Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-31549 | ||
Entity Registrant Name | PCT LTD | ||
Entity Central Index Key | 0001119897 | ||
Entity Tax Identification Number | 90-0578516 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 4235 Commerce Street | ||
Entity Address, City or Town | Little River | ||
Entity Address, State or Province | SC | ||
Entity Address, Postal Zip Code | 29566 | ||
City Area Code | 843 | ||
Local Phone Number | 390-7900 | ||
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 | $ 12,589,934 | ||
Entity Common Stock, Shares Outstanding | 790,924,690 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 116,497 | $ 115,196 |
Accounts receivable, net | 96,022 | 349,526 |
Inventory | 36,954 | 6,188 |
Prepaid expenses | 53,090 | 274,736 |
Other current assets | 8,200 | 2,110 |
Total current assets | 310,763 | 747,756 |
PROPERTY AND EQUIPMENT, net | 762,054 | 358,719 |
OTHER ASSETS | ||
Intangible assets, net | 3,098,021 | 3,400,024 |
Operating lease right-of-use asset | 83,420 | 118,385 |
Deposits | 9,726 | |
Total other assets | 3,181,441 | 3,528,135 |
TOTAL ASSETS | 4,254,258 | 4,634,610 |
CURRENT LIABILITIES | ||
Accounts payable | 72,873 | 272,978 |
Accrued expenses – related parties | 226,844 | 139,280 |
Accrued expenses | 691,364 | 622,040 |
Deferred revenue | 1,075 | |
Operating lease liability | 42,012 | 34,965 |
Current portion of notes payable – related parties, net | 85,850 | 789,214 |
Current portion of notes payable, net | 133,144 | 384,380 |
Current portion of convertible notes payable, net | 480,808 | 1,554,503 |
Derivative liability | 3,044,034 | 7,102,801 |
Total current liabilities | 4,776,929 | 10,901,236 |
LONG-TERM LIABILITIES | ||
Convertible notes payable, net of current portion and discounts | 1,465,300 | 53,500 |
Operating lease liability, net of current portion | 41,408 | 83,420 |
TOTAL LIABILITIES | 6,283,637 | 11,038,156 |
MEZZANINE EQUITY | ||
Preferred stock series A, $0.001 par value; 1,000,000 authorized; 500,000 issued and outstanding at December 31, 2021 and 2020, respectively | 60,398 | 60,398 |
Preferred stock series B, $0.001 par value; 1,000,000 authorized; 1,000,000 issued and outstanding at December 31, 2021 and 2020, respectively | 158,247 | 158,247 |
Preferred stock series C, $0.001 par value; 1,500,000 (December 31, 2020 - 5,500,000) authorized; 1,500,000 and 40,000 issued and outstanding at December 31, 2021 and 2020, respectively | 2,250,000 | 40,000 |
TOTAL MEZZANINE EQUITY | 2,468,645 | 258,645 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value; 1,000,000,000 authorized; 790,924,690 and 722,487,846 issued and outstanding at December 31, 2021 and 2020, respectively | 790,924 | 722,488 |
Additional paid-in-capital | 24,310,045 | 23,202,933 |
Accumulated deficit | (29,598,993) | (30,587,612) |
TOTAL STOCKHOLDERS’ DEFICIT | (4,498,024) | (6,662,191) |
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT | $ 4,254,258 | $ 4,634,610 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 790,924,690 | 722,487,846 |
Common Stock, Shares, Outstanding | 790,924,690 | 722,487,846 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding | 500,000 | 500,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,500,000 | 5,500,000 |
Preferred Stock, Shares Issued | 1,500,000 | 40,000 |
Preferred Stock, Shares Outstanding | 1,500,000 | 40,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Product | $ 233,147 | $ 1,527,465 |
Licensing | 153,244 | 241,953 |
Equipment leases | 894,786 | 750,496 |
Total revenues | 1,281,177 | 2,519,914 |
OPERATING EXPENSES | ||
General and administrative | 3,204,922 | 2,485,379 |
Research and development | 38,630 | 40,429 |
Costs of product, licensing, and equipment leases | 162,171 | 1,046,627 |
Depreciation and amortization | 367,534 | 348,708 |
Total operating expenses | 3,773,257 | 3,921,143 |
Loss from operations | (2,492,080) | (1,401,229) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (472,775) | (1,384,950) |
Gain (loss) on change in fair value of derivative liability | 22,861 | (13,046,832) |
Gain on settlement of debt | 3,930,401 | 12,020,966 |
Other income | 212 | |
Total other income (expense) | 3,480,699 | (2,410,816) |
Income (loss) before income taxes | 988,619 | (3,812,045) |
Income taxes | ||
NET INCOME (LOSS) | 988,619 | (3,812,045) |
Preferred series C stock deemed dividends | (270,000) | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS’ | $ 988,619 | $ (4,082,045) |
Basic income (loss) per share | $ 0 | $ (0.01) |
Diluted income (loss) per share | $ 0 | $ (0.01) |
Basic weighted average shares outstanding | 765,752,715 | 609,029,869 |
Diluted weighted average shares outstanding | 821,476,062 | 609,029,869 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – December 31, 2019 at Dec. 31, 2019 | $ 498,881 | $ 15,872,330 | $ (26,505,567) | $ (10,134,356) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 498,880,300 | |||
Common stock issued for services | $ 30,525 | 645,594 | 676,119 | |
Stock Issued During Period, Shares, Issued for Services | 30,525,000 | |||
Common stock issued from subscriptions | $ 9,800 | 220,700 | 230,500 | |
[custom:StockIssuedDuringPeriodSharesCommonStockSubscriptions] | 9,800,000 | |||
Common stock issued in settlement of debt, related party | $ 30,250 | 1,128,475 | 1,158,725 | |
Stock Issued During Period, Shares, Other | 30,250,000 | |||
Common stock issued in conversion of convertible notes payable | $ 98,786 | 897,382 | 996,168 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 98,786,360 | |||
Common stock issued in cashless exercise of warrants | $ 9,246 | 420,702 | 429,948 | |
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 9,246,186 | |||
Common stock issued in conversion of series C preferred stock | $ 45,000 | 449,000 | 494,000 | |
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 45,000,000 | |||
Deemed dividend from beneficial conversion feature on series C preferred stock | 270,000 | (270,000) | ||
Deemed premium from conversion feature on note payable | 3,298,750 | 3,298,750 | ||
Net income | (3,812,045) | (3,812,045) | ||
Stock-based compensation | ||||
Balance – December 31, 2021 at Dec. 31, 2020 | $ 722,488 | 23,202,933 | (30,587,612) | (6,662,191) |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 722,487,846 | |||
Common stock issued for services | $ 3,750 | 100,525 | 104,275 | |
Stock Issued During Period, Shares, Issued for Services | 3,750,000 | |||
Common stock issued in settlement of debt, related party | $ 4,466 | 648,844 | 653,310 | |
Stock Issued During Period, Shares, Other | 4,466,508 | |||
Common stock issued in conversion of convertible notes payable | $ 48,000 | 116,000 | 164,000 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 48,000,000 | |||
Common stock issued in cashless exercise of warrants | $ 4,470 | 30,124 | 34,594 | |
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 4,470,336 | |||
Common stock issued in conversion of series C preferred stock | $ 4,000 | 36,000 | 40,000 | |
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | |||
Net income | 988,619 | 988,619 | ||
Common stock issued for cash | $ 3,750 | 71,250 | 75,000 | |
Sale of Stock, Number of Shares Issued in Transaction | 3,750,000 | |||
Stock-based compensation | 104,369 | 104,369 | ||
Balance – December 31, 2021 at Dec. 31, 2021 | $ 790,924 | $ 24,310,045 | $ (29,598,993) | $ (4,498,024) |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 790,924,690 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 988,619 | $ (3,812,045) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 367,534 | 348,708 |
Amortization of debt discounts | 249,171 | 436,352 |
Amortization of operating lease right-of-use asset | 48,534 | 5,229 |
Loss on disposal of property and equipment | 173,551 | |
Bad debt expense | 45,575 | |
Common stock issued for services | 521,101 | 676,119 |
(Gain) loss on change in fair value of derivative liability | (22,861) | 13,046,832 |
(Gain) loss on settlement of debt | (3,930,401) | (12,020,966) |
Stock-based compensation | 104,369 | |
Default penalties on convertible notes | 26,227 | 28,762 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 210,118 | (283,186) |
Inventory | (30,766) | 20,481 |
Prepaid expenses and deposits | (52,151) | (243,863) |
Other Assets | (6,090) | |
Deposits | 9,726 | |
Operating lease liability | (48,534) | (5,229) |
Deferred revenue | (1,075) | 1,075 |
Accounts payable | (200,105) | (42,250) |
Accrued expenses – related party | 16,663 | 54,742 |
Accrued expenses | 241,281 | 739,449 |
Net cash used in operating activities | (1,508,640) | (830,664) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (468,866) | (163,133) |
Net cash used in investing activities | (468,866) | (163,133) |
Cash Flows from Financing Activities: | ||
Proceeds from notes payable – related parties | 3,500 | |
Proceeds from notes payable | 419,575 | 695,470 |
Proceeds from convertible notes payable | 1,121,250 | 1,463,000 |
Proceeds from series C preferred stock subscriptions | 270,000 | |
Proceeds from the sale of series C preferred stock | 2,250,000 | |
Proceeds from common stock subscriptions | 75,000 | 230,500 |
Repayments of notes payable – related parties | (78,798) | (41,286) |
Repayments of notes payable | (904,341) | (716,897) |
Repayments of convertible notes payable | (903,879) | (862,907) |
Net cash provided by financing activities | 1,978,807 | 1,041,380 |
Net change in cash | 1,301 | 47,583 |
Cash and cash equivalents at beginning of year | 115,196 | 67,613 |
Cash and cash equivalents at end of year | 116,497 | 115,196 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 75,251 | 219,194 |
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Original debt discounts against notes payable | 174,435 | 223,942 |
Original debt discounts against convertible notes | 34,412 | 201,388 |
Deemed dividend from beneficial conversion feature on preferred series C stock | 270,000 | |
Common stock issued in cashless exercise of warrants | 429,948 | |
Common stock issued in conversion of convertible notes payable | 158,594 | 996,168 |
Common stock issued in conversion of notes payable | 40,000 | |
Common stock issued to settle notes payable – related parties | 653,310 | |
Initial operating lease right-of-use asset and liability | 123,614 | |
Common stock issued in conversion of preferred series C stock | 40,000 | 494,000 |
Property and equipment transferred to inventory | 26,669 | |
Right of use assets and liabilities | 52,599 | |
Settlement of debt with accounts receivable form related party | $ 43,386 |
NOTE 1. BASIS OF PRESENTATION A
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations PCT LTD., (the “Company” or “PCT LTD”), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability. On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” or “PCT Corp.”) to effect the acquisition of Paradigm as a wholly-owned subsidiary. Paradigm is located in Little River, SC, was formed June 6, 2012, and is a technology licensing company specializing in environmentally safe solutions for global sustainability. Paradigm holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food-processing equipment and medical devices. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD. to more accurately identify the Company’s direction and to develop the complementary relationship and association with its wholly-owned operating company, Paradigm. On July 11, 2021, the Company incorporated two wholly-owned subsidiaries, Disruptive Oil and Gas Technologies Corp. (“Disruptive”) and Technologies Development Corp., both in the State of Nevada. On October 20, 2021, the Company sold a 53.25% interest in Disruptive in consideration for the assignment of certain patents to Disruptive and realized no gain or loss on the sale. COVID-19 In December 2019 COVID-19 emerged in Wuhan, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to almost all other countries, including the United States, and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company's businesses and the duration for which it may have an impact cannot be determined at this time. At a minimum, the COVID-19 pandemic caused the Company to restrict travel of its personnel and to initiate distributor installations of certain of the Company's equipment, as possible. The Company adapted to the immediate need for its US EPA registered disinfectant at the end of March and beginning of April, 2020, by installing greater storage reserves and by assembling more of it higher-volume equipment to produce the hospital grade disinfectant known as Hydrolyte®. There were hard costs associated with these adaptations to the Little River, SC facility, but the Company continues to benefit from its fluid production capacities over the longer term. As the Federal, state and other restrictions associated with the pandemic have lessened, the Company is able to act more effectively in obtaining new contracts for its healthcare equipment, the Annihilyzer® and other equipment. Principles of Consolidation The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and its two wholly-owned subsidiaries, Paradigm Convergence Technologies Corporation and Technologies Development Corp. All intercompany accounts have been eliminated upon consolidation. At December 31, 2021, the Company owns a 46.25% interest in Disruptive Oil and Gas Technologies Corp., which had no material assets, liabilities or operations. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less. The cash of $ 116,497 115,196 Fair Value Measurements The Company follows ASC 820, “ Fair Value Measurements and Disclosures Level 1 - Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cashflow methodologies and similar techniques. The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2021, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 3,044,034 — — 3,044,034 Total 3,044,034 — — 3,044,034 Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 7,102,801 — — 7,102,801 Total 7,102,801 — — 7,102,801 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging 3,044,034 7,102,801 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 7 for additional information. Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors is not subject to the sequencing policy. Accounts Receivable Trade accounts receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable is periodically evaluated for collectability basis on past credit history with customers and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the Company provided an allowance for doubtful accounts of $ 0 61,825 Inventories Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value of our 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, future pricing and market conditions. As of December 31, 2021 and December 31, 2020, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold to new customers. The Company has recorded a reserve allowance of $ 0 450,151 32,580 Property and Equipment Property and equipment are stated at purchased cost and depreciated utilizing a straight-line method over estimated useful lives ranging from 3 to 7 years after the asset has been placed in service. Upon selling equipment that had been under a lease agreement, the Company discontinues the depreciation on that piece of equipment, as it transfers ownership to another entity. Additions and major improvements that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts, and any related gains or losses are recorded in the results of operations. Impairment of Long-lived Assets The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the fair value. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the long-lived assets as determined by projected discounted net future cashflows. The recorded impairment expense was $ 0 Intangible Assets Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology. Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right over their estimated useful lives, which range from 1 to 15 years. Research and Development Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design and testing of a process is completed and the process has been determined to be commercially viable. Leases The Company accounts for leases in accordance with ASC 842, “ Leases 83,420 83,420 118,385 118,385 ASC 842 requires lessors to expense costs that are not direct leasing costs, to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, “ Revenue from Contracts with Customers” The Company recognizes revenue based on the following five criteria: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has the following three revenue streams: 1) Product sales (equipment and/or fluid solutions): Contracts for product sales consist of invoices that specify the transaction price. The only performance commitment is the provision of products and the transaction price is allocated to the products specified on the invoice. The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer. 2) Licensing: The Company licenses a contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales. The Contract specifies the term, fees and/or royalty. Performance obligations include the provision of a sub-registration to use the US EPA Product Registration and/or the provision of a license to use the product for a period of time. The Company allocates the transaction price based on the relative standalone, selling price of each performance obligation. The Company’s licenses provide a right-to-use and create performance obligations, satisfied at a point in time. The Company recognizes revenue from licenses when the performance obligation is satisfied through the transfer of the license. For licenses that include royalties, the Company will recognize royalty revenue as the underlying sales or usages occur, as long as this approach does not result in the acceleration of revenue ahead of the entity’s performance. 