April 1, 2026 Financing 1,000,000 $ 0.01 May 1, 2021 May 3, 2021 May 6, 2021 Financing 1,000,000 $ 0.01 June 1, 2021 June 3, 2021 June 5, 2021 Financing 1,000,000 $ 0.01 July 1, 2021 July 3, 2021 July 5, 2021 Financing 1,000,000 $ 0.01 Aug. 1, 2021 Aug. 1, 2021 Aug. 1, 2026 Financing 1,000,000 $ 0.01 Sept. 1,2021 Sept. 1,2021 Sept. 1,2026 Financing 1,000,000 $ 0.01 Oct. 1, 2022 Oct. 1, 2022 Oct. 1, 2026 Financing 1,000,000 $ 0.01 Nov. 1, 2021 Nov. 1, 2021 Nov. 1, 2026 Financing 1,000,000 $ 0.01 Dec. 1, 2021 Dec. 1, 2021 Dec. 1, 2026 78,346,875 |
STOCKHOLDERS' EQUITY (Details 2) | Outstanding Exercisable Weighted Average Outstanding Range of Number Remaining Number Weighted Exercise Outstanding Contractual Average Exercisable Average Prices at 12/31/2021 Life (in yrs) Exercise Price at 12/31/2021 Exercise Price $ 0.01 5,000,000 0.5 0.004 5,000,000 $ 0.01 $ 0.01 3,750,000 2.1 0.002 3,750,000 $ 0.01 $ 0.01 12,000,000 2 $ 0.01 12,000,000 $ 0.01 $ 0.01 2,500,000 2.8 $ 0.01 2,500,000 $ 0.01 $ 0.01 10,000,000 8.2 $ 0.01 10,000,000 $ 0.01 $ 0.01 20,000,000 8.3 $ 0.01 20,000,000 $ 0.01 $ 0.01 2,096,875 3.6 $ 0.01 2,096,875 $ 0.01 $ 0.01 12,000,000 5 $ 0.01 12,000,000 $ 0.01 $ 0.01 1,000,000 5.1 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.2 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.3 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.4 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.5 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.6 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.7 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.8 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.9 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.1 $ 0.01 1,000,000 $ 0.01 $ 0.01 1,000,000 5.1 $ 0.01 1,000,000 $ 0.01 78,346,875 78,346,875 |
STOCKHOLDERS' EQUITY (Details 3) | Weighted Average Weighted Issued in Number Average connection Outstanding Exercise Date of Date Date of with or for at 12/31/2020 Price Issue Vested Expiration Financing 2,000,000 $ 0.01 May 15, 2018 May 15, 2018 May 15, 2018 Financing 5,000,000 $ 0.01 May 10, 2019 May 10, 2019 May 10, 2022 Financing 3,750,000 $ 0.01 Jan. 21, 2019 Jan. 21, 2019 Jan. 21, 2024 Financing 12,000,000 $ 0.01 Dec 31, 2020 Dec. 31, 2020 Dec. 31, 2023 Financing 2,500,000 $ 0.01 Aug. 19, 2019 Aug. 19, 2019 Aug. 19, 2024 25,250,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Effective Tax Rate | Reconciliations between the statutory rate and the effective tax rate for the year ended December 31, 2021, consist as follows: Schedule of Income Tax Effective Tax Rate |
INCOME TAXES | 2021 Amounts Rate Income tax expense at statutory federal rate of 21% $ 470,000 21 % Increase (decrease) in valuation allowance (470,000 ) -21 % Income tax expense (benefit) at Company's effective tax rate $ — 0 % |
INCOME TAXES (Details 2) | TOTAL Activity TOTAL 12/31/2020 2021 12/31/2021 Net Operating Loss Carryforward $ 21,304,808 $ (470,000 ) $ 21,774,808 NOL tax benefit $ 4,474,010 $ (470,000 ) $ 4,004,010 Stock based compensation 2,908,000 — 2,908,000 Accrued expenses 26,000 — 26,000 Amortization and depreciation 19,000 — 19,000 Impairment of intangible assets 243,000 — 243,000 Total Deferred Tax Assets 7,670,010 (470,000 ) 7,200,010 Valuation allowance $ 7,670,010 $ (470,000 ) $ 7,670,010 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Accounts Payable | Accounts Payable |
RELATED PARTY TRANSACTIONS | December 31, December 31, 2021 2020 RLT Consulting $ 21,591 $ 21,591 Jerry Gomolski 22,980 22,980 Charter 804CS 20,099 20,099 Gary Gray 12,000 12,000 Compensation owed to related parties $ 78,690 $ 78,690 |
Schedule of Accrued Compensation | Schedule of Accrued Compensation |
RELATED PARTY TRANSACTIONS (Details 2) | At, December 31, 2021 and December 31, 2020 we had the following: William Jerome Total Delgado Gomolski Balance 12/31/2020 $ 142,315 $ 64,481 $ 77,834 2021 Salary 288,000 240,000 48,000 Payments (339,481 ) (304,481 ) (35,000 ) Balance 12/31/2021 $ 90,834 $ — $ 90,834 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 683,299,503 | 556,608,859 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 361,265,001 | 282,423,699 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 227,787,627 | 247,285,158 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 12,900,000 | 13,650,002 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 81,346,875 | 13,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Net Income ( Loss) | $ 2,211,309 | $ (12,606,540) | |
Cash and Cash Equivalents, at Carrying Value | 98,800 | 264 | $ 493,402 |
Retained Earnings (Accumulated Deficit) | 49,349,575 | $ 51,560,884 | |
Working Capital Deficit | $ 11,158,772 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation to executive officers | $ 90,834 | $ 142,315 |
Accrued professional fees and settlements | 86,392 | 259,119 |
Accrued interest | 1,304,684 | 942,446 |
Total accrued expenses | $ 1,481,910 | $ 1,343,880 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance at beginning of period | $ 9,367,159 | |
Change in fair value | 7,348,389 | $ (7,132,131) |
Balance at end of year | 809,000 | 9,367,159 |
Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance at beginning of period | 9,367,159 | 1,158,008 |
Additions | 540,209 | 2,820,754 |
Settlements | (1,752,000) | (1,743,734) |
Change in fair value | (7,260,514) | 7,132,131 |
Balance at end of year | $ 809,000 | $ 9,367,159 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.39% | 0.08% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 months 22 days | 3 months 22 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 177.15% | 103.70% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant May 10, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | May 10, 2019 | May 10, 2019 |
Debt Instrument, Maturity Date | May 10, 2019 | May 10, 2019 |
Debt Conversion, Converted Instrument, Expiration or Due Date | May 10, 2022 | May 10, 2022 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 5,000,000 | 5,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant Jan. 21, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Jan. 21, 2019 | Jan. 21, 2019 |
