Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 21, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-27039 | |
Entity Registrant Name | Marijuana Co of America, Inc. | |
Entity Central Index Key | 0001078799 | |
Entity Tax Identification Number | 98-1246221 | |
Entity Incorporation, State or Country Code | UT | |
Entity Address, Address Line One | 633 W. 5th Street | |
Entity Address, Address Line Two | Suite 2826 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90071 | |
City Area Code | (888) | |
Local Phone Number | 777-4362 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,993,152,796 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 831 | $ 104,024 |
Accounts receivable, net | 240,351 | 211,288 |
Inventory | 180,580 | 252,199 |
Prepaid Insurance | 61,705 | |
Other current assets | 36,937 | 2,133,640 |
Total current assets | 458,699 | 2,762,856 |
Property and equipment, net | 106,069 | 121,588 |
Other assets: | ||
Long-term Investments | 285,733 | 2,327,357 |
Goodwill | 1,633,557 | 1,633,557 |
Intangible assets, net | 975,000 | 1,110,000 |
Security deposit | 9,239 | 4,541 |
Total assets | 3,468,297 | 7,959,899 |
Current liabilities: | ||
Accounts payable | 998,027 | 932,760 |
Accrued compensation | 333,951 | 42,925 |
Accrued liabilities | 577,229 | 270,689 |
Notes payable, related parties | 33,114 | 20,000 |
Convertible notes payable, net of debt discount of $756,068 and $1,659,622, respectively | 4,830,335 | 3,769,449 |
Contingent Liability - Acquisition | 500,000 | 953,837 |
Subscriptions payable | 752,961 | 989,594 |
Derivative liability | 956,795 | 749,756 |
Total current liabilities | 8,982,412 | 7,729,010 |
Total liabilities | 8,982,412 | 7,729,010 |
Stockholders' deficit: | ||
Common stock, no par value; 32,000,000,000 shares authorized; 1,518,463,309 and 7,122,806,264 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 101,114,027 | 96,730,659 |
Common stock to be issued, 1,000,000 and 1,000,000 shares, respectively | 19,000 | 1,000 |
Treasury Stock | (60,000) | |
Accumulated other Comprehensive (loss) | (31,666) | (11,725) |
Accumulated (deficit) | (106,567,476) | (96,501,045) |
Total stockholders' (deficit) | (5,514,115) | 230,889 |
Total liabilities and stockholders' (deficit) | 3,468,297 | 7,959,899 |
Preferred Class A [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized | 10,000 | 10,000 |
Preferred Class B [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized | $ 2,000 | $ 2,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Convertible note payable, net of debt discount | $ 756,068 | $ 1,659,622 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value per share | $ 0 | $ 0 |
Common stock, shares authorized | 32,000,000,000 | 32,000,000,000 |
Common stock, shares issued | 1,518,463,309 | 7,122,806,264 |
Common stock, shares outstanding | 1,518,463,309 | 7,122,806,264 |
Common stock to be issued | 1,000,000 | 1,000,000 |
Preferred Class A [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Preferred Class B [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
CONDENSED CONSOLIDATED COMPREHE
CONDENSED CONSOLIDATED COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES: | ||||
Sales | $ 142,394 | $ 442,178 | $ 962,343 | $ 493,988 |
Total Revenues | 142,394 | 442,178 | 962,343 | 493,988 |
Cost of sales | 58,200 | 378,491 | 607,061 | 406,972 |
Gross Profit | 84,194 | 63,687 | 355,282 | 87,016 |
OPERATING EXPENSES: | ||||
Depreciation and amortization | 51,108 | 3,697 | 153,267 | 6,350 |
Selling and marketing | 43,835 | 167,664 | 221,302 | 430,425 |
Payroll and related | 241,504 | 142,830 | 778,628 | 413,232 |
Stock-based compensation | 9,000 | 529,393 | 179,000 | 688,293 |
General and administrative | 631,514 | 639,767 | 1,674,805 | 1,777,419 |
Total operating expenses | 976,961 | 1,483,351 | 3,007,002 | 3,315,719 |
Net loss from operations | (892,767) | (1,419,664) | (2,651,720) | (3,228,703) |
OTHER INCOME (EXPENSES): | ||||
Interest expense, net | (761,060) | (549,363) | (2,859,534) | (2,542,108) |
Loss on share exchange agreement | (340,984) | (735,178) | ||
Impairment Loss on Intangible Asset | (2,020,982) | |||
(Loss) Gain on change in fair value of derivative liabilities | (126,136) | 1,177,610 | (195,203) | (451,679) |
Loss on equity investment | (2,009,254) | (2,009,254) | ||
Unrealized Gain on trading securities | 504,137 | |||
(Loss) Gain on sale of trading securities | (543,200) | 6,086 | (543,200) | |
Loss on settlement of debt | (148,324) | (88,990) | (335,824) | (253,967) |
Total other income (expense) | (3,044,774) | (344,927) | (7,414,711) | (4,021,995) |
Net loss before income taxes | (3,937,541) | (1,764,591) | (10,066,431) | (7,250,698) |
Income taxes (benefit) | ||||
NET LOSS | (3,937,541) | (1,764,591) | (10,066,431) | (7,250,698) |
Foreign currency Translation Adjustment | (17,393) | (19,941) | ||
Comprehensive Loss | $ (3,954,934) | $ (1,764,591) | $ (10,086,372) | $ (7,250,698) |
Loss per common share, basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic and diluted (after stock-split) | 12,698,727,773 | 5,266,505,915 | 10,809,441,907 | 4,867,533,020 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (Unaudited) - USD ($) | Preferred Stock Class A [Member] | Preferred Stock Class B [Member] | Common Stock [Member] | Treasury Stock [Member] | Common Stock To Be Issued [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 10,000 | $ 2,000 | $ 80,824,336 | $ 11,892 | $ (86,309,595) | $ (5,461,367) | ||
Beginning Balance, shares at Dec. 31, 2020 | 10,000,000 | 2,000,000 | 3,136,774,841 | 11,892,411 | ||||
Common stock issued for services rendered | $ 661,292 | 661,292 | ||||||
Common stock issued for services rendered, shares | 142,946,860 | |||||||
Common stock issued in settlement of convertible notes payable and accrued interest | $ 1,960,056 | $ 29,226 | 1,989,282 | |||||
Common stock issued in settlement of convertible notes payable and accrued interest, shares | 905,667,530 | 29,226,275 | ||||||
Issuance of common stock for setlement of liabilities | $ 19,515 | $ (10,892) | 8,623 | |||||
Issuance of common stock for settlement of liabilities, shares | 3,027,031 | (10,892,411) | ||||||
Conversion of related party notes payable and accounts payable | $ 141,750 | 141,750 | ||||||
Conversion of related party notes payable and accounts payable, shares | 22,500,000 | |||||||
Common stock issued in exchange for exercise of warrants on a cashless basis | ||||||||
Common stock issued in exchange for exercise of warrants on a cashless basis, shares | 462,844,406 | |||||||
Sale of common stock | $ 1,638,126 | 1,638,126 | ||||||
Sale of common stock, shares | 742,297,599 | |||||||
Issuance of common stock for investments | $ 1,300,000 | 1,300,000 | ||||||
Issuance of common stock for investments, shares | 691,935,484 | 608,065 | ||||||
Reclassification of derivative liabilities to additional paid in capital | $ 6,270,052 | 6,270,052 | ||||||
Debt discount from warrants issued with convertible notes payable | 716,953 | 716,953 | ||||||
Common stock issued for acquisition of business | $ 1,617,501 | 1,617,501 | ||||||
Common stock issued for acquisition of business, shares | 265,164,070 | |||||||
Modification of notes payable | $ 86,064 | 86,064 | ||||||
Net Loss | (7,250,698) | (7,250,698) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 10,000 | $ 2,000 | $ 95,235,645 | $ 30,226 | (93,560,293) | 1,717,578 | ||
Ending Balance, shares at Sep. 30, 2021 | 10,000,000 | 2,000,000 | 6,373,157,821 | 30,834,340 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 10,000 | $ 2,000 | $ 96,730,659 | $ 1,000 | (96,501,045) | (11,725) | 230,889 | |
Beginning Balance, shares at Dec. 31, 2021 | 10,000,000 | 2,000,000 | 7,122,806,264 | 1,000,000 | ||||
Common stock issued to settle amounts previously accrued | $ 273,403 | 273,403 | ||||||
Common stock issued to settle amounts previously accrued, shares | 1,333,508,170 | |||||||
Common stock issued for services rendered | $ 152,000 | $ 18,000 | 170,000 | |||||
Common stock issued for services rendered, shares | 122,256,410 | |||||||
Common stock issued in settlement of convertible notes payable and accrued interest | $ 1,342,674 | 1,342,674 | ||||||
Common stock issued in settlement of convertible notes payable and accrued interest, shares | 2,109,530,915 | |||||||
Issuance of common stock for deferred finance costs | $ 276,687 | 276,687 | ||||||
Issuance of common stock for deferred finance costs, shares | 387,821,466 | |||||||
Sale of common stock | $ 1,218,315 | 1,218,315 | ||||||
Sale of common stock, shares | 3,458,888,889 | |||||||
Cancellation of shares upon settlement of SEC legal case | ||||||||
Cancellation of shares upon settlement of SEC legal case, shares | (218,532,087) | |||||||
Treasury stock purchase | (60,000) | (60,000) | ||||||
Common shares cancelled by officer | ||||||||
Common shares cancelled by officer, shares | (30,000,000) | |||||||
Reclassification of derivative liabilities to additional paid in capital | $ 233,069 | 233,069 | ||||||
Debt discount from warrants issued with convertible notes payable | 152,587 | 152,587 | ||||||
Common stock issued for contingent consideration | $ 500,000 | 500,000 | ||||||
Common stock issued for contingent consideration, shares | 717,866,439 | |||||||
Common stock issued for subscriptions payable | $ 234,633 | 234,633 | ||||||
Common stock issued for subscriptions payable, shares | 180,486,830 | |||||||
Net Loss | (10,066,431) | (19,941) | (10,086,372) | |||||
Ending balance, value at Sep. 30, 2022 | $ 10,000 | $ 2,000 | $ 101,114,027 | $ (60,000) | $ 19,000 | $ (106,567,476) | $ (31,666) | $ (5,514,115) |
Ending Balance, shares at Sep. 30, 2022 | 10,000,000 | 2,000,000 | 15,184,633,309 | 1,000,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ (10,066,431) | $ (7,250,698) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 2,010,783 | 1,232,641 |
Depreciation and amortization | 153,267 | 5,753 |
Bad debt expense | 72,581 | 34,359 |
Loss on equity investment | 2,009,254 | 735,178 |
Loss on VBF acquisition | 2,020,982 | |
Loss (Gain) on change in fair value of derivative liability | 195,203 | 451,679 |
Interest expense recognized for the excess of fair value of derivative liability over net book value of notes payable at issuance | 194,984 | 1,035,115 |
Stock-based compensation | 404,633 | 661,292 |
Unrealized Gain on trading securities | (504,137) | |
Loss on sale of trading securities | 543,200 | |
Loss on settlement of liabilities | 335,824 | 256,336 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (101,644) | (5,496) |
Inventories | 71,619 | (90,561) |
Prepaid expenses and other current assets | 132,728 | (161,352) |
Accounts payable | 735,480 | 386,122 |
Accrued expenses and other current liabilities | 12,752 | (23,063) |
Right-of-use assets | 7,858 | |
Right-of-use liabilities | (7,858) | |
Net cash (used in) operating activities | (1,757,153) | (2,693,632) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,748) | (121,603) |
Payment to establish joint venture | (99,098) | |
Proceeds from sale of investments | 190,401 | |
Acquisition of business | (155,550) | |
Net cash (used in) investing activities | (2,748) | (185,850) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 1,649,980 | 2,065,863 |
Repayments of notes payable | (1,144,760) | (626,005) |
Proceeds from related parties | 13,114 | |
Repayments to related parties | (20,000) | |
Repurchase of common stock | (60,000) | |
Proceeds from sale of common stock | 1,218,315 | 1,492,851 |
Net cash provided by financing activities | 1,676,649 | 2,912,709 |
Foreign exchange impact on cash | (19,941) | |
Net (decrease) increase in cash | (103,193) | 33,227 |
Cash at beginning of period | 104,024 | 74,503 |
Cash at end of period | 831 | 107,730 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non cash financing activities: | ||
Common stock issued in settlement of convertible notes payable | 930,174 | 1,989,282 |
Reclassification of derivative liabilities to additional paid-in capital | 6,270,052 | |
Common stock issued for investment | 234,633 | 1,300,000 |
Common stock issued to settle liabilities | 8,623 | |
Common stock issued for acquisition of business | 500,000 | 1,617,501 |
Common stock issued for deferred finance costs | $ 276,687 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Marijuana Company of America, Inc. (the “Company”) was incorporated under the laws of the State of Utah in October 1985 under the name Mormon Mint, Inc. The corporation was originally a startup company organized to manufacture and market commemorative medallions related to the Church of Jesus Christ of Latter Day Saints. On January 5, 1999, Bekam Investments, Ltd. acquired one hundred percent of the common shares of the Company and spun the Company off changing its name Converge Global, Inc. From August 13, 1999 until November 20, 2002, the Company focused on the development and implementation of Internet web content and e-commerce applications. In October 2009, in a 30 for 1 exchange, the Company merged with Sparrowtech, Inc. In 2015, the Company changed its business model to a marketing and distribution company for medical marijuana. In conjunction with the change, the Company changed its name to Marijuana Company of America, Inc. At the time of the transition in 2015, there were no remaining assets, liabilities or operating activities of the mining business. On February 1, 2016, the Company formed MCOA CA, Inc., a California corporation as a wholly owned subsidiary to facilitate mergers, acquisitions and the offering of investments or loans to the Company. On May 3, 2017, the Company formed Hempsmart Limited, a United Kingdom corporation as a wholly owned subsidiary for the purpose of future expansion into the European market. On August 8, 2017, the Company formed H Smart, Inc., a Delaware corporation as a wholly owned subsidiary for the purpose of operating the hempSMART™ brand. On January 11, 2021, the Company formed Hempsmart Global, Inc., a Nevada corporation, as a wholly owned subsidiary for the purpose of facilitating the Company’s Latin American joint ventures in Uruguay and Brazil. On June 29, 2021, the Company acquired 100% of the capital stock of cDistro, Inc., a Nevada corporation, which is now a wholly owned subsidiary of the Company for the purpose of engaging in the distribution of hemp and CBD products to retail outlets in the North American market. On, July 20, 2021, the Company formed Salinas Diversified Ventures, Inc., a California corporation, as a wholly owned subsidiary for the purpose of consummating the asset purchase agreement with VBF Brands, Inc. On July 19, 2022, the Company formed H Smart, Inc., a California corporation, as a wholly owned subsidiary for the purpose of facilitating the sale and distribution of products in California. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries H Smart, Inc., Hempsmart Limited, cDistro, Inc. and MCOA CA, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited financial statements set forth in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on April 16, 2022 (the “Annual Report”). Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, during the nine months ended September 30, 2022, the Company incurred net losses from operations of $ 2,651,720 1,757,153 The Company's primary source of operating funds for the nine months ended September 30, 2022 was from funds generated from the issuance of convertible and non-convertible debt. The Company has experienced net losses from operations since inception, but expects these conditions to improve in 2022 and beyond as it continues to develop its business The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding; however, there can be no assurance that the Company will be successful in developing profitable operations or that it will be able to obtain financing on favorable terms, if at all. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers,” to supersede previous revenue recognition guidance under current GAAP. Revenue is now recognized in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue Recognition (“ASC Topic 606”). The objective of the guidance is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The core principle is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Two options were made available for implementation of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company adopted ASC Topic 606 for its reporting period as of the year ended December 31, 2017, which made its implementation of ASC Topic 606 effective in the first quarter of 2018. The Company decided to implement the modified retrospective transition method to implement ASC Topic 606, with no restatement of the comparative periods presented. Using this transition method, the Company applied the new standards to all new contracts initiated on or after the effective date. The Company also decided to apply this method to any incomplete contracts it determined are subject to ASC Topic 606 prospectively. For the quarter ended September 30, 2022, there were no incomplete contracts. As is more fully discussed below, the Company is of the opinion that none of its contracts for services or products contain significant financing components that require revenue adjustment under ASC Topic 606. Identification of Our Contracts with Customers Contracts included in the Company’s application of ASC Topic 606 for the quarter ended September 30, 2022 consisted solely of sales of the Company’s hempSMART™ and cDistro products. With respect to the Company’s financial accounting, bookkeeping and/or real property management consulting services, to date no contracts have been entered into, and thus no In accordance with ASC Topic 606, the Company of the opinion that none of its hempSMART™ or cDistro product sales or offered consulting service, each of which are discussed below, have a significant financing component. The Company’s opinion is based upon the transactional basis for its product sales, with revenue recognized upon customer order, payment and shipment, which occurs concurrently. The Company’s evaluation of the length of time between the customer order, payment and shipping is not a significant financing component because shipment occurs the same day as the order is placed and payment made by the customer. The Company’s evaluation of its consulting services is based upon recognizing revenue as the services are performed for a determinable price per hour. The Company only recognizes revenues as incurred and charge billable hours. Because the Company’s hourly fees for services are fixed and determinable and are only earned and recognized as revenue upon actual performance, the Company is of the opinion that such arrangements are not an indicator of a vendor or customer based significant financing that would materially change the amount of revenue the Company recognizes under the contract or would otherwise contain a significant financing component under ASC Topic 606. Determination of the Price in Our Sales Contracts The transaction prices in the Company’s sales contract are the amount of consideration the Company expects to be entitled to for transferring promised hempSMART™ and cDistro products. The consideration amount is fixed and not variable. The transaction price is allocated to the identified performance obligations in the contract. These allocated amounts are recognized as revenue when or as the performance obligations are fulfilled, which is concurrently upon receipt of payment. There are no future options for a contract when considering and determining the transaction price. The Company excludes amounts third parties will eventually collect, such as sales tax, when determining the transaction price. Since the timing between receiving consideration and transferring goods or services is immediate, the Company’s sales contract do not have a significant financing component, i.e., recognizing revenue at the amount that reflects the cash payment that the customer would have made at the time the goods or services were transferred to them (cash selling price), rather than significantly before or after the goods or services are provided. Allocation of the Transaction Price of Our Sales Contracts The Company’s sales contracts are not considered multi-element arrangements which require the fulfillment of multiple performance obligations. Rather, the Company’s sales contracts include one performance obligation in each contract. As such, from the outset, the Company allocates the total consideration to each performance obligation based on the fixed and determinable standalone selling price, which the Company believes is an accurate representation of what the price is in each transaction. Recognition of Revenue when the Performance Obligation is Satisfied A performance obligation is satisfied when or as control of the good or service is transferred to the customer. ASC 606-10-20 defines control as “the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.” For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. As noted above, the Company’s single performance obligation sales contracts are singularly related to its promise to provide the hempSMART™ and cDistro products to the customer upon receipt of payment, and upon completion, allows the Company to realize revenue under its revenue recognition policy. With respect to the Company’s offered financial accounting, bookkeeping and/or real property management consulting services, to date no contracts have been entered into, and thus no reportable revenues have resulted for the fiscal years ended December 31, 2021 and 2020 or for the quarter ended September 30, 2022. Identifying the Performance Obligations in Our Sales Contracts In analyzing the Company’s sales contracts, the Company’s policy is to identify the distinct performance obligations in a sales contract arrangement. In determining the Company’s performance obligations under its sales contracts, the Company considers that the terms and conditions of sales are explicitly outlined in its sales contracts and are so distinct and identifiable within the context of each sales contract, and so are not integrated with other goods, or constitute a modification or customization of other goods in the Company’s contracts, or are highly dependent or highly integrated with other goods in the Company’s sales contracts. Thus, the Company’s performance obligations are singularly related to its promise to provide the hempSMART™ and cDistro products upon receipt of payment. The Company offers an assurance warranty on its hempSMART™ and cDistro products that allows a customer to return any hempSMART™ and cDistro products within 30 days if not satisfied for any reason. Assurance warranties are not identifiable performance obligations since they may be elected at the whim of the customer for any reason. However, the Company does account for returns of purchase prices, if made. Product Sales Revenue from product sales, including delivery fees, is recognized when (1) an order is placed by the customer; (2) the price is fixed and determinable when the order is placed; (3) the customer is required to and concurrently pays for the product upon order; and (4) the product is shipped. The evaluation of the Company’s recognition of revenue after the adoption of ASC Topic 606 did not include any judgments or changes to judgments that affected the Company’s reporting of revenues since the Company’s product sales, both pre and post adoption of ASC Topic 606 were evaluated using the same standards as noted above, reflecting revenue recognition upon order, payment and shipment, which all occurs concurrently when the order is placed and paid for by the customer, and the product is shipped. Further, given the facts that (1) the Company’s customers exercise discretion in determining the timing of when they place their product order and (2) the price negotiated in the Company’s product sales is fixed and determinable at the time the customer places the order, and there is no delay in shipment, the Company is of the opinion that its product sales do not indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for the Company or the customer under ASC Topic 606. Consulting Services The Company also offers professional services for financial accounting, bookkeeping and/or real property management consulting services based on consulting agreements. As of the date of this filing, the Company has not entered into any contracts for any financial accounting, bookkeeping and/or real property management consulting services that have generated reportable revenues as of the years ended December 31, 2021 or 2020 or the quarter ended September 30, 2022. If and when the Company provides these professional services, it would intend and expect the arrangements to be entered into on an hourly fixed fee basis. For hourly based fixed fee service contracts, the Company intends to utilize and rely upon the proportional performance method, which recognizes revenue as services are performed. Under this method, in order to determine the amount of revenue to be recognized, the Company will calculate the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable. The Company only recognizes revenues as incurred and charges billable hours. Because the Company’s hourly fees for services are fixed and determinable and are only earned and recognized as revenue upon actual performance, the Company is of the opinion that such arrangements are not an indicator of a vendor or customer based significant financing that would materially change the amount of revenue the Company recognizes under the contract or would otherwise contain a significant financing component under ASC Topic 606. The Company determined that upon adoption of ASC Topic 606 there were no adjustments converting from ASC 605 to ASC Topic 606 because product sales revenue is recognized upon customer order, payment and shipment, which occurs concurrently, and the Company’s consulting services offered are fixed and determinable and are only earned and recognized as revenue upon actual performance. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of September 30, 2022 and December 31, 2021, allowance for doubtful accounts was $ 36,340 3,267 Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. Cost of Sales Cost of sales is comprised of cost of product sold, packaging, and shipping costs. Stock-Based Compensation - Employees The Company accounts for the stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of ASC 718-10-30. Pursuant to ASC 718-10-30-6, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement based on sales to third parties or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments • Expected volatility of the entity’s shares and the method used to estimate it • Expected annual rate of quarterly dividends • Risk-free rate(s) Generally, all forms of share-based payments, including stock options, warrants, restricted stock and stock appreciation rights are measured at their fair value on the grant date of the award based on the estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. Stock-Based Compensation – Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting (“Topic 718”s). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment, and expands the scope of the Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company adopted the new guidance effective January 1, 2019, and the adoption did not have a material impact on its financial statements and related disclosures. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments • Expected volatility of the entity’s shares and the method used to estimate it • Expected annual rate of quarterly dividends • Risk-free rate(s) Earnings per Share Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if the Company’s share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of the Company’s share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. The dilutive effect of the Company’s convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method 3 5 Goodwill and Intangible Assets Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The following table summarizes the Company’s intangible assets: Schedule of intangible assets, net September 30, 2022 December 31, 2021 Trademarks (estimated 5-year life) $ 500,000 $ 500,000 Licenses (estimated 10-year life) 600,000 600,000 Customer Relationships (estimated 5-year life) 100,000 100,000 Intangible assets, gross 1,200,000 1,200,000 Accumulated amortization (225,000 ) (90,000 ) Intangible assets, net $ 975,000 $ 1,110,000 We evaluate long-lived assets, including intangible assets and goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company completed an evaluation of goodwill and intangible assets at September 30, 2022 and determined that no impairment was necessary. Investments The Company follows ASC subtopic 321-10, Investments-Equity Securities (“ASC 321-10”) which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses are included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes (See Note 6). Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company’s free-standing derivatives consisted of conversion options embedded within its issued convertible debt and warrants with anti-dilutive (reset) provisions. The Company evaluated these derivatives to assess their proper classification in the balance sheet using the applicable classification criteria enumerated under GAAP. The Company determined that certain conversion and exercise options do not contain fixed settlement provisions. The convertible notes contain a conversion feature and warrants have a reset provision such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the conversion feature and the reset provision which does not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus, any available shares are allocated first to contracts with the most recent inception dates. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2022 and December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts payables and short-term notes because they are short term in nature. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $ 105,144 183,491 Segment Information ASC subtopic Segment Reporting 280-10 ("ASC 280-10") establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company's principal operating segments, hempSMART and cDistro. The following table represents the Company’s hempSMART business for the nine months ended September 30, 2022 and 2021: hempSMART STATEMENT OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 Schedule of Operation statement * The Company has begun the phase-out of this business in the USA during 2022 For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues $ — $ 22,351 $ 15,537 $ 73,760 Cost of Sales 482 19,435 5,725 47,769 Gross profit (482 ) 2,916 9,812 25,991 Operating Expenses Depreciation expense 5,259 3,100 15,808 5,881 Selling and Marketing expenses 66,024 105,757 157,576 363,796 Payroll and related 19,860 56,988 108,665 165,800 Stock-based Compensation — 104,685 — 104,685 General and administrative expenses 132,612 87,517 306,715 284,182 Total Expenses 233,755 358,047 588,764 924,344 Net Loss from Operations $ (234,237 ) $ (355,131 ) $ (578,952 ) $ (898,353 ) The following table represents the Company’s cDistro business for the nine months ended September 30, 2022 and 2021: cDistro Inc. STATEMENT OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues $ 111,908 $ 407,246 $ 864,825 $ 407,589 Cost of Sales 51,324 359,056 587,834 359,056 Gross profit 60,584 48,190 276,991 48,533 Operating Expenses Depreciation expense 45,849 597 137,459 597 Selling and Marketing expenses 259 3,696 6,122 3,696 Payroll and related 75,053 45,000 199,053 45,000 General and administrative expenses 0 94,650 138,289 94,938 Total Expenses 121,161 143,943 480,923 144,231 Net Loss from Operations $ (60,577 ) $ (95,753 ) $ (203,932 ) $ (95,698 ) Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2022 and 2021, the Company has no Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative which aims to reduce unnecessary complexity in GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. |
OPERATING LEASE
OPERATING LEASE | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
OPERATING LEASE | NOTE 4 – OPERATING LEASE In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability, on a discounted basis, and a right-of-use asset for substantially all leases, as well as additional disclosures regarding leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), which provides an optional transition method of applying the new lease standard. ASU 2018-11, Topic 842 can be applied using either a modified retrospective approach at the beginning of the earliest period presented, or as permitted by ASU 2018-11, at the beginning of the period in which it is adopted. We adopted this standard using a modified retrospective approach on January 1, 2019. The modified retrospective approach includes a number of optional practical expedients relating to the identification and classification of leases that commenced before the adoption date; initial direct costs for leases that commenced before the adoption date; and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The Company elected the package of practical expedients permitted under ASU 2018-11, Leases, allowing it to account for its existing operating lease that commenced before the adoption date as an operating lease under the new guidance without reassessing (i) whether the contract contains a lease; (ii) the classification of the lease; or, (iii) the accounting for indirect costs as defined in ASC 842. On May 31, 2021, the Company’s operating lease for its office space located at 1340 West Valley Parkway, Suite 205, Escondido, CA 92029 expired and, at that time, the Company fully amortized its right-of-use asset for such lease. On June 1, 2021, the Company entered into an office accommodation agreement whereby it may access a shared office space located at 633 West Fifth Street, Suite 2826, Los Angeles, CA 90071 on a month-to-month basis over a one-year term 1 2,349 The Company determined under ASC 2018-11, Leases (Topic 842), due to the short-term nature of the office accommodation agreement, that such agreement met the criteria of ASC 842-20-25-2 and as such it is not necessary to capitalize the office accommodation agreement and fees will be recognized on a monthly straight-line basis. The adoption of this guidance resulted in no significant impact to the Company’s results of operations or cash flows. |
PROPERTY, MACHINERY AND EQUIPME
