Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-31549 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 805,596,961 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 31,458 | $ 116,497 |
Accounts receivable, net | 24,714 | 96,022 |
Inventory | 38,614 | 36,954 |
Prepaid expenses | 53,090 | |
Other current assets | 7,200 | 8,200 |
Total current assets | 101,986 | 310,763 |
PROPERTY AND EQUIPMENT | ||
Property and equipment, net | 1,032,143 | 762,054 |
OTHER ASSETS | ||
Intangible assets, net | 2,872,138 | 3,098,021 |
Operating lease right-of-use asset | 52,645 | 83,420 |
Total other assets | 2,924,783 | 3,181,441 |
TOTAL ASSETS | 4,058,912 | 4,254,258 |
CURRENT LIABILITIES | ||
Accounts payable | 561,664 | 72,873 |
Accrued expenses - related parties | 230,492 | 226,844 |
Accrued expenses | 845,913 | 691,364 |
Advances payable | 500,000 | |
Operating lease liability | 48,213 | 42,012 |
Current portion of notes payable – related parties, net | 177,650 | 85,850 |
Current portion of notes payable, net | 404,049 | 133,144 |
Current portion of convertible notes payable, net | 430,934 | 480,808 |
Derivative liability | 1,026,338 | 3,044,034 |
Total current liabilities | 4,225,253 | 4,776,929 |
LONG-TERM LIABILITIES | ||
Convertible notes payable, net of current portion and discounts | 1,465,300 | 1,465,300 |
Operating lease liability, net of current portion | 4,432 | 41,408 |
TOTAL LIABILITIES | 5,694,985 | 6,283,637 |
MEZZANINE EQUITY | ||
Preferred series A stock, $0.001 par value; 1,000,000 authorized; 500,000 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 60,398 | 60,398 |
Preferred series B stock, $0.001 par value; 1,000,000 authorized; 1,000,000 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 158,247 | 158,247 |
Preferred series C stock, $0.001 par value; 1,500,000 authorized; 1,500,000 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 2,250,000 | 2,250,000 |
TOTAL MEZZANINE EQUITY | 2,468,645 | 2,468,645 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 1,000,000,000 authorized; 805,596,961 and 790,924,690 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 805,596 | 790,924 |
Additional paid-in-capital | 24,468,135 | 24,310,045 |
Accumulated deficit | (29,378,449) | (29,598,993) |
TOTAL STOCKHOLDERS' DEFICIT | (4,104,718) | (4,498,024) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | $ 4,058,912 | $ 4,254,258 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 805,596,961 | 790,924,690 |
Common Stock, Shares, Outstanding | 805,596,961 | 790,924,690 |
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 | 1,500,000 |
Preferred Stock, Shares Issued | 1,500,000 | 1,500,000 |
Preferred Stock, Shares Outstanding | 1,500,000 | 1,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES | ||||
Product | $ 38,893 | $ 33,279 | $ 111,163 | $ 204,138 |
Licensing | 9,000 | 75,347 | 18,097 | 225,122 |
Equipment leases | 241,604 | 258,104 | 744,812 | 802,132 |
Total Revenues | 289,497 | 366,730 | 874,072 | 1,231,392 |
OPERATING EXPENSES | ||||
General and administrative | 551,921 | 1,031,072 | 2,008,782 | 2,583,139 |
Research and development | 119 | 14,783 | 5,444 | 29,738 |
Cost of product, licensing and equipment leases | 6,321 | 85,591 | 81,112 | 225,960 |
Depreciation and amortization | 125,414 | 98,364 | 357,799 | 295,092 |
Total operating expenses | 683,775 | 1,229,810 | 2,453,137 | 3,133,929 |
Loss from operations | (394,278) | (863,080) | (1,579,065) | (1,902,537) |
OTHER INCOME (EXPENSE) | ||||
Gain on change in fair value of derivative liability | 51,008 | 457,116 | 2,061,774 | 1,749,277 |
Gain on settlement of debt | (1,011) | 361,357 | 68,259 | 3,689,055 |
Interest expense | (154,182) | (101,580) | (330,424) | (378,223) |
Misc. income | 50,000 | |||
Total other income (expense) | (104,185) | 716,893 | 1,799,609 | 5,110,109 |
Income (loss) before income taxes | (498,463) | (146,187) | 220,544 | 3,207,572 |
Income taxes | ||||
NET (INCOME (LOSS) | $ (498,463) | $ (146,187) | $ 220,544 | $ 3,207,572 |
Basic income (loss) per share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic weighted average shares outstanding | 806,882,966 | 773,082,751 | 797,708,252 | 760,229,694 |
Diluted weighted average shares outstanding | 806,882,966 | 773,082,751 | 899,948,629 | 1,024,432,537 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2021 at Dec. 31, 2020 | $ 722,488 | $ 23,202,933 | $ (30,587,612) | $ (6,662,191) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 722,487,846 | |||
Common stock issued for services | $ 2,500 | 74,276 | 76,776 | |
Stock Issued During Period, Shares, Issued for Services | 2,500,000 | |||
Common stock issued in settlement of debt | $ 4,466 | 648,844 | 653,310 | |
Stock Issued During Period, Shares, Other | 4,466,508 | |||
Common stock issued in conversion of convertible notes payable | $ 25,000 | 25,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | |||
Conversion of preferred series C stock | $ 4,000 | 36,000 | 40,000 | |
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | |||
Net loss | (718,028) | (718,028) | ||
Balance – September 30, 2022 at Mar. 31, 2021 | $ 758,454 | 23,962,053 | (31,305,640) | (6,585,133) |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 758,454,354 | |||
Balance - December 31, 2021 at Dec. 31, 2020 | $ 722,488 | 23,202,933 | (30,587,612) | (6,662,191) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 722,487,846 | |||
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | |||
Net loss | 3,207,572 | |||
Common stock issued in cashless exercise of warrants | 34,594 | |||
Balance – September 30, 2022 at Sep. 30, 2021 | $ 780,126 | 24,349,886 | (27,380,040) | (2,250,028) |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 780,126,229 | |||
Balance - December 31, 2021 at Dec. 31, 2020 | $ 722,488 | 23,202,933 | (30,587,612) | (6,662,191) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 722,487,846 | |||
Balance – September 30, 2022 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 | |||
Balance - December 31, 2021 at Mar. 31, 2021 | $ 758,454 | 23,962,053 | (31,305,640) | (6,585,133) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 758,454,354 | |||
Common stock issued for services | $ 1,000 | 32,174 | 33,174 | |
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||
Net loss | 4,071,787 | 4,071,787 | ||
Sale of Stock, Number of Shares Issued in Transaction | 8,750,000 | |||
Common stock issued in cashless exercise of warrants | $ 1,922 | 32,672 | 34,594 | |
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 1,921,875 | |||
Balance – September 30, 2022 at Jun. 30, 2021 | $ 770,126 | 24,193,149 | (27,233,853) | (2,270,578) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 770,126,229 | |||
Common stock issued for services | $ 2,000 | 40,737 | 42,737 | |
Stock Issued During Period, Shares, Issued for Services | 2,000,000 | |||
Common stock issued in conversion of convertible notes payable | $ 8,000 | 116,000 | 124,000 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 8,000,000 | |||
Net loss | (146,187) | (146,187) | ||
Balance – September 30, 2022 at Sep. 30, 2021 | $ 780,126 | 24,349,886 | (27,380,040) | (2,250,028) |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 780,126,229 | |||
Balance - December 31, 2021 at Dec. 31, 2021 | $ 790,924 | 24,310,045 | (29,598,993) | (4,498,024) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 790,924,690 | |||
Net loss | 468,049 | 468,049 | ||
Stock-based compensation | 7,952 | 7,952 | ||
Balance – September 30, 2022 at Mar. 31, 2022 | $ 790,924 | 24,317,997 | (29,130,944) | (4,022,023) |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 790,924,690 | |||
Balance - December 31, 2021 at Dec. 31, 2021 | $ 790,924 | 24,310,045 | (29,598,993) | (4,498,024) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 790,924,690 | |||
Net loss | 220,544 | |||
Common stock issued in cashless exercise of warrants | ||||