3) Equipment leases: Contracts for equipment leases are systems service agreements, usually 3-year contracts for the provision of the Company’s equipment, and service of such, under contract to customers, with renewable terms. The Company has elected to use the practical expedient under ASC 842 and account for each separate lease component and non-lease components associated with the systems service agreements as a single combined component and as a single performance obligation entirely under ASC 606. The performance obligation consists of the provision of leased equipment and all other services under the systems service agreements. The Company recognizes revenue from the leasing of equipment and services as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment and services. This revenue-generating activity would meet the criteria for a performance obligation satisfied over time. As a result, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation. Additionally, under ASC 842, lessors are required to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date. The Company has disclosed disaggregated revenue via revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2021 or 2020, respectively. For the year ended December 31, 2021, one customer accounted for 68% of consolidated revenues for the year. For the year ended December 31, 2020, three customers accounted for 41%, 19% and 10%, respectively, of consolidated revenues for the year. Stock Based Compensation The Company records stock-based compensation in accordance with ASC 718 “ Compensation – Stock Compensation Income Taxes Deferred income taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences, which are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Basic and Diluted Loss Per Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as options, warrants, convertible notes payable, preferred series A stock and preferred series C stock. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, for the year ended December 31, 2021, there were outstanding common share equivalents which amounted to 266,287,933 shares of common stock that were not included in the calculation as their effect is anti-dilutive. For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive. Year ended Year ended December 31, 2020 Numerator: Net income (loss) $ 988,619 $ (4,082,045 ) (Gain) / Loss on change in fair value of derivative liability (728,188 ) — (Gain) / Loss on settlement of debt (3,342,759 ) — Interest expense 18,167 — Adjusted net income (loss) $ (3,064,161 ) $ (4,082,045 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 765,752,715 609,029,869 Effect of dilutive warrants 49,706,458 — Effect of convertible note weighted shares 6,016,889 — Diluted 821,476,062 609,029,869 Net income (loss) per share applicable to common shareholders: Basic $ 0.00 $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Recent Accounting Pronouncements 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 U.S. 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. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 2. GOING CONCERN
NOTE 2. GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 2. GOING CONCERN | NOTE 2. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses, an accumulated deficit of $ 29,598,993 4,466,166 The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with business growth and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations. |
NOTE 3. PROPERTY AND EQUIPMENT
NOTE 3. PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
NOTE 3. PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2021 and December 31, 2020 consisted of the following: December 31, 2021 December 31, 2020 Leasehold improvements $ 61,580 $ 18,840 Machinery and leased equipment 365,483 365,483 Leased equipment not yet in service 440,150 32,580 Office equipment and furniture 57,913 39,357 Website 2,760 2,760 Total property and equipment $ 927,886 $ 459,020 Less: Accumulated Depreciation (165,832 ) (100,301 ) Property and equipment, net 762,054 358,719 Depreciation expense was $ 65,531 44,303 52,212 39,413 0 173,551 |
NOTE 4. INTANGIBLE ASSETS
NOTE 4. INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 4. INTANGIBLE ASSETS | NOTE 4. INTANGIBLE ASSETS Intangible assets at December 31, 2021 and December 31, 2020 consisted of the following: December 31, 2021 December 31, 2020 Patents $ 4,505,489 $ 4,505,489 Technology rights 200,000 200,000 Intangible, at cost 4,705,489 4,705,489 Less: Accumulated amortization (1,607,468 ) (1,305,465 ) Net Carrying Amount $ 3,098,021 $ 3,400,024 Amortization expense was $ 302,003 293,670 8,333 304,405 294,474 9,931 Estimated Future Amortization Expense: $ For year ending December 31, 2022 302,003 For year ending December 31, 2023 302,003 For year ending December 31, 2024 302,003 For year ending December 31, 2025 302,003 For year ending December 31, 2026 302,003 Thereafter 1,588,006 Total 3,098,021 |
NOTE 5 _ LEASES
NOTE 5 – LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
NOTE 5 – LEASES | NOTE 5 – LEASES On August 26, 2020, the Company signed a new one-year lease for the Company headquarters and operations located in Little River, South Carolina. The lease was effective retroactively from July 1, 2020, ending on June 30, 2021, for $ 7,500 7,650 On October 19, 2020, the Company entered into a building lease with a three-year term and an effective date of November 1, 2020. The lease requires the Company to make payments of $ 4,500 54,000 On March 15, 2021, the Company entered into a building lease with a two-year term and an effective date of April 1, 2021. The lease required the Company to make payments of $ 2,750 19,250 39,030 At December 31, 2021, the weighted average remaining operating lease term was 1.83 years and the weighted average discount rate associated with operating leases was 18.5%. The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: 2021 $ 2020 $ Total operating lease cost 73,250 10,458 The following table provides supplemental cashflow and other information related to leases for the year ended December 31, 2021 and 2020: 2021 $ 2020 $ Lease payments 164,150 9,000 Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 are as below: 2021 $ 2020 $ Cost 176,213 123,614 Accumulated amortization (53,763) (5,229) Impairment (39,030) — Net carrying value 83,420 118,385 Future minimum lease payments related to lease obligations are as follows as of December 31, 2021: $ 2022 54,000 2023 45,000 Total minimum lease payments 99,000 Less: amount of lease payments representing effects of discounting (15,580) Present value of future minimum lease payments 83,420 Less: current obligations under leases (42,012) Lease liabilities, net of current portion 41,408 |
NOTE 6. NOTES PAYABLE
NOTE 6. NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 6. NOTES PAYABLE | NOTE 6. NOTES PAYABLE The following tables summarize notes payable as of December 31, 2021 and December 31, 2020: Type Original Amount Origination Date Maturity Date Effective Annual Interest Rate Balance at December 31, 2021 Balance at December 31, 2020 Note Payable (a)** $ 25,000 05/08/2017 06/30/2018 0 % $ 22,500 $ 27,500 Note Payable (b) $ 8,700 11/15/2018 06/30/2019 10 % $ - $ 8,700 Note Payable ** $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ 110,644 Note Payable (c) $ 199,500 10/01/2020 09/28/2021 66 % $ - $ 149,573 Note Payable (d) $ 126,000 11/03/2020 04/23/2021 166 % $ - $ 85,050 Note Payable (e) $ 113,980 11/04/2020 03/15/2021 210 % $ - $ 65,988 Note Payable (f) $ 177,800 01/02/2021 07/12/2021 116 % $ - $ - Note Payable (g) $ 111,920 03/09/2021 05/21/2021 220 % $ - $ - Note Payable (h) $ 29,686 03/09/2021 Demand 34 % $ - $ - Note Payable (i) $ 222,400 06/01/2021 Demand 181 % $ - $ - Note Payable (j) $ 87,000 06/29/2021 Demand 211 % $ - $ - Sub-total $ 133,144 $ 447,455 Debt discount $ - $ (63,075 ) Balance, net $ 133,144 $ 384,380 Less current portion $ (133,144 ) $ (384,380 ) Total long-term $ - $ - ** Currently in default a) On July 19, 2021, the Company repaid the principal amount of $ 5,000 leaving a note balance of $ 22,500 . b) On July 19, 2021, the Company repaid the principal amount of $ 8,700 leaving a note balance of $ 0 . c) On October 1, 2020, the Company sold future receivables with a non-related party for $ 199,500 , of which $ 53,250 was loan fees and original issue discount resulting in cash proceeds to the Company of $ 146,250 . The advance is to be repaid through weekly payments of $ 3,841 . In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $ 30,642 of the discount was amortized to expense, and the note was repaid leaving a note balance of $ 0 . d) On November 3, 2020, the Company sold future receivables with a non-related party for $ 126,000 , of which $ 39,650 was loan fees and original issue discount resulting in cash proceeds to the Company of $ 86,350 . The advance is to be repaid through $ 1,050 daily payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $ 18,944 of the discount was amortized to expense, and the remaining $ 85,050 was repaid leaving a note balance of $ 0 . e) On November 4, 2020, the Company sold future receivables with a non-related party for $ 113,980 , of which $ 34,440 was loan fees and original issue discount resulting in cash proceeds to the Company of $ 79,540 . The advance is to be repaid through $ 5,999 weekly payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $ 13,489 of the discount was amortized to expense, and the remaining $ 65,988 was repaid leaving a note balance of $ 0 . f) On January 2, 2021, the Company sold future receivables with a non-related party for $ 177,800 , of which $ 39,795 was loan fees and original issue discount resulting, and $ 35,994 was paid to settle the loan described in Note (e) in cash proceeds to the Company of $ 102,011 . The advance is to be repaid through $ 7,730 weekly payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $ 39,795 of the discount was amortized to expense, and the remaining $ 46,383 was settled through a payment of $ 43,600 resulting in a gain on settlement of debt of $ 2,783 and a note balance of $ 0 . g) On March 9, 2021, the Company sold future receivables with a non-related party for $ 111,920 , of which $ 35,120 was loan fees and original issue discount resulting in cash proceeds to the Company of $ 76,800 . The advance is to be repaid through $ 1,399 weekly payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $ 35,120 of the discount was amortized to expense, and $ 111,920 was repaid leaving a note balance of $ 0 . h) On March 9, 2021, the Company sold future receivables with a non-related party for $ 29,686 , of which $ 10,120 was loan fees and original issue discount resulting in cash proceeds to the Company of $ 19,566 . During the year ended December 31, 2021, $ 10,120 of the discount was amortized to expense and $ 29,686 was repaid, leaving a note balance of $ 0 . i) On June 1, 2021, the Company sold future receivables with a non-related party for $ 222,400 , of which $ 8,000 was attributable to loan fees and $ 62,400 to original issue discount resulting in cash proceeds to the Company of $ 152,000 . The advance is to be repaid through weekly payments of $ 8,554 . In connection with the advance, the Company granted the lender a security interest and all past, present, and future assets of the Company. During the year ended December 31, 2021, $ 70,400 of the discount was amortized to expense, and $ 222,400 was repaid leaving a net note balance of $ 0 j) On June 29, 2021, the Company sold future receivables with a non-related party for $ 87,000 , of which $ 27,000 was loan fees and original issue discount resulting in cash proceeds to the Company of $ 60,000 . During the year ended December 31, 2021, $ 23,041 of the discount was amortized to expense, and $ 87,000 was repaid leaving a net note balance of $ 0 The following table summarizes notes payable, related parties as of December 31, 2021 and December 31, 2020: Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2021 Balance at December 31, 2020 Note Payable, RP (k) $ 30,000 04/10/2018 01/15/2019 3 % $ - $ 30,000 Note Payable, RP (l) $ 380,000 06/20/2018 01/02/2020 8 % $ - $ 380,000 Note Payable, RP (m) $ 350,000 06/20/2018 01/02/2020 5 % $ - $ 285,214 Note Payable, RP (n)** $ 17,000 06/20/2018 01/02/2020 5 % $ 10,000 $ 17,000 Note Payable, RP (o) $ 50,000 07/27/2018 11/30/2018 8 % $ 10,850 $ 50,000 Note Payable, RP (p) $ 5,000 10/09/2018 Demand 0 % $ - $ 5,000 Note Payable, RP (q) $ 5,000 10/19/2018 Demand 0 % $ - $ 5,000 Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000 Note Payable, RP (r) $ 2,000 02/11/2020 Demand 0 % $ - $ 2,000 Note Payable, RP (m) $ 84,034 02/16/2021 Demand 5 % $ 50,000 $ - Subtotal $ 85,850 $ 789,214 Debt discount $ - $ - Balance, net $ 85,850 $ 789,214 Less current portion $ (85,850 ) $ (789,214 ) Total long-term $ - $ - ** Currently in default k) During the year ended December 31, 2021, the Company made several payments to repay the principal amount of $ 30,000 leaving a note balance of $ 0 . l) On February 16, 2021, the Company issued 2,663,299 shares of common stock to settle a June 20, 2018, note payable of $ 380,000 and accrued interest of $ 26,153 owed to the current COO and Director of the Company. The Company recognized the fair value of the shares issued of $ 74,572 and due to the related party nature of the transaction no gain was recognized for the difference between the fair value of the shares and the extinguished debt. The resulting difference was recorded as Additional Paid-in Capital in the amount of $ 328,919 . m) On February 16, 2021, the Company issued 1,803,279 shares of common stock to settle $ 247,270 from a $ 275,000 note payable dated June 20, 2018, which has a balance of $ 331,304 , including interest, to the current Chairman and CEO of the Company. The Company also agreed to issue a new note for the remaining balance owed to the Chairman and CEO of $ 84,034 , dated February 16, 2021. The note will bear interest at 5 % per annum and is due on June 30, 2021. The Company recognized the fair value of the shares issued of $ 50,492 and due to the related party nature of the transaction no gain was recognized for the difference between the fair value of the shares and the extinguished debt. The resulting difference was recorded as Additional Paid-in Capital in the amount of $ 194,861 . During the year ended December 31, 2021, the Company made several payments to repay the principal amount of $ 34,034 leaving a note balance of $ 50,000 . n) During the year ended December 31, 2021, the Company made several payments to repay the principal amount of $ 7,000 leaving a note balance of $ 10,000 . o) During the year ended December 31, 2021, the Company made several payments to repay the principal amount of $ 39,150 10,850 p) On September 23, 2021, the Company repaid the principal amount of $ 5,000 0 q) During the year ended December 31, 2021, the Company made several payments to repay the principal amount of $ 5,000 0 r) On September 23, 2021, the Company repaid the principal amount of $ 2,000 0 The following table summarizes convertible notes payable as of December 31, 2021 and December 31, 2020: Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at September 30, 2021 Balance at December 31, 2020 Convertible Note Payable (s) $ 65,000 12/06/2018 12/06/2019 12 % $ - $ 46 Convertible Note Payable (t) $ 75,000 03/18/2019 12/13/2019 24 % $ - $ 177,795 Convertible Note Payable (u) $ 30,000 03/06/2020 03/05/2021 12 % $ - $ 21,662 Convertible Note Payable (v) $ 150,000 04/10/2020 04/09/2021 12 % $ 25,000 $ 165,000 Convertible Note Payable (w) $ 300,000 08/27/2020 07/31/2021 12 % $ 270,000 $ 300,000 Convertible Note Payable (x) $ 53,500 09/22/2020 03/21/2022 12 % $ - $ 53,500 Convertible Note Payable (y) $ 87,500 09/24/2020 Demand 8 % $ - $ 40,000 Convertible Note Payable (z) $ 200,000 10/07/2020 10/06/2021 5 % $ - $ 200,000 Convertible Note Payable (aa) $ 200,000 10/16/2020 10/15/2021 5 % $ - $ 200,000 Convertible Note Payable (bb) $ 300,000 11/11/2020 11/10/2021 5 % $ - $ 300,000 Convertible Note Payable (cc) $ 150,000 12/29/2020 12/28/2021 5 % $ - $ 150,000 Convertible Note Payable (dd) $ 150,000 01/27/2021 01/27/2022 5 % $ - $ - Convertible Note Payable (ee) $ 128,000 02/22/2021 02/22/2022 12 % $ - $ - Convertible Note Payable (ff) $ 200,000 03/18/2021 03/18/2022 5 % $ - $ - Convertible Note Payable (gg) $ 83,000 03/26/2021 03/26/2022 12 % $ - $ - Convertible Note Payable (hh) $ 43,000 04/05/2021 04/05/2022 12 % $ - $ - Convertible Note Payable (ii) $ 200,000 04/14/2021 04/14/2022 5 % $ - $ - Convertible Note Payable (jj) $ 128,000 05/03/2021 05/03/2022 12 % $ - $ - Convertible Note Payable (kk) $ 226,162 11/04/2021 11/04/2022 19 % $ 203,546 $ - Convertible Note Payable (ll) $ 1,465,300 11/30/2021 11/30/2023 5 % $ 1,465,300 $ - Subtotal $ 1,963,846 $ 1,608,003 Debt discount $ (17,738 ) $ - Balance, net $ 1,946,108 $ 1,608,003 Less current portion $ (480,808 ) $ (1,554,503 ) Total long-term 1,465,300 53,500 * Embedded conversion feature accounted for as a derivative liability at period end s) During the year ended December 31, 2021, the Company settled the remaining outstanding debt of $ 46 1,863 t) During the year ended December 31, 2021, the Company repaid $ 70,000 of the convertible note payable and settled the remaining outstanding debt of $ 107,795 76,569 40,000 and the issuance of 8,000,000 shares of common stock at a fair value of $ 124,000 resulting in a gain on settlement of debt of $ 20,364 . u) On May 7, 2021, the Company deemed in the best interest to settle the convertible debt with a non-related party and allow for the cashless exercise to purchase 1,921,875 shares of the Company's common stock at the rate of $ 0.032 per share. In addition, the non-related party shall release 60,072,853 shares to the agreed upon payment terms of $ 36,994 cash. During the year ended December 31, 2021, the Company incurred additional default penalties of $ 15,174 on the convertible note and settled the outstanding debt of $ 36,836 and accrued interest of $ 3,657 through a cash payment of $ 36,994 and the cashless exercise to purchase 1,921,875 shares of the Company's common stock with a fair value of $ 34,594 resulting in a loss on settlement of debt of $ 31,095 . v) On April 10, 2020, the Company entered into a convertible promissory note with a non-related party for $ 150,000 , of which $ 18,000 was an original issue discount resulting in cash proceeds to the Company of $ 132,000 . The note is due on April 9, 2021 and bears interest on the unpaid principal balance at a rate of 12 % per annum. The Note may be converted by the Lender at any time into shares of Company's common stock at a conversion price equal to 65% of the lowest trading price during the 25-trading day period prior to the conversion date. Further, if at any time the stock price is less than $0.30, an additional 20% discount is applied and if at any time the conversion price is less than $0.01 an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the year, all these additional discounts were triggered. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $ 507,847 and resulted in a discount to the note payable of $ 132,000 and an initial derivative expense of $ 375,847 . During the year ended December 31, 2020, the Company incurred $ 15,000 of penalties which increased the principal amount of the note to $ 165,000 . During the year ended December 31, 2021, the Company settled $ 140,000 of outstanding debt through cash payments totaling $ 125,000 15,000 25,000 . w) During the year ended December 31, 2021, the Company repaid $ 30,000 of the note, leaving a note balance of $ 270,000 . x) On September 22, 2020, the Company entered into a convertible promissory note with a non-related party for $ 53,500 , of which $ 3,500 was an original issue discount resulting in cash proceeds to the Company of $ 50,000 . The note is due on March 21, 2022 and bears interest on the unpaid principal balance at a rate of 12 % per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. During the year ended December 31, 2021 the Company repaid the $ 53,500 note as well as $ 25,882 of interest and prepayment penalties. As the note was repaid prior to becoming convertible no derivative liability was recognized. y) During the year ended December 31, 2021 the Company issued 25,000,000 common shares upon the conversion of $ 25,000 of the convertible note payable, leaving a note balance of $ 15,000 . On October 11, 2021, the Company issued 15,000,000 common shares upon the conversion of the remaining $ 15,000 of the convertible note payable, leaving a note balance of $ 0 z) On October 7, 2020, the Company entered into a convertible promissory note with a non-related party for $ 200,000 . The note is due on October 6, 2021 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.20. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). aa) On October 16, 2020, the Company entered into a convertible promissory note with a non-related party for $ 200,000 . The note is due on October 15, 2021 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.20. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). bb) On November 11, 2020, the Company entered into a convertible promissory note with a non-related party for $ 300,000 . The note is due on November 10, 2021 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.15. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). cc) On December 29, 2020, the Company entered into a convertible promissory note with a non-related party for $ 150,000 . The note is due on December 28, 2021 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.10. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). dd) On January 27, 2021, the Company entered into a convertible promissory note with a non-related party for $ 150,000 . The note is due on January 26, 2022 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The note may be converted by the lender at any time before 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to $0.10. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). ee) On February 22, 2021, the Company entered into a convertible promissory note with a non-related party for $ 128,000 , of which $ 3,000 was an original issue discount resulting in cash proceeds to the Company of $ 125,000 . The note is due on February 22, 2022 and bears interest on the unpaid principal balance at a rate of 12 % per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. During the year ended December 31, 2021 the Company repaid the $ 128,000 note as well as $ 51,000 of interest and prepayment penalties. As the note was repaid prior to becoming convertible no derivative liability was recognized. ff) On March 18, 2021, the Company entered into a convertible promissory note with a non-related party for $ 200,000 . The note is due on March 17, 2022 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The note may be converted by the lender at any time before 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to $0.10. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). gg) On March 26, 2021, the Company entered into a convertible promissory note with a non-related party for $ 83,000 , of which $ 3,000 was an original issue discount resulting in cash proceeds to the Company of $ 80,000 . The note is due on March 24, 2022 and bears interest on the unpaid principal balance at a rate of 12 % per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. During the year ended December 31, 2021 the Company repaid the $ 83,000 note as well as $ 39,694 of interest and prepayment penalties. As the note was repaid prior to becoming convertible no derivative liability was recognized. hh) On April 5, 2021, the Company entered into a convertible promissory note with a non-related party for $ 43,000 , of which $ 3,000 was an original issue discount resulting in cash proceeds to the Company of $ 40,000 . The note is due on April 5, 2022 and bears interest on the unpaid principal balance at a rate of 12 % per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. During the year ended December 31, 2021 the Company repaid the $ 43,000 note as well as $ 12,270 of interest and prepayment penalties. As the note was repaid prior to becoming convertible no derivative liability was recognized. ii) On April 14, 2021, the Company entered into a convertible promissory note with a non-related party for $ 200,000 . The note is due on April 14, 2022 and bears interest on the unpaid principal balance at a rate of 5 % per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.10. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll). jj) On May 3, 2021, the Company entered into a convertible promissory note with a non-related party for $ 128,000 , of which $ 3,000 was an original issue discount resulting in cash proceeds to the Company of $ 125,000 . The note is due on May 3, 2022 and bears interest on the unpaid principal balance at a rate of 12 % per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. On November 5, 2021, the Company repaid the $ 128,000 note as well as $ 61,952 of interest and prepayment penalties. kk) On November 4, 2021, the Company entered into a convertible promissory note with a non-related party for $ 226,162 22,412 2,500 201,250 25,204 ll) On November 30, 2021, the Company issued a new convertible promissory note with a non-related party that extinguished seven previous convertible promissory notes payable with the same party with an aggregate principal balance owing of $ 1,400,000 65,300 1,465,300 5 The Company assessed the extinguishment of the seven previous convertible notes payable under ASC 470 and determined that the guidance under troubled debt restructuring should apply. Per ASC 470-60-35-5, a debtor in a troubled debt restructuring involving only modification of terms of a payable—that is, not involving a transfer of assets or grant of an equity interest—shall account for the effects of the restructuring prospectively from the time of restructuring, and shall not change the carrying amount of the payable at the time of the restructuring unless the carrying amount exceeds the total future cash payments specified by the new terms. As the future undiscounted cash flows were greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed (that is, no gain recognized). |
NOTE 7 _ DERIVATIVE LIABILITIES
NOTE 7 – DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Note 7 Derivative Liabilities | |
NOTE 7 – DERIVATIVE LIABILITIES | NOTE 7 – DERIVATIVE LIABILITIES The embedded conversion option of (1) the convertible notes payable described in Note 6; (2) warrants; contain conversion features that qualify for embedded derivative classification. The fair value of the liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. Upon the issuance of the convertible notes payable described in Note 6, the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company's previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election, including the warrants described in Note 10, qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The table below sets forth a summary of changes in the fair value of the Company's Level 3 financial liabilities. December 31, December 31, Balance at the beginning of period $ 7,102,801 $ 10,517,873 Original discount limited to proceeds of convertible notes — 166,000 Settlement of derivative instruments (4,035,906 ) (16,824,669 ) Change in fair value of embedded conversion option (22,861 ) 13,243,597 Balance at the end of the period $ 3,044,034 $ 7,102,801 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option and warrant liabilities as their fair values were determined by using the Binomial Model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 212 358 % 0.25 1.47 % 0 % 1.00 5.00 At December 31, 2021 117 240 % 0.39 1.12 % 0 % 1.00 3.65 The Company uses Level 3 inputs for its valuation methodology for the preferred series A stock liability as their fair values were determined by using the Binomial Model based on various assumptions. |
NOTE 8 - STOCKHOLDERS_ DEFICIT
NOTE 8 - STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
NOTE 8 - STOCKHOLDERS’ DEFICIT | NOTE 8 - STOCKHOLDERS’ DEFICIT Preferred Stock Effective March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 0.001 Series A Preferred Shares On December 1, 2018, the Company's Board of Directors authorized an offering for 1,000,000 Preferred Series "A" stock at $ 0.10 per share and with 100% regular or cashless exercise at $0.10 per share of common stock warrant coverage. At December 31, 2018, the Company received $ 60,000 of subscriptions for the issuance of 600,000 shares of Preferred Series "A" stock to three accredited investors who are related parties. The Company was unable to issue the subscriber the preferred shares until the Company filed a Certificate of Designation and the Preferred Series "A" stock has been duly validly authorized. Resulting in a preferred stock liability related to the Company's commitment to issue shares of Series A stock upon the designation. On April 12, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 1,000,000 shares of its authorized preferred stock as Series A Convertible Preferred Stock. The principal terms of the Series A Preferred Shares are as follows: Issue Price The stated price for the Series A Preferred shall be $0.10 per share. Redemption This Company may at any time following the first anniversary date of issuance (the “Redemption Date”), at the option of the Board of Directors, redeem in whole or in part the Shares by paying in cash in exchange for the Shares to be redeemed a price equal to the Original Series A Issue Price ($0.10) (the “Redemption Price”). Any redemption affected pursuant to this provision shall be made on a pro rata basis among the holders of the Shares in proportion to the number of the shares then held by them. Dividends None. Preference of Liquidation In the event of any liquidation, dissolution or winding up of the Company, the holders of Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company, to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $0.10 for each outstanding Share (the “Original Series A Issue Price”) and (ii) an amount equal to 6% of the Original Series A Issue Price for each 12 months that has passed since the date of issuance of any Shares (such amount being referred to herein as the “Premium”). For purposes of this provision, a liquidation, dissolution or winding up of this Company shall be deemed to be occasioned by, or to include, (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (B) a sale of all or substantially all of the assets of the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise), hold at least 50% of the voting power of the surviving or acquiring entity. If upon the occurrence of such liquidation, dissolution or winding up event, the assets and funds thus distributed among the holders of the Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of preferred stock that may from time to time come into existence, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Shares in proportion to the preferential amount each such holder is otherwise entitled to receive. In any of such liquidation, dissolution or winding up event, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: A. Securities not subject to investment letter or other similar restrictions on free marketability (covered by (B) below): 1) If traded on a securities exchange (NASDAQ, AMEX, NYSE, etc.), the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; 2) If traded on a quotation system, such as the OTC:QX, OTC:QB or OTC Pink Sheets, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and 3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock. B. The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock. Voting The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares. Conversion Each Share shall be convertible into shares of the Company’s Common Stock at a price per share of $0.10 (1 Share converts into 1 share of Common Stock), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth day prior to the Redemption Date, if any, as may have been fixed in any Redemption Notice with respect to the Shares, at the office of this Company or any transfer agent for such stock. Each Share shall automatically be converted into shares of Common Stock on the first day of the thirty-sixth (36th) month following the original issue date of the shares at the Conversion Price per share. The Company was unable to issue the subscribers the preferred shares until the Company filed a Certificate of Designation and the Preferred Series “A” stock had been duly validly authorized. As the Company had not filed the Certificate of Designation and as the Company could not issue the preferred shares to settle the proceeds received, it was determined the subscriptions were settleable in cash. As a result, the Company classified the subscriptions received as a liability in accordance with ASC 480 Distinguishing Liabilities from Equity. The filing of the Certificate of Designation and issuance of the preferred shares resulted in the reclassification of the Series A Preferred Shares from a liability to temporary equity or “mezzanine” because the preferred shares include the liquidation preferences described above. The fair value of the preferred series A stock on April 12, 2019 was $ 60,398 As of December 31, 2021 and 2020, there were 500,000 Series B Preferred Shares Effective August 13, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State thereby designating 1,000,000 Voting Rights Holders of the Series B Preferred Stock shall be entitled to cast five hundred (500) votes for each share held of the Series B Preferred Stock on all matters presented to the stockholders of the Corporation for stockholder vote which shall vote along with holders of the Corporation’s Common Stock on such matters. Redemption Rights The Series B Preferred Stock shall be redeemed by the Corporation upon the successful receipt by the Corporation of at least $1,000,000 in equity capital following the issuance of the Series B Preferred Stock. The Company has received in excess of $1,000,000 of equity capital during the year ended December 31, 2021, and the redemption right has been triggered. However, to date the Company has not exercised the redemption rights to redeem the Series B Preferred Stock and currently has no plans to do so. Conversion Rights The Series B Preferred Stock is not convertible into shares of Common Stock of the Corporation. Protective Provisions So