PROPERTY, MACHINERY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, MACHINERY AND EQUIPMENT | NOTE 5 – PROPERTY, MACHINERY AND EQUIPMENT Property and equipment as of September 30, 2022 and December 31, 2021 is summarized as follows: Schedule of property and equipment September 30, 2022 December 31, 2021 Computer equipment $ 31,855 $ 30,155 Furniture and fixtures 14,327 13,278 Machinery 104,102 104,102 Subtotal 150,284 147,535 Less: accumulated depreciation (44,214 ) (25,947 ) Property, machinery and equipment, net $ 106,069 $ 121,588 Property, machinery and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 Depreciation expense was $ 18,267 5,753 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 6 – INVESTMENTS Bougainville Ventures, Inc. Joint Venture On March 16, 2017, the Company entered into a joint venture agreement with Bougainville Ventures, Inc. (“Bougainville”), a Canadian corporation, to (i) jointly engage in the development and promotion of products in the legalized cannabis industry in Washington State; (ii) utilize Bougainville's high quality cannabis grow operations in the State of Washington, where it claimed to have an ownership interest in real property for use within the legalized cannabis industry; (iii) leverage Bougainville’s agreement with a I-502 Tier 3 license holder to grow cannabis on the site; provide technical and management services and resources including, but not limited to, sales and marketing, agricultural procedures, operations, security and monitoring, processing and delivery, branding, capital resources and financial management; and (iv) optimize collaborative business opportunities. The Company and Bougainville agreed to operate through BV-MCOA Management, LLC, a limited liability company organized in the State of Washington on May 17, 2017. Pursuant to the joint venture agreement, the Company committed to raise not less than $ 1,000,000 The joint venture agreement provided that funding provided by the Company would contribute towards the joint venture’s ultimate purchase of the land consisting of a one-acre parcel located in Okanogan County, Washington, for joint venture operations. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2017, the Company did not comply with the funding schedule for the joint venture. On November 6, 2017, the Company and Bougainville amended the joint venture agreement to reduce the amount of the Company's commitment from $ 1,000,000 800,000 15 Thereafter, the Company determined that Bougainville had no ownership interest in the property in Washington State, but rather was a party to a purchase agreement for real property that was in breach of contract for non-payment. Bougainville also did not possess an agreement with a Tier 3 I-502 license holder to grow marijuana on the property. Nonetheless, as a result of funding arranged for by the Company, Bougainville and an unrelated third party, Green Ventures Capital Corp., purchased the land, but did not deed the real property to the joint venture. Bougainville failed to pay delinquent property taxes to Okanogan County, and as a result, as further discussed below, to date, the property has not been deeded to the joint venture. To clarify the respective contributions and roles of the parties, the Company offered to enter into good faith negotiations to revise and restate the joint venture agreement with Bougainville. The Company diligently attempted to communicate with Bougainville to enter into an amended and restated joint venture agreement, and efforts towards satisfying the conditions to complete the subdivision of the land by the Okanogan County Assessor. However, Bougainville failed to cooperate or communicate with the Company in good faith, and failed to pay the delinquent taxes on the real property that would allow for sub-division and the deeding of the real property to the joint venture. On August 10, 2018, the Company advised its independent auditor that Bougainville did not cooperate or communicate with the Company regarding its requests for information concerning the audit of Bougainville’s receipt and expenditures of $ 800,000 In connection with the joint venture agreement, the Company recorded a cash investment of $ 1,188,500 49.5 792,500 37,673 11,043 285,986 Natural Plant Extract Natural Plant Extract of California & Subsidiaries Joint Venture; On April 15, 2019, the Company entered into a joint venture agreement with Natural Plant Extracts of California, Inc. and subsidiaries. The purpose of the joint venture was to utilize Natural Plant Extracts’ California and City cannabis licenses to jointly operate a business named “Viva Buds” to operate a licensed cannabis distribution service in California. In exchange for acquiring 20% of Natural Plant Extracts’ common stock, the Company agree to pay two million dollars and issue Natural Plant Extract one million dollars’ worth of the Company’s restricted common stock. As of February 3, 2020, the Company was in arrears in its payment obligations under the joint venture agreement, and the parties entered into a settlement and release of all claims terminating the joint venture. The parties agreed to reduce the Company’s equity ownership in Natural Plant Extracts from 20 5 85,000 56,085 During the nine months ended September 30, 2022, the Company recorded an impairment on the investment in the amount of $142,567. Brazilian Joint Ventures On September 30, 2020, the Company entered into two joint venture agreements (the “Joint Venture Agreements”) with Marco Guerrero, a director of the Company (“Guerrero”) and related party, to form joint ventures in Brazil and in Uruguay to produce, manufacture, market and sell the Company’s hempSMART™ products in Latin America and to develop and sell hempSMART™ products globally. The Joint Venture Agreements contain equal terms for the formation of the joint venture entities in Uruguay and Brazil. The Brazilian joint venture, HempSmart Produtos Naturais Ltda. (“HempSmart Brazil”), will be headquartered in São Paulo, Brazil. The Uruguayan joint venture, Hempsmart Uruguay S.A.S. (“HempSmart Uruguay”), will be headquartered in Montevideo, Uruguay. Pursuant to the Joint Venture Agreements, the Company acquired a 70% equity interest in both HempSmart Brazil and HempSmart Uruguay, with a minority 30% equity interest in both HempSmart Brazil and HempSmart Uruguay being held by newly formed entities controlled by Guerrero. Pursuant to the Joint Venture Agreements, the Company agreed to provide capital in the amount of $ 50,000 100,000 The boards of directors of HempSmart Brazil and HempSmart Uruguay will consist of three directors, elected by the joint venture partners. Pursuant to the Joint Venture Agreements, the Company agreed to license, on a royalty-free basis, certain of its intellectual property regarding its existing products to HempSmart Brazil and HempSmart Uruguay to enable the joint ventures to manufacture and sell its products in Brazil, Uruguay, and for export to other Latin American countries, the United States, and globally in accordance with the terms of the Joint Venture Agreements. In addition, as majority partner, in the event a joint venture is frustrated in its intent or purpose, the Company may trigger a compulsory buy-sell procedure pursuant to which the Company could pursue a sale of all or substantially all of the joint venture. Subject to certain exceptions, the joint venture partners may not transfer their interests in HempSmart Brazil and HempSmart Uruguay. Cannabis Global, Inc. Joint Venture On May 12, 2021, the Company entered into a joint venture agreement with Cannabis Global, Inc. (“Cannabis Global”) pursuant to which the Company will invest up to $ 250,000 115,000 Share Exchange On September 30, 2020, the Company entered into a securities exchange agreement with Cannabis Global pursuant to which the Company issued 650,000,000 7,222,222 During the nine months ended September 30, 2022, the Company recorded an impairment on the investment in the amount of $852,597. Eco Innovation Group Inc. Share Exchange On February 26, 2021, the Company entered into a Share Exchange Agreement with Eco Innovation Group, Inc., a Nevada corporation quoted on OTC Markets Pink (“ECOX”) dated February 26, 2021, to acquire the number of shares of ECOX’s common stock, par value $ 0.001 650,000 0.06 650,000 64,621,893 394,194 394,194 Complementary to the Share Exchange Agreement, the Company and ECOX entered into a Lock-Up Agreement dated February 26, 2021 (the “Lock-Up Agreement”), providing that the shares of common stock acquired pursuant to the Share Exchange Agreement shall be subject to a lock-up period preventing its sale for a period of 12 months following issuance and limiting the subsequent sale to aggregate maximum sale value of $ 20,000 80,000 For a period of two years following the Effective Date, at the closing of each fiscal quarter, should the per-share closing price of the common shares of the same class as the Shares or the Exchange Shares, as quoted by the OTC Markets for the last day of the relevant fiscal quarter, decrease below original issuance value with the effect that the aggregate value of the Shares or the Exchange Shares at the fiscal quarter close would be lower than $650,000, then either MCOA, in the case of the Shares, or ECOX, in the case of the Exchange Shares, shall issue the other party the number of shares of common stock necessary to cause the aggregate value of the Shares or the Exchange Shares, as applicable, be $650,000 as of the end of the relevant fiscal quarter. The parties shall irrevocably instruct their respective transfer agents to reserve and maintain authorized and unissued common stock in a reserve account designated for the purpose of issuing such shares pursuant to this share exchange adjustment provision. Such share reserve accounts shall be maintained with a number of authorized and unissued common stock not less than three (3) times the number of Shares or Exchange Shares, as the case may be, that are issued pursuant to the Share Exchange Closing. On September 30, 2022, the closing price of the Company’s common stock was $ 0.0155 41,935,484 4,179,073,945 For the quarter ended September 30, 2022, the Company recorded a Loss on Equity Investment and corresponding increase in Subscriptions Payable of $ 394,194 .0155 Asset Purchase Agreement with VBF Brands, Inc. On October 6, 2021, the Company, through its wholly owned subsidiary Salinas Diversified Ventures, Inc., a California corporation, entered into an Asset Purchase Agreement, Management Services Agreement, Cooperation Agreement and Employment Agreement with VBF Brands, Inc., a California corporation (“VBF”), a wholly owned subsidiary of Sunset Island Group, Inc., a Colorado corporation (“SIGO”). VBF and SIGO agreed to transfer to the Company all of VBF’s outstanding stock to the Company and appointed our CEO and CFO Jesus Quintero as President of VBF. BF owns various fixed assets including machinery and equipment, a lease for a 10,000 square foot facility located at 20420 Spence Road, Salinas, California, 93908, leasehold improvements, good-will, inventory, tradenames including “VBF Brands,” trade secrets, intellectual property, and other tangible and intangible properties, including licenses issued by the City of Salinas, County of Monterey, and the State of California to operate a licensed cannabis nursery, cultivation facility, and operations for the manufacturing and distribution of cannabis and cannabis products. VBF and SIGO agreed to sell and transfer to the Company all of VBF’s outstanding stock, and, by virtue of the Management Services Agreement, appoint Mr. Jesus Quintero as President of VBF, vesting management and control of VBF’s licensed cannabis operations in the Company. Concurrently, VBF and Livacich entered into a Cooperation Agreement, whereby VBF and Livacich agreed to cooperate to facilitate the transfer of ownership of VBF, which includes licenses issued by the City of Salinas, County of Monterey, and the State of California, to operate a cannabis nursery, cultivation facility and manufacturing and distribution operations to the Company. The Company also agreed to retain Livacich as Chief Executive Officer for a term of two years and agreed to compensate her with a salary including a signing cash bonus of $250,000, and a $250,000 performance cash bonus payable after six months after the Effective Date. The bonus is conditioned upon Livacich meeting an agreed to “Net Revenue” target of one million dollars ($1,000,000) from VBF’s operations during the six-month period after closing of the Asset Purchase Agreement, and her compliance with the terms and conditions of this Asset Purchase Agreement, the Management Services Agreement and the Cooperation Agreement. As consideration for the transaction, the Company agreed to assume two secured convertible promissory notes issued by SIGO to St. George Investments, LLC, a Utah limited liability company (“St. George”) (the “SIGO Notes”). The first note was issued December 8, 2017, in the original face amount of $ 170,000 4,245,000 Under the Asset Purchase Agreement, the closing is conditioned upon certain conditions precedent, specifically (i) VBF and SIGO’s full corporate authorization, consent and execution of this Agreement; (ii) VBF’s sale to MCOA of 100% of the issued and outstanding shares of VBF; (iii) full corporate authorization, consent compliance with and execution of the Management Services Agreement and Cooperation Agreement; (iv) SIGO’s disclosure of the Agreement on Form 8-K with the Securities and Exchange Commission; (v) full cooperation in MCOA’s financial auditing of VBF in accordance with ASC 805, including providing unrestricted access to all VBF corporate and financial records and providing all necessary cooperation with VBF financial personnel; (vi) full cooperation in aiding and assisting Buyer with its change of ownership applications with the relevant licensing authorities; (vii) the warranty of truthful representations and execution of and compliance with the terms and conditions of the Executive Employment Agreement, Management Services Agreement and the Cooperation Agreement. As of the date of this filing, the conditions precedent to the closing of the Asset Purchase Agreement remain in the process of implementation, so that the Asset Purchase Agreement closing has not yet occurred pursuant to its terms. Legal counsel for MCOA is currently in the process of working with VBF, Salinas Diversified Ventures, and the relevant state and local governments to effect the change of control and license transfers necessary to close the Asset Purchase Agreement. During the nine months ended September 30, 2022, based on the remote likelihood of the Company closing this acquisition, the Company recognized a loss of $ 2,020,982 Schedule of investment roll forward INVESTMENTS AS OF SEPTEMBER 30, 2022 TOTAL Consolidated Cannabis Global Hempsmart Lynwood Natural Plant Salinas Ventures VBF INVESTMENTS Eliminations Inc. ECOX C'Distro Brazil JV Extract Holding BRANDS Vivabuds Investment, Beginning balance 0 0 0 0 0 0 0 0 0 0 0 Investments made during quarter ended 03-31-19 0 Quarter 03-31-19 equity method Loss 0 Unrealized gains on trading securities - quarter ended 03-31-19 - - - - - - - - - - - Balance 03-31-19 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Investments made during quarter ended 06-30-19 3,073,588 $ 3,000,000 $ 73,588 Quarter 06-30-19 equity method Income (Loss) (29,414 ) $ (6,291 ) $ (23,123 ) Unrealized gains on trading securities - quarter ended 06-30-19 0 - - - - - - - - - - Balance 06-30-19 3,044,174 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,993,709 $ 0 $ 0 $ 50,465 Investments made during quarter ended 09-30-19 186,263 $ 186,263 Quarter 09-30-19 equity method Income (Loss) (139,926 ) $ (94,987 ) $ (44,939 ) Sale of trading securities during quarter ended 09-30-19 Unrealized gains on trading securities - quarter ended 09-30-19 0 - - - - - - - - - - Balance 09-30-19 3,090,511 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,898,722 $ 0 $ 0 $ 191,789 Investments made during quarter ended 12-31-19 129,812 $ 129,812 Quarter 12-31-19 equity method Income (Loss) (102,944 ) $ (23,865 ) $ (79,079 ) Reversal of Equity method Loss for 2019 272,285 $ 125,143 $ 147,142 Impairment of investment in 2019 (2,306,085 ) $ (2,306,085 ) $ 0 Loss on disposition of investment (389,664 ) $ (389,664 ) Sale of trading securities during quarter ended 12-31-19 0 Unrealized gains on trading securities - quarter ended 12-31-19 0 - - - - - - - - - - Balance 12-31-19 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Equity Loss for Quarter ended 03-31-20 0 Recognize Joint venture liabilities per JV agreement 03-31-20 0 Impairment of Equity Loss for Quarter ended 03-31-20 0 Unrealized gains on trading securities - quarter ended 03-31-19 - - - - - - - - - - - Balance 03-31-20 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Equity Loss for Quarter ended 06-30-20 0 Impairment of Equity Loss for Quarter ended 06-30-20 0 Sales of of trading securities - quarter ended 06-30-20 - - - - - - - - - - - Balance 06-30-20 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Global Hemp Group trading securities issued 650,000 $ 650,000 Investment in Cannabis Global 0 - - - - - - - - - - Balance 09-30-20 1,343,915 $ 0 $ 650,000 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Unrealized gain on Global Hemp Group securities - 4th Quarter 2020 - - - - - - - - - - - Unrealized gains on Cannabis Global Inc securities - 4th Quarter 2020 208,086 $ 208,086 Balance 12-31-20 1,552,001 $ 0 $ 858,086 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Investment in ECOX 650,000 - - $ 650,000 - - - - - - - Balance 03-31-21 2,202,001 $ 0 $ 858,086 $ 650,000 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Investments made during quarter ended 06-30-21 30,898 $ 30,898 Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 - - - - - - - - - - - Balance 06-30-21 2,232,899 $ 0 $ 858,086 $ 650,000 $ 0 $ 0 $ 30,898 $ 693,915 $ 0 $ 0 $ 0 Investments made during quarter ended 09-30-21 68,200 $ 68,000 $ 200 Sale of short-term investments in quarter ended 09-30-21 0 - - - - - - - - - - Balance 09-30-21 2,301,099 $ 0 $ 926,086 $ 650,000 $ 0 $ 0 $ 30,898 $ 693,915 $ 200 $ 0 $ 0 Investments made during quarter ended 12-31-21 5,087,079 $ 2,975,174 $ 90,923 $ 2,020,982 Consolidated Eliminations 12/31/21 (5,060,821 ) (5,060,821 ) - - - - - - - - - Balance 12-31-21 2,327,357 $ (5,060,821 ) $ 926,086 $ 650,000 $ 2,975,174 $ 90,923 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Investments made during quarter ended 03-31-22 (26,458 ) (26,458 ) - - - - - - - - - Balance 03-31-22 2,300,899 $ (5,087,279 ) $ 926,086 $ 650,000 $ 2,975,174 $ 90,923 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Investments made during quarter ended 06-30-22 20,976 - - - - $ 20,976 - - - - - Balance 06-30-22 2,321,875 $ (5,087,279 ) $ 926,086 $ 650,000 $ 2,975,174 $ 111,899 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Investments made during quarter ended 06-30-22 (26,888 ) (26,888 ) - - - - - - - - - Investment write off during quarter ended 09-30-22 (2,009,254 ) (852,597 ) (605,309 ) (551,348 ) Balance 09-30-22 285,733 $ (5,114,167 ) $ 73,489 $ 44,691 $ 2,975,174 $ 111,899 $ 30,898 $ 142,567 $ 200 $ 2,020,982 $ 0 |