Balance – September 30, 2022 at Sep. 30, 2022 | $ 805,596 | 24,468,135 | (29,378,449) | (4,104,718) |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 805,596,961 | |||
Balance - December 31, 2021 at Mar. 31, 2022 | $ 790,924 | 24,317,997 | (29,130,944) | (4,022,023) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 790,924,690 | |||
Common stock issued in conversion of convertible notes payable | $ 16,644 | 108,876 | 125,520 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 16,644,146 | |||
Net loss | 250,958 | 250,958 | ||
Stock-based compensation | 21,422 | 21,422 | ||
Balance – September 30, 2022 at Jun. 30, 2022 | $ 807,568 | 24,448,295 | (28,879,986) | (3,624,123) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 807,568,836 | |||
Net loss | (498,463) | (498,463) | ||
Stock-based compensation | 17,868 | 17,868 | ||
Return and cancellation of common shares | $ (1,972) | 1,972 | ||
[custom:StockReturnCancellationDuringPeriodShares] | (1,971,875) | |||
Balance – September 30, 2022 at Sep. 30, 2022 | $ 805,596 | $ 24,468,135 | $ (29,378,449) | $ (4,104,718) |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 805,596,961 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net income | $ 220,544 | $ 3,207,572 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 357,799 | 295,092 |
Amortization of debt discount | 133,596 | 240,413 |
Common stock issued for services | 267,830 | |
(Gain) loss on change in fair value of derivative liability | (2,061,774) | (1,749,277) |
Amortization of right of use asset | 30,775 | 39,182 |
(Gain) loss on settlement of debt | (68,259) | (3,689,055) |
Default penalties on convertible notes | 15,172 | |
Stock-based compensation | 47,242 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 71,308 | 3,679 |
Inventory | (1,660) | (6,130) |
Prepaid expenses | 53,090 | (8,543) |
Deposits | 9,726 | |
Other assets | 1,000 | (16,740) |
Operating lease liability | (30,775) | (39,182) |
Accounts payable | 488,791 | (212,125) |
Accrued expenses - related party | 3,648 | 14,887 |
Accrued expenses | 166,989 | 165,479 |
Net cash used in operating activities | (587,686) | (1,279,320) |
Cash Flows from Investing Activities | ||
Purchase of equipment | (402,005) | (28,138) |
Net cash used for by investing activities | (402,005) | (28,138) |
Cash Flows from Financing Activities | ||
Proceeds from advances payable | 500,000 | 1,450,000 |
Proceeds from notes payable | 463,965 | 410,377 |
Proceeds from notes payable - related parties | 96,800 | |
Proceeds from convertible notes payable | 225,000 | 920,000 |
Proceeds from sale of common stock | 175,000 | |
Repayment of convertible notes payable | (120,465) | (673,989) |
Repayment of notes payable | (255,648) | (796,036) |
Repayment of notes payable - related parties | (5,000) | (53,763) |
Net cash provided by financing activities | 904,652 | 1,431,589 |
Net change in cash | (85,039) | 124,131 |
Cash and cash equivalents at beginning of period | 116,497 | 115,196 |
Cash and cash equivalents at end of period | 31,458 | 239,327 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 122,054 | 72,763 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Original debt discount against convertible notes | 9,000 | 12,000 |
Original debt discount against notes payable | 82,435 | 174,435 |
Initial derivative on convertible note | 113,348 | |
Cancellation of common stock | 1,972 | |
Note payable settled for non-cash consideration | 122,900 | |
Common stock issued for services | 81,740 | |
Common stock issued in conversion of convertible notes payable | 125,250 | 149,000 |
Common stock issued in settlement of notes payable to related parties | 653,310 | |
Common stock issued in cashless exercise of warrants | 34,594 | |
Common stock issued in conversion of preferred series C stock | $ 40,000 |
NOTE 1. BASIS OF PRESENTATION A
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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 The unaudited interim condensed consolidated financial statements of PCT LTD (the “Company”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheet, statements of operations, stockholders’ equity (deficit), and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2021 audited financial statements as reported in its Form 10-K, filed on March 31, 2022. 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, but 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 associates 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®. 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 53.75% interest in Disruptive in consideration for the assignment of certain patents to Disruptive and realized no gain or loss on the sale. On April 12, 2022, the Company incorporated two wholly-owned subsidiaries, 21 st st Significant Accounting Policies There have been no changes to the significant accounting policies of the Company from the information provided in Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K. 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 three months and nine months ended September 30, 2022, there were outstanding common share equivalents which amounted to 331,667,447 and 231,733,160 shares of common stock, respectively, 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. Three months ended September 30, 2022 Three months ended September 30, 2021 Nine months Nine months Numerator: Net income (loss) (498,463 ) (146,187 ) 220,544 3,207,572 (Gain) loss on change in fair value of derivative liability — — (1,835,014 ) (1,641,616 ) Gain on settlement of debt — — (69,270 ) (3,792,104 ) Interest expense — — — 30,617 Adjusted net income (loss) (498,463 ) (146,187 ) (1,683,740 ) (2,195,531 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 806,882,966 773,082,751 797,708,252 760,229,694 Effect of dilutive warrants — — 101,723,677 203,745,854 Effect of convertible note weighted shares — — 516,700 60,456,989 Diluted 806,882,966 773,082,751 899,948,629 1,024,432,537 Net income (loss) per share applicable to common shareholders: Basic $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Diluted $ (0.00 ) $ (0.00 ) $ (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 | 9 Months Ended |
Sep. 30, 2022 | |
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 limited assets, has an accumulated deficit of $ 29,378,449 4,123,267 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 | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
NOTE 3. PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT Property and equipment at September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Leasehold improvements $ 61,846 $ 61,580 Machinery and leased equipment 433,417 365,483 Machinery and equipment not yet in service 732,572 440,150 Office equipment and furniture 99,296 57,913 Website 2,760 2,760 Total property and equipment $ 1,329,891 $ 927,886 Less: Accumulated Depreciation (297,748 ) (165,832 ) Property and equipment, net $ 1,032,143 $ 762,054 Depreciation expense was $ 131,916 66,726 292,422 |
NOTE 4. INTANGIBLE ASSETS
NOTE 4. INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 4. INTANGIBLE ASSETS | NOTE 4. INTANGIBLE ASSETS Intangible assets at September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Patents $ 4,505,489 $ 4,505,489 Technology rights 200,000 200,000 Intangibles, at cost 4,705,489 4,705,489 Less: Accumulated amortization (1,833,351 ) (1,607,468 ) Net Carrying Amount $ 2,872,138 $ 3,098,021 Amortization expense was $ 225,883 228,366 Estimated Future Amortization Expense: $ For year ending December 31, 2022 75,501 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 1,588,625 Total 2,872,138 |
NOTE 5. LEASES
NOTE 5. LEASES | 9 Months Ended |
Sep. 30, 2022 | |