long as any shares of Series B Preferred Stock are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the Holders of the Series B Preferred Stock which is entitled, other than solely by law, to vote with respect to the matter, and which Preferred Stock represents at least a majority of the voting power of the then outstanding shares of such Series B Preferred Stock: a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of; b) alter or change the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares; c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock; d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Series B Preferred Stock with respect to dividends or upon liquidation, or (ii) having rights similar to any of the rights of the Series B Preferred Stock; or e) amend the Corporation’s Articles of Incorporation or bylaws. Dividends None. Preference of Liquidation None. Upon designation, the Company issued 500,000 shares of the Series B preferred stock to each of its current CEO/Chairman and COO/Director ( 1,000,000 shares in total) pursuant to their employment agreements. As the Series B Preferred Shares represent share-based payments that are not classified as liabilities but that could require the employer to redeem the equity instruments for cash or other assets, the Company classified the initial redemption amount of the shares of $ 158,247 as temporary equity or "mezzanine". As of December 31, 2021 and 2020, there were 1,000,000 Series C Preferred Shares Effective September 18, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 5,500,000 The number of shares constituting the Series C Convertible Preferred Stock shall be 5,500,000 Conversion Rights Each Share shall be convertible into shares of the Company’s Common Stock at a price per share of $0.01 (1 Share converts into 100 shares of Common Stock) (the “Conversion Price”), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth (5th) day prior to the redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office of this Company or any transfer agent for such stock. Voting Rights The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares. Protective Provisions So long as any Shares are outstanding, this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of Shares which is entitled, other than solely by law, to vote with respect to the matter, and which Shares represents at least a majority of the voting power of the then outstanding Shares: a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of; b) alter or change the rights, preferences or privileges of the Shares so as to affect adversely the Shares; c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock; d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Shares with respect to liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or e) amend the Company’s Articles of Incorporation or bylaws. Other Rights There are no other rights, privileges or preferences attendant or relating to in any way the Shares, including by way of illustration but not limitation, those concerning dividend, ranking, other conversion, other redemption, participation or anti-dilution rights or preferences. As conversion of the Series C Preferred Shares is not within the control of the Company, and it is not certain that the Company could satisfy its obligation to deliver shares upon conversion, the Series C Preferred Shares were classified in temporary equity or "mezzanine". On February 7, 2020, the Company extinguished a promissory note and convertible note, including accrued interest, through the issuance of 220,000 264,000 220,000 44,000 During the year ended December 31, 2020, the Company sold 270,000 270,000 270,000 270,000 During the year ended December 31, 2020, 450,000 45,000,000 At December 31, 2020, there were 40,000 Series C Preferred Shares issued and outstanding, valued at $ 1 per share or $ 40,000 . On February 15, 2021, the remaining 40,000 4,000,000 Effective December 1, 2021, the Company filed an Amended and Restated Certificate of Designation with the Nevada Secretary of State designating 1,500,000 The amended number of shares constituting the Series C Convertible Preferred Stock shall be 1,500,000 Amended Conversion Rights Each Share shall be convertible into shares of the Company’s Common Stock at a price per share of $0.015 (1 Share converts into 150 shares of Common Stock) (the “Conversion Price”), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth (5th) day prior to the redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office of this Company or any transfer agent for such stock. During the year ended December 31, 2021, the Company sold 1,500,000 1.50 2,250,000 At December 31, 2021, 1,500,000 Common Stock The authorized shares of common stock consists of 1,000,000,000 0.001 790,924,690 722,487,846 On January 4, 2021, the Company issued 25,000,000 40,000 On February 15, 2021, 40,000 shares of preferred series C stock was converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 4,000,000 shares of common stock. On February 16, 2021, the Company issued 1,803,279 247,270 275,000 331,304 On February 16, 2021, the Company issued 2,663,299 380,000 26,153 On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services through May 31, 2021 in consideration for $ 5,000 2,500,000 0.0001 62,750 On May 7, 2021, the Company issued 1,921,875 On May 27, 2021, the Company issued 1,000,000 18,990 On June 2, 2021, the Company issued 3,750,000 common shares for cash proceeds of $ 75,000 . On June 30, 2021, the Company received cash proceeds of $ 100,000 5,000,000 0.02 66,667 1.50 On September 1, 2021, the Company issued 8,000,000 21,000 88,795 26,153 20,364 On September 10, 2021, the Company issued 2,000,000 common shares pursuant to a general release agreement dated July 23, 2021 with a former employee of the Company. The fair value of the common stock was $ 28,400 . On October 12, 2021, the Company issued 15,000,000 0 On December 14, 2021, the Company issued 2,548,461 |
NOTE 9 _ STOCK OPTIONS
NOTE 9 – STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Note 9 Stock Options | |
NOTE 9 – STOCK OPTIONS | NOTE 9 – STOCK OPTIONS On March 1, 2021, the Company granted stock options to a consultant to purchase 2,500,000 0.0001 On September 1, 2021, the Company granted stock options to the CFO of the Company to purchase 6,000,000 0.015 0.10 2,000,000 1,000,000 The Company did not grant any stock options during the year ended December 31, 2020. Below is a table summarizing the options issued and outstanding as of December 31, 2021: Number of Weighted average exercise price Balance, December 31, 2020 200,000 2.00 Granted 8,500,000 0.034 Expired — — Settled (200,000 ) 2.00 Balance, December 31, 2021 8,500,000 0.034 Exercisable 4,500,000 0.007 As at December 31, 2021, the following stock options were outstanding: Date Number Number Exercise Price Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable $ Life (Years) Date Exercised 03/01/2021 2,500,000 2,500,000 0.0001 0.16 03/01/2022 250 09/01/2021 2,000,000 2,000,000 0.015 4.67 08/31/2026 30,000 09/01/2021 1,000,000 — 0.03 5.67 08/31/2027 30,000 09/01/2021 1,000,000 — 0.05 6.67 08/31/2028 50,000 09/01/2021 1,000,000 — 0.075 7.67 08/31/2029 75,000 09/01/2021 1,000,000 — 0.10 8.67 08/31/2030 100,000 8,500,000 4,500,000 $ 285,250 The weighted average exercise prices are $ 0.034 0.007 29,500 |
NOTE 10 _ WARRANTS
NOTE 10 – WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Note 10 Warrants | |
NOTE 10 – WARRANTS | NOTE 10 – WARRANTS The Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible instruments. The initial fair value of the warrants issued during the period was calculated using the Binomial Model as described in Note 7. The following table summarizes the continuity of share purchase warrants: Number of Weighted average exercise price Balance, December 31, 2020 260,500,000 0.00283 Cancelled (140,935,268 ) 0.00035 Granted — — Exercised (4,515,874 ) 0.00035 Balance, December 31, 2021 115,048,858 0.00597 As at December 31, 2021, the following share purchase warrants were outstanding: Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 12/3/2018 500,000 500,000 0.10 1.93 12/3/2023 50,000 3/31/2019 104,548,858 * 104,548,858 * 0.00035 * 2.20 03/13/2024 36,592 8/26/2020 10,000,000 * 10,000,000 * 0.06 * 3.65 8/26/2025 600,000 115,048,858 115,048,858 $ 686,592 *The number of warrants outstanding and exercisable is variable based on adjustments to the exercise price of the warrant due to dilutive issuances. The intrinsic value of warrants outstanding at December 31, 2021 was $ 1,207,587 |
NOTE 11 _ RELATED PARTY TRANSAC
NOTE 11 – RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 11 – RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, accrued rent, accrued interest, notes payable and stock options. See Notes to Financial Statements numbers 6, 8, 9 and 12 for more details. |
NOTE 12 _ COMMITMENTS AND CONTI
NOTE 12 – COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 12 – COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Consulting Agreements On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide consulting services to the Company in various marketing and management matters for a period of three months. In consideration for the services performed by the consultant, the Company agreed to compensate the consultant $ 5,000 2,500,000 0.0001 The Company also uses the professional services of securities attorneys, a US EPA specialist, professional accountants and other public-company specialists. Employment Agreements – On January 1, 2021, the Company entered into an employment agreement with the CEO of the Company for an initial term of one year, renewable on a month-to-month basis. The terms of the contract call for an annual salary of $ 50,000 On February 15, 2021, the Company entered into Separation and Settlement Agreement with an officer and director of the Company to terminate a previous employment agreement. As part of the terms of the settlement, the Company agreed to issue 5,108,197 143,030 On May 5, 2021, the Company entered into an employment agreement with a recently appointed officer, for an initial term of three years. The terms of the contract call for an annual salary of $ 70,000 and the issuance of 1,000,000 shares of common stock. The fair value of the common stock was $ 18,990 . On July 16, 2021, the officer resigned. On September 1, 2021, the Company entered into an employment agreement with the CFO of the Company for an initial term of four years. The terms of the contract call for an annual salary of $ 75,000 6,000,000 Other Obligations and Commitments – Other than the above, there are no new obligation or commitments during the year ending December 31, 2021. |
NOTE 13 _ INCOME TAXES
NOTE 13 – INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
NOTE 13 – INCOME TAXES | NOTE 13 – INCOME TAXES There was no provision for, or benefit from, income tax during the years ended December 31, 2021 and 2020 respectively. The Company was subject to United States federal and state income taxes at an approximate rate of 21% for the year ended December 31, 2021. The components of the net deferred tax asset as of December 31, 2021 and 2020: For the year ended December 31, 2021 2020 Net operating loss carry forwards $ 6,682,076 $ 6,889,686 Stock/options issued for services (644,255 ) (512,905 ) Stock/options issued for acquisitions (106,856 ) (106,856 ) Loss on settlement of debt 3,335,560 2,510,180 Contributed services (77,997 ) (77,997 ) Depreciation and amortization (396,763 ) (319,583 ) Meals and Entertainment (1,809 ) (1,809 ) Loss on change in fair value of conversion features (5,493,410 ) (5,498,210 ) Accretion of discount on convertible note (316,230 ) (261,970 ) Loss on preferred share liability (2,490 ) (2,490 ) Valuation allowance $ (2,977,826 ) $ (2,618,046 ) Net Deferred Tax Asset $ — $ — Federal and state net operating loss carry forwards at December 31, 2021 were $ 11,935,362 The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pretax loss with the provision for income taxes for the years ended December 31, 2021 and 2020, respectively: For the Years Ended December 31, 2021 2020 Book income (loss) from operations $ 207,610 $ (800,530 ) Stock/options issued for services 131,350 141,980 Depreciation and amortization 77,180 73,230 Loss on settlement of debt (825,380 ) (2,524,400 ) Loss on change in fair value of conversion feature (4,800 ) 2,739,830 Accretion of discount on convertible note 54,260 91,630 Change in valuation allowance 359,780 278,260 Provision for Income Taxes $ — $ — The Company's policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits with the income tax expense. For the years ended December 31, 2021, and 2020, the Company did not recognize any interest or penalties in its Statement of Operations, nor did it have any interest or penalties accrued in its Balance Sheet at December 31, 2021 and 2020 relating to unrecognized benefits. The tax years 2021 and 2020 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
NOTE 14. SUBSEQUENT EVENTS
NOTE 14. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
NOTE 14. SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS a) On January 12, 2022, the Company received a share subscription for 5,714,286 0.035 200,000 b) On February 1, 2022, the Company received a share subscription for 2,857,143 0.035 100,000 |
NOTE 1. BASIS OF PRESENTATION_2
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations PCT LTD., (the “Company” or “PCT LTD”), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability. On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” or “PCT Corp.”) to effect the acquisition of Paradigm as a wholly-owned subsidiary. Paradigm is located in Little River, SC, was formed June 6, 2012, and is a technology licensing company specializing in environmentally safe solutions for global sustainability. Paradigm holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food-processing equipment and medical devices. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD. to more accurately identify the Company’s direction and to develop the complementary relationship and association with its wholly-owned operating company, Paradigm. On July 11, 2021, the Company incorporated two wholly-owned subsidiaries, Disruptive Oil and Gas Technologies Corp. (“Disruptive”) and Technologies Development Corp., both in the State of Nevada. On October 20, 2021, the Company sold a 53.25% interest in Disruptive in consideration for the assignment of certain patents to Disruptive and realized no gain or loss on the sale. |
COVID-19 | COVID-19 In December 2019 COVID-19 emerged in Wuhan, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to almost all other countries, including the United States, and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company's businesses and the duration for which it may have an impact cannot be determined at this time. At a minimum, the COVID-19 pandemic caused the Company to restrict travel of its personnel and to initiate distributor installations of certain of the Company's equipment, as possible. The Company adapted to the immediate need for its US EPA registered disinfectant at the end of March and beginning of April, 2020, by installing greater storage reserves and by assembling more of it higher-volume equipment to produce the hospital grade disinfectant known as Hydrolyte®. There were hard costs associated with these adaptations to the Little River, SC facility, but the Company continues to benefit from its fluid production capacities over the longer term. As the Federal, state and other restrictions associated with the pandemic have lessened, the Company is able to act more effectively in obtaining new contracts for its healthcare equipment, the Annihilyzer® and other equipment. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and its two wholly-owned subsidiaries, Paradigm Convergence Technologies Corporation and Technologies Development Corp. All intercompany accounts have been eliminated upon consolidation. At December 31, 2021, the Company owns a 46.25% interest in Disruptive Oil and Gas Technologies Corp., which had no material assets, liabilities or operations. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less. The cash of $ 116,497 115,196 |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, “ Fair Value Measurements and Disclosures Level 1 - Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cashflow methodologies and similar techniques. The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2021, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 3,044,034 — — 3,044,034 Total 3,044,034 — — 3,044,034 Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 7,102,801 — — 7,102,801 Total 7,102,801 — — 7,102,801 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. |
Derivative Liabilities | Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging 3,044,034 7,102,801 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 7 for additional information. |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors is not subject to the sequencing policy. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable is periodically evaluated for collectability basis on past credit history with customers and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the Company provided an allowance for doubtful accounts of $ 0 61,825 |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value of our 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, future pricing and market conditions. As of December 31, 2021 and December 31, 2020, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold to new customers. The Company has recorded a reserve allowance of $ 0 450,151 32,580 |
