Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 05, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 0-28027 | ||
Entity Registrant Name | REAL BRANDS INC. | ||
Entity Central Index Key | 0001084133 | ||
Entity Tax Identification Number | 40-0014655 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 12 Humbert Street | ||
Entity Address, City or Town | North Providence | ||
Entity Address, State or Province | RI | ||
Entity Address, Postal Zip Code | 02991 | ||
City Area Code | (617) | ||
Local Phone Number | 803-0004 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 204,254,354 | ||
Entity Common Stock, Shares Outstanding | 2,677,529,115 | ||
Auditor Firm ID | 454 | ||
Auditor Name | L&L CPAS, PA | ||
Auditor Location | Plantation, FL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 197,255 | $ 247,892 |
Accounts receivables | 898 | 175 |
Inventory | 230,951 | |
Total current assets | 198,153 | 479,018 |
Deposits | 530 | 530 |
Property and equipment - net of depreciation | 1,239,809 | 1,645,336 |
TOTAL ASSETS | 1,438,492 | 2,124,884 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 513,065 | 637,100 |
Accrued expenses related party | 402,347 | 91,618 |
Loan payable related party | 133,605 | 133,605 |
Convertible note payable related party | 200,000 | 200,000 |
Notes payable | 7,250 | 7,250 |
Contingent liabilities | 45,625 | 45,625 |
TOTAL CURRENT LIABILITIES | 1,301,892 | 1,115,197 |
LONG TERM LIABILITIES | ||
PPP Loan | 143,485 | |
Mortgage payable | 148,551 | 170,526 |
Total Long Term Liabilities | 148,551 | 314,011 |
TOTAL LIABILITIES | 1,450,443 | 1,429,208 |
STOCKHOLDERS’ EQUITY | ||
Series A Preferred stock, $.001 par value; 2,000,000 shares authorized, 1,000,000 issued and outstanding as of December 31, 2021 and 2020, respectively. | 1,000 | 1,000 |
Common stock, $.001 par value; 3,998,000,000 shares authorized as of December 31, 2021 and 2020; 2,677,529,115 shares issued and outstanding as of December 31, 2021, and 2,358,780,396 shares issued and outstanding as of December 31, 2020. | 2,677,529 | 2,358,780 |
Common stock subscribed, 3,694,900 and 194,263,483 shares at December 31, 2021 and December 31, 2020, respectively. | 96,403 | 414,679 |
Additional paid-in capital | 8,881,728 | 6,794,057 |
Accumulated deficit | (11,668,611) | (8,872,840) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (11,951) | 695,676 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,438,492 | $ 2,124,884 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A preferred stock par value | $ 0.001 | $ 0.001 |
Series A Preferred Stock authorized | 2,000,000 | 2,000,000 |
Series A Preferred stock issued and outstanding | 1,000,000 | 1,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock authorized | 3,998,000,000 | 3,998,000,000 |
Common stock issued and outstanding | 2,677,529,115 | 2,358,780,396 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
REVENUE: | |||
Revenues | $ 5,546 | $ 24,582 | |
Total revenue | 5,546 | 24,582 | |
Cost of goods sold | 262,620 | 22,540 | |
Gross (loss) profit | (257,074) | 2,042 | |
OPERATING EXPENSES: | |||
General and administrative | 471,494 | 259,511 | |
Professional fees | 194,556 | 349,525 | |
Stock compensation | 1,339,530 | ||
Payroll and related | 326,424 | 349,431 | |
Stock option expense | 1,065,390 | 3,825,479 | |
Total operating expenses | 2,057,864 | 6,123,476 | |
Operating loss | (2,314,938) | (6,121,434) | |
Forgiveness of PPP debt | 143,485 | ||
Depreciation expense | (167,536) | (120,293) | |
Impairment of assets | (385,989) | ||
Warrant expense | (37,753) | ||
Interest expense | (33,040) | (31,183) | |
Total other (expenses) income | (480,833) | (151,476) | |
LOSS FROM OPERATIONS | (2,795,771) | (6,272,910) | |
PROVISION FOR INCOME TAXES | |||
NET LOSS | $ (2,795,771) | $ (6,272,910) | |
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | [1] | $ (0.03) | |
WEIGHTED AVERAGE SHARES OUTSTANDING | 2,624,071,816 | 216,636,166 | |
[1] | less than $0.01 per share |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Subcribed [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2,127,190 | $ 164,679 | $ 859,434 | $ (2,599,930) | $ 551,373 | |
Beginning balance, shares at Dec. 31, 2019 | ||||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 2,127,190,401 | |||||
Recapitalization | $ 1,000 | $ 164,672 | 623,728 | (1,852,079) | (1,062,679) | |
Recapitalization, shares | 1,000,000 | |||||
Recapitalization, shares | 164,671,867 | |||||
Recapitalization - debt settlement prior to reorganization | $ 17,318 | (251,113) | 233,795 | |||
Recapitalization debt settlement, shares | 17,318,128 | |||||
Recapitalization - conversion prior to reorganization | $ 10,000 | (62,615) | 52,615 | |||
Recapitalization conversion, shares | 10,000,000 | |||||
Contributions | 5,700,807 | 5,700,807 | ||||
Cashless exercise of stock options | 26,000 | (60,000) | 234,000 | $ 200,000 | ||
Issuance for cash, shares | 26,000,000 | |||||
Issuance for subscriptions payable | 13,600 | 781,200 | $ 794,800 | |||
Issuance for subscritions payable | 13,600,000 | |||||