NOTES PAYABLE, RELATED PARTY
NOTES PAYABLE, RELATED PARTY | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable Related Party | |
NOTES PAYABLE, RELATED PARTY | NOTE 7 – NOTES PAYABLE, RELATED PARTY As of September 30, 2022 and December 31, 2021, the Company’s officers and directors have provided advances and incurred expenses on behalf of the Company as such have been evidenced by the issuance of notes to such officers and directors. The notes are unsecured, due on demand and accrue interest at a rate of 5% per annum. The balance due to Notes Payable Related Party as of September 30, 2022 and December 31, 2021 was $ 20,000 20,000 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE During the nine months ended September 30, 2022, the Company issued an aggregate of 2,109,530,915 For the nine months ended September 30, 2022 and September 30, 2021, the Company recorded amortization of debt discounts of $ 2,010,783 1,232,641 Convertible notes payable are comprised of the following: Schedule of convertible notes payable September 30, December 31, 2022 2021 Lender (Unaudited) (Audited) Convertible note payable – Labrys $ — $ 99,975 Convertible note payable – FF Global Opportunities fund — 243,750 Convertible note payable - Crown Bridge Partners — 35,000 Convertible note payable – Beach Labs 416,668 583,333 Convertible note payable - GS Capital Partners LLC 153,185 82,000 Convertible note payable – Pinnacle Consulting Services, Inc. 79,500 30,000 Convertible note payable – Geneva Roth — 97,939 Convertible note payable – Dutchess Capital 96,556 60,709 Convertible note payable – Coventry 37,144 100,000 Convertible note payable - GW Holdings — 120,750 Convertible note payable – Sixth Street Lending — 60,737 Convertible note payable – Fourth Man LLC — — Convertible note payable – 1800 Diagonal Lending LLC 194,795 — Convertible note payable – Mast Hill Fund 550,000 — Convertible note payable – Powerup Lending 13,054 — Convertible note payable – Vista Point Services LLC 29,980 — Convertible note payable – EBF Holdings, LLC 7,464 — Convertible note payable – Fundamental Capital, LLC 5,055 — Convertible note payable – Kingdom Kapital, LLC 5,608 — Convertible note payable – Speedy Funding, LLC 2,516 — Convertible note payable - St. George 3,994,878 3,914,878 Total 5,586,403 5,429,071 Less debt discounts (756,068 ) (1,659,622 ) Net 4,830,335 3,769,449 Less current portion (4,830,335 ) (3,769,449 ) Long term portion $ — $ — Convertible Note Payable-Mast Hill Fund In May 2022, the Company issued a convertible promissory note in the aggregate principal amount of $ 550,000 12 55,000 39,700 455,300 200,000,000 391,835 The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99 As of September 30, 2022 the Company owed an aggregate of $ 550,000 21,542 Convertible Note Payable-Labrys In June 2021, the Company issued a convertible promissory note in the aggregate principal amount of $ 537,500 12 53,750 33,750 450,000 76,349,431 533,526 The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99 As of September 30, 2022 and December 31, 2021, the Company owed an aggregate of $ 0 99,975 0 Convertible Notes Payable-Crown Bridge Partners From October 1 through December 31, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 225,000 10 22,500 88,674 519,230 0.26 The Company has the right to prepay the notes for an amount ranging from 125% to 140% multiplied by the outstanding balance (all principal and accrued interest) depending on the prepayment period (ranging from 1 to 180 days following the issuance date). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99 During the nine months ended September 30, 2022, the Company repaid Crown Bridge $ 50,000 0 35,000 0 Convertible Notes Payable-GS Capital Partners LLC In August 2021, the Company issued convertible promissory notes in the aggregate principal amount of $ 82,000 10 7,000 5,000,000 18,086 216,820,755 The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 62% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 52% instead of 62% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). As of the funding date of each note, the Company determined the fair value of the embedded derivative associated with the convertibility of each note. The fair value of the embedded derivative has been added to the debt discount (total debt discount is limited to the face value of the debt) with any excess of the derivative liability recognized as interest expense. The aggregate debt discount of $ 25,086 In January 2022, the Company issued convertible promissory notes in the aggregate principal amount of $ 105,000 10 10,000 The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to $ 0.001 In February 2022, the Company issued a convertible promissory note in the aggregate principal amount of $ 70,000 8 20,000 The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to $ 0.0008 As of September 30, 2022 and December 31, 2021, the Company owed an aggregate of $ 153,185 82,000 2,520 82,000 5,013 175,000 Convertible Notes Payable-St. George Investments In January and March 2021, the Company entered into three convertible promissory notes in the aggregate amount of $ 567,500 535,000 135,000 Effective October 6, 2021, the Company issued a secured convertible promissory note in the amount of $ 3,492,378 1,100,000 574,916 10,000 8 October 6, 2023 In March 2022, the Company issued a convertible promissory note in the amount of $266,500 of principal with Bucktown, Capital LLC. The Company received net proceeds of $240,000 after and original issue discount of $24,000 and fees of $2,500. The note matures in March 2023 and bear interest at 8% or 22% in the event of default. The note is convertible at the lender’s option at any time at a fixed price of $0.001 per common share, subject to normal adjustment for common stock splits. In May 2022, the Company issued a convertible promissory note in the amount of $ 57,500 50,000 7,500 8 As of September 30, 2022 and December 31, 2021, the Company owed $ 3,994,878 3,914,878 311,118 325,000 Convertible Notes Payable - Robert L. Hymers III On December 27, 2021, the Company issued convertible promissory notes in the aggregate principal amount of $ 30,000 12.5 5,000 For so long as there remains any amount due hereunder, the Holder shall have the option to convert all or any portion of the unpaid principal amount of this Note, plus accrued interest (together with the unpaid principal amount, the “Converted Amount”), into shares of the Company’s common stock. The conversion price (the “Conversion Price”) shall be equal to a $ 0.006 The aggregate debt discount of $ 5,000 On August 6, 2022, the Company issued convertible promissory notes in the aggregate principal amount of $ 79,500 7,950 April 1, 2023 16,250 For so long as there remains any amount due hereunder, the Holder shall have the option to convert all or any portion of the unpaid principal amount of this Note, plus accrued interest (together with the unpaid principal amount, the “Converted Amount”), into shares of the Company’s common stock. The conversion price (the “Conversion Price”) shall be equal to 80% of the lowest trad price in the 25 prior trading days. As of September 30, 2022, and December 31, 2021, the Company owed an aggregate of $ 79,500 30,000 7,950 30,000 1,870 Convertible Note Payable – GW Holdings Group On January 6, 2020, the Company entered into a convertible promissory note in the principal amount of $ 57,750 of the note then outstanding together with any accrued interest thereon into shares of the Company's common stock at a conversion price equal to a 40% discount of the lowest trading price for fifteen trading days prior to the date of conversion. The note bears interest at a rate of 10 5,250 75,750 4,449 100,248,801 As of September 30, 2022 and December 31, 2021, the Company owed principal of $ 0 120,750 0 75,750 4,449 45,000 27,068 Convertible Note Payable- Beach Labs On November 24, 2021, the Company issued a convertible promissory note in the aggregate principal amount of $ 625,000 10 The holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 70% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer. The Company determined the fair value of the embedded derivative associated with the convertibility of each note. The fair value of the embedded derivative has been added to the debt discount (total debt discount is limited to the face value of the debt) with any excess of the derivative liability recognized as interest expense. The aggregate debt discount of $ 625,000 As of September 30, 2022, and December 31, 2021, the Company owed principal of $ 416,668 583,333 55,215 166,665 Convertible Note Payable- Sixth Street Lending On November 16, 2021, the Company issued a promissory note in the aggregate principal amount of $ 60,737 7,896 10,738 50,000 On January 10, 2022, the Company issued a promissory note in the aggregate principal amount of $ 43,750 8 3,750 40,000 As of September 30, 2022, and December 31, 2021, the Company owed principal of $ 0 60,737 9,420 60,737 Convertible Note Payable- Coventry On December 29, 2021, the Company issued a promissory note in the aggregate principal amount of $ 100,000 10,000 20,000 80,000 10,000,000 13,000 As of September 30, 2022 and December 31, 2021, the Company owed an aggregate of $ 37,144 100,000 10,000 62,856 Convertible Note Payable-Firstfire In July 2021, the Company issued a convertible promissory note in the aggregate principal amount of $ 268,750 12 200,963 38,174,715 245,851 The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99 As of September 30, 2022 and December 31, 2021, the Company owed an aggregate of $ 0 243,750 0 183,750 34,000 60,000 Convertible Note Payable- Dutchess Capital Growth Fund LP On May 25, 2021, the Company issued a convertible promissory note in the aggregate principal amount of $ 135,000 8 13,750 121,250 Beginning six months after date of issue, the holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 55% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer. The Company determined the fair value of the embedded derivative associated with the convertibility of each note. The fair value of the embedded derivative has been added to the debt discount (total debt discount is limited to the face value of the debt) with any excess of the derivative liability recognized as interest expense. The aggregate debt discount of $ 135,000 On May 5, 2022, the Company issued a convertible promissory note in the aggregate amount of $ 110,000 10 10,000 100,000 87,500,00 61,250 In the event of default on the note by the Company, the holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 80% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the 25 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer. As of September 30, 2022 and December 31, 2021, the Company owed an aggregate of $ 96,556 60,709 11,000 14,302 815 59,851 14,302 Convertible Note Payable- Geneva Roth Holdings On July 28, 2021, the Company issued a promissory note in the aggregate principal amount of $ 169,125 10 13,750 153,750 67,253 As of September 30, 2022 and December 31, 2021, the Company owed an aggregate of $ 0 97,939 0 97,938 40,898 Convertible Note Payable - Fourth Man LLC In January 2022, the Company issued a convertible promissory note in the aggregate principal amount of $ 60,000 12 6,000 6,240 47,760 42,240 As of September 30, 2022, the Company owed an aggregate of $ 0 0 15,000 75,000 14,250 Convertible Note Payable- 1800 Diagonal Lending LLC On May 18, 2022, the Company issued a promissory note in the aggregate principal amount of $ 137,037 18,433 3,750 100,000 On July 29, 2022, the Company issued a promissory note in the aggregate principal amount of $ 57,758 7,509 9,645 4,250 46,863 As of September 30, 2022, and December 31, 2021, the Company owed principal of $ 194,795 0 23,953 Revenue share agreement – Money Well Group In March 2022, the Company entered into a revenue share in the aggregate principal amount of $ 89,940 1,285 35,940 54,000 35,940 Revenue share agreement – Vista Point Services LLC On August 5, 2022, the Company entered into a revenue share in the aggregate principal amount of $ 37,475 341 14,975 22,500 14,975 29,980 Revenue share agreement – Everest Business Funding LLC On August 9 2022, the Company entered into a revenue share in the aggregate principal amount of $ 35,000 280 10,725 24,275 10,725 7,464 Revenue share agreement – Fundamental Capital, LLC On September 13, 2022, the Company entered into a revenue share in the aggregate principal amount of $ 91,994 920 26,284 65,710 26,284 5,055 Revenue share agreement – Kingdom Kapital LLC On July 7, 2022, the Company entered into a revenue share in the aggregate principal amount of $ 44,970 600 14,970 30,000 14,970 5,608 Revenue share agreement – Speedy Funding LLC On August 29, 2022, the Company entered into a revenue share in the aggregate principal amount of $ 55,965 499 20,965 35,000 20,965 2,516 Summary: The Company has identified the embedded derivatives related to the above described notes and warrants. These embedded derivatives included certain conversion and reset features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the note and to fair value as of each subsequent reporting date. See Note 10. Subscriptions Payable On September 30, 2020, the Company entered into a share exchange agreement (“Share Exchange Agreement”) with Cannabis Global, Inc. (“CBGL”) dated September 30, 2020, to acquire the number of shares of CBGL’s common stock equal in value to $ 650,000 On February 26, 2021, the Company entered into a share exchange agreement (“ECOX Share Exchange Agreement”) with Eco Innovation Group, Inc. (“ECOX”) dated February 26, 2021, to acquire the number of shares of ECOX’s common stock, equal in value to $ 650,000 0.06 329,572 391,194 41,935,484 752,961 989,594 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 50,000,000 0.001 10,000,000 5,000,000 Each share of Class A Preferred Stock is entitled to 100 votes Each share of Class B Preferred Stock is entitled to 1,000 votes Common stock The Company is authorized to issue 32,000,000,000 no 10,000,000,000 0.001 1,518,463,309 7,122,806,264 During the nine months ended September 30, 2022, the Company issued an aggregate of 122,256,410 170,000 During the nine months ended September 30, 2022, the Company issued an aggregate of 2,109,530,915 1,214,277 128,397 233,069 During the nine months ended September 30, 2022, the Company sold 3,458,888,889 1,218,315 During the nine months ended September 30, 2022, the Company issued 387,821,466 276,687 During the nine months ended September 30, 2022, the Company reacquired its common stock of $ 60,000 During the nine months ended September 30, 2022, the Company’s officer cancelled 30,000,000 During the nine months ended September 30, 2022, the Company had Debt discount from warrants issued with convertible notes payable with an aggregate value of $ 152,587 During the nine months ended September 30, 2022, the Company issued 717,866,439 500,000 During the nine months ended September 30, 2022, the Company issued 180,486,830 234,633 During the nine months ended September 30, 2022, the Company issued 1,333,508,170 273,403 During the nine months ended September 30, 2022, the Company had 218,532,087 Options As of September 30, 2022, the Company has no outstanding stock options. Warrants The following table summarizes the stock warrant activity for the nine months ended September 30, 2022: Schedule of stock warrant activity Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 145,302,385 $ 0.0033 2.80 $ 70,200 Granted 200,000,000 0.0004 5.00 — Cancelled/Expired (87,544,445 ) 0.0011 — — Increase due to reset provision — — — — Exercised — — — — Outstanding at September 30, 2022 257,757,940 $ 0.002 4.43 $ — Exercisable at September 30, 2022 2,577,577,940 $ 0.002 4.43 $ — Certain warrants issued to debt holders have reset provisions whereby upon subsequent issuances of common stock at a price below the current exercise price, the number of warrants increase and the exercise price is reduced to the new price. The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $ 0.0003 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 10 — FAIR VALUE MEASUREMENT ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of September 30, 2022 and December 31, 2021, the Company did no The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 3. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 3 are that of volatility and market price of the underlying common stock of the Company. As of September 30, 2022 and December 31, 2021, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of September 30, 2022 and December 31, 2021, in the amount of $ 956,795 749,756 The fair values were determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0 171.74 312.54 2.51 4.25 0.5 4.0 0.00013 0.006 0.0004 For the nine-month period ended September 30, 2022, the Company recorded a loss on the change in fair value of derivative liabilities of $ 440108 244,905 165,175 360,378 233,069 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the nine months ended September 30, 2022: Schedule of summary of changes in fair value of derivative liabilities Debt Derivative Balance, January 1, 2022 $ 749,756 Increase resulting from initial issuance of additional convertible notes payable recorded as debt discount 184,921 Increase resulting from initial issuances of additional convertible notes payable recorded as day one loss 59,984 Decreases resulting from conversion or payoff of convertible notes payable (233,069 ) Decreases resulting from payoff of convertible notes payable (165,175 ) Loss due to change in fair value included in earnings 360,378 Balance, September 30, 2022 $ 956,795 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the period ended September 30, 2022, the Company’s stock price decreased significantly from initial valuations. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 — RELATED PARTY TRANSACTIONS The Company’s current officers and stockholders advanced funds to the Company for travel related to business meetings and due diligence with respect to acquisition targets and working capital purposes. As of September 30, 2022 and December 31, 2021, the balance due to officers for travel and working capital purposes was $ 13,114 0 As of September 30, 2022 and December 31, 2021, accrued compensation due to officers and executives included as accrued compensation was $ 333,951 42,925 Related party sales contributed $ 0 0 0 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Revenue Recognition | Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers,” to supersede previous revenue recognition guidance under current GAAP. Revenue is now recognized in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue Recognition (“ASC Topic 606”). The objective of the guidance is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The core principle is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Two options were made available for implementation of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company adopted ASC Topic 606 for its reporting period as of the year ended December 31, 2017, which made its implementation of ASC Topic 606 effective in the first quarter of 2018. The Company decided to implement the modified retrospective transition method to implement ASC Topic 606, with no restatement of the comparative periods presented. Using this transition method, the Company applied the new standards to all new contracts initiated on or after the effective date. The Company also decided to apply this method to any incomplete contracts it determined are subject to ASC Topic 606 prospectively. For the quarter ended September 30, 2022, there were no incomplete contracts. As is more fully discussed below, the Company is of the opinion that none of its contracts for services or products contain significant financing components that require revenue adjustment under ASC Topic 606. |
Identification of Our Contracts with Customers | Identification of Our Contracts with Customers Contracts included in the Company’s application of ASC Topic 606 for the quarter ended September 30, 2022 consisted solely of sales of the Company’s hempSMART™ and cDistro products. With respect to the Company’s financial accounting, bookkeeping and/or real property management consulting services, to date no contracts have been entered into, and thus no In accordance with ASC Topic 606, the Company of the opinion that none of its hempSMART™ or cDistro product sales or offered consulting service, each of which are discussed below, have a significant financing component. The Company’s opinion is based upon the transactional basis for its product sales, with revenue recognized upon customer order, payment and shipment, which occurs concurrently. The Company’s evaluation of the length of time between the customer order, payment and shipping is not a significant financing component because shipment occurs the same day as the order is placed and payment made by the customer. The Company’s evaluation of its consulting services is based upon recognizing revenue as the services are performed for a determinable price per hour. The Company only recognizes revenues as incurred and charge billable hours. Because the Company’s hourly fees for services are fixed and determinable and are only earned and recognized as revenue upon actual performance, the Company is of the opinion that such arrangements are not an indicator of a vendor or customer based significant financing that would materially change the amount of revenue the Company recognizes under the contract or would otherwise contain a significant financing component under ASC Topic 606. |
Determination of the Price in Our Sales Contracts | Determination of the Price in Our Sales Contracts The transaction prices in the Company’s sales contract are the amount of consideration the Company expects to be entitled to for transferring promised hempSMART™ and cDistro products. The consideration amount is fixed and not variable. The transaction price is allocated to the identified performance obligations in the contract. These allocated amounts are recognized as revenue when or as the performance obligations are fulfilled, which is concurrently upon receipt of payment. There are no future options for a contract when considering and determining the transaction price. The Company excludes amounts third parties will eventually collect, such as sales tax, when determining the transaction price. Since the timing between receiving consideration and transferring goods or services is immediate, the Company’s sales contract do not have a significant financing component, i.e., recognizing revenue at the amount that reflects the cash payment that the customer would have made at the time the goods or services were transferred to them (cash selling price), rather than significantly before or after the goods or services are provided. |
Allocation of the Transaction Price of Our Sales Contracts | Allocation of the Transaction Price of Our Sales Contracts The Company’s sales contracts are not considered multi-element arrangements which require the fulfillment of multiple performance obligations. Rather, the Company’s sales contracts include one performance obligation in each contract. As such, from the outset, the Company allocates the total consideration to each performance obligation based on the fixed and determinable standalone selling price, which the Company believes is an accurate representation of what the price is in each transaction. |
Recognition of Revenue when the Performance Obligation is Satisfied | Recognition of Revenue when the Performance Obligation is Satisfied A performance obligation is satisfied when or as control of the good or service is transferred to the customer. ASC 606-10-20 defines control as “the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.” For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation. As noted above, the Company’s single performance obligation sales contracts are singularly related to its promise to provide the hempSMART™ and cDistro products to the customer upon receipt of payment, and upon completion, allows the Company to realize revenue under its revenue recognition policy. With respect to the Company’s offered financial accounting, bookkeeping and/or real property management consulting services, to date no contracts have been entered into, and thus no reportable revenues have resulted for the fiscal years ended December 31, 2021 and 2020 or for the quarter ended September 30, 2022. |
Identifying the Performance Obligations in Our Sales Contracts | Identifying the Performance Obligations in Our Sales Contracts In analyzing the Company’s sales contracts, the Company’s policy is to identify the distinct performance obligations in a sales contract arrangement. In determining the Company’s performance obligations under its sales contracts, the Company considers that the terms and conditions of sales are explicitly outlined in its sales contracts and are so distinct and identifiable within the context of each sales contract, and so are not integrated with other goods, or constitute a modification or customization of other goods in the Company’s contracts, or are highly dependent or highly integrated with other goods in the Company’s sales contracts. Thus, the Company’s performance obligations are singularly related to its promise to provide the hempSMART™ and cDistro products upon receipt of payment. The Company offers an assurance warranty on its hempSMART™ and cDistro products that allows a customer to return any hempSMART™ and cDistro products within 30 days if not satisfied for any reason. Assurance warranties are not identifiable performance obligations since they may be elected at the whim of the customer for any reason. However, the Company does account for returns of purchase prices, if made. |
Product Sales | Product Sales Revenue from product sales, including delivery fees, is recognized when (1) an order is placed by the customer; (2) the price is fixed and determinable when the order is placed; (3) the customer is required to and concurrently pays for the product upon order; and (4) the product is shipped. The evaluation of the Company’s recognition of revenue after the adoption of ASC Topic 606 did not include any judgments or changes to judgments that affected the Company’s reporting of revenues since the Company’s product sales, both pre and post adoption of ASC Topic 606 were evaluated using the same standards as noted above, reflecting revenue recognition upon order, payment and shipment, which all occurs concurrently when the order is placed and paid for by the customer, and the product is shipped. Further, given the facts that (1) the Company’s customers exercise discretion in determining the timing of when they place their product order and (2) the price negotiated in the Company’s product sales is fixed and determinable at the time the customer places the order, and there is no delay in shipment, the Company is of the opinion that its product sales do not indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for the Company or the customer under ASC Topic 606. |
Consulting Services | Consulting Services The Company also offers professional services for financial accounting, bookkeeping and/or real property management consulting services based on consulting agreements. As of the date of this filing, the Company has not entered into any contracts for any financial accounting, bookkeeping and/or real property management consulting services that have generated reportable revenues as of the years ended December 31, 2021 or 2020 or the quarter ended September 30, 2022. If and when the Company provides these professional services, it would intend and expect the arrangements to be entered into on an hourly fixed fee basis. For hourly based fixed fee service contracts, the Company intends to utilize and rely upon the proportional performance method, which recognizes revenue as services are performed. Under this method, in order to determine the amount of revenue to be recognized, the Company will calculate the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable. The Company only recognizes revenues as incurred and charges billable hours. Because the Company’s hourly fees for services are fixed and determinable and are only earned and recognized as revenue upon actual performance, the Company is of the opinion that such arrangements are not an indicator of a vendor or customer based significant financing that would materially change the amount of revenue the Company recognizes under the contract or would otherwise contain a significant financing component under ASC Topic 606. The Company determined that upon adoption of ASC Topic 606 there were no adjustments converting from ASC 605 to ASC Topic 606 because product sales revenue is recognized upon customer order, payment and shipment, which occurs concurrently, and the Company’s consulting services offered are fixed and determinable and are only earned and recognized as revenue upon actual performance. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Cash | Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of September 30, 2022 and December 31, 2021, allowance for doubtful accounts was $ 36,340 3,267 |
Inventories | Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. |
Cost of Sales | Cost of Sales Cost of sales is comprised of cost of product sold, packaging, and shipping costs. |
Stock-Based Compensation - Employees | Stock-Based Compensation - Employees The Company accounts for the stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of ASC 718-10-30. Pursuant to ASC 718-10-30-6, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement based on sales to third parties or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments • Expected volatility of the entity’s shares and the method used to estimate it • Expected annual rate of quarterly dividends • Risk-free rate(s) Generally, all forms of share-based payments, including stock options, warrants, restricted stock and stock appreciation rights are measured at their fair value on the grant date of the award based on the estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. |
Stock-Based Compensation – Non Employees | Stock-Based Compensation – Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting (“Topic 718”s). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment, and expands the scope of the Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company adopted the new guidance effective January 1, 2019, and the adoption did not have a material impact on its financial statements and related disclosures. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments • Expected volatility of the entity’s shares and the method used to estimate it • Expected annual rate of quarterly dividends • Risk-free rate(s) |
Earnings per Share | Earnings per Share Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if the Company’s share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of the Company’s share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. The dilutive effect of the Company’s convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method 3 5 Goodwill and Intangible Assets Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The following table summarizes the Company’s intangible assets: Schedule of intangible assets, net September 30, 2022 December 31, 2021 Trademarks (estimated 5-year life) $ 500,000 $ 500,000 Licenses (estimated 10-year life) 600,000 600,000 Customer Relationships (estimated 5-year life) 100,000 100,000 Intangible assets, gross 1,200,000 1,200,000 Accumulated amortization (225,000 ) (90,000 ) Intangible assets, net $ 975,000 $ 1,110,000 We evaluate long-lived assets, including intangible assets and goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company completed an evaluation of goodwill and intangible assets at September 30, 2022 and determined that no impairment was necessary. |
Investments | Investments The Company follows ASC subtopic 321-10, Investments-Equity Securities (“ASC 321-10”) which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses are included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes (See Note 6). |
Derivative Financial Instruments | Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company’s free-standing derivatives consisted of conversion options embedded within its issued convertible debt and warrants with anti-dilutive (reset) provisions. The Company evaluated these derivatives to assess their proper classification in the balance sheet using the applicable classification criteria enumerated under GAAP. The Company determined that certain conversion and exercise options do not contain fixed settlement provisions. The convertible notes contain a conversion feature and warrants have a reset provision such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the conversion feature and the reset provision which does not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus, any available shares are allocated first to contracts with the most recent inception dates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2022 and December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts payables and short-term notes because they are short term in nature. |
Advertising | Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $ 105,144 183,491 |