Debt Instrument, Maturity Date | Jan. 21, 2019 | Jan. 21, 2019 |
Debt Conversion, Converted Instrument, Expiration or Due Date | Jan. 21, 2024 | Jan. 21, 2024 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 3,750,000 | 3,750,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant Dec. 31, 2020 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Dec. 31, 2020 | Dec. 31, 2020 |
Debt Instrument, Maturity Date | Dec. 31, 2020 | Dec. 31, 2020 |
Debt Conversion, Converted Instrument, Expiration or Due Date | Dec. 31, 2023 | Dec. 31, 2023 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 12,000,000 | 12,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant Aug. 19, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Aug. 19, 2019 | Aug. 19, 2019 |
Debt Instrument, Maturity Date | Aug. 19, 2019 | Aug. 19, 2019 |
Debt Conversion, Converted Instrument, Expiration or Due Date | Aug. 19, 2024 | Aug. 19, 2024 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,500,000 | 2,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant March 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Mar. 1, 2021 | |
Debt Instrument, Maturity Date | Mar. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Mar. 1, 2031 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 10,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant April 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Apr. 1, 2021 | |
Debt Instrument, Maturity Date | Apr. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Apr. 1, 2031 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 20,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant June 6, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 6, 2021 | |
Debt Instrument, Maturity Date | Jun. 6, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Jun. 6, 2024 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,096,875 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Jan 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Jan. 1, 2021 | |
Debt Instrument, Maturity Date | Jan. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Jan. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 12,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Feb. 1, 2023 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Feb. 1, 2023 | |
Debt Instrument, Maturity Date | Feb. 1, 2023 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Feb. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant March 01, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Mar. 1, 2021 | |
Debt Instrument, Maturity Date | Mar. 3, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Mar. 5, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant April 01, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Apr. 1, 2021 | |
Debt Instrument, Maturity Date | Apr. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Apr. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant March 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | May 1, 2021 | |
Debt Instrument, Maturity Date | May 3, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | May 6, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant June 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 1, 2021 | |
Debt Instrument, Maturity Date | Jun. 3, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Jun. 5, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant July 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Jul. 1, 2021 | |
Debt Instrument, Maturity Date | Jul. 3, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Jul. 5, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Aug. 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Aug. 1, 2021 | |
Debt Instrument, Maturity Date | Aug. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Aug. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Sept. 1,2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Sep. 1, 2021 | |
Debt Instrument, Maturity Date | Sep. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Sep. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Oct. 1, 2022 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Oct. 1, 2022 | |
Debt Instrument, Maturity Date | Oct. 1, 2022 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Oct. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Nov. 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Nov. 1, 2021 | |
Debt Instrument, Maturity Date | Nov. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Nov. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant Dec. 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Dec. 1, 2021 | |
Debt Instrument, Maturity Date | Dec. 1, 2021 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | Dec. 1, 2026 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 78,346,875 | 25,250,000 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant May 10, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 5,000,000 | 5,000,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.004 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 6 months | |
Warrant Jan. 21, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 3,750,000 | 3,750,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.002 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 1 month 6 days | |
Warrant Dec. 31, 2020 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 12,000,000 | 12,000,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years | |
Warrant Aug. 19, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,500,000 | 2,500,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months 18 days | |
Warrant March 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 10,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 8 years 2 months 12 days | |
Warrant April 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 20,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 8 years 3 months 18 days | |
Warrant June 6, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,096,875 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years 7 months 6 days | |