Option granted | 784,286 | $ 784,286 | ||||
Net loss | (6,272,910) | (6,272,910) | ||||
Warrant expense | ||||||
Ending balance, value at Dec. 31, 2020 | $ 1,000 | $ 2,358,780 | 414,679 | 6,794,057 | (8,872,840) | 695,676 |
Preferred Stock, Shares Outstanding, Ending Balance at Dec. 31, 2020 | 1,000,000 | |||||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 2,358,780,396 | |||||
Recapitalization | ||||||
Cashless exercise of stock options | $ 55,094 | (55,094) | ||||
Issuance for cash, shares | 190,568,582 | |||||
Issuance for subscriptions payable | ||||||
Net loss | (2,795,771) | (2,795,771) | ||||
Issuance for reverse merger | $ 164,680 | (164,680) | ||||
Issuaance for reverse merger, shares | 164,680,119 | 164,680,119 | ||||
Issuance of common stock for cash | $ 98,975 | (153,595) | 1,039,621 | $ 985,001 | ||
Issuance of common stock for cash, shares | 98,974,969 | |||||
Cashless exercise of stock options, shares | 55,093,631 | 55,093,631 | ||||
Stock options granted pursuant to the agreements | 1,065,390 | $ 1,065,390 | ||||
Warrant expense | 37,753 | 37,753 | ||||
Ending balance, value at Dec. 31, 2021 | $ 1,000 | $ 2,677,529 | $ 96,403 | $ 8,881,728 | $ (11,668,611) | $ (11,951) |
Preferred Stock, Shares Outstanding, Ending Balance at Dec. 31, 2021 | 1,000,000 | 1,000,000 | ||||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 2,677,529,115 | 2,677,529,115 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,795,771) | $ (6,272,910) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on forgiveness of PPP loan | (143,485) | |
Option expense | 1,065,390 | 3,825,479 |
Warrant expense | 37,753 | |
Stock based compensation | 1,339,530 | |
Depreciation expense | 167,536 | 120,293 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (721) | (175) |
Inventory | 230,951 | |
Impairment of assets | 385,989 | |
Deposit | 4,000 | |
Prepaid expenses | 38,000 | |
Accounts payable and accrued expenses | 186,696 | 320,935 |
Contingency liabilities | 45,625 | |
Net cash used in operating activities | (865,664) | (579,223) |
Purchase of property and equipment | (147,999) | (509,412) |
Net cash (used in) investing activities | (147,999) | (509,412) |
Proceeds from promissory notes | 7,250 | |
Proceeds from loans payable | 133,605 | |
Repayment of mortgage payable | (21,975) | (19,390) |
Proceeds from PPP loan | 143,485 | |
Proceeds from sale of common stock | 985,001 | 980,000 |
Net cash provided by financing activities | 963,026 | 1,244,950 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (50,637) | 156,315 |
CASH AND CASH EQUIVALENTS, beginning of year | 247,892 | 91,579 |
CASH AND CASH EQUIVALENTS, end of year | 197,255 | 247,892 |
Cash paid for interest | 8,686 | 9,588 |
Cash paid for income taxes | ||
Recapitalization | (1,062,679) | |
Shares for subscription payable prior to recapitalization | 794,800 | |
Shares for settlement prior to recapitalization | $ 186,663 |
NOTE 1. ORGANIZATION, BACKGROUN
NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION Real Brands, Inc. (“Real Brands” or the “Company”), was incorporated under the laws of the state of Nevada on November 6, 1992. The Company was formed under the name Mercury Software. From 1997 to 2005 the Company changed its name several times. On October 10, 2005, the Company changed its name to Global Beverage Solutions, Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB. On October 22, 2013, the Company changed its name to Real Brands, Inc. The Financial Industry Regulatory Authority (“FINRA”) approved Real Brands’ corporate actions regarding its name change and its new stock symbol request and approved Real Brands’ 150:1 Reverse Stock Split. The new symbol was designated as GBVSD. On November 19, 2013, the ticker symbol changed to RLBD. On October 22, 2020, the majority of the shareholders of the Company, by written consent, agreed to a “reverse triangular” merger with CASH Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company formed for the purpose of the merger, and Canadian American Standard Hemp Inc., a Delaware corporation (“CASH”), whereby the Company acquired all of the outstanding shares of CASH and merged it with and into CASH Acquisition Corp. Real Brands’ name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real Brands. The merger was accounted for as a reverse merger, whereby CASH was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of CASH prior to the reverse merger. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements. Going concern The ability of the Company to obtain necessary financing to build its sales, brand, marketing and distribution and fund ongoing operating expenses is uncertain. The ability of the Company to generate sales revenue to offset the expenses and obtain profitability is uncertain. The Company had a net loss as of December 31, 2021 and 2020, of $ 2,795,771 6,272,910 Liquidity As of December 31, 2021, the Company had cash and cash equivalents of a $ 197,255 247,892 50,637 1,103,739 636,179 467,560 Plans with respect to its liquidity management include the following: • The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, brand and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing. • The Company plans on increased sales of its products in the market. However, there can be no assurances that the sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash. |