Segment Information | Segment Information ASC subtopic Segment Reporting 280-10 ("ASC 280-10") establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company's principal operating segments, hempSMART and cDistro. The following table represents the Company’s hempSMART business for the nine months ended September 30, 2022 and 2021: hempSMART STATEMENT OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 Schedule of Operation statement * The Company has begun the phase-out of this business in the USA during 2022 For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues $ — $ 22,351 $ 15,537 $ 73,760 Cost of Sales 482 19,435 5,725 47,769 Gross profit (482 ) 2,916 9,812 25,991 Operating Expenses Depreciation expense 5,259 3,100 15,808 5,881 Selling and Marketing expenses 66,024 105,757 157,576 363,796 Payroll and related 19,860 56,988 108,665 165,800 Stock-based Compensation — 104,685 — 104,685 General and administrative expenses 132,612 87,517 306,715 284,182 Total Expenses 233,755 358,047 588,764 924,344 Net Loss from Operations $ (234,237 ) $ (355,131 ) $ (578,952 ) $ (898,353 ) The following table represents the Company’s cDistro business for the nine months ended September 30, 2022 and 2021: cDistro Inc. STATEMENT OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues $ 111,908 $ 407,246 $ 864,825 $ 407,589 Cost of Sales 51,324 359,056 587,834 359,056 Gross profit 60,584 48,190 276,991 48,533 Operating Expenses Depreciation expense 45,849 597 137,459 597 Selling and Marketing expenses 259 3,696 6,122 3,696 Payroll and related 75,053 45,000 199,053 45,000 General and administrative expenses 0 94,650 138,289 94,938 Total Expenses 121,161 143,943 480,923 144,231 Net Loss from Operations $ (60,577 ) $ (95,753 ) $ (203,932 ) $ (95,698 ) |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2022 and 2021, the Company has no |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative which aims to reduce unnecessary complexity in GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of intangible assets, net | Schedule of intangible assets, net September 30, 2022 December 31, 2021 Trademarks (estimated 5-year life) $ 500,000 $ 500,000 Licenses (estimated 10-year life) 600,000 600,000 Customer Relationships (estimated 5-year life) 100,000 100,000 Intangible assets, gross 1,200,000 1,200,000 Accumulated amortization (225,000 ) (90,000 ) Intangible assets, net $ 975,000 $ 1,110,000 |
Schedule of Operation statement | Schedule of Operation statement * The Company has begun the phase-out of this business in the USA during 2022 For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues $ — $ 22,351 $ 15,537 $ 73,760 Cost of Sales 482 19,435 5,725 47,769 Gross profit (482 ) 2,916 9,812 25,991 Operating Expenses Depreciation expense 5,259 3,100 15,808 5,881 Selling and Marketing expenses 66,024 105,757 157,576 363,796 Payroll and related 19,860 56,988 108,665 165,800 Stock-based Compensation — 104,685 — 104,685 General and administrative expenses 132,612 87,517 306,715 284,182 Total Expenses 233,755 358,047 588,764 924,344 Net Loss from Operations $ (234,237 ) $ (355,131 ) $ (578,952 ) $ (898,353 ) The following table represents the Company’s cDistro business for the nine months ended September 30, 2022 and 2021: cDistro Inc. STATEMENT OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues $ 111,908 $ 407,246 $ 864,825 $ 407,589 Cost of Sales 51,324 359,056 587,834 359,056 Gross profit 60,584 48,190 276,991 48,533 Operating Expenses Depreciation expense 45,849 597 137,459 597 Selling and Marketing expenses 259 3,696 6,122 3,696 Payroll and related 75,053 45,000 199,053 45,000 General and administrative expenses 0 94,650 138,289 94,938 Total Expenses 121,161 143,943 480,923 144,231 Net Loss from Operations $ (60,577 ) $ (95,753 ) $ (203,932 ) $ (95,698 ) |
PROPERTY, MACHINERY AND EQUIP_2
PROPERTY, MACHINERY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, 2022 December 31, 2021 Computer equipment $ 31,855 $ 30,155 Furniture and fixtures 14,327 13,278 Machinery 104,102 104,102 Subtotal 150,284 147,535 Less: accumulated depreciation (44,214 ) (25,947 ) Property, machinery and equipment, net $ 106,069 $ 121,588 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of investment roll forward | Schedule of investment roll forward INVESTMENTS AS OF SEPTEMBER 30, 2022 TOTAL Consolidated Cannabis Global Hempsmart Lynwood Natural Plant Salinas Ventures VBF INVESTMENTS Eliminations Inc. ECOX C'Distro Brazil JV Extract Holding BRANDS Vivabuds Investment, Beginning balance 0 0 0 0 0 0 0 0 0 0 0 Investments made during quarter ended 03-31-19 0 Quarter 03-31-19 equity method Loss 0 Unrealized gains on trading securities - quarter ended 03-31-19 - - - - - - - - - - - Balance 03-31-19 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Investments made during quarter ended 06-30-19 3,073,588 $ 3,000,000 $ 73,588 Quarter 06-30-19 equity method Income (Loss) (29,414 ) $ (6,291 ) $ (23,123 ) Unrealized gains on trading securities - quarter ended 06-30-19 0 - - - - - - - - - - Balance 06-30-19 3,044,174 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,993,709 $ 0 $ 0 $ 50,465 Investments made during quarter ended 09-30-19 186,263 $ 186,263 Quarter 09-30-19 equity method Income (Loss) (139,926 ) $ (94,987 ) $ (44,939 ) Sale of trading securities during quarter ended 09-30-19 Unrealized gains on trading securities - quarter ended 09-30-19 0 - - - - - - - - - - Balance 09-30-19 3,090,511 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,898,722 $ 0 $ 0 $ 191,789 Investments made during quarter ended 12-31-19 129,812 $ 129,812 Quarter 12-31-19 equity method Income (Loss) (102,944 ) $ (23,865 ) $ (79,079 ) Reversal of Equity method Loss for 2019 272,285 $ 125,143 $ 147,142 Impairment of investment in 2019 (2,306,085 ) $ (2,306,085 ) $ 0 Loss on disposition of investment (389,664 ) $ (389,664 ) Sale of trading securities during quarter ended 12-31-19 0 Unrealized gains on trading securities - quarter ended 12-31-19 0 - - - - - - - - - - Balance 12-31-19 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Equity Loss for Quarter ended 03-31-20 0 Recognize Joint venture liabilities per JV agreement 03-31-20 0 Impairment of Equity Loss for Quarter ended 03-31-20 0 Unrealized gains on trading securities - quarter ended 03-31-19 - - - - - - - - - - - Balance 03-31-20 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Equity Loss for Quarter ended 06-30-20 0 Impairment of Equity Loss for Quarter ended 06-30-20 0 Sales of of trading securities - quarter ended 06-30-20 - - - - - - - - - - - Balance 06-30-20 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Global Hemp Group trading securities issued 650,000 $ 650,000 Investment in Cannabis Global 0 - - - - - - - - - - Balance 09-30-20 1,343,915 $ 0 $ 650,000 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Unrealized gain on Global Hemp Group securities - 4th Quarter 2020 - - - - - - - - - - - Unrealized gains on Cannabis Global Inc securities - 4th Quarter 2020 208,086 $ 208,086 Balance 12-31-20 1,552,001 $ 0 $ 858,086 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Investment in ECOX 650,000 - - $ 650,000 - - - - - - - Balance 03-31-21 2,202,001 $ 0 $ 858,086 $ 650,000 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Investments made during quarter ended 06-30-21 30,898 $ 30,898 Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 - - - - - - - - - - - Balance 06-30-21 2,232,899 $ 0 $ 858,086 $ 650,000 $ 0 $ 0 $ 30,898 $ 693,915 $ 0 $ 0 $ 0 Investments made during quarter ended 09-30-21 68,200 $ 68,000 $ 200 Sale of short-term investments in quarter ended 09-30-21 0 - - - - - - - - - - Balance 09-30-21 2,301,099 $ 0 $ 926,086 $ 650,000 $ 0 $ 0 $ 30,898 $ 693,915 $ 200 $ 0 $ 0 Investments made during quarter ended 12-31-21 5,087,079 $ 2,975,174 $ 90,923 $ 2,020,982 Consolidated Eliminations 12/31/21 (5,060,821 ) (5,060,821 ) - - - - - - - - - Balance 12-31-21 2,327,357 $ (5,060,821 ) $ 926,086 $ 650,000 $ 2,975,174 $ 90,923 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Investments made during quarter ended 03-31-22 (26,458 ) (26,458 ) - - - - - - - - - Balance 03-31-22 2,300,899 $ (5,087,279 ) $ 926,086 $ 650,000 $ 2,975,174 $ 90,923 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Investments made during quarter ended 06-30-22 20,976 - - - - $ 20,976 - - - - - Balance 06-30-22 2,321,875 $ (5,087,279 ) $ 926,086 $ 650,000 $ 2,975,174 $ 111,899 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Investments made during quarter ended 06-30-22 (26,888 ) (26,888 ) - - - - - - - - - Investment write off during quarter ended 09-30-22 (2,009,254 ) (852,597 ) (605,309 ) (551,348 ) Balance 09-30-22 285,733 $ (5,114,167 ) $ 73,489 $ 44,691 $ 2,975,174 $ 111,899 $ 30,898 $ 142,567 $ 200 $ 2,020,982 $ 0 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable September 30, December 31, 2022 2021 Lender (Unaudited) (Audited) Convertible note payable – Labrys $ — $ 99,975 Convertible note payable – FF Global Opportunities fund — 243,750 Convertible note payable - Crown Bridge Partners — 35,000 Convertible note payable – Beach Labs 416,668 583,333 Convertible note payable - GS Capital Partners LLC 153,185 82,000 Convertible note payable – Pinnacle Consulting Services, Inc. 79,500 30,000 Convertible note payable – Geneva Roth — 97,939 Convertible note payable – Dutchess Capital 96,556 60,709 Convertible note payable – Coventry 37,144 100,000 Convertible note payable - GW Holdings — 120,750 Convertible note payable – Sixth Street Lending — 60,737 Convertible note payable – Fourth Man LLC — — Convertible note payable – 1800 Diagonal Lending LLC 194,795 — Convertible note payable – Mast Hill Fund 550,000 — Convertible note payable – Powerup Lending 13,054 — Convertible note payable – Vista Point Services LLC 29,980 — Convertible note payable – EBF Holdings, LLC 7,464 — Convertible note payable – Fundamental Capital, LLC 5,055 — Convertible note payable – Kingdom Kapital, LLC 5,608 — Convertible note payable – Speedy Funding, LLC 2,516 — Convertible note payable - St. George 3,994,878 3,914,878 Total 5,586,403 5,429,071 Less debt discounts (756,068 ) (1,659,622 ) Net 4,830,335 3,769,449 Less current portion (4,830,335 ) (3,769,449 ) Long term portion $ — $ — |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of stock warrant activity | Schedule of stock warrant activity Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 145,302,385 $ 0.0033 2.80 $ 70,200 Granted 200,000,000 0.0004 5.00 — Cancelled/Expired (87,544,445 ) 0.0011 — — Increase due to reset provision — — — — Exercised — — — — Outstanding at September 30, 2022 257,757,940 $ 0.002 4.43 $ — Exercisable at September 30, 2022 2,577,577,940 $ 0.002 4.43 $ — |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of summary of changes in fair value of derivative liabilities | Schedule of summary of changes in fair value of derivative liabilities Debt Derivative Balance, January 1, 2022 $ 749,756 Increase resulting from initial issuance of additional convertible notes payable recorded as debt discount 184,921 Increase resulting from initial issuances of additional convertible notes payable recorded as day one loss 59,984 Decreases resulting from conversion or payoff of convertible notes payable (233,069 ) Decreases resulting from payoff of convertible notes payable (165,175 ) Loss due to change in fair value included in earnings 360,378 Balance, September 30, 2022 $ 956,795 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended |
Oct. 31, 2009 | |
Sparrowtech, Inc. [Member] | |
Noncash or Part Noncash Acquisitions [Line Items] | |
Merger description of Sparrowtech, Inc | In October 2009, in a 30 for 1 exchange, the Company merged with Sparrowtech, Inc. |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net losses | $ 2,651,720 | |
Net cash used in operations | $ 1,757,153 | $ 2,693,632 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,200,000 | $ 1,200,000 |
Accumulated amortization | (225,000) | (90,000) |
Intangible assets, net | 975,000 | 1,110,000 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 500,000 | 500,000 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 600,000 | 600,000 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 100,000 | $ 100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 142,394 | $ 442,178 | $ 962,343 | $ 493,988 |
Cost of Sales | 58,200 | 378,491 | 607,061 | 406,972 |
Gross profit | 84,194 | 63,687 | 355,282 | 87,016 |
Operating Expenses | ||||
Selling and Marketing expenses | 43,835 | 167,664 | 221,302 | 430,425 |
Payroll and related | 241,504 | 142,830 | 778,628 | 413,232 |
Stock-based Compensation | 9,000 | 529,393 | 179,000 | 688,293 |
General and administrative expenses | 631,514 | 639,767 | 1,674,805 | 1,777,419 |
Total Expenses | 976,961 | 1,483,351 | 3,007,002 | 3,315,719 |
Hemp S M A R T [Member] | ||||
Revenues | 22,351 | 15,537 | 73,760 | |
Cost of Sales | 482 | 19,435 | 5,725 | 47,769 |
Gross profit | (482) | 2,916 | 9,812 | 25,991 |
Operating Expenses | ||||
Depreciation expense | 5,259 | 3,100 | 15,808 | 5,881 |
Selling and Marketing expenses | 66,024 | 105,757 | 157,576 | 363,796 |
Payroll and related | 19,860 | 56,988 | 108,665 | 165,800 |
Stock-based Compensation | 104,685 | 104,685 | ||
General and administrative expenses | 132,612 | 87,517 | 306,715 | 284,182 |
Total Expenses | 233,755 | 358,047 | 588,764 | 924,344 |
Net Loss from Operations | (234,237) | (355,131) | (578,952) | (898,353) |
Distro Business Segment [Member] | ||||
Revenues | 111,908 | 407,246 | 864,825 | 407,589 |
Cost of Sales | 51,324 | 359,056 | 587,834 | 359,056 |
Gross profit | 60,584 | 48,190 | 276,991 | 48,533 |
Operating Expenses | ||||
Depreciation expense | 45,849 | 597 | 137,459 | 597 |
Selling and Marketing expenses | 259 | 3,696 | 6,122 | 3,696 |
Payroll and related | 75,053 | 45,000 | 199,053 | 45,000 |
General and administrative expenses | 0 | 94,650 | 138,289 | 94,938 |
Total Expenses | 121,161 | 143,943 | 480,923 | 144,231 |
Net Loss from Operations | $ (60,577) | $ (95,753) | $ (203,932) | $ (95,698) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Reportable revenues | $ 0 | $ 0 | ||
Allowance for doubtful accounts | $ 36,340 | 3,267 | ||
Estimatied useful lives | 3 years | |||
Advertising Expense | $ 105,144 | $ 183,491 | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation calculation method | straight-line method | |||
Property, Plant and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimatied useful lives | 3 years | |||
Property, Plant and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimatied useful lives | 5 years |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Other Commitments [Line Items] | |
Lease term | 1 year |
Lease Agreements [Member] | |
Other Commitments [Line Items] | |
Monthly rent | $ 2,349 |
PROPERTY, MACHINERY AND EQUIP_3
PROPERTY, MACHINERY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 150,284 | $ 147,535 |
Less accumulated depreciation | (44,214) | (25,947) |
Property and equipment, net | 106,069 | 121,588 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 31,855 | 30,155 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,327 | 13,278 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 104,102 | $ 104,102 |
PROPERTY, MACHINERY AND EQUIP_4
PROPERTY, MACHINERY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Estimated useful lives | 3 years | |
Depreciation expense | $ 18,267 | $ 5,753 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Investment Income [Line Items] | |||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | $ 504,137 | ||||||||||||||||
Impairment of investment in 2019 | 2,020,982 | ||||||||||||||||
Balance @09-30-22 | 115,000 | 115,000 | |||||||||||||||
Investment [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 2,321,875 | $ 2,300,899 | $ 2,327,357 | $ 2,301,099 | $ 2,232,899 | $ 2,202,001 | $ 1,552,001 | $ 1,343,915 | $ 693,915 | $ 693,915 | $ 693,915 | $ 3,090,511 | $ 3,044,174 | $ 0 | $ 0 | 2,327,357 | 1,552,001 |
Investments made during quarter ended 06-30-22 | (26,888) | 20,976 | (26,458) | 5,087,079 | 68,200 | 30,898 | 0 | 0 | 129,812 | 186,263 | 3,073,588 | 0 | |||||
Quarter 12-31-19 equity method Income (Loss) | (102,944) | (139,926) | (29,414) | 0 | |||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | 0 | 0 | 0 | ||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | 0 | ||||||||||||||||
Reversal of Equity method Loss for 2019 | 272,285 | ||||||||||||||||
Impairment of investment in 2019 | (2,306,085) | ||||||||||||||||
Loss on disposition of investment | (389,664) | ||||||||||||||||
Recognize Joint venture liabilities per JV agreement @03-31-20 | 0 | ||||||||||||||||
Impairment of Equity Loss for Quarter ended 06-30-20 | 0 | 0 | |||||||||||||||
Global Hemp Group trading securities issued | 650,000 | ||||||||||||||||
Investment in Cannabis Global | 0 | ||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Unrealized gains on Cannabis Global Inc securities - 4th Quarter 2020 | 208,086 | ||||||||||||||||
Investment in ECOX | 650,000 | ||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | 0 | ||||||||||||||||
Consolidated Eliminations @12/31/21 | 5,060,821 | ||||||||||||||||
Investment write off during quarter ended 09-30-22 | (2,009,254) | ||||||||||||||||
Balance @09-30-22 | 285,733 | 2,321,875 | 2,300,899 | 2,327,357 | 2,301,099 | 2,232,899 | 2,202,001 | 1,552,001 | 1,343,915 | 693,915 | 693,915 | 693,915 | 3,090,511 | 3,044,174 | 0 | 285,733 | 2,301,099 |
Investment [Member] | Consolidated Eliminations [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | (5,087,279) | (5,087,279) | (5,060,821) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (5,060,821) | 0 |
Investments made during quarter ended 06-30-22 | (26,888) | (26,458) | |||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | 5,060,821 | ||||||||||||||||
Balance @09-30-22 | (5,114,167) | (5,087,279) | (5,087,279) | (5,060,821) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (5,114,167) | 0 |