Property and Equipment | Property and Equipment Property and equipment are stated at purchased cost and depreciated utilizing a straight-line method over estimated useful lives ranging from 3 to 7 years after the asset has been placed in service. Upon selling equipment that had been under a lease agreement, the Company discontinues the depreciation on that piece of equipment, as it transfers ownership to another entity. Additions and major improvements that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts, and any related gains or losses are recorded in the results of operations. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the fair value. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the long-lived assets as determined by projected discounted net future cashflows. The recorded impairment expense was $ 0 |
Intangible Assets | Intangible Assets Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology. Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right over their estimated useful lives, which range from 1 to 15 years. |
Research and Development | Research and Development Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design and testing of a process is completed and the process has been determined to be commercially viable. |
Leases | Leases The Company accounts for leases in accordance with ASC 842, “ Leases 83,420 83,420 118,385 118,385 ASC 842 requires lessors to expense costs that are not direct leasing costs, to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, “ Revenue from Contracts with Customers” The Company recognizes revenue based on the following five criteria: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has the following three revenue streams: 1) Product sales (equipment and/or fluid solutions): Contracts for product sales consist of invoices that specify the transaction price. The only performance commitment is the provision of products and the transaction price is allocated to the products specified on the invoice. The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer. 2) Licensing: The Company licenses a contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales. The Contract specifies the term, fees and/or royalty. Performance obligations include the provision of a sub-registration to use the US EPA Product Registration and/or the provision of a license to use the product for a period of time. The Company allocates the transaction price based on the relative standalone, selling price of each performance obligation. The Company’s licenses provide a right-to-use and create performance obligations, satisfied at a point in time. The Company recognizes revenue from licenses when the performance obligation is satisfied through the transfer of the license. For licenses that include royalties, the Company will recognize royalty revenue as the underlying sales or usages occur, as long as this approach does not result in the acceleration of revenue ahead of the entity’s performance. 3) Equipment leases: Contracts for equipment leases are systems service agreements, usually 3-year contracts for the provision of the Company’s equipment, and service of such, under contract to customers, with renewable terms. The Company has elected to use the practical expedient under ASC 842 and account for each separate lease component and non-lease components associated with the systems service agreements as a single combined component and as a single performance obligation entirely under ASC 606. The performance obligation consists of the provision of leased equipment and all other services under the systems service agreements. The Company recognizes revenue from the leasing of equipment and services as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment and services. This revenue-generating activity would meet the criteria for a performance obligation satisfied over time. As a result, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation. Additionally, under ASC 842, lessors are required to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date. The Company has disclosed disaggregated revenue via revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2021 or 2020, respectively. For the year ended December 31, 2021, one customer accounted for 68% of consolidated revenues for the year. For the year ended December 31, 2020, three customers accounted for 41%, 19% and 10%, respectively, of consolidated revenues for the year. |
Stock Based Compensation | Stock Based Compensation The Company records stock-based compensation in accordance with ASC 718 “ Compensation – Stock Compensation |
Income Taxes | Income Taxes Deferred income taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences, which are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as options, warrants, convertible notes payable, preferred series A stock and preferred series C stock. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, for the year ended December 31, 2021, there were outstanding common share equivalents which amounted to 266,287,933 shares of common stock that were not included in the calculation as their effect is anti-dilutive. For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive. Year ended Year ended December 31, 2020 Numerator: Net income (loss) $ 988,619 $ (4,082,045 ) (Gain) / Loss on change in fair value of derivative liability (728,188 ) — (Gain) / Loss on settlement of debt (3,342,759 ) — Interest expense 18,167 — Adjusted net income (loss) $ (3,064,161 ) $ (4,082,045 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 765,752,715 609,029,869 Effect of dilutive warrants 49,706,458 — Effect of convertible note weighted shares 6,016,889 — Diluted 821,476,062 609,029,869 Net income (loss) per share applicable to common shareholders: Basic $ 0.00 $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 U.S. 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. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 1. BASIS OF PRESENTATION_3
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 3,044,034 — — 3,044,034 Total 3,044,034 — — 3,044,034 Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 7,102,801 — — 7,102,801 Total 7,102,801 — — 7,102,801 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year ended Year ended December 31, 2020 Numerator: Net income (loss) $ 988,619 $ (4,082,045 ) (Gain) / Loss on change in fair value of derivative liability (728,188 ) — (Gain) / Loss on settlement of debt (3,342,759 ) — Interest expense 18,167 — Adjusted net income (loss) $ (3,064,161 ) $ (4,082,045 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 765,752,715 609,029,869 Effect of dilutive warrants 49,706,458 — Effect of convertible note weighted shares 6,016,889 — Diluted 821,476,062 609,029,869 Net income (loss) per share applicable to common shareholders: Basic $ 0.00 $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) |
NOTE 3. PROPERTY AND EQUIPMENT
NOTE 3. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2021 December 31, 2020 Leasehold improvements $ 61,580 $ 18,840 Machinery and leased equipment 365,483 365,483 Leased equipment not yet in service 440,150 32,580 Office equipment and furniture 57,913 39,357 Website 2,760 2,760 Total property and equipment $ 927,886 $ 459,020 Less: Accumulated Depreciation (165,832 ) (100,301 ) Property and equipment, net 762,054 358,719 |
NOTE 4. INTANGIBLE ASSETS (Tabl
NOTE 4. INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, 2021 December 31, 2020 Patents $ 4,505,489 $ 4,505,489 Technology rights 200,000 200,000 Intangible, at cost 4,705,489 4,705,489 Less: Accumulated amortization (1,607,468 ) (1,305,465 ) Net Carrying Amount $ 3,098,021 $ 3,400,024 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | $ For year ending December 31, 2022 302,003 For year ending December 31, 2023 302,003 For year ending December 31, 2024 302,003 For year ending December 31, 2025 302,003 For year ending December 31, 2026 302,003 Thereafter 1,588,006 Total 3,098,021 |
NOTE 5 _ LEASES (Tables)
NOTE 5 – LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | 2021 $ 2020 $ Total operating lease cost 73,250 10,458 The following table provides supplemental cashflow and other information related to leases for the year ended December 31, 2021 and 2020: 2021 $ 2020 $ Lease payments 164,150 9,000 Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 are as below: 2021 $ 2020 $ Cost 176,213 123,614 Accumulated amortization (53,763) (5,229) Impairment (39,030) — Net carrying value 83,420 118,385 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | $ 2022 54,000 2023 45,000 Total minimum lease payments 99,000 Less: amount of lease payments representing effects of discounting (15,580) Present value of future minimum lease payments 83,420 Less: current obligations under leases (42,012) Lease liabilities, net of current portion 41,408 |
NOTE 6. NOTES PAYABLE (Tables)
NOTE 6. NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Type Original Amount Origination Date Maturity Date Effective Annual Interest Rate Balance at December 31, 2021 Balance at December 31, 2020 Note Payable (a)** $ 25,000 05/08/2017 06/30/2018 0 % $ 22,500 $ 27,500 Note Payable (b) $ 8,700 11/15/2018 06/30/2019 10 % $ - $ 8,700 Note Payable ** $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ 110,644 Note Payable (c) $ 199,500 10/01/2020 09/28/2021 66 % $ - $ 149,573 Note Payable (d) $ 126,000 11/03/2020 04/23/2021 166 % $ - $ 85,050 Note Payable (e) $ 113,980 11/04/2020 03/15/2021 210 % $ - $ 65,988 Note Payable (f) $ 177,800 01/02/2021 07/12/2021 116 % $ - $ - Note Payable (g) $ 111,920 03/09/2021 05/21/2021 220 % $ - $ - Note Payable (h) $ 29,686 03/09/2021 Demand 34 % $ - $ - Note Payable (i) $ 222,400 06/01/2021 Demand 181 % $ - $ - Note Payable (j) $ 87,000 06/29/2021 Demand 211 % $ - $ - Sub-total $ 133,144 $ 447,455 Debt discount $ - $ (63,075 ) Balance, net $ 133,144 $ 384,380 Less current portion $ (133,144 ) $ (384,380 ) Total long-term $ - $ - ** Currently in default |
Schedule of Debt [Table Text Block] | Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2021 Balance at December 31, 2020 Note Payable, RP (k) $ 30,000 04/10/2018 01/15/2019 3 % $ - $ 30,000 Note Payable, RP (l) $ 380,000 06/20/2018 01/02/2020 8 % $ - $ 380,000 Note Payable, RP (m) $ 350,000 06/20/2018 01/02/2020 5 % $ - $ 285,214 Note Payable, RP (n)** $ 17,000 06/20/2018 01/02/2020 5 % $ 10,000 $ 17,000 Note Payable, RP (o) $ 50,000 07/27/2018 11/30/2018 8 % $ 10,850 $ 50,000 Note Payable, RP (p) $ 5,000 10/09/2018 Demand 0 % $ - $ 5,000 Note Payable, RP (q) $ 5,000 10/19/2018 Demand 0 % $ - $ 5,000 Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000 Note Payable, RP (r) $ 2,000 02/11/2020 Demand 0 % $ - $ 2,000 Note Payable, RP (m) $ 84,034 02/16/2021 Demand 5 % $ 50,000 $ - Subtotal $ 85,850 $ 789,214 Debt discount $ - $ - Balance, net $ 85,850 $ 789,214 Less current portion $ (85,850 ) $ (789,214 ) Total long-term $ - $ - ** Currently in default |
Convertible Debt [Table Text Block] | Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at September 30, 2021 Balance at December 31, 2020 Convertible Note Payable (s) $ 65,000 12/06/2018 12/06/2019 12 % $ - $ 46 Convertible Note Payable (t) $ 75,000 03/18/2019 12/13/2019 24 % $ - $ 177,795 Convertible Note Payable (u) $ 30,000 03/06/2020 03/05/2021 12 % $ - $ 21,662 Convertible Note Payable (v) $ 150,000 04/10/2020 04/09/2021 12 % $ 25,000 $ 165,000 Convertible Note Payable (w) $ 300,000 08/27/2020 07/31/2021 12 % $ 270,000 $ 300,000 Convertible Note Payable (x) $ 53,500 09/22/2020 03/21/2022 12 % $ - $ 53,500 Convertible Note Payable (y) $ 87,500 09/24/2020 Demand 8 % $ - $ 40,000 Convertible Note Payable (z) $ 200,000 10/07/2020 10/06/2021 5 % $ - $ 200,000 Convertible Note Payable (aa) $ 200,000 10/16/2020 10/15/2021 5 % $ - $ 200,000 Convertible Note Payable (bb) $ 300,000 11/11/2020 11/10/2021 5 % $ - $ 300,000 Convertible Note Payable (cc) $ 150,000 12/29/2020 12/28/2021 5 % $ - $ 150,000 Convertible Note Payable (dd) $ 150,000 01/27/2021 01/27/2022 5 % $ - $ - Convertible Note Payable (ee) $ 128,000 02/22/2021 02/22/2022 12 % $ - $ - Convertible Note Payable (ff) $ 200,000 03/18/2021 03/18/2022 5 % $ - $ - Convertible Note Payable (gg) $ 83,000 03/26/2021 03/26/2022 12 % $ - $ - Convertible Note Payable (hh) $ 43,000 04/05/2021 04/05/2022 12 % $ - $ - Convertible Note Payable (ii) $ 200,000 04/14/2021 04/14/2022 5 % $ - $ - Convertible Note Payable (jj) $ 128,000 05/03/2021 05/03/2022 12 % $ - $ - Convertible Note Payable (kk) $ 226,162 11/04/2021 11/04/2022 19 % $ 203,546 $ - Convertible Note Payable (ll) $ 1,465,300 11/30/2021 11/30/2023 5 % $ 1,465,300 $ - Subtotal $ 1,963,846 $ 1,608,003 Debt discount $ (17,738 ) $ - Balance, net $ 1,946,108 $ 1,608,003 Less current portion $ (480,808 ) $ (1,554,503 ) Total long-term 1,465,300 53,500 * Embedded conversion feature accounted for as a derivative liability at period end |
NOTE 7 _ DERIVATIVE LIABILITI_2
NOTE 7 – DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Note 7 Derivative Liabilities | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | December 31, December 31, Balance at the beginning of period $ 7,102,801 $ 10,517,873 Original discount limited to proceeds of convertible notes — 166,000 Settlement of derivative instruments (4,035,906 ) (16,824,669 ) Change in fair value of embedded conversion option (22,861 ) 13,243,597 Balance at the end of the period $ 3,044,034 $ 7,102,801 |
Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 212 358 % 0.25 1.47 % 0 % 1.00 5.00 At December 31, 2021 117 240 % 0.39 1.12 % 0 % 1.00 3.65 |
NOTE 9 _ STOCK OPTIONS (Tables)
NOTE 9 – STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Note 9 Stock Options | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of Weighted average exercise price Balance, December 31, 2020 200,000 2.00 Granted 8,500,000 0.034 Expired — — Settled (200,000 ) 2.00 Balance, December 31, 2021 8,500,000 0.034 Exercisable 4,500,000 0.007 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | Date Number Number Exercise Price Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable $ Life (Years) Date Exercised 03/01/2021 2,500,000 2,500,000 0.0001 0.16 03/01/2022 250 09/01/2021 2,000,000 2,000,000 0.015 4.67 08/31/2026 30,000 09/01/2021 1,000,000 — 0.03 5.67 08/31/2027 30,000 09/01/2021 1,000,000 — 0.05 6.67 08/31/2028 50,000 09/01/2021 1,000,000 — 0.075 7.67 08/31/2029 75,000 09/01/2021 1,000,000 — 0.10 8.67 08/31/2030 100,000 8,500,000 4,500,000 $ 285,250 |
NOTE 10 _ WARRANTS (Tables)
NOTE 10 – WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Note 10 Warrants | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Weighted average exercise price Balance, December 31, 2020 260,500,000 0.00283 Cancelled (140,935,268 ) 0.00035 Granted — — Exercised (4,515,874 ) 0.00035 Balance, December 31, 2021 115,048,858 0.00597 |
[custom:ScheduleOfSharePurchaseWarrantsOutstandingTableTextBlock] | Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 12/3/2018 500,000 500,000 0.10 1.93 12/3/2023 50,000 3/31/2019 104,548,858 * 104,548,858 * 0.00035 * 2.20 03/13/2024 36,592 8/26/2020 10,000,000 * 10,000,000 * 0.06 * 3.65 8/26/2025 600,000 115,048,858 115,048,858 $ 686,592 *The number of warrants outstanding and exercisable is variable based on adjustments to the exercise price of the warrant due to dilutive issuances. |
NOTE 13 _ INCOME TAXES (Tables)
NOTE 13 – INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | For the year ended December 31, 2021 2020 Net operating loss carry forwards $ 6,682,076 $ 6,889,686 Stock/options issued for services (644,255 ) (512,905 ) Stock/options issued for acquisitions (106,856 ) (106,856 ) Loss on settlement of debt 3,335,560 2,510,180 Contributed services (77,997 ) (77,997 ) Depreciation and amortization (396,763 ) (319,583 ) Meals and Entertainment (1,809 ) (1,809 ) Loss on change in fair value of conversion features (5,493,410 ) (5,498,210 ) Accretion of discount on convertible note (316,230 ) (261,970 ) Loss on preferred share liability (2,490 ) (2,490 ) Valuation allowance $ (2,977,826 ) $ (2,618,046 ) Net Deferred Tax Asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 2021 2020 Book income (loss) from operations $ 207,610 $ (800,530 ) Stock/options issued for services 131,350 141,980 Depreciation and amortization 77,180 73,230 Loss on settlement of debt (825,380 ) (2,524,400 ) Loss on change in fair value of conversion feature (4,800 ) 2,739,830 Accretion of discount on convertible note 54,260 91,630 Change in valuation allowance 359,780 278,260 Provision for Income Taxes $ — $ — |
Financial assets and liabilitie
Financial assets and liabilities carried at fair value measured on a recurring basis (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability (1) | $ 3,044,034 | $ 7,102,801 | $ 10,517,873 |
Total | 3,044,034 | 7,102,801 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability (1) | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability (1) | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability (1) | 3,044,034 | 7,102,801 | |
Total | $ 3,044,034 | $ 7,102,801 |
Basic income (loss) per share (
Basic income (loss) per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ 988,619 | $ (4,082,045) |