NOTE 2. SUMMARY OF SIGNIFICANT
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. One subsidiary, Real Brands Venture Group, LLC, has been inactive for the last two years and only maintains a debt instrument on its financial records. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH Acquisition Corp. and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH Acquisition Corp. and holds the hemp licenses in Rhode Island. All significant intercompany accounts and transactions have been eliminated. Use of estimates and judgments 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates. Accounting standard updates From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. Accounts Receivable and Allowance for Doubtful Accounts The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. Concentrations of Credit Risk The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk. Inventory Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred. Property and Equipment On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as it’s only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a hemp processing facility. The purchase price of the building was 2 million 25,000 189,916 25,000 475,000 15 years 7,917 The Company made $ 121,411 26,588 644,412 135,000 0.50 15 years 13,097 Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of five years 0 385,989 146,522 167,536 Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company. Revenue Recognition The Company follows, ASC 606 Revenue from Contracts with Customers which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. Stock-based Compensation The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock. Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the year ended December 31, 2021 and 2020, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 154,518,887 28,443,298 223,237,026 26,694,516 Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit. Fair Value of Financial Instruments The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow: • Level 1 – Quoted market prices in active markets for identical assets and liabilities; • Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and • Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. As of December 31, 2021, no derivative liabilities are recorded. Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2021. Income Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. The Company accounts for stock-based compensation for employees and directors in accordance with Accounting Standards Codification 718, Compensation (“ASC 718”) as issued by the FASB. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company expenses stock-based compensation by using the straight-line method. In accordance with ASC 718 and, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of operations. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07. In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832). The amendments within the update require certain disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The amendments will require disclosure of information about the nature of the transactions and the related accounting policy used to account for the transactions, information regarding the line items within the consolidated financial statements that are affected by the transactions, and significant terms and conditions of the transactions. The amendments in the update will be effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted. The Company does not believe the adoption of this ASU will have a material impact on the Company’s consolidated financial statements or results of options. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Subsequent Events On January 20, 2022 the Company entered into a purchase agreement with the former CEO of Real Brands Inc., Jerome Pearring. The Company sold certain intellectual property rights and Real Brands Venture Group a wholly owned subsidiary with the assumption of certain liabilities related to the IP. The purchase price is the assignment of 1,000,000 shares of series A preferred stock and waiver of any possible severance payments. |
NOTE 3. ACCOUNTS RECEIVABLES AN
NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS At December 31, 2021 the Company has $ 898 |
NOTE 4. INVENTORY
NOTE 4. INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
NOTE 4. INVENTORY | NOTE 4. INVENTORY At December 31, 2021 the inventory was written down to $ 0 |
NOTE 5. DEPOSITS
NOTE 5. DEPOSITS | 12 Months Ended |
Dec. 31, 2021 | |
NOTE 5. DEPOSITS | NOTE 5. DEPOSITS The Company has a deposit in the amount of $ 530 |
NOTE 6. PROPERTY AND EQUIPMENT
NOTE 6. PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