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 7,803 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 13,500 At September 30, 2022, the weighted average remaining operating lease term was 1.08 years and the weighted average discount rate associated with operating leases was 18.5%. The components of lease expenses for the nine-month period ended September 30, 2022 and 2021 were as follows: 2022 2021 $ Total operating lease cost 40,500 59,750 The following table provides supplemental cashflow and other information related to leases for the nine-month period ended September 30, 2022 and 2021: 2022 2021 $ Lease payments 109,809 127,700 Supplemental balance sheet information related to leases as of September 30, 2022 and 2021 are as below: 2022 2021 $ Cost 123,614 176,213 Accumulated amortization (70,969 ) (44,411 ) Impairment — (39,030 ) Net carrying value 52,645 92,772 Future minimum lease payments related to lease obligations are as follows as of September 30, 2022: $ 2022 13,500 2023 45,000 Total minimum lease payments 58,500 Less: amount of lease payments representing effects of discounting (5,855 ) Present value of future minimum lease payments 52,645 Less: current obligations under leases (48,213 ) Lease liabilities, net of current portion 4,432 |
NOTE 6. Notes Payable
NOTE 6. Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 6. Notes Payable | NOTE 6. Notes Payable The following tables summarize notes payable as of September 30, 2022 and December 31, 2021: Type Original Amount Origination Date Maturity Date Effective Annual Interest Rate Balance at September 30, 2022 Balance at December 31, 2021 Note Payable ** $ 25,000 05/08/2017 06/30/2018 0 % $ 20,000 $ 22,500 Note Payable ** $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ 110,644 Note Payable (a) $ 199,000 02/04/2022 02/03/2023 0 % $ — $ — Note Payable (b) $ 131,100 03/04/2022 12/16/2022 83 % $ 40,457 $ — Note Payable (c) $ 81,600 04/13/2022 01/05/2023 87 % $ 32,063 — Note Payable (d) $ 200,000 7/13/2022 7/11/2023 70 % $ 177,439 — Note Payable (e) $ 57,600 8/15/2022 2/13/2023 171 % $ 44,308 — Sub-total $ 424,911 $ 133,144 Debt discount $ (20,862 ) $ — Balance, net $ 404,049 $ 133,144 Less current portion $ (404,049 ) $ (133,144 ) Total long-term $ — $ — ** Currently in default a) On February 4, 2022, the Company entered into a loan agreement with a non-related party for $ 199,000 2,985 196,015 5,013 2,985 117,312 122,900 1,011 0 b) On March 4, 2022, the Company sold future receivables with a non-related party for $ 131,100 36,100 95,000 3,121 32,518 90,643 40,457 3,582 c) On April 13, 2022, the Company sold future receivables with a non-related party for $ 81,600 21,600 60,000 2,147 18,133 49,537 32,063 3,467 d) On July 13, 2022, the Company entered into a loan agreement with a non-related party for $ 200,000 2,500 122,900 74,600 5,308 878 42,462 177,439 1,622 e) On August 15, 2022, the Company sold future receivables with a non-related party for $ 57,600 17,600 40,000 2,215 8,113 13,292 44,308 12,191 The following table summarizes notes payable, related parties as of September 30, 2022 and December 31, 2021: Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at September 30, 2022 Balance at December 31, 2021 Note Payable, RP ** $ 17,000 06/20/2018 01/02/2020 5 % $ 10,000 $ 10,000 Note Payable, RP ** $ 50,000 07/27/2018 11/30/2018 8 % $ 10,850 $ 10,850 Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000 Note Payable, RP (f) $ 84,034 02/16/2021 Demand 5 % $ 45,000 $ 50,000 Note Payable, RP (g) $ 9,000 06/15/2022 12/31/2022 0 % $ 9,000 $ — Note Payable, RP (g) $ 5,000 06/24/2022 12/31/2022 0 % $ 5,000 $ — Note Payable, RP (g) $ 41,300 06/29/2022 12/31/2022 0 % $ 41,300 $ — Note Payable, RP (h) $ 15,500 07/07/2022 12/31/2022 0 % 15,500 — Note Payable, RP (i) $ 3,500 08/19/2022 12/31/2022 0 % 3,500 — Note Payable, RP (j) $ 22,500 09/02/2022 12/31/2022 0 % 22,500 — Subtotal $ 177,650 $ 85,850 Debt discount $ — $ — Balance, net $ 177,650 $ 85,850 Less current portion $ (177,650 ) $ (85,850 ) Total long-term $ — $ — ** Currently in default f) On March 7, 2022, the Company repaid the principal amount of $ 5,000 45,000 g) During June 2022, the Company entered into three promissory notes with the CFO of the Company for an aggregate principal amount of $ 55,300 0 h) On July 7, 2022, the Company entered into a promissory note with the CFO of the Company for a principal amount of $ 15,500 0 i) On August 19, 2022, the Company entered into a promissory note with the CFO of the Company for a principal amount of $ 3,500 0 j) On September 2, 2022, the Company entered into a promissory note with the CFO of the Company for a principal amount of $ 22,500 0 The following table summarizes convertible notes payable as of September 30, 2022 and December 31, 2021: Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at September 30, 2022 Balance at December 31, 2021 Convertible Note Payable (k) * ** $ 150,000 04/10/2020 04/09/2021 12 % $ — $ 25,000 Convertible Note Payable (l) $ 300,000 08/27/2020 07/31/2021 12 % $ 265,000 $ 270,000 Convertible Note Payable (m) $ 226,162 11/04/2021 11/04/2022 19 % $ — $ 203,546 Convertible Note Payable $ 1,465,300 11/30/2021 11/30/2023 5 % $ 1,465,300 $ 1,465,300 Convertible Note Payable (n) ** $ 128,000 03/29/2022 03/29/2023 12 % $ 128,000 $ — Convertible Note Payable (o) $ 53,000 06/01/2022 06/01/2023 12 % $ 53,000 $ — Convertible Note Payable (p) $ 53,000 06/14/2022 06/14/2023 12 % $ 53,000 $ — Subtotal $ 1,964,300 $ 1,963,846 Debt discount $ (68,066 ) $ (17,738 ) Balance, net $ 1,896,234 $ 1,946,108 Less current portion $ (430,934 ) $ (480,808 ) Total long-term $ 1,465,300 $ 1,465,300 * Embedded conversion feature accounted for as a derivative liability at period end ** Currently in default k) During the nine months ended September 30, 2022, the Company repaid $ 25,000 0 l) During the nine months ended September 30, 2022, the Company repaid $ 5,000 265,000 m) During the nine months ended September 30, 2022, $ 17,738 90,465 16,644,146 0 n) On March 29, 2022, the Company entered into a convertible promissory note with a non-related party for $ 128,000 500 2,500 12 113,348 52,436 o) On June 1, 2022, the Company entered into a convertible promissory note with a non-related party for $ 53,000 500 2,500 50,000 12 976 p) On June 14, 2022, the Company entered into a convertible promissory note with a non-related party for $ 53,000 500 2,500 50,000 12 870 |
NOTE 7. DERIVATIVE LIABILITIES
NOTE 7. DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Note 7. Derivative Liabilities | |
NOTE 7. DERIVATIVE LIABILITIES | NOTE 7. DERIVATIVE LIABILITIES The embedded conversion option of (1) the convertible debentures described in Note 6 and (2) warrants, containing 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. September 30, December 31, Balance at the beginning of period $ 3,044,034 $ 7,102,801 Discount upon recognition of conversion feature 113,348 — Settlement of derivative instruments (69,270 ) (4,035,906 ) Change in fair value of embedded conversion option (2,061,774 ) (22,861 ) Balance at the end of the period $ 1,026,338 $ 3,044,034 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 September 30, 2022 108 199 3.92 4.25 0 % 0.49 2.91 |
NOTE 8. STOCKHOLDERS' DEFICIT
NOTE 8. STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
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 0.10 60,000 600,000 On April 12, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 1,000,000 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. To date, the Shares have not yet been converted into Common Stock. 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 in 2019 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 and was valued by using the Binomial Model based on various assumptions and was reclassified from a liability to mezzanine equity. As of September 30, 2022, and December 31, 2021, 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 1,000,000 158,247 As of September 30, 2022, and December 31, 2021, there were 1,000,000 Series C Preferred Shares Pursuant to the 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 15, 2021, 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 2,250,000 As of September 30, 2022, and December 31, 2021, there were 1,500,000 Common Stock The authorized shares of common stock consists of 1,000,000,000 0.001 805,596,961 790,924,690 On May 26, 2022, $ 12,500 1,453,488 On June 1, 2022, $ 12,500 1,506,024 On June 2, 2022, $ 15,000 1,973,684 On June 6, 2022, $ 20,000 2,597,403 On June 8, 2022, $ 30,000 3,947,368 On June 13, 2022, $ 20,000 2,702,703 On June 21, 2022, $ 15,520 2,463,476 On August 31, 2022, 1,971,875 |
