HFactor (HWTR) 10-Q 19 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 11, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-1144546
Entity Registrant Name	HFactor, Inc.
Entity Central Index Key	0001144546
Entity Tax Identification Number	58-2634747
Entity Incorporation, State or Country Code	GA
Entity Address, Address Line One	244 Madison Ave
Entity Address, Address Line Two	#1249
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	(516)
Local Phone Number	647-5171
Title of 12(b) Security	HFactor, Inc. Common Stock
Trading Symbol	HWTR
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,006,164

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 46,733	$ 250,854
Accounts receivable, net of allowance for doubtful accounts	128,675	75,737
Inventories	533,700	468,913
Prepaid expenses and other current assets	36,758	53,085
Total Current Assets	745,866	848,589
Fixed Assets, net of accumulated depreciation	238,320	257,219
Total Assets	984,186	1,105,808
Current Liabilities
Accounts payable and accrued expenses	3,227,448	3,097,807
Accrued Interest	248,737	212,108
Current portion of notes payable-third party, net of debt discount	604,750	463,221
Note payable-related party	641,641	641,641
Government loans payable	160,000	160,000
Derivative liabilities	801,449	793,997
Warrant liability, net of unamortized discount	0	335,651
Total Current Liabilities	5,684,025	5,704,425
Long-Term Liabilities
Note payable - Third party	0	0
Note payable - Related party	0	0
Total Long-Term Liabilities	0	0
Total Liabilities	5,684,025	5,704,425
Commitments and Contingencies	0	0
Stockholders' Deficit
Common stock 200,000,000, $.001 par value shares authorized; 47,956,164 and 47,631,164 shares issued and outstanding at March 31, 2022 and December 31,2021; respectively	47,956	47,631
Common stock subscribed, 45,000 and 400,000 shares issued and outstanding at March 31, 2022 and December 31,2021; respectively	45	400
Additional paid-in capital	(2,167,862)	(2,873,543)
Accumulated deficit	(2,580,981)	(1,774,108)
Total Stockholders' Deficit	(4,699,839)	(4,598,617)
Total Liabilities and Stockholders' Deficit	984,186	1,105,808
Series C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock 219,000,000, $.001 par value shares authorized, shares issued and outstanding as follows:	1,000	1,000
Series D Preferred Stock [Member]
Stockholders' Deficit
Preferred stock 219,000,000, $.001 par value shares authorized, shares issued and outstanding as follows:	$ 3	$ 3

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred Stock, Shares Authorized	219,000,000	219,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	47,956,164	47,631,164
Common stock, shares outstanding	47,956,164	47,631,164
Common Stock, Shares Subscribed but Unissued	45,000	400,000
Series C Preferred Stock [Member]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	1,000,000	1,000,000
Preferred Stock, Shares Outstanding	1,000,000	1,000,000
Series D Preferred Stock [Member]
Preferred Stock, Shares Authorized	18,000,000	18,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	3,254	3,054
Preferred Stock, Shares Outstanding	3,254	3,054

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
REVENUES
Sales, net	$ 595,623	$ 0
TOTAL REVENUES	595,623	0
COST OF REVENUES	275,716	0
GROSS PROFIT	319,907	0
OPERATING EXPENSES
Manufacturing expenses	55,067	0
Sales and marketing	581,042	0
General and administrative	295,105	7,033
Total Expenses	931,214	7,033
Loss from Operations	(611,307)	(7,033)
Other (income) expense
Amortization of debt discount	142,687	0
Change in Fair Market Value of derivatives	7,452	0
Interest expense	45,427	2,201
Other (income) expense	0	0
Total Other (income) expense	195,566	2,201
Net Loss	$ (806,873)	$ (9,234)
Net Loss per common shares outstanding-Basic and diluted:
Net Loss per share attributable to common stockholders - basic	$ (0.0168)	$ (0.0002)
Net Loss per share attributable to common stockholders - diluted	$ (0.0168)	$ (0.0002)
Weighted Average Shares Outstanding - basic	48,006,164	44,093,276
Weighted Average Shares Outstanding - diluted	48,006,164	44,093,276