NOTE 6. PROPERTY AND EQUIPMENT | NOTE 6. PROPERTY AND EQUIPMENT Property and equipment is comprised of a building and land, building improvements and furniture and equipment. The building and land were appraised at $ 475,000 15 years The Company made $ 121,411 26,588 644,412 135,000 0.50 15 years $13,097 Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of five years 0 385,989 146,522 167,536 December 31, December 31, 2021 2020 Building $ 475,000 $ 475,000 Building Improvements 785,823 664,412 Furniture and Equipment 752,553 739,459 Gross fixed assets 2,013,376 1,878,871 Less: Accumulated Depreciation 387,578 233,535 Less: Impairments 385,989 — Net Fixed Assets $ 1,239,809 $ 1,645,336 |
NOTE 7. ACCOUNTS PAYABLE AND AC
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses include normal operating expenses, professional fees and costs remaining to be paid for the build out of the new facility. Included in accrued expenses is a balance for ATS Indian Trace, LLC. ATS Indian Trace, LLC v. the Company was a civil action filed by ATS Indian Trace, LLC in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a (default) Final Judgement was entered in favor of ATS Indian Trace, LLC and against the Company in the amount of $ 71,069.37 December 31, December 31, 2021 2020 Accounts payable $ 154,758 $ 364,922 Accrued expenses 344,410 240,946 Accrued interest 7,330 6,691 Credit cards payable 6,568 24,541 Total payable and expenses $ 513,065 $ 637,100 |
NOTE 8. ACCRUED EXPENSES _ RELA
NOTE 8. ACCRUED EXPENSES – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 8. ACCRUED EXPENSES – RELATED PARTY | NOTE 8. ACCRUED EXPENSES – RELATED PARTY At December 31, 2021, accrued expenses related parties was $ 402,347 Such amount included, to its CEO, Thom Kidrin, $ 242,308 16,525 133,605 31,500 200,000 100,000 7,000 5,014 |
NOTE 9. NOTES PAYABLE AND LOANS
NOTE 9. NOTES PAYABLE AND LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 9. NOTES PAYABLE AND LOANS PAYABLE | NOTE 9. NOTES PAYABLE AND LOANS PAYABLE On March 1, 2021, the Company was notified that the $ 106,660 36,825 As of December 31, 2021, the following notes were outstanding: Schedule of Outstanding Loans Payable Loan payable Accrued interest Note to a consultant (12%) 7,250 7,330 Mortgage payable (5.24%) 148,551 — Total $ 155,801 $ 7,330 Interest expense related to the note payable to consultant, Endeavour, amounted to $ 639 |
NOTE 10. LOAN PAYABLE _ RELATED
NOTE 10. LOAN PAYABLE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Note 10. Loan Payable Related Party | |
NOTE 10. LOAN PAYABLE – RELATED PARTY | NOTE 10. LOAN PAYABLE – RELATED PARTY A loan was provided by the CEO, Thom Kidrin, at an interest rate of 7 133,605 16,525 |
NOTE 11. CONVERTIBLE NOTES PAYA
NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY | NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY The Company has issued a convertible note payable related party in the amount of $ 200,000 7 0.50 1 On October 15, 2021, the convertible note was extended to October 15, 2023. All other terms remain the same. As consideration for extending the maturity date two years one million 0.05 37,753 As of December 31, 2021, the Company incurred $ 31,500 |
NOTE 12. CONTINGENT LIABILITIES
NOTE 12. CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 12. CONTINGENT LIABILITIES | NOTE 12. CONTINGENT LIABILITIES TBG Holdings entered into an agreement with the Company on or about October 16, 2012 for performance of services in exchange for money and stock. On December 5, 2013 TBG alleged that the Company had breached the contract and made a demand upon the Company for payment of money damages and stock. The Company disputed the claim and refused to comply with the demand. On January 4, 2014, TBG’s counsel renewed the demand and requested mediation. The Company refused mediation and denied any liability. TBG never pursued a claim against the Company. This claim in the amount of $ 45,625 |
NOTE 13. STOCKHOLDER_S EQUITY
NOTE 13. STOCKHOLDER’S EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
NOTE 13. STOCKHOLDER’S EQUITY | NOTE 13. STOCKHOLDER’S EQUITY Common Stock In the first quarter of 2021, the Company sold 55,372,219 385,000 15,714,287 550,000 2,000,000 50,000 190,568,582 In the year ended December 31, 2021, the Company issued 164,680,119 25,888,463 As of December 31, 2021, the Company had 2,677,529,115 1,000,000 Series A Preferred Stock At December 31, 2021, an ex-officer of the Company (pre-reverse merger) owns 100 1,000,000 100 |
NOTE 14. STOCK OPTIONS
NOTE 14. STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
NOTE 14. STOCK OPTIONS | NOTE 14. STOCK OPTIONS The Company has outstanding the following stock options as of December 31, 2021. Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ 0.011 4,000,000 3.50 $ 0.0267 12,287,256 2.50 $ 0.0267 92,154,421 4.00 $ 0.0267 46,077,210 4.08 Total 154,518,887 Exercisable $ 0.011 4,000,000 3.50 $ 0.0267 12,287,256 2.50 $ 0.0267 92,154,421 4.00 $ 0.0267 46,077,210 4.08 Total 154,518,887 Five 55,093,631 13,624,509 During the year ended December 31, 2021, the Company recorded a stock option expense of $ 1,065,390 |
NOTE 15. COMMITMENTS AND CONTIN