NOTE 9. STOCK OPTIONS
NOTE 9. STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Note 9. Stock Options | |
NOTE 9. STOCK OPTIONS | NOTE 9. STOCK OPTIONS Below is a table summarizing the options issued and outstanding as of September 30, 2022: Number of options Weighted average exercise price Balance, December 31, 2021 8,500,000 0.034 Granted 7,000,000 0.067 Expired/Cancelled (6,500,000 ) 0.039 Settled — — Balance, September 30, 2022 9,000,000 0.056 Exercisable 3,500,000 0.021 As at September 30, 2022, the following share stock options were outstanding: Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 09/01/2021 2,000,000 2,000,000 0.015 3.92 08/31/2026 30,000 04/01/2021 1,500,000 1,500,000 0.03 4.92 08/31/2027 45,000 04/01/2021 1,500,000 — 0.05 5.92 08/31/2028 75,000 04/01/2021 2,000,000 — 0.075 6.92 08/31/2029 150,000 04/01/2021 2,000,000 — 0.10 7.92 08/31/2030 200,000 9,000,000 3,500,000 $ 500,000 At September 30, 2022, the weighted average exercise prices are $ 0.056 0.021 0 During the nine months ended September 30, 2022, the Company revised the terms of an employment agreement with the CFO to increase the amount of unvested stock options from 4,000,000 to 7,000,000 which shall vest incrementally over four years in the following manner: 1,500,000 stock options on September 1, 2022, 1,500,000 stock options on September 1, 2023, 2,000,000 stock options on September 1, 2024 and the final 2,000,000 stock options on September 1, 2025. Upon modification of the stock options, the Company calculated the incremental compensation cost of $42,899, which will be amortized to expense over the vesting period. |
NOTE 10. WARRANTS
NOTE 10. WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 115,048,858 0.00597 Cancelled — — Granted — — Exercised — — Balance, September 30, 2022 115,048,858 0.00597 As at September 30, 2022, 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 1.18 12/3/2023 50,000 3/31/2019 104,548,858 * 104,548,858 * 0.00035 * 1.45 03/13/2024 36,592 8/26/2020 10,000,000 10,000,000 0.06 2.91 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 September 30, 2022 was $ 737,069 |
NOTE 11. RELATED PARTY TRANSACT
NOTE 11. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
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, and 9 for more details. |
NOTE 12. COMMITMENTS AND CONTIN
NOTE 12. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
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 April 1, 2022, the Company entered into an amended and restated four-year employment agreement with Arthur E. Abraham, replacing the former employment agreement dated September 1, 2021, to add the role of President. The terms of the revised agreement increases the amount of unvested stock options from 4,000,000 to 7,000,000 which shall vest incrementally over four years in the following manner: 1,500,000 stock options on September 1, 2022, 1,500,000 stock options on September 1, 2023, 2,000,000 stock options on September 1, 2024 and the final 2,000,000 stock options on September 1, 2025. All other terms of the former employment agreement remain the same. Other Obligations and Commitments - No new obligation or commitments during the period ending September 30, 2022. |
NOTE 13. SUBSEQUENT EVENTS
NOTE 13. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
NOTE 13. SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS On October 4, 2022, the Company entered into a convertible promissory note with a non-related party for $ 50,000 7 On November 7, 2022, the Company entered into a promissory note with a non-related party for $ 250,000 8 67,500 th th 75,000,000 25,000 |
NOTE 1. BASIS OF PRESENTATION_2
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
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 three months and nine months ended September 30, 2022, there were outstanding common share equivalents which amounted to 331,667,447 and 231,733,160 shares of common stock, respectively, 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. Three months ended September 30, 2022 Three months ended September 30, 2021 Nine months Nine months Numerator: Net income (loss) (498,463 ) (146,187 ) 220,544 3,207,572 (Gain) loss on change in fair value of derivative liability — — (1,835,014 ) (1,641,616 ) Gain on settlement of debt — — (69,270 ) (3,792,104 ) Interest expense — — — 30,617 Adjusted net income (loss) (498,463 ) (146,187 ) (1,683,740 ) (2,195,531 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 806,882,966 773,082,751 797,708,252 760,229,694 Effect of dilutive warrants — — 101,723,677 203,745,854 Effect of convertible note weighted shares — — 516,700 60,456,989 Diluted 806,882,966 773,082,751 899,948,629 1,024,432,537 Net income (loss) per share applicable to common shareholders: Basic $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Diluted $ (0.00 ) $ (0.00 ) $ (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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, 2022 Three months ended September 30, 2021 Nine months Nine months Numerator: Net income (loss) (498,463 ) (146,187 ) 220,544 3,207,572 (Gain) loss on change in fair value of derivative liability — — (1,835,014 ) (1,641,616 ) Gain on settlement of debt — — (69,270 ) (3,792,104 ) Interest expense — — — 30,617 Adjusted net income (loss) (498,463 ) (146,187 ) (1,683,740 ) (2,195,531 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 806,882,966 773,082,751 797,708,252 760,229,694 Effect of dilutive warrants — — 101,723,677 203,745,854 Effect of convertible note weighted shares — — 516,700 60,456,989 Diluted 806,882,966 773,082,751 899,948,629 1,024,432,537 Net income (loss) per share applicable to common shareholders: Basic $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) |
NOTE 3. PROPERTY AND EQUIPMENT
NOTE 3. PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
Property, Plant and Equipment [Table Text Block] | September 30, 2022 December 31, 2021 Leasehold improvements $ 61,846 $ 61,580 Machinery and leased equipment 433,417 365,483 Machinery and equipment not yet in service 732,572 440,150 Office equipment and furniture 99,296 57,913 Website 2,760 2,760 Total property and equipment $ 1,329,891 $ 927,886 Less: Accumulated Depreciation (297,748 ) (165,832 ) Property and equipment, net $ 1,032,143 $ 762,054 Depreciation expense was $ 131,916 66,726 292,422 |
NOTE 4. INTANGIBLE ASSETS (Tabl
NOTE 4. INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, 2022 December 31, 2021 Patents $ 4,505,489 $ 4,505,489 Technology rights 200,000 200,000 Intangibles, at cost 4,705,489 4,705,489 Less: Accumulated amortization (1,833,351 ) (1,607,468 ) Net Carrying Amount $ 2,872,138 $ 3,098,021 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | $ For year ending December 31, 2022 75,501 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 1,588,625 Total 2,872,138 |
NOTE 5. LEASES (Tables)
NOTE 5. LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | 2022 2021 $ Total operating lease cost 40,500 59,750 The following table provides supplemental cashflow and other information related to leases for the nine-month period ended September 30, 2022 and 2021: 2022 2021 $ Lease payments 109,809 127,700 Supplemental balance sheet information related to leases as of September 30, 2022 and 2021 are as below: 2022 2021 $ Cost 123,614 176,213 Accumulated amortization (70,969 ) (44,411 ) Impairment — (39,030 ) Net carrying value 52,645 92,772 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | $ 2022 13,500 2023 45,000 Total minimum lease payments 58,500 Less: amount of lease payments representing effects of discounting (5,855 ) Present value of future minimum lease payments 52,645 Less: current obligations under leases (48,213 ) Lease liabilities, net of current portion 4,432 |