(Gain) / Loss on change in fair value of derivative liability | (728,188) | |
(Gain) / Loss on settlement of debt | (3,342,759) | |
Interest expense | 18,167 | |
Adjusted net income (loss) | $ (3,064,161) | $ (4,082,045) |
Denominator: Weighted average shares outstanding used in computing net income (loss) per share | ||
Basic | 765,752,715 | 609,029,869 |
Effect of dilutive warrants | 49,706,458 | |
Effect of convertible note weighted shares | 6,016,889 | |
Diluted | 821,476,062 | 609,029,869 |
Net income (loss) per share applicable to common shareholders: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
NOTE 1. BASIS OF PRESENTATION_4
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Cash | $ 116,497 | $ 115,196 | |
Derivative Liability, Current | 3,044,034 | 7,102,801 | $ 10,517,873 |
Allowance for Doubtful Accounts, Premiums and Other Receivables | 0 | 61,825 | |
[custom:InventoryAllowanceReserves-0] | 0 | 0 | |
[custom:BalanceOfSuppliesAndEquipmentNotYetPlacedInService-0] | 450,151 | 32,580 | |
Impairment of Oil and Gas Properties | 0 | 0 | |
Operating Lease, Right-of-Use Asset | 83,420 | 118,385 | |
Operating Lease, Liability | $ 83,420 | $ 118,385 |
NOTE 2. GOING CONCERN (Details
NOTE 2. GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (29,598,993) | $ (30,587,612) |
Banking Regulation, Total Capital, Actual | $ (4,466,166) |
Property and equipment (Details
Property and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 61,580 | $ 18,840 |
Machinery and leased equipment | 365,483 | 365,483 |
Leased equipment not yet in service | 440,150 | 32,580 |
Office equipment and furniture | 57,913 | 39,357 |
Website | 2,760 | 2,760 |
Total property and equipment | 927,886 | 459,020 |
Less: Accumulated Depreciation | (165,832) | (100,301) |
Property and equipment, net | $ 762,054 | $ 358,719 |
NOTE 3. PROPERTY AND EQUIPMEN_2
NOTE 3. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 65,531 | $ 44,303 |
Equipment Expense | 52,212 | 39,413 |
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 173,551 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,505,489 | $ 4,505,489 |
Technology rights | 200,000 | 200,000 |
Intangible, at cost | 4,705,489 | 4,705,489 |
Less: Accumulated amortization | (1,607,468) | (1,305,465) |
Net Carrying Amount | $ 3,098,021 | $ 3,400,024 |
Estimated future amortization e
Estimated future amortization expense (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For year ending December 31, 2022 | $ 302,003 |
For year ending December 31, 2023 | 302,003 |
For year ending December 31, 2024 | 302,003 |
For year ending December 31, 2025 | 302,003 |
For year ending December 31, 2026 | 302,003 |
Thereafter | 1,588,006 |
Total | $ 3,098,021 |
NOTE 4. INTANGIBLE ASSETS (Deta
NOTE 4. INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 302,003 | $ 304,405 |
Intangible Assets Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 293,670 | 294,474 |
Intangible Assets Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 8,333 | $ 9,931 |
Components of lease expenses (D
Components of lease expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Total operating lease cost | $ 73,250 | $ 10,458 |
Lease payments | 164,150 | 9,000 |
Cost | 176,213 | 123,614 |
Accumulated amortization | (53,763) | (5,229) |
Impairment | (39,030) | |
Net carrying value | $ 83,420 | $ 118,385 |
Future minimum lease payments r
Future minimum lease payments related to lease obligations (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 54,000 | |
2023 | 45,000 | |
Total minimum lease payments | 99,000 | |
Less: amount of lease payments representing effects of discounting | (15,580) | |
Present value of future minimum lease payments | 83,420 | |
Less: current obligations under leases | (42,012) | |
Lease liabilities, net of current portion | $ 41,408 | $ 83,420 |
NOTE 5 _ LEASES (Details Narrat
NOTE 5 – LEASES (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lease 1 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 7,650 | $ 7,500 | |||
Lease 2 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 4,500 | ||||
Operating Lease, Expense | $ 54,000 | ||||
Lease 3 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 2,750 | ||||
Operating Lease, Expense | 19,250 | ||||
Operating Lease, Impairment Loss | $ 39,030 |
Notes payable (Details)
Notes payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Notes and Loans Payable, Current | $ (384,380) | $ (133,144) |
Notes Payable 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Debt Instrument, Issuance Date | May 8, 2017 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 27,500 | $ 22,500 |
Long-term Debt, Gross | $ 27,500 | |
Debt Instrument, Maturity Date | Jun. 30, 2018 | |
Long-term Debt, Gross | 27,500 | $ 22,500 |
Notes Payable 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 8,700 | |
Debt Instrument, Issuance Date | Nov. 15, 2018 | |
Debt Instrument, Interest Rate During Period | 10.00% | |
Long-term Debt, Gross | 8,700 | |
Long-term Debt, Gross | $ 8,700 | |
Debt Instrument, Maturity Date | Jun. 30, 2019 | |
Long-term Debt, Gross | 8,700 | |
Notes Payable 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 118,644 | |
Debt Instrument, Issuance Date | May 5, 2020 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 110,644 | $ 110,644 |
Long-term Debt, Gross | $ 110,644 | |
Debt Instrument, Maturity Date | May 5, 2021 | |
Long-term Debt, Gross | 110,644 | $ 110,644 |
Notes Payable 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 199,500 | |
Debt Instrument, Issuance Date | Oct. 1, 2020 | |
Debt Instrument, Interest Rate During Period | 66.00% | |
Long-term Debt, Gross | 149,573 | |
Long-term Debt, Gross | $ 149,573 | |
Debt Instrument, Maturity Date | Sep. 28, 2021 | |
Long-term Debt, Gross | 149,573 | |
Notes Payable 5 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 126,000 | |
Debt Instrument, Issuance Date | Nov. 3, 2020 | |
Debt Instrument, Interest Rate During Period | 166.00% | |
Long-term Debt, Gross | 85,050 | |
Long-term Debt, Gross | $ 85,050 | |
Debt Instrument, Maturity Date | Apr. 23, 2021 | |
Long-term Debt, Gross | 85,050 | |
Notes Payable 6 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 113,980 | |
Debt Instrument, Issuance Date | Nov. 4, 2020 | |
Debt Instrument, Interest Rate During Period | 210.00% | |
Long-term Debt, Gross | 65,988 | |
Long-term Debt, Gross | $ 65,988 | |
Debt Instrument, Maturity Date | Mar. 15, 2021 | |
Long-term Debt, Gross | 65,988 | |
Notes Payable 7 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 177,800 | |
Debt Instrument, Issuance Date | Jan. 2, 2021 | |
Debt Instrument, Interest Rate During Period | 116.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Debt Instrument, Maturity Date | Jul. 12, 2021 | |
Long-term Debt, Gross | ||
Notes Payable 8 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 111,920 | |
Debt Instrument, Issuance Date | Mar. 9, 2021 | |
Debt Instrument, Interest Rate During Period | 220.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Debt Instrument, Maturity Date | May 21, 2021 | |
Long-term Debt, Gross | ||
Notes Payable 9 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 29,686 | |
Debt Instrument, Issuance Date | Mar. 9, 2021 | |
Debt Instrument, Interest Rate During Period | 34.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Notes Payable 10 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 222,400 | |
Debt Instrument, Issuance Date | Jun. 1, 2021 | |
Debt Instrument, Interest Rate During Period | 181.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Notes Payable 11 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 87,000 | |
Debt Instrument, Issuance Date | Jun. 29, 2021 | |
Debt Instrument, Interest Rate During Period | 211.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Notes Payable Total [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Gross | 384,380 | 133,144 |
Long-term Debt, Gross | 384,380 | |
[custom:NotesPayableSubtotal-0] | 447,455 | 133,144 |
Debt Instrument, Unamortized Discount (Premium), Net | (63,075) | |
Long-term Debt, Gross | 384,380 | 133,144 |
Notes and Loans Payable, Current | (384,380) | (133,144) |
Long-term Debt, Excluding Current Maturities |
Notes payable, related parties
Notes payable, related parties (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Notes Payable, Related Parties, Current | $ 789,214 | $ 85,850 |
Notes Payable, Related Parties, Current | (789,214) | (85,850) |
Notes Payable Related Party 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 30,000 | |
Debt Instrument, Issuance Date | Apr. 10, 2018 | |
Debt Instrument, Interest Rate During Period | 3.00% | |
Long-term Debt, Gross | 30,000 | |
Long-term Debt, Gross | $ 30,000 | |
Debt Instrument, Maturity Date | Jan. 15, 2019 | |
Notes Payable Related Party 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 380,000 | |
Debt Instrument, Issuance Date | Jun. 20, 2018 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 380,000 | |
Long-term Debt, Gross | $ 380,000 | |
Debt Instrument, Maturity Date | Jan. 2, 2020 | |
Notes Payable Related Party 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 350,000 | |
Debt Instrument, Issuance Date | Jun. 20, 2018 | |
Debt Instrument, Interest Rate During Period | 5.00% | |
Long-term Debt, Gross | 285,214 | |
Long-term Debt, Gross | $ 285,214 | |
Debt Instrument, Maturity Date | Jan. 2, 2020 | |
Notes Payable Related Party 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 17,000 | |
Debt Instrument, Issuance Date | Jun. 20, 2018 | |
Debt Instrument, Interest Rate During Period | 5.00% | |
Long-term Debt, Gross | 17,000 | $ 10,000 |
Long-term Debt, Gross | $ 17,000 | |
Debt Instrument, Maturity Date | Jan. 2, 2020 | |
Notes Payable Related Party 5 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 50,000 | |
Debt Instrument, Issuance Date | Jul. 27, 2018 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 50,000 | $ 10,850 |
Long-term Debt, Gross | $ 50,000 | |
Debt Instrument, Maturity Date | Nov. 30, 2018 | |
Notes Payable Related Party 6 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 5,000 | |
Debt Instrument, Issuance Date | Oct. 9, 2018 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 5,000 | |
Long-term Debt, Gross | 5,000 | |
Notes Payable Related Party 7 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 5,000 | |
Debt Instrument, Issuance Date | Oct. 19, 2018 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 5,000 | |
Long-term Debt, Gross | 5,000 | |
Notes Payable Related Party 8 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 15,000 | |
Debt Instrument, Issuance Date | Aug. 16, 2019 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 15,000 | $ 15,000 |
Long-term Debt, Gross | $ 15,000 | |
Debt Instrument, Maturity Date | Feb. 16, 2020 | |
Notes Payable Related Party 9 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 2,000 | |
Debt Instrument, Issuance Date | Feb. 11, 2020 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 2,000 | |
Long-term Debt, Gross | 2,000 | |
Notes Payable Related Party 10 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 84,034 | |
Debt Instrument, Issuance Date | Feb. 16, 2021 | |
Debt Instrument, Interest Rate During Period | 5.00% | |
Long-term Debt, Gross | $ 50,000 | |
Long-term Debt, Gross | ||
Notes Payable Related Party Total [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable, Related Parties, Current | 789,214 | 85,850 |
Debt Instrument, Unamortized Discount (Premium), Net | ||
Notes Payable, Related Parties | 789,214 | 85,850 |
Notes Payable, Related Parties, Current | (789,214) | (85,850) |
Notes Payable, Related Parties, Noncurrent |
Convertible notes payable (Deta
Convertible notes payable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||||||||||
Convertible Notes Payable, Current | $ (1,554,503) | $ (480,808) | $ (1,554,503) | $ (480,808) | $ (1,554,503) | $ (480,808) | $ (1,554,503) | $ (480,808) | $ (1,554,503) | $ (480,808) |
Convertible Notes Payable, Noncurrent | 53,500 | 1,465,300 | 53,500 | 1,465,300 | 53,500 | 1,465,300 | 53,500 | 1,465,300 | 53,500 | 1,465,300 |
Convertible Note Payable 1 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 65,000 | 65,000 | 65,000 | 65,000 | $ 65,000 | |||||
Debt Instrument, Issuance Date | Dec. 6, 2018 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||
Long-term Debt, Gross | 46 | 46 | 46 | 46 | 46 | |||||
Long-term Debt, Gross | $ 46 | |||||||||
Debt Instrument, Maturity Date | Dec. 6, 2019 | |||||||||
Convertible Note Payable 2 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 75,000 | 75,000 | 75,000 | 75,000 | $ 75,000 | |||||
Debt Instrument, Issuance Date | Mar. 18, 2019 | |||||||||
Debt Instrument, Interest Rate During Period | 24.00% | |||||||||
Long-term Debt, Gross | 177,795 | 177,795 | 177,795 | 177,795 | 177,795 | |||||
Long-term Debt, Gross | $ 177,795 | |||||||||
Debt Instrument, Maturity Date | Dec. 13, 2019 | |||||||||
Convertible Note Payable 3 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 30,000 | 30,000 | 30,000 | 30,000 | $ 30,000 | |||||
Debt Instrument, Issuance Date | Mar. 6, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||
Long-term Debt, Gross | 21,662 | 21,662 | 21,662 | 21,662 | $ 21,662 | |||||
Long-term Debt, Gross | $ 21,662 | |||||||||
Debt Instrument, Maturity Date | Mar. 5, 2021 | |||||||||
Convertible Note Payable 4 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Debt Instrument, Issuance Date | Apr. 10, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 165,000 | 25,000 | 165,000 | 25,000 | 165,000 | 25,000 | 165,000 | 25,000 | $ 165,000 | $ 25,000 |
Long-term Debt, Gross | $ 165,000 | |||||||||
Debt Instrument, Maturity Date | Apr. 9, 2021 | |||||||||
Convertible Note Payable 5 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | |||||
Debt Instrument, Issuance Date | Aug. 27, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||
Long-term Debt, Gross | 300,000 | 270,000 | 300,000 | 270,000 | 300,000 | 270,000 | $ 300,000 | 270,000 | 300,000 | $ 270,000 |
Long-term Debt, Gross | $ 300,000 | |||||||||
Debt Instrument, Maturity Date | Jul. 31, 2021 | |||||||||
Convertible Note Payable 6 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 53,500 | 53,500 | 53,500 | 53,500 | $ 53,500 | |||||
Debt Instrument, Issuance Date | Sep. 22, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 53,500 | 53,500 | 53,500 | $ 53,500 | 53,500 | |||||
Long-term Debt, Gross | $ 53,500 | |||||||||
Debt Instrument, Maturity Date | Mar. 21, 2022 | |||||||||
Convertible Note Payable 7 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 87,500 | 87,500 | 87,500 | 87,500 | $ 87,500 | |||||
Debt Instrument, Issuance Date | Sep. 24, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||||
Long-term Debt, Gross | 40,000 | 40,000 | $ 40,000 | 40,000 | 40,000 | |||||
Long-term Debt, Gross | 40,000 | |||||||||
Convertible Note Payable 8 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Oct. 7, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | 200,000 | 200,000 | $ 200,000 | 200,000 | 200,000 | |||||
Long-term Debt, Gross | $ 200,000 | |||||||||
Debt Instrument, Maturity Date | Oct. 6, 2021 | |||||||||
Convertible Note Payable 9 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Oct. 16, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | 200,000 | $ 200,000 | $ 200,000 | 200,000 | 200,000 | |||||
Long-term Debt, Gross | $ 200,000 | |||||||||
Debt Instrument, Maturity Date | Oct. 15, 2021 | |||||||||
Convertible Note Payable 10 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | |||||
Debt Instrument, Issuance Date | Nov. 11, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | $ 300,000 | $ 300,000 | 300,000 | 300,000 | 300,000 | |||||
Long-term Debt, Gross | $ 300,000 | |||||||||
Debt Instrument, Maturity Date | Nov. 10, 2021 | |||||||||
Convertible Note Payable 11 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Debt Instrument, Issuance Date | Dec. 29, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | $ 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | |||||
Long-term Debt, Gross | $ 150,000 | |||||||||
Debt Instrument, Maturity Date | Dec. 28, 2021 | |||||||||
Convertible Note Payable 12 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Debt Instrument, Issuance Date | Jan. 27, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Jan. 27, 2022 | |||||||||
Convertible Note Payable 13 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 128,000 | 128,000 | 128,000 | $ 128,000 | $ 128,000 | |||||
Debt Instrument, Issuance Date | Feb. 22, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Feb. 22, 2022 | |||||||||
Convertible Note Payable 14 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | $ 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Mar. 18, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Mar. 18, 2022 | |||||||||
Convertible Note Payable 15 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 83,000 | 83,000 | $ 83,000 | 83,000 | $ 83,000 | |||||
Debt Instrument, Issuance Date | Mar. 26, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Mar. 26, 2022 | |||||||||
Convertible Note Payable 16 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 43,000 | $ 43,000 | 43,000 | 43,000 | $ 43,000 | |||||
Debt Instrument, Issuance Date | Apr. 5, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Apr. 5, 2022 | |||||||||
Convertible Note Payable 17 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | $ 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Apr. 14, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Apr. 14, 2022 | |||||||||