NOTE 15. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 15. COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES The Company is committed to an employment agreement with Thom Kidrin, its President and CEO. Mr. Kidrin entered into the employment agreement with CASH on November 26, 2018. The employment agreement provides for a base salary of $ 175,000 CASH signed an Agreement and Plan of Merger with Purist Acquisition LLC, Purist LLC and Michael S. Metcalfe (“MSM”). Upon consummation of the Merger, CASH will receive ownership rights of all intellectual property related to Purist’s simulated moving bed chromatography technology and will be obligated to the following payments: (i) A cash payment of $ 90,000 750,000 750,000 150,000 three 0.50 25 500,000 50,000 30 1 50,000 1 Company’s net income for the fiscal year ended December 31, 2019, does not equal $50,000 50,000 3,500 12 a non-competition agreement pursuant to which MSM will agree to not compete with the Company during the term of his consultancy or within twelve (12) months after termination of his consultancy. |
NOTE 16 - INCOME TAXES
NOTE 16 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
NOTE 16 - INCOME TAXES | NOTE 16 - INCOME TAXES At December 31, 2021, the Company had federal and state net operating loss carry forwards of approximately $ 5,246,800 Due to net operating loss carry forwards and operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2021 and 2020. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. The Company’s deferred tax asset at December 31, 2021 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 1,364,168 1,364,168 287,504 253,355 The Company’s total deferred tax asset as of December 31, 2021, and 2020 are as follows: Total Deferred Tax 2021 2020 Net operating loss carry forwards 5,246,800 4,141,015 Valuation allowance (5,246,800 ) (4,141,015 ) Net deferred tax asset — — The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended December 31, 2021 and 2020 is as follows: Reconciliation of Income Taxes 2021 2020 Income tax computed at the federal statutory rate 21 % 21 % Income tax computed at the state statutory rate 5 % 5 % Valuation allowance (26 )% (26 )% Total deferred tax asset — — On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one 21 |
NOTE 17. SUBSEQUENT EVENTS
NOTE 17. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
NOTE 17. SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS On January 20, 2022 the Company entered into a purchase agreement with the former CEO of Real Brands Inc., Jerome Pearring. The Company sold certain intellectual property rights and Real Brands Venture Group a wholly owned subsidiary with the assumption of certain liabilities related to the IP. The purchase price is the assignment of 1,000,000 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 additional recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed. |
NOTE 2. SUMMARY OF SIGNIFICAN_2
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. One subsidiary, Real Brands Venture Group, LLC, has been inactive for the last two years and only maintains a debt instrument on its financial records. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH Acquisition Corp. and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH Acquisition Corp. and holds the hemp licenses in Rhode Island. All significant intercompany accounts and transactions have been eliminated. |
Use of estimates and judgments | Use of estimates and judgments 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates. |
Accounting standard updates | Accounting standard updates From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. |
Segment Reporting | Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk. |
Inventory | Inventory Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred. |
Property and Equipment | Property and Equipment On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as it’s only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a hemp processing facility. The purchase price of the building was 2 million 25,000 189,916 25,000 475,000 15 years 7,917 The Company made $ 121,411 26,588 644,412 135,000 0.50 15 years 13,097 Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of five years 0 385,989 146,522 167,536 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company. |
Revenue Recognition | Revenue Recognition The Company follows, ASC 606 Revenue from Contracts with Customers which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. |
Stock-based Compensation | Stock-based Compensation The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock. |
Beneficial Conversion Features of Convertible Securities | Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. |
Derivatives | Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the year ended December 31, 2021 and 2020, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 154,518,887 28,443,298 223,237,026 26,694,516 |