NOTE 6. Notes Payable (Tables)
NOTE 6. Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 Balance at December 31, 2021 Note Payable ** $ 25,000 05/08/2017 06/30/2018 0 % $ 20,000 $ 22,500 Note Payable ** $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ 110,644 Note Payable (a) $ 199,000 02/04/2022 02/03/2023 0 % $ — $ — Note Payable (b) $ 131,100 03/04/2022 12/16/2022 83 % $ 40,457 $ — Note Payable (c) $ 81,600 04/13/2022 01/05/2023 87 % $ 32,063 — Note Payable (d) $ 200,000 7/13/2022 7/11/2023 70 % $ 177,439 — Note Payable (e) $ 57,600 8/15/2022 2/13/2023 171 % $ 44,308 — Sub-total $ 424,911 $ 133,144 Debt discount $ (20,862 ) $ — Balance, net $ 404,049 $ 133,144 Less current portion $ (404,049 ) $ (133,144 ) Total long-term $ — $ — ** Currently in default |
Schedule of Debt [Table Text Block] | Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at September 30, 2022 Balance at December 31, 2021 Note Payable, RP ** $ 17,000 06/20/2018 01/02/2020 5 % $ 10,000 $ 10,000 Note Payable, RP ** $ 50,000 07/27/2018 11/30/2018 8 % $ 10,850 $ 10,850 Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000 Note Payable, RP (f) $ 84,034 02/16/2021 Demand 5 % $ 45,000 $ 50,000 Note Payable, RP (g) $ 9,000 06/15/2022 12/31/2022 0 % $ 9,000 $ — Note Payable, RP (g) $ 5,000 06/24/2022 12/31/2022 0 % $ 5,000 $ — Note Payable, RP (g) $ 41,300 06/29/2022 12/31/2022 0 % $ 41,300 $ — Note Payable, RP (h) $ 15,500 07/07/2022 12/31/2022 0 % 15,500 — Note Payable, RP (i) $ 3,500 08/19/2022 12/31/2022 0 % 3,500 — Note Payable, RP (j) $ 22,500 09/02/2022 12/31/2022 0 % 22,500 — Subtotal $ 177,650 $ 85,850 Debt discount $ — $ — Balance, net $ 177,650 $ 85,850 Less current portion $ (177,650 ) $ (85,850 ) 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, 2022 Balance at December 31, 2021 Convertible Note Payable (k) * ** $ 150,000 04/10/2020 04/09/2021 12 % $ — $ 25,000 Convertible Note Payable (l) $ 300,000 08/27/2020 07/31/2021 12 % $ 265,000 $ 270,000 Convertible Note Payable (m) $ 226,162 11/04/2021 11/04/2022 19 % $ — $ 203,546 Convertible Note Payable $ 1,465,300 11/30/2021 11/30/2023 5 % $ 1,465,300 $ 1,465,300 Convertible Note Payable (n) ** $ 128,000 03/29/2022 03/29/2023 12 % $ 128,000 $ — Convertible Note Payable (o) $ 53,000 06/01/2022 06/01/2023 12 % $ 53,000 $ — Convertible Note Payable (p) $ 53,000 06/14/2022 06/14/2023 12 % $ 53,000 $ — Subtotal $ 1,964,300 $ 1,963,846 Debt discount $ (68,066 ) $ (17,738 ) Balance, net $ 1,896,234 $ 1,946,108 Less current portion $ (430,934 ) $ (480,808 ) Total long-term $ 1,465,300 $ 1,465,300 * Embedded conversion feature accounted for as a derivative liability at period end ** Currently in default |
NOTE 7. DERIVATIVE LIABILITIES
NOTE 7. DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Note 7. Derivative Liabilities | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | September 30, December 31, Balance at the beginning of period $ 3,044,034 $ 7,102,801 Discount upon recognition of conversion feature 113,348 — Settlement of derivative instruments (69,270 ) (4,035,906 ) Change in fair value of embedded conversion option (2,061,774 ) (22,861 ) Balance at the end of the period $ 1,026,338 $ 3,044,034 |
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 September 30, 2022 108 199 3.92 4.25 0 % 0.49 2.91 |
NOTE 9. STOCK OPTIONS (Tables)
NOTE 9. STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Note 9. Stock Options | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of options Weighted average exercise price Balance, December 31, 2021 8,500,000 0.034 Granted 7,000,000 0.067 Expired/Cancelled (6,500,000 ) 0.039 Settled — — Balance, September 30, 2022 9,000,000 0.056 Exercisable 3,500,000 0.021 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 09/01/2021 2,000,000 2,000,000 0.015 3.92 08/31/2026 30,000 04/01/2021 1,500,000 1,500,000 0.03 4.92 08/31/2027 45,000 04/01/2021 1,500,000 — 0.05 5.92 08/31/2028 75,000 04/01/2021 2,000,000 — 0.075 6.92 08/31/2029 150,000 04/01/2021 2,000,000 — 0.10 7.92 08/31/2030 200,000 9,000,000 3,500,000 $ 500,000 |
NOTE 10. WARRANTS (Tables)
NOTE 10. WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Note 10. Warrants | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Weighted average exercise price Balance, December 31, 2021 115,048,858 0.00597 Cancelled — — Granted — — Exercised — — Balance, September 30, 2022 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 1.18 12/3/2023 50,000 3/31/2019 104,548,858 * 104,548,858 * 0.00035 * 1.45 03/13/2024 36,592 8/26/2020 10,000,000 10,000,000 0.06 2.91 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. |
Basic and diluted income (loss)
Basic and diluted income (loss) per share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) | $ (498,463) | $ (146,187) | $ 220,544 | $ 3,207,572 |
(Gain) loss on change in fair value of derivative liability | (1,835,014) | (1,641,616) | ||
Gain on settlement of debt | (69,270) | (3,792,104) | ||
Interest expense | 30,617 | |||
Adjusted net income (loss) | $ (498,463) | $ (146,187) | $ (1,683,740) | $ (2,195,531) |
Denominator: Weighted average shares outstanding used in computing net income (loss) per share | ||||
Basic | 806,882,966 | 773,082,751 | 797,708,252 | 760,229,694 |
Effect of dilutive warrants | 101,723,677 | 203,745,854 | ||
Effect of convertible note weighted shares | 516,700 | 60,456,989 | ||
Diluted | 806,882,966 | 773,082,751 | 899,948,629 | 1,024,432,537 |
Net income (loss) per share applicable to common shareholders: | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
NOTE 2. GOING CONCERN (Details
NOTE 2. GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (29,378,449) | $ (29,598,993) |
Banking Regulation, Total Capital, Actual | $ (4,123,267) |
Property and equipment (Details
Property and equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
PROPERTY AND EQUIPMENT | ||
Leasehold improvements | $ 61,846 | $ 61,580 |
Machinery and leased equipment | 433,417 | 365,483 |
Machinery and equipment not yet in service | 732,572 | 440,150 |
Office equipment and furniture | 99,296 | 57,913 |
Website | 2,760 | 2,760 |
Total property and equipment | 1,329,891 | 927,886 |
Less: Accumulated Depreciation | (297,748) | (165,832) |
Property and equipment, net | $ 1,032,143 | $ 762,054 |
NOTE 3. PROPERTY AND EQUIPMEN_2
NOTE 3. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT | ||
Depreciation | $ 131,916 | $ 66,726 |
[custom:MachineryAndEquipmentNotYetInServiceAdded] | $ 292,422 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,505,489 | $ 4,505,489 |
Technology rights | 200,000 | 200,000 |
Intangibles, at cost | 4,705,489 | 4,705,489 |
Less: Accumulated amortization | (1,833,351) | (1,607,468) |
Net Carrying Amount | $ 2,872,138 | $ 3,098,021 |
Estimated future amortization e
Estimated future amortization expense (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
$ 75,501 | |
302,003 | |
302,003 | |
302,003 | |
302,003 | |
1,588,625 | |
$ 2,872,138 |
NOTE 4. INTANGIBLE ASSETS (Deta
NOTE 4. INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 225,883 | $ 228,366 |
Components of lease expenses (D
Components of lease expenses (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Total operating lease cost | $ 40,500 | $ 59,750 |
Lease payments | 109,809 | 127,700 |
Cost | 123,614 | 176,213 |
Accumulated amortization | (70,969) | (44,411) |
Impairment | (39,030) | |
Net carrying value | $ 52,645 | $ 92,772 |
Future minimum lease payments r
Future minimum lease payments related to lease obligations (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 13,500 | |