Convertible Note Payable 18 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 128,000 | 128,000 | 128,000 | 128,000 | $ 128,000 | |||||
Debt Instrument, Issuance Date | May 3, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | ||||||||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | May 3, 2022 | |||||||||
Convertible Note Payable 19 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 226,162 | 226,162 | 226,162 | 226,162 | $ 226,162 | |||||
Debt Instrument, Issuance Date | Nov. 4, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 19.00% | |||||||||
Long-term Debt, Gross | 203,546 | 203,546 | 203,546 | 203,546 | $ 203,546 | |||||
Long-term Debt, Gross | ||||||||||
Convertible Note Payable 20 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 1,465,300 | 1,465,300 | 1,465,300 | 1,465,300 | $ 1,465,300 | |||||
Debt Instrument, Issuance Date | Nov. 30, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||||||
Long-term Debt, Gross | 1,465,300 | 1,465,300 | 1,465,300 | 1,465,300 | $ 1,465,300 | |||||
Long-term Debt, Gross | ||||||||||
Convertible Note Payable Total [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Convertible Debt | 1,608,003 | 1,963,846 | 1,608,003 | 1,963,846 | 1,608,003 | 1,963,846 | 1,608,003 | 1,963,846 | 1,608,003 | 1,963,846 |
Debt Instrument, Unamortized Discount (Premium), Net | (17,738) | (17,738) | (17,738) | (17,738) | (17,738) | |||||
Convertible Debt, Current | 1,608,003 | 1,946,108 | 1,608,003 | 1,946,108 | 1,608,003 | 1,946,108 | 1,608,003 | 1,946,108 | 1,608,003 | 1,946,108 |
Convertible Notes Payable, Current | (1,554,503) | (480,808) | (1,554,503) | (480,808) | (1,554,503) | (480,808) | (1,554,503) | (480,808) | (1,554,503) | (480,808) |
Convertible Notes Payable, Noncurrent | $ 53,500 | $ 1,465,300 | $ 53,500 | $ 1,465,300 | $ 53,500 | $ 1,465,300 | $ 53,500 | $ 1,465,300 | $ 53,500 | $ 1,465,300 |
NOTE 6. NOTES PAYABLE (Details
NOTE 6. NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 04, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | Nov. 04, 2021 | May 03, 2021 | Apr. 14, 2021 | Apr. 05, 2021 | Mar. 26, 2021 | Mar. 18, 2021 | Feb. 22, 2021 | Feb. 16, 2021 | Jan. 27, 2021 | Dec. 29, 2020 | Nov. 11, 2020 | Oct. 16, 2020 | Oct. 07, 2020 | Sep. 22, 2020 | Apr. 10, 2020 | |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 39,150 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | $ 3,841 | ||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 3,930,401 | $ 12,020,966 | |||||||||||||||||||||||||||
Repayments of Convertible Debt | 903,879 | 862,907 | |||||||||||||||||||||||||||
Proceeds from Convertible Debt | 1,121,250 | 1,463,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 164,000 | 996,168 | |||||||||||||||||||||||||||
Notes Payable 1 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | 5,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | $ 22,500 | $ 22,500 | $ 22,500 | $ 22,500 | $ 22,500 | 22,500 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | $ 25,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 0.00% | ||||||||||||||||||||||||||||
Notes Payable 2 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 8,700 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 8,700 | 8,700 | 8,700 | 8,700 | 8,700 | $ 8,700 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | ||||||||||||||||||||||||||||
Notes Payable 4 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | $ 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 199,500 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 53,250 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 146,250 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 30,642 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 199,500 | 199,500 | 199,500 | 199,500 | 199,500 | $ 199,500 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 66.00% | ||||||||||||||||||||||||||||
Notes Payable 5 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 85,050 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 126,000 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 39,650 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 86,350 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 18,944 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceDailyAmount] | 1,050 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 126,000 | 126,000 | 126,000 | 126,000 | 126,000 | $ 126,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 166.00% | ||||||||||||||||||||||||||||
Notes Payable 6 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 65,988 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 113,980 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 34,440 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 79,540 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 5,999 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 13,489 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 113,980 | 113,980 | 113,980 | 113,980 | 113,980 | $ 113,980 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 210.00% | ||||||||||||||||||||||||||||
Notes Payable 7 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 43,600 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 177,800 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 39,795 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 102,011 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 7,730 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 39,795 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyAmountsUsedToSettleLoan] | 35,994 | ||||||||||||||||||||||||||||
[custom:NoteRemainingAmount] | 46,383 | ||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 2,783 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 177,800 | 177,800 | 177,800 | 177,800 | 177,800 | $ 177,800 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 116.00% | ||||||||||||||||||||||||||||
Notes Payable 8 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 111,920 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 111,920 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 35,120 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 76,800 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 1,399 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 35,120 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 111,920 | 111,920 | 111,920 | 111,920 | 111,920 | $ 111,920 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 220.00% | ||||||||||||||||||||||||||||
Notes Payable 9 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 29,686 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 29,686 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 10,120 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 19,566 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 10,120 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 29,686 | 29,686 | 29,686 | 29,686 | 29,686 | $ 29,686 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 34.00% | ||||||||||||||||||||||||||||
Notes Payable 10 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 222,400 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 222,400 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 8,000 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 152,000 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 8,554 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 70,400 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyOriginalIssueDiscount] | 62,400 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 222,400 | 222,400 | 222,400 | 222,400 | 222,400 | $ 222,400 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 181.00% | ||||||||||||||||||||||||||||
Notes Payable 11 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 87,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 87,000 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 27,000 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 60,000 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 23,041 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 87,000 | 87,000 | 87,000 | 87,000 | 87,000 | $ 87,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 211.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 1 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 30,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 30,000 | 30,000 | 30,000 | 30,000 | $ 30,000 | $ 30,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 3.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 2 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotePayable] | 2,663,299 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayablePrincipal] | $ 380,000 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayableAccruedInterest] | 26,153 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyFairValueOfSharesIssued] | $ 74,572 | ||||||||||||||||||||||||||||
[custom:DifferenceBetweenFairValueOfSharesAndExtinguishmentOfDebtRecordedAsAdditionalPaidInCapital-0] | 328,919 | 328,919 | 328,919 | 328,919 | 328,919 | 328,919 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 380,000 | 380,000 | 380,000 | 380,000 | 380,000 | $ 380,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 3 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 34,034 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 50,000 | 50,000 | 50,000 | 50,000 | $ 50,000 | 50,000 | |||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotePayable] | 1,803,279 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayablePrincipal] | $ 275,000 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyFairValueOfSharesIssued] | 50,492 | ||||||||||||||||||||||||||||
[custom:DifferenceBetweenFairValueOfSharesAndExtinguishmentOfDebtRecordedAsAdditionalPaidInCapital-0] | 194,861 | 194,861 | 194,861 | 194,861 | 194,861 | 194,861 | |||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayable] | 247,270 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyRemainingBalance-0] | $ 331,304 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyNewNoteIssuedForRemainingBalanceOwed-0] | $ 84,034 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyNewNoteIssuedInterestRatePerAnnum-0] | 5.00% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 350,000 | 350,000 | 350,000 | 350,000 | 350,000 | $ 350,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 4 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 7,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 17,000 | 17,000 | 17,000 | 17,000 | 17,000 | $ 17,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 5 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 10,850 | 10,850 | 10,850 | 10,850 | 10,850 | $ 10,850 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | $ 50,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 6 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 5,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | $ 5,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 0.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 7 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 5,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | $ 5,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 0.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 9 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Other Debt | $ 2,000 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | $ 2,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 0.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 1 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalanceSettled] | $ 46 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtAccruedInterestSettled] | 1,863 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 65,000 | 65,000 | 65,000 | 65,000 | 65,000 | $ 65,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 2 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 20,364 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalanceSettled] | 107,795 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtAccruedInterestSettled] | 76,569 | ||||||||||||||||||||||||||||
Repayments of Convertible Debt | 70,000 | ||||||||||||||||||||||||||||
[custom:CashPaymentForSettlementOfDebt] | $ 40,000 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesConvertibleDebtSettlement] | 8,000,000 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueConvertibleDebtSettlement] | $ 124,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 75,000 | $ 75,000 | 75,000 | 75,000 | 75,000 | $ 75,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 24.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 3 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalanceSettled] | $ 36,836 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtAccruedInterestSettled] | $ 3,657 | ||||||||||||||||||||||||||||
[custom:CashlessExerciseToPurchaseCommonStockGrantedToNonrelatedPartyToSettleConvertibleDebt] | 1,921,875 | 1,921,875 | |||||||||||||||||||||||||||
[custom:CashlessExerciseToPurchaseCommonStockGrantedToNonrelatedPartyToSettleConvertibleDebtPricePerShare] | $ 0.032 | ||||||||||||||||||||||||||||
[custom:ShareReleaseAgreementByNonrelatedPartyToSettleConvertibleDebt] | 60,072,853 | ||||||||||||||||||||||||||||
[custom:CashPaymentToNonrelatedPartyToSettleConvertibleDebt] | $ 36,994 | $ 36,994 | |||||||||||||||||||||||||||
[custom:AdditionalDefaultPenaltiesIncurredOnConvertibleNote] | 15,174 | ||||||||||||||||||||||||||||
[custom:CashlessExerciseToPurchaseCommonStockGrantedToNonrelatedPartyToSettleConvertibleDebtFairValue] | 34,594 | ||||||||||||||||||||||||||||
[custom:LossOnSettlementDebtFromConvertibleDebtSettlement] | 31,095 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | $ 30,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 4 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalanceSettled] | $ 140,000 | ||||||||||||||||||||||||||||
Repayments of Convertible Debt | 125,000 | ||||||||||||||||||||||||||||
[custom:AdditionalDefaultPenaltiesIncurredOnConvertibleNote] | 15,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | $ 18,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 132,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:ConvertibleDebtInitialFairValueOfConversionFeature] | $ 507,847 | ||||||||||||||||||||||||||||
[custom:ConvertibleDebtDiscountToNotePayable] | 132,000 | ||||||||||||||||||||||||||||
[custom:ConvertibleDebtInitialDerivativeExpense] | 375,847 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtPrincipal-0] | $ 165,000 | $ 165,000 | $ 165,000 | $ 165,000 | $ 165,000 | $ 165,000 | |||||||||||||||||||||||
[custom:AdditionalDefaultPenaltiesIncurredOnConvertibleNoteForgivenAmount] | $ 15,000 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||
Convertible Note Payable 5 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | 30,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 270,000 | 270,000 | 270,000 | 270,000 | 270,000 | $ 270,000 | |||||||||||||||||||||||
Convertible Note Payable 6 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | 53,500 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 53,500 | 53,500 | 53,500 | 53,500 | 53,500 | $ 53,500 | $ 53,500 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,500 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 50,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:RepaymentsOfConvertibleDebtInterestAndPrepaymentPenalties] | $ 25,882 | ||||||||||||||||||||||||||||
Convertible Note Payable 7 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 87,500 | 87,500 | 87,500 | 87,500 | 87,500 | $ 87,500 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | $ 15,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 25,000 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities1] | 15,000,000 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities1] | $ 15,000 | ||||||||||||||||||||||||||||
Convertible Note Payable 8 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 9 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 10 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 11 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 12 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 13 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 128,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 128,000 | 128,000 | 128,000 | 128,000 | 128,000 | $ 128,000 | $ 128,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 125,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:RepaymentsOfConvertibleDebtInterestAndOther] | $ 51,000 | ||||||||||||||||||||||||||||
Convertible Note Payable 14 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 15 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 83,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 83,000 | 83,000 | 83,000 | $ 83,000 | 83,000 | $ 83,000 | $ 83,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 80,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:RepaymentsOfConvertibleDebtInterestAndOther] | $ 39,694 | ||||||||||||||||||||||||||||
Convertible Note Payable 16 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | 43,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 43,000 | 43,000 | 43,000 | $ 43,000 | 43,000 | $ 43,000 | $ 43,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 40,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:RepaymentsOfConvertibleDebtInterestAndOther] | $ 12,270 | ||||||||||||||||||||||||||||