Treasury Stock | Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow: • Level 1 – Quoted market prices in active markets for identical assets and liabilities; • Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and • Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. As of December 31, 2021, no derivative liabilities are recorded. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. |
Uncertain Tax Positions | Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. The Company accounts for stock-based compensation for employees and directors in accordance with Accounting Standards Codification 718, Compensation (“ASC 718”) as issued by the FASB. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company expenses stock-based compensation by using the straight-line method. In accordance with ASC 718 and, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of operations. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07. In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832). The amendments within the update require certain disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The amendments will require disclosure of information about the nature of the transactions and the related accounting policy used to account for the transactions, information regarding the line items within the consolidated financial statements that are affected by the transactions, and significant terms and conditions of the transactions. The amendments in the update will be effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted. The Company does not believe the adoption of this ASU will have a material impact on the Company’s consolidated financial statements or results of options. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Subsequent Events On January 20, 2022 the Company entered into a purchase agreement with the former CEO of Real Brands Inc., Jerome Pearring. The Company sold certain intellectual property rights and Real Brands Venture Group a wholly owned subsidiary with the assumption of certain liabilities related to the IP. The purchase price is the assignment of 1,000,000 shares of series A preferred stock and waiver of any possible severance payments. |
NOTE 6. PROPERTY AND EQUIPMENT
NOTE 6. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, December 31, 2021 2020 Building $ 475,000 $ 475,000 Building Improvements 785,823 664,412 Furniture and Equipment 752,553 739,459 Gross fixed assets 2,013,376 1,878,871 Less: Accumulated Depreciation 387,578 233,535 Less: Impairments 385,989 — Net Fixed Assets $ 1,239,809 $ 1,645,336 |
NOTE 7. ACCOUNTS PAYABLE AND _2
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | December 31, December 31, 2021 2020 Accounts payable $ 154,758 $ 364,922 Accrued expenses 344,410 240,946 Accrued interest 7,330 6,691 Credit cards payable 6,568 24,541 Total payable and expenses $ 513,065 $ 637,100 |
NOTE 9. NOTES PAYABLE AND LOA_2
NOTE 9. NOTES PAYABLE AND LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Loans Payable | As of December 31, 2021, the following notes were outstanding: Schedule of Outstanding Loans Payable Loan payable Accrued interest Note to a consultant (12%) 7,250 7,330 Mortgage payable (5.24%) 148,551 — Total $ 155,801 $ 7,330 |
NOTE 14. STOCK OPTIONS (Tables)
NOTE 14. STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Stock Options | Exercise Price per Share Shares Under Option/warrant Remaining Life in Years Outstanding $ 0.011 4,000,000 3.50 $ 0.0267 12,287,256 2.50 $ 0.0267 92,154,421 4.00 $ 0.0267 46,077,210 4.08 Total 154,518,887 Exercisable $ 0.011 4,000,000 3.50 $ 0.0267 12,287,256 2.50 $ 0.0267 92,154,421 4.00 $ 0.0267 46,077,210 4.08 Total 154,518,887 |
NOTE 16 - INCOME TAXES (Tables)
NOTE 16 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Total Deferred Tax | The Company’s total deferred tax asset as of December 31, 2021, and 2020 are as follows: Total Deferred Tax 2021 2020 Net operating loss carry forwards 5,246,800 4,141,015 Valuation allowance (5,246,800 ) (4,141,015 ) Net deferred tax asset — — |
Reconciliation of Income Taxes | The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended December 31, 2021 and 2020 is as follows: Reconciliation of Income Taxes 2021 2020 Income tax computed at the federal statutory rate 21 % 21 % Income tax computed at the state statutory rate 5 % 5 % Valuation allowance (26 )% (26 )% Total deferred tax asset — — |
NOTE 1. ORGANIZATION, BACKGRO_2
NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 2,795,771 | $ 6,272,910 | |
Cash and Cash Equivalents, at Carrying Value | 197,255 | 247,892 | $ 91,579 |
Cash equivalents decrease | 50,637 | ||
Working capital deficit | $ 1,103,739 | 636,179 | |
Increase in deficit | $ 467,560 |
NOTE 2. SUMMARY OF SIGNIFICAN_3
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 | Feb. 15, 2020 | |
Accounting Policies [Abstract] | ||||
Purchase price for building | 2,000,000 | |||
Cash amount of building purchase price | $ 25,000 | |||
Assumption of mortgage | 189,916 | |||
Buildings and Improvements, Gross | $ 785,823 | $ 664,412 | $ 25,000 | |
Real Estate Investment Property, at Cost | $ 475,000 | |||
[custom:YearOfDepreciationForImprovements-0] | 15 years | |||
Depreciation expense | 7,917 | |||