Investment [Member] | Cannabis Global [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 926,086 | 926,086 | 926,086 | 926,086 | 858,086 | 858,086 | 858,086 | 650,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 926,086 | 858,086 |
Investments made during quarter ended 06-30-22 | 68,000 | ||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Global Hemp Group trading securities issued | 650,000 | ||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Unrealized gains on Cannabis Global Inc securities - 4th Quarter 2020 | 208,086 | ||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Investment write off during quarter ended 09-30-22 | (852,597) | ||||||||||||||||
Balance @09-30-22 | 73,489 | 926,086 | 926,086 | 926,086 | 926,086 | 858,086 | 858,086 | 858,086 | 650,000 | 0 | 0 | 0 | 0 | 0 | 0 | 73,489 | 926,086 |
Investment [Member] | E C O X [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 650,000 | 650,000 | 650,000 | 650,000 | 650,000 | 650,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 650,000 | 0 |
Investments made during quarter ended 06-30-22 | |||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | 650,000 | ||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Investment write off during quarter ended 09-30-22 | (605,309) | ||||||||||||||||
Balance @09-30-22 | 44,691 | 650,000 | 650,000 | 650,000 | 650,000 | 650,000 | 650,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 44,691 | 650,000 |
Investment [Member] | Cdistro [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 2,975,174 | 2,975,174 | 2,975,174 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,975,174 | 0 |
Investments made during quarter ended 06-30-22 | 2,975,174 | ||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Balance @09-30-22 | 2,975,174 | 2,975,174 | 2,975,174 | 2,975,174 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,975,174 | 0 |
Investment [Member] | Hempsmart Brazil [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 111,899 | 90,923 | 90,923 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 90,923 | 0 |
Investments made during quarter ended 06-30-22 | 20,976 | 90,923 | |||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Balance @09-30-22 | 111,899 | 111,899 | 90,923 | 90,923 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 111,899 | 0 |
Investment [Member] | Lynwood J V [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 30,898 | 30,898 | 30,898 | 30,898 | 30,898 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 30,898 | 0 |
Investments made during quarter ended 06-30-22 | 30,898 | ||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Balance @09-30-22 | 30,898 | 30,898 | 30,898 | 30,898 | 30,898 | 30,898 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 30,898 | 30,898 |
Investment [Member] | Natural Plant Extract [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 2,898,722 | 2,993,709 | 0 | 0 | 693,915 | 693,915 |
Investments made during quarter ended 06-30-22 | 3,000,000 | ||||||||||||||||
Quarter 12-31-19 equity method Income (Loss) | (23,865) | (94,987) | (6,291) | ||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Reversal of Equity method Loss for 2019 | 125,143 | ||||||||||||||||
Impairment of investment in 2019 | (2,306,085) | ||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Investment write off during quarter ended 09-30-22 | (551,348) | ||||||||||||||||
Balance @09-30-22 | 142,567 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 693,915 | 2,898,722 | 2,993,709 | 0 | 142,567 | 693,915 |
Investment [Member] | Salinas Ventures [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 200 | 200 | 200 | 200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 0 |
Investments made during quarter ended 06-30-22 | 200 | ||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Balance @09-30-22 | 200 | 200 | 200 | 200 | 200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 |
Investment [Member] | V B F Brands [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 2,020,982 | 2,020,982 | 2,020,982 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,020,982 | 0 |
Investments made during quarter ended 06-30-22 | 2,020,982 | ||||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Balance @09-30-22 | 2,020,982 | 2,020,982 | 2,020,982 | 2,020,982 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,020,982 | 0 |
Investment [Member] | Vivabuds [Member] | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Balance @06-30-22 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 191,789 | 50,465 | 0 | 0 | 0 | 0 |
Investments made during quarter ended 06-30-22 | 129,812 | 186,263 | 73,588 | ||||||||||||||
Quarter 12-31-19 equity method Income (Loss) | (79,079) | (44,939) | (23,123) | ||||||||||||||
Unrealized gains on trading securities - quarter ended 03-31-19 | |||||||||||||||||
Sales of of trading securities - quarter ended 06-30-20 | |||||||||||||||||
Reversal of Equity method Loss for 2019 | 147,142 | ||||||||||||||||
Impairment of investment in 2019 | 0 | ||||||||||||||||
Loss on disposition of investment | (389,664) | ||||||||||||||||
Investment in Cannabis Global | |||||||||||||||||
Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 | |||||||||||||||||
Investment in ECOX | |||||||||||||||||
Sale of short-term investments in quarter ended 09-30-21 | |||||||||||||||||
Consolidated Eliminations @12/31/21 | |||||||||||||||||
Balance @09-30-22 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 191,789 | $ 50,465 | $ 0 | $ 0 | $ 0 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
May 12, 2021 | Feb. 03, 2020 | Nov. 09, 2017 | Nov. 07, 2017 | Feb. 24, 2021 | Sep. 30, 2022 | Mar. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2021 | Feb. 26, 2021 | Sep. 30, 2020 | Apr. 15, 2019 | Aug. 10, 2018 | Feb. 13, 2018 | Dec. 08, 2017 | Nov. 06, 2017 | Mar. 16, 2017 | |
Cash investment | $ 1,188,500 | |||||||||||||||||||
Common stock discount percentage | 49.50% | |||||||||||||||||||
Annual impairment | $ 792,500 | |||||||||||||||||||
Equity losse | $ 37,673 | $ 11,043 | $ 285,986 | |||||||||||||||||
Investment | $ 115,000 | |||||||||||||||||||
Common stock, par value | $ 0 | $ 0 | ||||||||||||||||||
Common stock value | $ 101,114,027 | $ 96,730,659 | ||||||||||||||||||
Price per share | $ 0.0003 | |||||||||||||||||||
Subscriiptions payable | $ 752,961 | $ 989,594 | ||||||||||||||||||
Loss on Equity Investment | $ 394,194 | |||||||||||||||||||
Original issuance price | $ 0.0155 | |||||||||||||||||||
Loss on fair value | $ 2,020,982 | |||||||||||||||||||
First Convertible Promissory Notes [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 170,000 | |||||||||||||||||||
Second Convertible Promissory Notes [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,245,000 | |||||||||||||||||||
Eco Innovation Group Inc [Member] | ||||||||||||||||||||
Common stock value | $ 650,000 | |||||||||||||||||||
Price per share | $ 0.06 | |||||||||||||||||||
Exchange agreement value fall | $ 650,000 | |||||||||||||||||||
Hempsmart Brazil [Member] | ||||||||||||||||||||
Capital Units, Net Amount | $ 50,000 | |||||||||||||||||||
Capital Lease Obligations, Current | $ 100,000 | |||||||||||||||||||
Cannabis Global Inc [Member] | ||||||||||||||||||||
Investment in company | $ 250,000 | |||||||||||||||||||
Shares issued | 650,000,000 | |||||||||||||||||||
Common stock issued shares | 7,222,222 | |||||||||||||||||||
E C O X [Member] | ||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||
Additional shares | 64,621,893 | |||||||||||||||||||
Additional value | $ 394,194 | |||||||||||||||||||
Subscriiptions payable | 394,194 | |||||||||||||||||||
Closing price | $ 0.0155 | |||||||||||||||||||
Number of shares issued | 41,935,484 | |||||||||||||||||||
Shares outstanding | 4,179,073,945 | |||||||||||||||||||
Natural Plant Extract [Member] | ||||||||||||||||||||
Agreed to pay | $ 85,000 | |||||||||||||||||||
Debt instrument principal amount | $ 56,085 | |||||||||||||||||||
Maximum [Member] | E C O X [Member] | ||||||||||||||||||||
Sale to aggregate sale value | 80,000 | |||||||||||||||||||
Maximum [Member] | Natural Plant Extract [Member] | ||||||||||||||||||||
Interest rate | 20% | |||||||||||||||||||
Minimum [Member] | E C O X [Member] | ||||||||||||||||||||
Sale to aggregate sale value | $ 20,000 | |||||||||||||||||||
Minimum [Member] | Natural Plant Extract [Member] | ||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Joint Venture Agreement With Bougainville Ventures Inc [Member] | ||||||||||||||||||||
Total committed amount to raise for joint ventures | $ 1,000,000 | |||||||||||||||||||
Contributed capital | $ 800,000 | |||||||||||||||||||
Joint Venture Agreement With Bougainville Ventures Inc [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Restricted common stock shares | 15,000,000 | 15,000,000 | ||||||||||||||||||
Joint Venture Agreement With Bougainville Ventures Inc [Member] | Maximum [Member] | ||||||||||||||||||||
Total committed amount to raise for joint ventures | $ 1,000,000 | |||||||||||||||||||
Joint Venture Agreement With Bougainville Ventures Inc [Member] | Minimum [Member] | ||||||||||||||||||||
Total committed amount to raise for joint ventures | $ 800,000 |
NOTES PAYABLE, RELATED PARTY (D
NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Notes Payable Related Party | ||
Notes payable, related parties | $ 20,000 | $ 20,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 5,586,403 | $ 5,429,071 |
Less debt discounts | (756,068) | (1,659,622) |
Net | 4,830,335 | 3,769,449 |
Less current portion | (4,830,335) | (3,769,449) |
Long term portion | ||
Convertible Note Payable Labrys [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 99,975 | |
Convertible Note Payable F F Global Opportunities Fund [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 243,750 | |
Convertible Note Payable Crown Bridge Partners [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 35,000 | |
Convertible Note Payable Beach Labs [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 416,668 | 583,333 |
Convertible Note Payable G S Capital Partners L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 153,185 | 82,000 |
Convertible Note Payable Pinnacle Consulting Services Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 79,500 | 30,000 |
Convertible Note Payable Geneva Roth [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 97,939 | |
Convertible Note Payable Dutchess Capital Partners [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 96,556 | 60,709 |
Convertible Notes Payable Coventry [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 37,144 | 100,000 |
Convertible Note Payable - GW Holdings [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 120,750 | |
Convertible Notes Payable Sixth Street Lending [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 60,737 | |
Convertible Notes Payable Fourth Man L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | ||
Convertible Notes Payable Diagonal Lending L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 194,795 | |
Convertible Notes Payable Mast Hill Fund [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 550,000 | |
Convertible Notes Payable Powerup Lending [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 13,054 | |
Convertible Notes Payable Vista Point Services L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 29,980 | |
Convertible Notes Payable E B F Holdings L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 7,464 | |
Convertible Notes Payable Fundamental Capital L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 5,055 | |
Convertible Notes Payable Kingdom Kapital L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 5,608 | |
Convertible Notes Payable Speedy Funding L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 2,516 | |
Convertible Notes Payable - St George [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 3,994,878 | $ 3,914,878 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||||||
Aug. 06, 2022 | May 05, 2022 | Jan. 10, 2022 | Oct. 06, 2021 | Sep. 30, 2022 | Jul. 29, 2022 | May 18, 2022 | Jan. 31, 2022 | Dec. 29, 2021 | Nov. 16, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jul. 28, 2021 | May 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 27, 2021 | Nov. 24, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Feb. 26, 2021 | Sep. 30, 2020 | Jan. 06, 2020 | Dec. 31, 2019 | |
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Amortization of debt discounts | $ 2,010,783 | $ 1,232,641 | |||||||||||||||||||||||||
Net proceeds from convertible promissory notes | 1,649,980 | 2,065,863 | |||||||||||||||||||||||||
Debt discount | $ 756,068 | 756,068 | $ 1,659,622 | ||||||||||||||||||||||||
Conversion price | $ 0.006 | ||||||||||||||||||||||||||
Repayment of convertible note payable | 165,175 | ||||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||||
Note payable | $ 4,830,335 | $ 4,830,335 | 3,769,449 | ||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.0003 | $ 0.0003 | |||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | 394,194 | ||||||||||||||||||||||||||
Subscriptions payable | $ 752,961 | $ 752,961 | 989,594 | ||||||||||||||||||||||||
Convertible Notes Payable One [Member] | Interest Expense [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Amortization of debt discounts | 2,010,783 | 1,232,641 | |||||||||||||||||||||||||
Mast Hill Fund [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 550,000 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 12% | ||||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 55,000 | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | 39,700 | ||||||||||||||||||||||||||
Debt instrument over funding amount | 455,300 | 455,300 | |||||||||||||||||||||||||
Warrants to purchase | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||
Debt discount | 391,835 | $ 391,835 | |||||||||||||||||||||||||
Shares percentage | 4.99% | ||||||||||||||||||||||||||
Convertible Note Payable Mast Hill Fund [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable | 550,000 | $ 550,000 | |||||||||||||||||||||||||
Accrued interest | 21,542 | 21,542 | |||||||||||||||||||||||||
Convertible Note Payable Labrys [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 537,500 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 12% | ||||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 53,750 | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | 33,750 | ||||||||||||||||||||||||||
Debt instrument over funding amount | 450,000 | 450,000 | |||||||||||||||||||||||||
Debt discount | 533,526 | 533,526 | |||||||||||||||||||||||||
Convertible notes payable | 0 | 0 | 99,975 | ||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||
Labrys [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase | 76,349,431 | $ 76,349,431 | |||||||||||||||||||||||||
Shares percentage | 4.99% | ||||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 225,000 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 10% | ||||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 22,500 | ||||||||||||||||||||||||||
Debt discount | 88,674 | $ 88,674 | |||||||||||||||||||||||||
Shares percentage | 4.99% | ||||||||||||||||||||||||||
Convertible notes payable | 0 | $ 0 | 35,000 | ||||||||||||||||||||||||
Repayment of principal amount | 50,000 | ||||||||||||||||||||||||||
Convertible Note Payable Crown Bridge Partners [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||
Convertible Note Payable G S Capital Partners L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note interest rate | 10% | 8% | 10% | ||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 10,000 | $ 20,000 | $ 7,000 | ||||||||||||||||||||||||
Debt discount | 25,086 | 25,086 | |||||||||||||||||||||||||
Convertible notes payable | 153,185 | 105,000 | 153,185 | $ 70,000 | 82,000 | $ 82,000 | |||||||||||||||||||||
Accrued interest | $ 2,520 | 2,520 | |||||||||||||||||||||||||
Repayment of principal amount | $ 175,000 | ||||||||||||||||||||||||||
Conversion price | $ 0.001 | $ 0.001 | $ 0.0008 | ||||||||||||||||||||||||
Principal amount | $ 82,000 | ||||||||||||||||||||||||||
Convertible Note Payable G S Capital Partners L L C [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Purchase of warrants | 5,000,000 | ||||||||||||||||||||||||||
Debt discount | $ 18,086 | ||||||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note interest rate | 8% | ||||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 574,916 | ||||||||||||||||||||||||||
Convertible notes payable | $ 3,994,878 | 3,994,878 | 3,914,878 | ||||||||||||||||||||||||
Accrued interest | $ 311,118 | 311,118 | |||||||||||||||||||||||||
Principal amount | $ 325,000 | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 3,492,378 | ||||||||||||||||||||||||||
Cash proceeds | 1,100,000 | ||||||||||||||||||||||||||
Legal fees | $ 10,000 | ||||||||||||||||||||||||||
Maturity date | Oct. 06, 2023 | ||||||||||||||||||||||||||
Bucktown Capital L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note interest rate | 8% | 8% | |||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 7,500 | $ 7,500 | |||||||||||||||||||||||||
Robert L. Hymers III [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note interest rate | 12.50% | ||||||||||||||||||||||||||
Debt discount | $ 5,000 | ||||||||||||||||||||||||||
Convertible notes payable | 5,000 | 5,000 | $ 30,000 | ||||||||||||||||||||||||
Pinnacle Consulting Services [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount | $ 16,250 | ||||||||||||||||||||||||||
Convertible notes payable | $ 79,500 | ||||||||||||||||||||||||||