Convertible Note Payable 17 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | $ 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 18 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 128,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 128,000 | 128,000 | $ 128,000 | 128,000 | 128,000 | $ 128,000 | $ 128,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 125,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:RepaymentsOfConvertibleDebtInterestAndOther] | $ 61,952 | ||||||||||||||||||||||||||||
Convertible Note Payable 19 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 226,162 | $ 226,162 | 226,162 | 226,162 | 226,162 | 226,162 | $ 226,162 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 22,412 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 201,250 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 19.00% | ||||||||||||||||||||||||||||
[custom:ConvertibleDebtIssuanceCosts-0] | $ 2,500 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 25,204 | ||||||||||||||||||||||||||||
Convertible Note Payable 20 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,465,300 | $ 1,465,300 | $ 1,465,300 | $ 1,465,300 | $ 1,465,300 | $ 1,465,300 | $ 1,465,300 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||||||||||||||||||||||||||
[custom:DebtInstrumentFaceAmountPrincipalAmount-0] | 1,400,000 | ||||||||||||||||||||||||||||
[custom:DebtInstrumentFaceAmountAccruedInterest-0] | $ 65,300 |
Summary of changes in the fair
Summary of changes in the fair value of the Company's Level 3 financial liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note 7 Derivative Liabilities | ||
Balance at the beginning of period | $ 7,102,801 | $ 10,517,873 |
Original discount limited to proceeds of convertible notes | 166,000 | |
Settlement of derivative instruments | (4,035,906) | (16,824,669) |
Change in fair value of embedded conversion option | (22,861) | 13,243,597 |
Balance at the end of the period | $ 3,044,034 | $ 7,102,801 |
Assumptions used to calculate f
Assumptions used to calculate fair value of derivative liabilities (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Trading Liabilities At Issuance [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 212.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 358.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.25% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.47% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm2] | 1 year |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Trading Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 117.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 240.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.39% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.12% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm2] | 1 year |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 7 months 24 days |
NOTE 8 - STOCKHOLDERS_ DEFICIT
NOTE 8 - STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 02, 2021 | Oct. 12, 2021 | Feb. 16, 2021 | Jan. 04, 2021 | Feb. 07, 2020 | Sep. 18, 2019 | Aug. 13, 2019 | Apr. 12, 2019 | Mar. 23, 2018 | |
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||
[custom:PreferredSeriesAStockOfferingAuthorized] | 1,000,000 | |||||||||||||
[custom:PreferredSeriesAStockOfferingAuthorizedOfferingPrice] | $ 0.10 | |||||||||||||
[custom:ProceedsFromPreferredSeriesAStockSubscriptions] | $ 60,000 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesPreferredSeriesAStockSubscriptions] | 600,000 | |||||||||||||
[custom:StockIssuedDuringPeriodToOfficersSeriesBPreferredStock] | 1,000,000 | |||||||||||||
[custom:InitialRedemptionAmountOfSeriesBPreferredStockClassifiedAsMezzanineEquityValue] | $ 158,247 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesPreferredStockSold] | 270,000 | |||||||||||||
[custom:ProceedsFromPreferredStockSubscriptions] | $ 270,000 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesPreferredStockSoldIntrinsicValue] | 270,000 | |||||||||||||
Preferred Stock, Value, Issued | 2,468,645 | 258,645 | ||||||||||||
[custom:ProceedsFromIssuanceOrSaleOfEquityPreferredStock] | $ 2,250,000 | |||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock, Shares, Outstanding | 790,924,690 | 722,487,846 | ||||||||||||
[custom:ConsultingAgreementPeriodicPayment] | $ 5,000 | |||||||||||||
[custom:ConsultingAgreementCommonStockIssuedShares] | 2,500,000 | |||||||||||||
[custom:ConsultingAgreementCommonStockIssuedExercisePricePerShare] | $ 0.0001 | |||||||||||||
[custom:ConsultingAgreementCommonStockIssuedValue] | $ 62,750 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 75,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | 45,000,000 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,750,000 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 48,000,000 | 98,786,360 | ||||||||||||
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 4,470,336 | 9,246,186 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 3,750 | |||||||||||||
Chief Financial Officer [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodToOfficersSeriesBPreferredStock] | 500,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 1,000,000 | |||||||||||||
[custom:PreferredStockFairValue-0] | $ 60,398 | |||||||||||||
Preferred Stock, Shares Issued | 500,000 | 500,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 500,000 | 500,000 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 1,000,000 | |||||||||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,500,000 | 5,500,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 1,500,000 | 5,500,000 | ||||||||||||
[custom:PreferredStockFairValue-0] | $ 264,000 | |||||||||||||
Preferred Stock, Shares Issued | 1,500,000 | 40,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 1,500,000 | 40,000 | ||||||||||||
[custom:StockIssuedDuringPeriodSharesPreferredStockIssuedToSatisfyNotesPayable] | 220,000 | |||||||||||||
[custom:DebtOutstandingSatisfiedByIssuanceByPreferredStock-0] | $ 220,000 | |||||||||||||
[custom:RecordedLossOnExtinguishmentOfDebt] | $ 44,000 | |||||||||||||
[custom:SeriesCPreferredStockConvertedIntoCommonStockShares] | 450,000 | |||||||||||||
[custom:PreferredStockSharesValuePerShare-0] | $ 1 | |||||||||||||
Preferred Stock, Value, Issued | $ 40,000 | |||||||||||||
[custom:ConversionOfPreferredSeriesCStockShares] | 40,000 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 | |||||||||||||
[custom:PreferredStockSoldDuringPeriodPricePerShare] | $ 1.50 | |||||||||||||
Common Stock 1 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | |||||||||||||
[custom:ConvertibleNoteRemainingBalanceAfterIssuanceOfCommonSharesToSettleNote-0] | $ 40,000 | |||||||||||||
Common Stock 2 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:ConvertibleNoteRemainingBalanceAfterIssuanceOfCommonSharesToSettleNote-0] | $ 331,304 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotesPayable] | 1,803,279 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotesPayable] | $ 247,270 | |||||||||||||
[custom:ConvertibleNoteOriginalAmount-0] | 275,000 | |||||||||||||
Common Stock 3 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotesPayable] | 2,663,299 | |||||||||||||
[custom:ConvertibleNoteOriginalAmount-0] | 380,000 | |||||||||||||
[custom:ConvertibleNoteAccruedInterest-0] | $ 26,153 | |||||||||||||
Common Stock 4 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 1,921,875 | |||||||||||||
Common Stock 5 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesPursuantToEmploymentAgreementWithOfficer] | 1,000,000 | |||||||||||||
[custom:StockIssuedDuringPeriodValuePursuantToEmploymentAgreementWithOfficer] | $ 18,990 | |||||||||||||
Common Stock 6 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,750,000 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 75,000 | |||||||||||||
Common Stock 7 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:ProceedsFromCommonStockShareSubscription] | $ 100,000 | |||||||||||||
[custom:CommonStockSubscriptionsShares] | 5,000,000 | |||||||||||||
[custom:CommonStockSubscriptionsSharesPricePerShare] | $ 0.02 | |||||||||||||
[custom:SeriesCPreferredStockShareSubscriptionsPurchasedFromProceedsFromCommonStockSubscriptions] | 66,667 | |||||||||||||
[custom:SeriesCPreferredStockShareSubscriptionsPurchasedFromProceedsFromCommonStockSubscriptionsPricePerShare] | $ 1.50 | |||||||||||||
Common Stock 8 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfConvertibleNotePayable] | 8,000,000 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfConvertibleNotePayableCashAmountPaid] | $ 21,000 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfConvertibleNotePayable] | 88,795 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfConvertibleNotePayableAccruedInterest] | 26,153 | |||||||||||||
[custom:GainLossOnExtinguishmentOfDebtConvertibleNotePayable] | $ 20,364 | |||||||||||||
Common Stock 9 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesGeneralReleaseAgreement] | 2,000,000 | |||||||||||||
[custom:StockIssuedDuringPeriodValueGeneralReleaseAgreement] | $ 28,400 | |||||||||||||
Common Stock 10 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:ConvertibleNoteRemainingBalanceAfterIssuanceOfCommonSharesToSettleNote-0] | $ 0 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotesPayable] | 15,000,000 | |||||||||||||
Common Stock 11 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 2,548,461 |
Summary of options issued and o
Summary of options issued and outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note 9 Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,500,000 | 200,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.034 | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,500,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.034 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | (200,000) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.007 |
Stock options outstanding (Deta
Stock options outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,500,000 | 200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.007 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 8 months 1 day | |
Proceeds from Stock Options Exercised | $ 285,250 | |
Stock Option 1 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 2,500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0001 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 month 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Mar. 1, 2022 | |
Proceeds from Stock Options Exercised | $ 250 | |
Stock Option 2 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 2,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 31, 2026 | |
Proceeds from Stock Options Exercised | $ 30,000 | |
Stock Option 3 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.03 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 31, 2027 | |
Proceeds from Stock Options Exercised | $ 30,000 | |
Stock Option 4 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.05 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 8 months 1 day | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 31, 2028 | |
Proceeds from Stock Options Exercised | $ 50,000 | |
Stock Option 5 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.075 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 1 day | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 31, 2029 | |
Proceeds from Stock Options Exercised | $ 75,000 | |
Stock Option 6 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 8 months 1 day | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 31, 2030 | |
Proceeds from Stock Options Exercised | $ 100,000 |
NOTE 9 _ STOCK OPTIONS (Details
NOTE 9 – STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Option Indexed to Issuer's Equity [Line Items] | |||
[custom:ConsultingAgreementCommonStockIssuedShares] | 2,500,000 | ||
[custom:ConsultingAgreementCommonStockIssuedExercisePricePerShare] | $ 0.0001 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 200,000 | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.034 | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.007 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 29,500 | ||
Options 1 [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,000,000 | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGrantDateIntrinsicValue1] | $ 0.015 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 0.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,000,000 | 2,000,000 |
Summary of the continuity of sh
Summary of the continuity of share purchase warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note 10 Warrants | ||
Class of Warrant or Right, Outstanding | 115,048,858 | 260,500,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00597 | $ 0.00283 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | (140,935,268) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 0.00035 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (4,515,874) | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisedWeightedAverageExercisePrice] | $ 0.00035 |
Share purchase warrants outstan
Share purchase warrants outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right, Outstanding | 115,048,858 | 260,500,000 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 115,048,858 | |
Proceeds from Warrant Exercises | $ 686,592 | |
Warrant [Member] | ||
Class of Warrant or Right, Outstanding | 500,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 500,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisePrice-0] | $ 0.10 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 11 months 4 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 3, 2023 | |
Proceeds from Warrant Exercises | $ 50,000 | |
Warrant 1 [Member] | ||
Class of Warrant or Right, Outstanding | 104,548,858 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 104,548,858 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisePrice-0] | $ 0.00035 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 2 months 12 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Mar. 13, 2024 | |
Proceeds from Warrant Exercises | $ 36,592 | |
Warrant 2 [Member] | ||
Class of Warrant or Right, Outstanding | 10,000,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 10,000,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisePrice-0] | $ 0.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 3 years 7 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 26, 2025 | |
Proceeds from Warrant Exercises | $ 600,000 |
NOTE 10 _ WARRANTS (Details Nar
NOTE 10 – WARRANTS (Details Narrative) | Dec. 31, 2021USD ($) |
Note 10 Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 1,207,587 |
NOTE 12 _ COMMITMENTS AND CON_2
NOTE 12 – COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Other Commitments [Line Items] | |
[custom:ConsultingAgreementPeriodicPayment] | $ 5,000 |
[custom:ConsultingAgreementCommonStockIssuedShares] | shares | 2,500,000 |
[custom:ConsultingAgreementCommonStockIssuedExercisePricePerShare] | $ / shares | $ 0.0001 |
Employment Agreement 1 [Member] | |
Other Commitments [Line Items] | |
[custom:OfficerContractAnnualSalaryAmount] | $ 50,000 |
Employment Agreement 2 [Member] | |
Other Commitments [Line Items] | |
[custom:OfficerContractIssuanceOfShares] | shares | 5,108,197 |
[custom:OfficerContractIssuanceOfSharesFairValueOfStock] | $ 143,030 |
Employment Agreement 3 [Member] | |
Other Commitments [Line Items] | |
[custom:OfficerContractAnnualSalaryAmount] | $ 70,000 |
[custom:OfficerContractIssuanceOfShares] | shares | 1,000,000 |
[custom:OfficerContractIssuanceOfSharesFairValueOfStock] | $ 18,990 |
Employment Agreement 4 [Member] | |
Other Commitments [Line Items] | |
[custom:OfficerContractAnnualSalaryAmount] | $ 75,000 |
[custom:OfficerContractStockOptionsGranted] | shares | 6,000,000 |
Components of the net deferred
Components of the net deferred tax asset (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 6,682,076 | $ 6,889,686 |
Stock/options issued for services | (644,255) | (512,905) |
Stock/options issued for acquisitions | (106,856) | (106,856) |
Loss on settlement of debt | 3,335,560 | 2,510,180 |
Contributed services | (77,997) | (77,997) |
Depreciation and amortization | (396,763) | (319,583) |
Meals and Entertainment | (1,809) | (1,809) |
Loss on change in fair value of conversion features | (5,493,410) | (5,498,210) |
Accretion of discount on convertible note | (316,230) | (261,970) |
Loss on preferred share liability | (2,490) | (2,490) |
Valuation allowance | (2,977,826) | (2,618,046) |
Net Deferred Tax Asset |
Reconciliation of income tax pr
Reconciliation of income tax provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Book income (loss) from operations | $ 207,610 | $ (800,530) |
Stock/options issued for services | 131,350 | 141,980 |
Depreciation and amortization | 77,180 | 73,230 |
Loss on settlement of debt | (825,380) | (2,524,400) |
Loss on change in fair value of conversion feature | (4,800) | 2,739,830 |
Accretion of discount on convertible note | 54,260 | 91,630 |
Change in valuation allowance | 359,780 | 278,260 |
Provision for Income Taxes |
NOTE 13 _ INCOME TAXES (Details
NOTE 13 – INCOME TAXES (Details Narrative) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 11,935,362 |
NOTE 14. SUBSEQUENT EVENTS (Det
NOTE 14. SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 01, 2022 | Jan. 12, 2022 |
Subsequent Events [Abstract] | ||
[custom:CommonStockShareSubscriptionReceivedShares] | 2,857,143 | 5,714,286 |
[custom:CommonStockShareSubscriptionReceivedPricePerShare] | $ 0.035 | $ 0.035 |
[custom:ProceedsReceivedFromCommonStockShareSubscriptionReceived] | $ 100,000 | $ 200,000 |