2023 | 45,000 | |
Total minimum lease payments | 58,500 | |
Less: amount of lease payments representing effects of discounting | (5,855) | |
Present value of future minimum lease payments | 52,645 | |
Less: current obligations under leases | (48,213) | |
Lease liabilities, net of current portion | $ 4,432 | $ 41,408 |
NOTE 5. LEASES (Details Narrati
NOTE 5. LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | 20 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Expense | $ 13,500 | ||||
Lease 1 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 7,803 | $ 7,650 | $ 7,500 | ||
Lease 2 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 4,500 |
Notes payable (Details)
Notes payable (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Short-Term Debt [Line Items] | |
Notes and Loans Payable, Current | $ (404,049) |
Notes and Loans Payable, Current | (133,144) |
Notes Payable 1 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | 25,000 |
Long-Term Debt, Gross | 20,000 |
Long-Term Debt, Gross | $ 22,500 |
Debt Instrument, Issuance Date | May 08, 2017 |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable 3 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 118,644 |
Long-Term Debt, Gross | 110,644 |
Long-Term Debt, Gross | $ 110,644 |
Debt Instrument, Issuance Date | May 05, 2020 |
Debt Instrument, Maturity Date | May 05, 2021 |
Debt Instrument, Interest Rate During Period | 8% |
Notes Payable 12 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 199,000 |
Long-Term Debt, Gross | |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Feb. 04, 2022 |
Debt Instrument, Maturity Date | Feb. 03, 2023 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable 13 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 131,100 |
Long-Term Debt, Gross | 40,457 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Mar. 04, 2022 |
Debt Instrument, Maturity Date | Dec. 16, 2022 |
Debt Instrument, Interest Rate During Period | 83% |
Notes Payable 14 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 81,600 |
Long-Term Debt, Gross | 32,063 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Apr. 13, 2022 |
Debt Instrument, Maturity Date | Jan. 05, 2023 |
Debt Instrument, Interest Rate During Period | 87% |
Notes Payable 15 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 200,000 |
Long-Term Debt, Gross | 177,439 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jul. 13, 2022 |
Debt Instrument, Maturity Date | Jul. 11, 2023 |
Debt Instrument, Interest Rate During Period | 70% |
Notes Payable 16 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 57,600 |
Long-Term Debt, Gross | 44,308 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Aug. 15, 2022 |
Debt Instrument, Maturity Date | Feb. 13, 2023 |
Debt Instrument, Interest Rate During Period | 171% |
Notes Payable Total [Member] | |
Short-Term Debt [Line Items] | |
Long-Term Debt, Gross | $ 404,049 |
Long-Term Debt, Gross | 133,144 |
[custom:NotesPayableSubtotal-2] | 424,911 |
[custom:NotesPayableSubtotal-1] | 133,144 |
Debt Instrument, Unamortized Discount (Premium), Net | (20,862) |
Debt Instrument, Unamortized Discount (Premium), Net | |
Notes and Loans Payable, Current | (404,049) |
Notes and Loans Payable, Current | (133,144) |
Long-Term Debt, Excluding Current Maturities | |
Long-Term Debt, Excluding Current Maturities |
Notes payable, related parties
Notes payable, related parties (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Short-Term Debt [Line Items] | |
Notes Payable, Related Parties, Current | $ 177,650 |
Notes Payable, Related Parties, Current | 85,850 |
Notes Payable, Related Parties, Current | (177,650) |
Notes Payable, Related Parties, Current | (85,850) |
Notes Payable Related Party 4 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | 17,000 |
Long-Term Debt, Gross | 10,000 |
Long-Term Debt, Gross | $ 10,000 |
Debt Instrument, Issuance Date | Jun. 20, 2018 |
Debt Instrument, Maturity Date | Jan. 02, 2020 |
Debt Instrument, Interest Rate During Period | 5% |
Notes Payable Related Party 5 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 50,000 |
Long-Term Debt, Gross | 10,850 |
Long-Term Debt, Gross | $ 10,850 |
Debt Instrument, Issuance Date | Jul. 27, 2018 |
Debt Instrument, Maturity Date | Nov. 30, 2018 |
Debt Instrument, Interest Rate During Period | 8% |
Notes Payable Related Party 8 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 15,000 |
Long-Term Debt, Gross | 15,000 |
Long-Term Debt, Gross | $ 15,000 |
Debt Instrument, Issuance Date | Aug. 16, 2019 |
Debt Instrument, Maturity Date | Feb. 16, 2020 |
Debt Instrument, Interest Rate During Period | 8% |
Notes Payable Related Party 10 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 84,034 |
Long-Term Debt, Gross | 45,000 |
Long-Term Debt, Gross | $ 50,000 |
Debt Instrument, Issuance Date | Feb. 16, 2021 |
Debt Instrument, Interest Rate During Period | 5% |
Notes Payable Related Party 11 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 9,000 |
Long-Term Debt, Gross | 9,000 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jun. 15, 2022 |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable Related Party 12 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 5,000 |
Long-Term Debt, Gross | 5,000 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jun. 24, 2022 |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable Related Party 13 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 41,300 |
Long-Term Debt, Gross | 41,300 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jun. 29, 2022 |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable Related Party 14 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 15,500 |
Long-Term Debt, Gross | 15,500 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jul. 07, 2022 |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable Related Party 15 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 3,500 |
Long-Term Debt, Gross | 3,500 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Aug. 19, 2022 |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable Related Party 16 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 22,500 |
Long-Term Debt, Gross | 22,500 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Sep. 02, 2022 |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
Debt Instrument, Interest Rate During Period | 0% |
Notes Payable Related Party Total [Member] | |
Short-Term Debt [Line Items] | |
Notes Payable, Related Parties, Current | $ 177,650 |
Notes Payable, Related Parties, Current | 85,850 |
Debt Instrument, Unamortized Discount (Premium), Net | |
Debt Instrument, Unamortized Discount (Premium), Net | |
Notes Payable, Related Parties | 177,650 |
Notes Payable, Related Parties | 85,850 |
Notes Payable, Related Parties, Current | (177,650) |
Notes Payable, Related Parties, Current | (85,850) |
Notes Payable, Related Parties, Noncurrent | |
Notes Payable, Related Parties, Noncurrent |
Convertible notes payable (Deta
Convertible notes payable (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Short-Term Debt [Line Items] | |
Convertible Notes Payable, Current | $ (430,934) |
Convertible Notes Payable, Current | (480,808) |
Convertible Notes Payable, Noncurrent | 1,465,300 |
Convertible Notes Payable, Noncurrent | 1,465,300 |
Convertible Note Payable 4 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | 150,000 |
Long-Term Debt, Gross | |
Long-Term Debt, Gross | $ 25,000 |
Debt Instrument, Issuance Date | Apr. 10, 2020 |
Debt Instrument, Maturity Date | Apr. 09, 2021 |
Debt Instrument, Interest Rate During Period | 12% |
Convertible Note Payable 5 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 300,000 |
Long-Term Debt, Gross | 265,000 |
Long-Term Debt, Gross | $ 270,000 |
Debt Instrument, Issuance Date | Aug. 27, 2020 |
Debt Instrument, Maturity Date | Jul. 31, 2021 |
Debt Instrument, Interest Rate During Period | 12% |