Maturity date | Apr. 01, 2023 | ||||||||||||||||||||||||||
Interest charge | $ 7,950 | ||||||||||||||||||||||||||
Convertible Notes Payable Robert L Hymers I I I [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable | 79,500 | 79,500 | 30,000 | ||||||||||||||||||||||||
Accrued interest | $ 7,950 | 7,950 | |||||||||||||||||||||||||
Principal amount | $ 30,000 | ||||||||||||||||||||||||||
G W Holdings Group [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 57,750 | ||||||||||||||||||||||||||
Convertible Note Payable G W Holdings Group [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note interest rate | 10% | 10% | |||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 5,250 | $ 5,250 | |||||||||||||||||||||||||
Convertible notes payable | 0 | 0 | 120,750 | ||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||
Repayment of principal amount | 45,000 | ||||||||||||||||||||||||||
Principal amount | 75,750 | ||||||||||||||||||||||||||
Cash | 27,068 | 27,068 | |||||||||||||||||||||||||
Convertible Note Payable January Two Thousand Twenty [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 75,750 | $ 75,750 | |||||||||||||||||||||||||
Converted into shares | 100,248,801 | ||||||||||||||||||||||||||
Accrued interest | $ 4,449 | ||||||||||||||||||||||||||
Beach Labs [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 625,000 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 10% | ||||||||||||||||||||||||||
Debt discount | 625,000 | 625,000 | |||||||||||||||||||||||||
Convertible notes payable | 416,668 | 416,668 | 583,333 | ||||||||||||||||||||||||
Accrued interest | 55,215 | 55,215 | |||||||||||||||||||||||||
Repayment of convertible note payable | 166,665 | ||||||||||||||||||||||||||
Sixth Street Lending [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 60,737 | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | 10,738 | ||||||||||||||||||||||||||
Debt instrument over funding amount | 50,000 | ||||||||||||||||||||||||||
Convertible notes payable | 0 | 0 | 60,737 | ||||||||||||||||||||||||
Accrued interest | 9,420 | 9,420 | |||||||||||||||||||||||||
Repayment of principal amount | 60,737 | ||||||||||||||||||||||||||
Interest charge | $ 7,896 | ||||||||||||||||||||||||||
Convertible Note Payable Sixth Street Lending [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 43,750 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 8% | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | $ 3,750 | ||||||||||||||||||||||||||
Debt instrument over funding amount | $ 40,000 | ||||||||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 100,000 | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | 20,000 | ||||||||||||||||||||||||||
Debt instrument over funding amount | 80,000 | ||||||||||||||||||||||||||
Convertible notes payable | 37,144 | 37,144 | 100,000 | ||||||||||||||||||||||||
Accrued interest | 10,000 | 10,000 | |||||||||||||||||||||||||
Repayment of principal amount | 62,856 | ||||||||||||||||||||||||||
Debt discount | $ 13,000 | ||||||||||||||||||||||||||
Interest charge | $ 10,000 | ||||||||||||||||||||||||||
Number of shares issued | 10,000,000 | ||||||||||||||||||||||||||
Convertiblenotepayable Firstfire [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 268,750 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 12% | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | $ 200,963 | ||||||||||||||||||||||||||
Warrants to purchase | 38,174,715 | 38,174,715 | |||||||||||||||||||||||||
Debt discount | 245,851 | $ 245,851 | |||||||||||||||||||||||||
Shares percentage | 4.99% | ||||||||||||||||||||||||||
Convertible notes payable | 0 | $ 0 | 243,750 | ||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||
Repayment of principal amount | 60,000 | ||||||||||||||||||||||||||
Principal amount | 183,750 | ||||||||||||||||||||||||||
Dutchess Capital Growth Fund L P [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 110,000 | $ 135,000 | |||||||||||||||||||||||||
Convertible promissory note interest rate | 10% | 8% | |||||||||||||||||||||||||
Net proceeds from convertible promissory notes | $ 10,000 | $ 13,750 | |||||||||||||||||||||||||
Debt instrument over funding amount | $ 100,000 | $ 121,250 | |||||||||||||||||||||||||
Debt discount | 135,000 | 135,000 | |||||||||||||||||||||||||
Convertible notes payable | 96,556 | 96,556 | 60,709 | ||||||||||||||||||||||||
Accrued interest | 11,000 | 11,000 | |||||||||||||||||||||||||
Repayment of principal amount | 59,851 | ||||||||||||||||||||||||||
Principal amount | 14,302 | ||||||||||||||||||||||||||
Cash | 14,302 | 14,302 | |||||||||||||||||||||||||
Number of shares issued | 87,500 | ||||||||||||||||||||||||||
Fair value | $ 61,250 | ||||||||||||||||||||||||||
Geneva Roth Holdings [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 169,125 | ||||||||||||||||||||||||||
Convertible promissory note interest rate | 10% | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | $ 13,750 | ||||||||||||||||||||||||||
Debt instrument over funding amount | $ 153,750 | ||||||||||||||||||||||||||
Debt discount | 67,253 | 67,253 | |||||||||||||||||||||||||
Convertible notes payable | 0 | 0 | 97,939 | ||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||
Repayment of principal amount | 97,938 | ||||||||||||||||||||||||||
Cash | 40,898 | 40,898 | |||||||||||||||||||||||||
Fourth Man L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 15,000 | $ 60,000 | 15,000 | ||||||||||||||||||||||||
Convertible promissory note interest rate | 12% | ||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | $ 6,240 | ||||||||||||||||||||||||||
Debt instrument over funding amount | 47,760 | ||||||||||||||||||||||||||
Debt discount | 42,240 | 42,240 | |||||||||||||||||||||||||
Convertible notes payable | 0 | 0 | |||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||
Principal amount | 75,000 | ||||||||||||||||||||||||||
Convertible Note Payablec Fourth Man L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note original issue discount | $ 6,000 | ||||||||||||||||||||||||||
Convertible Note Payable 1800 Diagonal Lending L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | $ 57,758 | $ 137,037 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 9,645 | 18,433 | |||||||||||||||||||||||||
Net proceeds from convertible promissory notes | 4,250 | 3,750 | |||||||||||||||||||||||||
Debt instrument over funding amount | 46,863 | $ 100,000 | |||||||||||||||||||||||||
Convertible notes payable | 194,795 | 194,795 | $ 0 | ||||||||||||||||||||||||
Accrued interest | 23,953 | 23,953 | |||||||||||||||||||||||||
Interest charge | $ 7,509 | ||||||||||||||||||||||||||
Money Well Group [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 89,940 | 89,940 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 35,940 | 35,940 | |||||||||||||||||||||||||
Debt instrument over funding amount | 54,000 | 54,000 | |||||||||||||||||||||||||
Debt discount | 35,940 | 35,940 | |||||||||||||||||||||||||
Money Wall Group [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Payments | 1,285 | ||||||||||||||||||||||||||
Vista Point Services L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 37,475 | 37,475 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 14,975 | 14,975 | |||||||||||||||||||||||||
Debt instrument over funding amount | 22,500 | 22,500 | |||||||||||||||||||||||||
Debt discount | 14,975 | 14,975 | |||||||||||||||||||||||||
Payments | 341 | ||||||||||||||||||||||||||
Note payable | 29,980 | 29,980 | |||||||||||||||||||||||||
Everest Business Funding L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 35,000 | 35,000 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 10,725 | 10,725 | |||||||||||||||||||||||||
Debt instrument over funding amount | 24,275 | 24,275 | |||||||||||||||||||||||||
Debt discount | 10,725 | 10,725 | |||||||||||||||||||||||||
Payments | 280 | ||||||||||||||||||||||||||
Note payable | 7,464 | 7,464 | |||||||||||||||||||||||||
Fundamental Capital L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 91,994 | 91,994 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 26,284 | 26,284 | |||||||||||||||||||||||||
Debt instrument over funding amount | 65,710 | 65,710 | |||||||||||||||||||||||||
Debt discount | 26,284 | 26,284 | |||||||||||||||||||||||||
Payments | 920 | ||||||||||||||||||||||||||
Note payable | 5,055 | 5,055 | |||||||||||||||||||||||||
Kingdom Kapital L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 44,970 | 44,970 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 14,970 | 14,970 | |||||||||||||||||||||||||
Debt instrument over funding amount | 30,000 | 30,000 | |||||||||||||||||||||||||
Debt discount | 14,970 | 14,970 | |||||||||||||||||||||||||
Payments | 600 | ||||||||||||||||||||||||||
Note payable | 5,608 | 5,608 | |||||||||||||||||||||||||
Speedy Funding L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note face value | 55,965 | 55,965 | |||||||||||||||||||||||||
Convertible promissory note original issue discount | 20,965 | 20,965 | |||||||||||||||||||||||||
Debt instrument over funding amount | 35,000 | 35,000 | |||||||||||||||||||||||||
Debt discount | 20,965 | 20,965 | |||||||||||||||||||||||||
Payments | 499 | ||||||||||||||||||||||||||
Note payable | $ 2,516 | $ 2,516 | |||||||||||||||||||||||||
Subscriptions Payable [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Common stock equal in value | $ 650,000 | ||||||||||||||||||||||||||
Subscriptions Payable [Member] | E C O X [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Common stock equal in value | $ 650,000 | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.06 | ||||||||||||||||||||||||||
Subscription agreement amount | $ 329,572 | 329,572 | |||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | $ 391,194 | ||||||||||||||||||||||||||
Shares issued | 41,935,484 | 41,935,484 | |||||||||||||||||||||||||
Bucktown Capital L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Net proceeds from convertible promissory notes | $ 50,000 | 535,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 57,500 | $ 567,500 | |||||||||||||||||||||||||
Interest expense | $ 135,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Common stock issued in settlement of convertible notes payable and accrued interest, shares | 2,109,530,915 | 905,667,530 | |||||||||||||||||||||||||
Number of shares issued | 3,458,888,889 | 742,297,599 | |||||||||||||||||||||||||
Number of shares issued | 462,844,406 | ||||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||||
Common Stock [Member] | Convertible Note Payable G S Capital Partners L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 5,013 | $ 5,013 | |||||||||||||||||||||||||
Converted into shares | 216,820,755 | ||||||||||||||||||||||||||
Common Stock [Member] | Convertible Notes Payable Robert L Hymers I I I [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 1,870 | $ 1,870 | |||||||||||||||||||||||||
Common Stock [Member] | Convertible Note Payable G W Holdings Group [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 4,449 | 4,449 | |||||||||||||||||||||||||
Common Stock [Member] | Convertiblenotepayable Firstfire [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 34,000 | 34,000 | |||||||||||||||||||||||||
Common Stock [Member] | Dutchess Capital Growth Fund L P [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 815 | 815 | |||||||||||||||||||||||||
Common Stock [Member] | Fourth Man L L C [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest | $ 14,250 | $ 14,250 | |||||||||||||||||||||||||
Common Stock [Member] | Settlement For Convertible Notes [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Common stock issued in settlement of convertible notes payable and accrued interest, shares | 2,109,530,915 | ||||||||||||||||||||||||||
Warrant [Member] | Crown Bridge Partners [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | 519,230 | ||||||||||||||||||||||||||
Exercise price | $ 0.26 | $ 0.26 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Outstanding at Beginning of Period | 145,302,385 | |
Weighted average exercise price outstanding at beginning of period | $ 0.0033 | |
Weighted average remaining contractual term | 4 years 5 months 4 days | 2 years 9 months 18 days |
Aggregate interinsic value outstanding at beginning of Period | $ 70,200 | |
Granted | 200,000,000 | |
Weighted average exercise price granted | $ 0.0004 | |
Weighted average remaining contractual term granted | 5 years | |
Aggregate interinsic value granted | ||
Cancelled/Expired | (87,544,445) | |
Weighted average exercise price cancelled/expired | $ 0.0011 | |
Aggregate interinsic value cancelled expired | ||
Increase due to reset provision | ||
Weighted average exercise price increase due to reset provision | ||
Aggregate interinsic value increase due to reset provision | ||
Exercised | ||
Weighted average exercise price exercised | ||
Aggregate intrinsic value exercised | ||
Outstanding at End of Period | 257,757,940 | 145,302,385 |
Weighted average exercise price outstanding at ending period | $ 0.002 | $ 0.0033 |
Aggregate interinsic value outstanding ending of period | $ 70,200 | |
Exercisable at End of Period | 2,577,577,940 | |
Weighted average exercise price exercisable at end of period | $ 0.002 | |
Weighted average remaining contractual term | 4 years 5 months 4 days | |
Aggregate intrinsic exercisable at end of Period |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 32,000,000,000 | 32,000,000,000 | |
Common stock,no par value | $ 0 | ||
Common Stock, par value | $ 0 | $ 0 | |
Common Stock, Shares, Outstanding | 1,518,463,309 | 7,122,806,264 | |
Common stock, shares issued | 1,518,463,309 | 7,122,806,264 | |
Convertible notes payable | $ 4,830,335 | $ 3,769,449 | |
Derivative liabilities | 233,069 | ||
Deffered financing cost | 276,687 | ||
Treasury stock | 60,000 | ||
Aggregate value of debt | |||
Common stock issued for contigent consideration | 500,000 | ||
Stock Issued During Period, Value, New Issues | $ 1,218,315 | $ 1,638,126 | |
Number of shares cancelled | 218,532,087 | ||
Stock price | $ 0.0003 | ||
Warrants [Member] | |||
Class of Stock [Line Items] | |||
Aggregate value of debt | $ 152,587 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares | 462,844,406 | ||
Common stock issued for contigent consideration, shares | $ 717,866,439 | ||
Number of shares issued | 3,458,888,889 | 742,297,599 | |
Stock Issued During Period, Value, New Issues | $ 1,218,315 | $ 1,638,126 | |
Subscriptions Payable [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued | 180,486,830 | ||
Stock Issued During Period, Value, New Issues | $ 234,633 | ||
Settlement Of Accounts Payable [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued | 1,333,508,170 | ||
Stock Issued During Period, Value, New Issues | $ 273,403 | ||
Preferred Class A [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 10,000,000 | 10,000,000 | |
Preferred Stock, Voting Rights | 100 votes | ||
Preferred Class B [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 2,000,000 | 2,000,000 | |
Preferred Stock, Voting Rights | 1,000 votes | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 10,000,000,000 | ||
Common Stock, par value | $ 0.001 | ||
Number of shares cancelled | 30,000,000 | ||
Common Stock One [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares | 122,256,410 | ||
Sale of common stock, value | $ 170,000 | ||
Common Stock Two [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares | 2,109,530,915 | ||
Sale of common stock, value | $ 128,397 | ||
Convertible notes payable | $ 1,214,277 | ||
Common Stock Three [Member] | |||
Class of Stock [Line Items] | |||
Sale of stock | 3,458,888,889 | ||
Aggregate value of stock | $ 1,218,315 | ||
Common Stock Four [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares | 387,821,466 | ||
Deffered financing cost | $ 276,687 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning | $ 749,756 |
Balance at end | 956,795 |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning | 749,756 |
Increase resulting from initial issuance of additional convertible notes payable recorded as debt discoun | 184,921 |
Increase resulting from initial issuances of additional convertible notes payable recorded as day one loss | 59,984 |
Decreases resulting from conversion or payoff of convertible notes payable | (233,069) |
Decreases resulting from payoff of convertible notes payable | (165,175) |
Loss due to change in fair value included in earnings | 360,378 |
Balance at end | $ 956,795 |
FAIR VALUE MEASUREMENT (Detai_2
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | $ 0 | $ 0 |
Derivative liabilities | $ 233,069 | |
Dividend yield | 0% | |
Expected volatility minimum | 171.74% | |
Expected volatility maximum | 312.54% | |
Weighted average risk-free interest rate minimum | 2.51% | |
Weighted average risk-free interest rate maximum | 4.25% | |
Common stock price | $ 0.0004 | |
Fair value of derivative liabilities | $ 440,108 | |
Convertible notes payable | 244,905 | |
Repayments of convertible notes | 165,175 | |
Recognized loss | $ 360,378 | |
Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life maximum | 6 months | |
Conversion prices | $ 0.00013 | |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life maximum | 4 years | |
Conversion prices | $ 0.006 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 956,795 | $ 749,756 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||||
Due to officers | $ 13,114 | $ 13,114 | $ 0 | ||
Accrued compensation | 333,951 | 333,951 | $ 42,925 | ||
Related party sales | $ 0 | $ 0 | $ 0 | $ 0 |