Payments to Develop Real Estate Assets | 121,411 | 644,412 | ||
Furniture and equipment | 26,588 | |||
Other Real Estate, Improvements | $ 135,000 | |||
Common stock value per share | $ 0.50 | |||
Other Real Estate, Non Covered, Period Increase (Decrease) | $ 13,097 | |||
Depreciation estimated useful life | 5 years | |||
Equipment value | $ 0 | |||
Loss on disposal of assets | 385,989 | |||
Accumulated depreciation before write off | 146,522 | |||
Total depreciation expense | $ 167,536 | $ 120,293 | ||
Excluded options of diluted weighted-average shares | 154,518,887 | 223,237,026 | ||
Excluded convertible securities of diluted weighted-average shares | 28,443,298 | 26,694,516 |
NOTE 3. ACCOUNTS RECEIVABLES _2
NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accounts receivables | $ 898 | $ 175 |
NOTE 4. INVENTORY (Details Narr
NOTE 4. INVENTORY (Details Narrative) | Dec. 31, 2021USD ($) |
Inventory Disclosure [Abstract] | |
Inventory written down | $ 0 |
NOTE 5. DEPOSITS (Details Narra
NOTE 5. DEPOSITS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deposit utility company | $ 530 | $ 530 |
NOTE 6. PROPERTY AND EQUIPMEN_2
NOTE 6. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Building and land appraised | $ 475,000 | ||
Depreciation period | 15 years | ||
Payments to Develop Real Estate Assets | $ 121,411 | $ 644,412 | |
[custom:EquipmentExpense1] | 26,588 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Improvements | $ 135,000 | ||
Common stock value per share | $ 0.50 | ||
Other Real Estate, Non Covered, Period Increase (Decrease) | $ 13,097 | ||
[custom:RealEstateAndAccumulatedDepreciationLifeUsedForDepreciation] | 5 years | ||
Equipment value | $ 0 | ||
Loss on disposal of assets | 385,989 | ||
Accumulated depreciation before write off | 146,522 | ||
Total depreciation expense | $ 167,536 | $ 120,293 |
Schedule of Property and Equipm
Schedule of Property and Equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 15, 2020 |
Real Estate [Abstract] | |||
Building | $ 475,000 | $ 475,000 | |
Building Improvements | 785,823 | 664,412 | $ 25,000 |
Furniture and Equipment | 752,553 | 739,459 | |
Gross fixed assets | 2,013,376 | 1,878,871 | |
Less: Accumulated Depreciation | 387,578 | 233,535 | |
Less: Impairments | 385,989 | ||
Net Fixed Assets | $ 1,239,809 | $ 1,645,336 |
NOTE 7. ACCOUNTS PAYABLE AND _3
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) | Jul. 22, 2015USD ($) |
Payables and Accruals [Abstract] | |
Final judgement | $ 71,069.37 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts payable | $ 154,758 | $ 364,922 |
Accrued expenses | 344,410 | 240,946 |
Accrued interest | 7,330 | 6,691 |
Credit cards payable | 6,568 | 24,541 |
Total payable and expenses | $ 513,065 | $ 637,100 |
NOTE 8. ACCRUED EXPENSES _ RE_2
NOTE 8. ACCRUED EXPENSES – RELATED PARTY (Details Narrative) | Dec. 31, 2021USD ($) |
Related Party Transactions [Abstract] | |
Accrued Liabilities and Other Liabilities | $ 402,347 |
Accrued Salaries | 242,308 |
Accrued interest on principal balance | 16,525 |
Due to Affiliate, Current | 133,605 |
Additional accrued interest on convertible note | 31,500 |
Principal balance of convertible note | 200,000 |
Amount owed to CFO | 100,000 |
Amount owed to Dr Rammal | 7,000 |
Amount owed to other employees | $ 5,014 |
Schedule of Outstanding Loans P
Schedule of Outstanding Loans Payable (Details) | Dec. 31, 2021USD ($) |
Loan payable | |
Short-term Debt [Line Items] | |
Note to a consultant (12%) | $ 7,250 |
Mortgage payable (5.24%) | 148,551 |
Total | 155,801 |
Accrued interest | |
Short-term Debt [Line Items] | |
Note to a consultant (12%) | 7,330 |
Mortgage payable (5.24%) | |
Total | $ 7,330 |
NOTE 9. NOTES PAYABLE AND LOA_3
NOTE 9. NOTES PAYABLE AND LOANS PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 11, 2021 | Mar. 01, 2021 | |
Debt Disclosure [Abstract] | ||||
Loan forgiven | $ 36,825 | $ 106,660 | ||
Interest Expense | $ 639 | $ 639 |
NOTE 10. LOAN PAYABLE _ RELAT_2
NOTE 10. LOAN PAYABLE – RELATED PARTY (Details Narrative) | Dec. 31, 2021USD ($) |
Note 10. Loan Payable Related Party | |
Loan by CEO interest rate | 7 |
Due to Affiliate, Current | $ 133,605 |
Accrued interest of CEO loan | $ 16,525 |
NOTE 11. CONVERTIBLE NOTES PA_2
NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2021 | |
Debt Disclosure [Abstract] | |||
Convertible note amount | $ 200,000 | ||
Annual interest rate | 700.00% | ||
Price per share of convertible note | $ 0.50 | ||
Note conversion - ownership | 1 | ||
Extended maturity of loan | 2 years | ||
Issuing warrants to purchase | 1,000,000 | ||
Warrants purchase, price per share | $ 0.05 | ||
Warrant expenses | $ 37,753 | ||
Interest expense on convertible note | $ 31,500 |
NOTE 12. CONTINGENT LIABILITI_2
NOTE 12. CONTINGENT LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Contingent liability | $ 45,625 | $ 45,625 |
NOTE 13. STOCKHOLDER_S EQUITY (
NOTE 13. STOCKHOLDER’S EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021shares | Dec. 31, 2021shares | Dec. 31, 2020shares | |
Equity [Abstract] | ||||||