Convertible Note Payable 19 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 226,162 |
Long-Term Debt, Gross | |
Long-Term Debt, Gross | $ 203,546 |
Debt Instrument, Issuance Date | Nov. 04, 2021 |
Debt Instrument, Maturity Date | Nov. 04, 2022 |
Debt Instrument, Interest Rate During Period | 19% |
Convertible Note Payable 20 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 1,465,300 |
Long-Term Debt, Gross | 1,465,300 |
Long-Term Debt, Gross | $ 1,465,300 |
Debt Instrument, Issuance Date | Nov. 30, 2021 |
Debt Instrument, Maturity Date | Nov. 30, 2023 |
Debt Instrument, Interest Rate During Period | 5% |
Convertible Note Payable 21 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 128,000 |
Long-Term Debt, Gross | 128,000 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Mar. 29, 2022 |
Debt Instrument, Maturity Date | Mar. 29, 2023 |
Debt Instrument, Interest Rate During Period | 12% |
Convertible Note Payable 22 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 53,000 |
Long-Term Debt, Gross | 53,000 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jun. 01, 2022 |
Debt Instrument, Maturity Date | Jun. 01, 2023 |
Debt Instrument, Interest Rate During Period | 12% |
Convertible Note Payable 23 [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 53,000 |
Long-Term Debt, Gross | 53,000 |
Long-Term Debt, Gross | |
Debt Instrument, Issuance Date | Jun. 14, 2022 |
Debt Instrument, Maturity Date | Jun. 14, 2023 |
Debt Instrument, Interest Rate During Period | 12% |
Convertible Note Payable Total [Member] | |
Short-Term Debt [Line Items] | |
Convertible Debt | $ 1,964,300 |
Convertible Debt | 1,963,846 |
Debt Instrument, Unamortized Discount (Premium), Net | (68,066) |
Debt Instrument, Unamortized Discount (Premium), Net | (17,738) |
Convertible Debt, Current | 1,896,234 |
Convertible Debt, Current | 1,946,108 |
Convertible Notes Payable, Current | (430,934) |
Convertible Notes Payable, Current | (480,808) |
Convertible Notes Payable, Noncurrent | 1,465,300 |
Convertible Notes Payable, Noncurrent | $ 1,465,300 |
NOTE 6. Notes Payable (Details
NOTE 6. Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||
Repayments of Convertible Debt | $ 120,465 | $ 673,989 |
Notes Payable 12 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:FutureReceivablesSoldToNonrelatedParty] | 199,000 | |
[custom:OriginalIssueDiscountOnNotePayable] | 2,985 | |
Proceeds from Other Debt | 196,015 | |
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 5,013 | |
Amortization of Debt Issuance Costs and Discounts | 2,985 | |
[custom:RepaidInCashValue] | 117,312 | |
[custom:RepaidThroughNewLoansIssuedValue] | 122,900 | |
[custom:IncreaseDecreaseSettlementDebt] | 1,011 | |
[custom:NoteBalance-0] | $ 0 | |
Debt Instrument, Interest Rate During Period | 0% | |
Notes Payable 13 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 131,100 | |
[custom:OriginalIssueDiscountOnNotePayable] | 36,100 | |
Proceeds from Other Debt | 95,000 | |
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 3,121 | |
Amortization of Debt Issuance Costs and Discounts | 32,518 | |
[custom:NoteBalance-0] | 40,457 | |
Repayments of Other Debt | 90,643 | |
[custom:DiscountBalanceValue] | $ 3,582 | |
Debt Instrument, Interest Rate During Period | 83% | |
Notes Payable 14 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 81,600 | |
[custom:OriginalIssueDiscountOnNotePayable] | 21,600 | |
Proceeds from Other Debt | 60,000 | |
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 2,147 | |
Amortization of Debt Issuance Costs and Discounts | 18,133 | |
[custom:NoteBalance-0] | 32,063 | |
Repayments of Other Debt | 49,537 | |
[custom:DiscountBalanceValue] | $ 3,467 | |
Debt Instrument, Interest Rate During Period | 87% | |
Notes Payable 15 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 200,000 | |
[custom:OriginalIssueDiscountOnNotePayable] | 2,500 | |
Proceeds from Other Debt | 74,600 | |
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 5,308 | |
Amortization of Debt Issuance Costs and Discounts | 878 | |
[custom:NoteBalance-0] | 177,439 | |
Repayments of Other Debt | 42,462 | |
[custom:DiscountBalanceValue] | 1,622 | |
Participating Mortgage Loans, Extinguishment Gain (Loss) | $ 122,900 | |
Debt Instrument, Interest Rate During Period | 70% | |
Notes Payable 16 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 57,600 | |
[custom:OriginalIssueDiscountOnNotePayable] | 17,600 | |
Proceeds from Other Debt | 40,000 | |
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 2,215 | |
Amortization of Debt Issuance Costs and Discounts | 8,113 | |
[custom:NoteBalance-0] | 44,308 | |
Repayments of Other Debt | 13,292 | |
[custom:DiscountBalanceValue] | $ 12,191 | |
Debt Instrument, Interest Rate During Period | 171% | |
Notes Payable Related Party 10 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:NoteBalance-0] | $ 45,000 | |
Repayments of Other Debt | $ 5,000 | |
Debt Instrument, Interest Rate During Period | 5% | |
Notes Payable Related Party 11 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:PromissoryNotesIssuedToRelatedParty] | $ 55,300 | |
Debt Instrument, Interest Rate During Period | 0% | |
Notes Payable Related Party 14 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:PromissoryNotesIssuedToRelatedParty] | $ 15,500 | |
Debt Instrument, Interest Rate During Period | 0% | |
Notes Payable Related Party 15 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:PromissoryNotesIssuedToRelatedParty] | $ 3,500 | |
Debt Instrument, Interest Rate During Period | 0% | |
Notes Payable Related Party 16 [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:PromissoryNotesIssuedToRelatedParty] | $ 22,500 | |
Debt Instrument, Interest Rate During Period | 0% | |
Convertible Note Payable 4 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 12% | |
Repayments of Convertible Debt | $ 25,000 | |
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | $ 0 | |
Convertible Note Payable 5 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 12% | |
Repayments of Convertible Debt | $ 5,000 | |
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 265,000 | |
Convertible Note Payable 19 [Member] | ||
Short-Term Debt [Line Items] | ||
Amortization of Debt Issuance Costs and Discounts | $ 17,738 | |
Debt Instrument, Interest Rate During Period | 19% | |
Repayments of Convertible Debt | $ 90,465 | |
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | $ 0 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 16,644,146 | |
Convertible Note Payable 21 [Member] | ||
Short-Term Debt [Line Items] | ||
Amortization of Debt Issuance Costs and Discounts | $ 52,436 | |
Debt Instrument, Interest Rate During Period | 12% | |
[custom:ConvertiblePromissoryNoteIssued] | $ 128,000 | |
[custom:ConvertibleDebtOriginalIssueDiscount] | 500 | |
[custom:ConvertibleDebtIssuanceCosts] | 2,500 | |
[custom:DiscountRelatedToInitialFairValueOfDerivativeConversionFeature] | 113,348 | |
Convertible Note Payable 22 [Member] | ||
Short-Term Debt [Line Items] | ||
Amortization of Debt Issuance Costs and Discounts | $ 976 | |
Debt Instrument, Interest Rate During Period | 12% | |
[custom:ConvertiblePromissoryNoteIssued] | $ 53,000 | |
[custom:ConvertibleDebtOriginalIssueDiscount] | 500 | |
[custom:ConvertibleDebtIssuanceCosts] | 2,500 | |
Proceeds from Debt, Net of Issuance Costs | 50,000 | |
Convertible Note Payable 23 [Member] | ||
Short-Term Debt [Line Items] | ||
Amortization of Debt Issuance Costs and Discounts | $ 870 | |
Debt Instrument, Interest Rate During Period | 12% | |
[custom:ConvertiblePromissoryNoteIssued] | $ 53,000 | |
[custom:ConvertibleDebtOriginalIssueDiscount] | 500 | |
[custom:ConvertibleDebtIssuanceCosts] | 2,500 | |
Proceeds from Debt, Net of Issuance Costs | $ 50,000 |
Summary of changes in the fair
Summary of changes in the fair value of the Company's Level 3 financial liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Note 7. Derivative Liabilities | ||