Warrant Jan 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 12,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |
Warrant Feb. 1, 2023 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 1 month 6 days | |
Warrant March 01, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 2 months 12 days | |
Warrant April 01, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 3 months 18 days | |
Warrant March 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 4 months 24 days | |
Warrant June 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months | |
Warrant July 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 7 months 6 days | |
Warrant Aug. 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 8 months 12 days | |
Warrant Sept. 1,2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 9 months 18 days | |
Warrant Oct. 1, 2022 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 10 months 24 days | |
Warrant Nov. 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 1 month 6 days | |
Warrant Dec. 1, 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 1 month 6 days | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 78,346,875 | 25,250,000 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant May 15, 2018 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | May 15, 2018 | |
Debt Instrument, Maturity Date | May 15, 2018 | |
Debt Conversion, Converted Instrument, Expiration or Due Date | May 15, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | |
Warrant May 10, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | May 10, 2019 | May 10, 2019 |
Debt Instrument, Maturity Date | May 10, 2019 | May 10, 2019 |
Debt Conversion, Converted Instrument, Expiration or Due Date | May 10, 2022 | May 10, 2022 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 5,000,000 | 5,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant Jan. 21, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Jan. 21, 2019 | Jan. 21, 2019 |
Debt Instrument, Maturity Date | Jan. 21, 2019 | Jan. 21, 2019 |
Debt Conversion, Converted Instrument, Expiration or Due Date | Jan. 21, 2024 | Jan. 21, 2024 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 3,750,000 | 3,750,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant Dec. 31, 2020 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Dec. 31, 2020 | Dec. 31, 2020 |
Debt Instrument, Maturity Date | Dec. 31, 2020 | Dec. 31, 2020 |
Debt Conversion, Converted Instrument, Expiration or Due Date | Dec. 31, 2023 | Dec. 31, 2023 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 12,000,000 | 12,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant Aug. 19, 2019 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Instrument, Issuance Date | Aug. 19, 2019 | Aug. 19, 2019 |
Debt Instrument, Maturity Date | Aug. 19, 2019 | Aug. 19, 2019 |
Debt Conversion, Converted Instrument, Expiration or Due Date | Aug. 19, 2024 | Aug. 19, 2024 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,500,000 | 2,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.01 | $ 0.01 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 78,346,875 | 25,250,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred Stock, Shares Authorized | 35,000,000 | 35,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 737,263,858 | 668,338,264 |
Common Stock, Shares, Outstanding | 737,263,858 | 668,338,264 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 470,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ (470,000) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (21.00%) | |
Income Tax Expense (Benefit) | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net Operating Loss Carryforward | $ 21,774,808 | $ 21,304,808 |
NOL tax benefit | 4,004,010 | 4,474,010 |
Stock based compensation | 2,908,000 | 2,908,000 |
Accrued expenses | 26,000 | 26,000 |
Amortization and depreciation | 19,000 | 19,000 |
Impairment of intangible assets | 243,000 | 243,000 |
Total Deferred Tax Assets | 7,200,010 | 7,670,010 |
Valuation allowance | 7,670,010 | $ 7,670,010 |
Activity [Member] | ||
Net Operating Loss Carryforward | (470,000) | |
NOL tax benefit | (470,000) | |
Stock based compensation | ||
Accrued expenses | ||
Amortization and depreciation | ||
Impairment of intangible assets | ||
Total Deferred Tax Assets | (470,000) | |
Valuation allowance | $ (470,000) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 21,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | $ 78,690 | $ 78,690 |
RLT Consulting | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | 21,591 | 21,591 |
Jerry Gomolski | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | 22,980 | 22,980 |
Charter 804CS | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | 20,099 | 20,099 |
Gary Gray | ||
Related Party Transaction [Line Items] | ||
Compensation owed to related parties | $ 12,000 | $ 12,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 2) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Related Party Transaction [Line Items] | |
Balance 12/31/2020 | $ 142,315 |
2021 Salary | 288,000 |
Payments | (339,481) |
Balance 12/31/2021 | 90,834 |
William Delgado Member | |
Related Party Transaction [Line Items] | |
Balance 12/31/2020 | 64,481 |
2021 Salary | 240,000 |
Payments | (304,481) |
Balance 12/31/2021 | |
Jerome Gomolski [Member] | |
Related Party Transaction [Line Items] | |
Balance 12/31/2020 | 77,834 |
2021 Salary | 48,000 |
Payments | (35,000) |
Balance 12/31/2021 | $ 90,834 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Employee-related Liabilities, Current | $ 50,000 | $ 253,291 |
Accrued Liabilities, Current | 1,481,910 | 1,343,880 |
William Delgado Member | ||
Related Party Transaction [Line Items] | ||
Employee-related Liabilities, Current | 50,000 | 253,000 |
Accrued Liabilities, Current | $ 64,000 | |
Eco Growth Stratergies [Member] | ||
Related Party Transaction [Line Items] | ||
General and Administrative Expense | $ 80,195 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Feb. 03, 2022USD ($) |
Subsequent Event [Member] | Convertible Notes Payable [Member] | |
Subsequent Event [Line Items] | |
Long-term Debt, Gross | $ 103,750 |