Private placements sold | 2,000,000 | 15,714,287 | 55,372,219 | |||
Proceeds of private placements sold | $ | $ 385,000 | $ 50,000 | $ 550,000 | |||
Issued common stock subscribed | 190,568,582 | 26,000,000 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 164,680,119 | |||||
[custom:CommonStockSharesSubscribedButUnissued1-0] | 25,888,463 | |||||
Common Stock, Shares, Outstanding | 2,677,529,115 | 2,677,529,115 | ||||
Preferred stock issued and outstanding | 1,000,000 | 1,000,000 | ||||
[custom:OwnershipOfOutstandingSeriesAPreferredStock-0] | 100 | 100 | ||||
Perferred shares owned | 1,000,000 | 1,000,000 | ||||
Voting rights of preferred shares | 100 |
Schedule of Stock Options (Deta
Schedule of Stock Options (Details) | Dec. 31, 2021$ / sharesshares |
Outstanding 1 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.011 |
Shares Under Option/warrant | 4,000,000 |
Remaining Life in Years | 3.50 |
Outstanding 2 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 12,287,256 |
Remaining Life in Years | 2.50 |
Outstanding 3 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 92,154,421 |
Remaining Life in Years | 4 |
Outstanding 4 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 46,077,210 |
Remaining Life in Years | 4.08 |
Total Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares Under Option/warrant | 154,518,887 |
Exercisable 1 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.011 |
Shares Under Option/warrant | 4,000,000 |
Remaining Life in Years | 3.50 |
Exercisable 2 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 12,287,256 |
Remaining Life in Years | 2.50 |
Exercisable 3 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 92,154,421 |
Remaining Life in Years | 4 |
Exercisable 4 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price per Share | $ / shares | $ 0.0267 |
Shares Under Option/warrant | 46,077,210 |
Remaining Life in Years | 4.08 |
Total Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares Under Option/warrant | 154,518,887 |
NOTE 14. STOCK OPTIONS (Details
NOTE 14. STOCK OPTIONS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($)Intergershares | Dec. 31, 2020USD ($) | |
Other Liabilities Disclosure [Abstract] | ||
[custom:OptionHolders] | Interger | 5 | |
Common stock issued for options | 55,093,631 | |
Common stock surrendered | 13,624,509 | |
Stock or Unit Option Plan Expense | $ | $ 1,065,390 | $ 3,825,479 |
NOTE 15. COMMITMENTS AND CONT_2
NOTE 15. COMMITMENTS AND CONTINGENCIES (Details Narrative) | Nov. 27, 2018USD ($) | Dec. 31, 2021shares | Dec. 31, 2019USD ($)Interger | Dec. 31, 2020shares | Nov. 26, 2018USD ($)Interger$ / sharesshares |
Commitments and Contingencies Disclosure [Abstract] | |||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 175,000 | ||||
Merger cash payment | $ 90,000 | ||||
Common Stock, Shares, Issued | shares | 2,677,529,115 | 2,358,780,396 | 750,000 | ||
[custom:CommonStockSharesIssued1-0] | shares | 750,000 | ||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber1-0] | shares | 150,000 | ||||
[custom:YearsOptionExercisable-0] | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares | $ 0.50 | ||||
[custom:DiscountOfferingPrice-0] | 25 | ||||
[custom:AmountRaise-0] | $ 500,000 | ||||
[custom:AdditionalCashPayment-0] | $ 50,000 | ||||
[custom:TimeframeForPayment-0] | Interger | 30 | ||||
[custom:PercentAlloted-0] | 1 | 1 | |||
Registration Payment Arrangement, Maximum Potential Consideration | $ 50,000 | ||||
Other Income Disclosure, Nonoperating | Company’s net income for the fiscal year ended December 31, 2019, does not equal $50,000 | ||||
[custom:AggregateAmount-0] | $ 50,000 | ||||
Business Combination, Acquisition Related Costs | $ 3,500 | ||||
[custom:TermsOfContract-0] | Interger | 12 | ||||
Termination Loans, Description | a non-competition agreement pursuant to which MSM will agree to not compete with the Company during the term of his consultancy or within twelve (12) months after termination of his consultancy. |
Total Deferred Tax (Details)
Total Deferred Tax (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 5,246,800 | $ 4,141,015 |
Valuation allowance | (5,246,800) | (4,141,015) |
Net deferred tax asset |
Reconciliation of Income Taxes
Reconciliation of Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at the federal statutory rate | 21.00% | 21.00% |
Income tax computed at the state statutory rate | 5.00% | 5.00% |
Valuation allowance | (26.00%) | (26.00%) |
Total deferred tax asset |
NOTE 16 - INCOME TAXES (Details
NOTE 16 - INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 5,246,800 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 1,364,168 | |
Valuation Allowance for Impairment of Recognized Servicing Assets, Period Increase (Decrease) | $ 287,504 | $ 253,355 |
Effective Income Tax Rate Reconciliation, Deduction, Percent | 2100.00% |
NOTE 17. SUBSEQUENT EVENTS (Det
NOTE 17. SUBSEQUENT EVENTS (Details Narrative) - shares | Jan. 20, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Events [Abstract] | |||
Preferred stock assigned | 1,000,000 | 1,000,000 | 1,000,000 |