Balance at the beginning of period | $ 3,044,034 | $ 7,102,801 |
Discount upon recognition of conversion feature | 113,348 | |
Settlement of derivative instruments | (69,270) | (4,035,906) |
Change in fair value of embedded conversion option | (2,061,774) | (22,861) |
Balance at the end of the period | $ 1,026,338 | $ 3,044,034 |
Assumptions used to calculate f
Assumptions used to calculate fair value of derivative liabilities (Details) - Trading Liabilities [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 108% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 199% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3.92% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.25% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm2] | 5 months 26 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 10 months 28 days |
NOTE 8. STOCKHOLDERS' DEFICIT (
NOTE 8. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||||||||
Dec. 31, 2018 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2020 | Dec. 02, 2021 | 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: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 | 805,596,961 | 790,924,690 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 125,520 | $ 124,000 | $ 25,000 | |||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | 4,000,000 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 8,750,000 | |||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 16,644 | $ 8,000 | $ 25,000 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 16,644,146 | 8,000,000 | 25,000,000 | |||||||||||
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 | |||||||||||||
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 Outstanding | 1,000,000 | 1,000,000 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 1,500,000 | 5,500,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 1,500,000 | 1,500,000 | ||||||||||||
[custom:ConversionOfPreferredSeriesCStockShares] | 40,000 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 | |||||||||||||
Common Stock 1 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 12,500 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,453,488 | |||||||||||||
Common Stock 2 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 12,500 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,506,024 | |||||||||||||
Common Stock 3 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 15,000 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,973,684 | |||||||||||||
Common Stock 4 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 20,000 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,597,403 | |||||||||||||
Common Stock 5 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 30,000 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,947,368 | |||||||||||||
Common Stock 6 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 20,000 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,702,703 | |||||||||||||
Common Stock 7 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 15,520 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,463,476 | |||||||||||||
Common Stock 8 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,971,875 |
Summary of options issued and o
Summary of options issued and outstanding (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Note 9. Stock Options | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 8,500,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.034 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 7,000,000 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.067 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | shares | (6,500,000) |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0.039 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 9,000,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.056 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | shares | 3,500,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.021 |
Stock options outstanding (Deta
Stock options outstanding (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 9,000,000 | 8,500,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 3,500,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 11 months 1 day | |
Proceeds from Stock Options Exercised | $ 500,000 | |
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 | 3 years 11 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 | 1,500,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 1,500,000 | |
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 | $ 45,000 | |
Stock Option 4 [Member] | ||
Offsetting Assets [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,500,000 | |
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 | 5 years 11 months 1 day | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Aug. 31, 2028 | |
Proceeds from Stock Options Exercised | $ 75,000 | |
Stock Option 5 [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 | ||
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 | 6 years 11 months 1 day | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Aug. 31, 2029 | |
Proceeds from Stock Options Exercised | $ 150,000 | |
Stock Option 6 [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 | ||
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 | 7 years 11 months 1 day | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Aug. 31, 2030 | |
Proceeds from Stock Options Exercised | $ 200,000 |
NOTE 9. STOCK OPTIONS (Details
NOTE 9. STOCK OPTIONS (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Note 9. Stock Options | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.056 | $ 0.034 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 |
Summary of the continuity of sh
Summary of the continuity of share purchase warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Note 10. Warrants | |
Class of Warrant or Right, Outstanding | shares | 115,048,858 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.00597 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | shares | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisedWeightedAverageExercisePrice] | $ / shares | |
Class of Warrant or Right, Outstanding | shares | 115,048,858 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.00597 |
Share purchase warrants outstan
Share purchase warrants outstanding (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right, Outstanding | 115,048,858 | 115,048,858 |
[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 2 months 4 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Dec. 03, 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 | 1 year 5 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 | 2 years 10 months 28 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 Narr
NOTE 10. WARRANTS (Details Narrative) | Sep. 30, 2022 USD ($) |
Note 10. Warrants | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 737,069 |
NOTE 12. COMMITMENTS AND CONT_2
NOTE 12. COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 USD ($) $ / shares shares | |
Commitments and Contingencies Disclosure [Abstract] | |
[custom:ConsultingAgreementPeriodicPayment] | $ | $ 5,000 |
[custom:ConsultingAgreementCommonStockIssuedShares] | shares | 2,500,000 |
[custom:ConsultingAgreementCommonStockIssuedExercisePricePerShare] | $ / shares | $ 0.0001 |
NOTE 13. SUBSEQUENT EVENTS (Det
NOTE 13. SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Oct. 04, 2022 | Nov. 07, 2022 | |
Subsequent Event 1 [Member] | ||
[custom:ConvertiblePromissoryNoteIssued] | $ 50,000 | |
Debt Instrument, Interest Rate During Period | 7% | |
Subsequent Event 2 [Member] | ||
[custom:ConvertiblePromissoryNoteIssued] | $ 250,000 | |
Debt Instrument, Interest Rate During Period | 8% | |
Debt Instrument, Periodic Payment | $ 67,500 | |
[custom:PromissoryNoteSecuredByRestrictedCommonStockShares] | 75,000,000 | |
[custom:PromissoryNoteLatePaymentPenalty] | $ 25,000 |