Consolidated Statements of Stoc

Consolidated Statements of Stockholder's Deficit (Unaudited) - USD ($)	Preferred Series C Stock [Member]	Preferred Series D Stock [Member]	Common Stock [Member]	Common Stock Subscribed [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020			$ 44,093		$ (44,093)	$ (181,415)	$ (181,415)
Beginning balance , shares at Dec. 31, 2020			44,093,276
Net loss						(9,234)	(9,234)
Ending balance, value at Mar. 31, 2021			$ 44,093		(44,093)	(190,649)	(190,649)
Ending balance , shares at Mar. 31, 2021			44,093,276
Beginning balance, value at Dec. 31, 2020			$ 44,093		(44,093)	(181,415)	(181,415)
Beginning balance , shares at Dec. 31, 2020			44,093,276
Merger of HyEdge, Inc.	$ 1,000	$ 3	$ 30,198		(3,478,800)		(3,447,599)
Merger of HyEdge, Inc. , shares	1,000,000	3,054	30,197,888
Sale of common shares			$ 250	$ 400	649,350		650,000
Sale of common shares , shares			250,000	400,000
Cancellation of shares			$ (26,910)				(26,910)
Cancellation of shares , shares			(26,910,000)
Net loss						(1,592,693)	(1,592,693)
Ending balance, value at Dec. 31, 2021	$ 1,000	$ 3	$ 47,631	$ 400	(2,873,543)	(1,774,108)	(4,598,617)
Ending balance , shares at Dec. 31, 2021	1,000,000	3,054	47,631,164	400,000
Sale of common shares			$ 325	$ 45	369,630		370,000
Sale of common shares , shares			325,000	45,000
Issuance of subscribed shares			$ 400	$ (400)
Issuance of subscribed shares , shares				400,000
Cancellation of shares			$ (400)		400
Cancellation of shares , shares			(400,000)
Cancellation of warrants in exchange for preferred stock					335,651		335,651
Cancellation of warrants in exchange for preferred stock , shares		200
Net loss						(806,873)	(806,873)
Issuance of subscribed shares , shares				(400,000)
Ending balance, value at Mar. 31, 2022	$ 1,000	$ 3	$ 47,956	$ 45	$ (2,167,862)	$ (2,580,981)	$ (4,699,839)
Ending balance , shares at Mar. 31, 2022	1,000,000	3,254	47,956,164	45,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
OPERATING ACTIVITIES:
Net loss	$ (806,873)	$ (9,234)	$ (1,592,693)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	18,899	0
Amortization of debt discount on convertible notes	142,687	0
Change in fair market value of derivative liabilities	7,452	0
Changes in operating assets and liabilities:
Accounts receivable	(52,938)	0
Inventory	(64,787)	0
Prepaid expenses	16,326	0
Accounts payable and accrued expenses	128,486	11,658
Accrued interest	36,627	(96)
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES	(574,121)	2,329
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment purchase	0	0
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES:
Sales of common stock	370,000	0
Proceeds (Payments) from loans payable	0	(2,329)
NET CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES	370,000	(2,329)
Increase (decrease) in cash and cash equivalents	(204,121)	0
Cash and cash equivalents - Beginning	250,854	0	0
Cash and cash equivalents - Ending	46,733	0	$ 250,854
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	8,798	0
Cash paid for income taxes	0	0
NON-CASH TRANSACTIONS:
Preferred stock issued in exchange for cancellation of Warrant Liabilities, net of unamortized discount	335,651	0
Expenses paid by a non-related party subject to a note	$ 0	$ 2,329

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 - DESCRIPTION OF BUSINESS History HFactor, Inc. formerly known as Ficaar, Inc. (the “Company” or “Ficaar” or “HFactor”) was incorporated in July 2001 under the name OwnerTel, Inc. The name of the Company was changed to Ficaar, Inc. in December of 2007 and to HFactor, Inc. on November 8, 2021. On May 28, 2021, David Cicalese (“Cicalese”), an officer and Board member of Ficaar entered into an agreement with Gail Levy whereby Cicalese agreed to sell 29,900,000 shares, representing a majority interest in Ficaar, to Levy. Acting as the majority shareholder of the Company, Levy then caused Ficaar to enter into an Agreement and Plan of Merger (the “Merger Agreement”) between the Company, FCAA Merger Sub I, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Ficaar, and HyEdge, Inc. (“Target” or “HyEdge”), a Delaware corporation, wherein Merger Sub and Target would merge, with Target surviving the transaction as a wholly owned subsidiary of Ficaar (the “Merger”). The Merger Agreement was executed on August 6, 2021 and the Merger closed on August 9, 2021. The Merger effected a change in control and was accounted for as a "reverse acquisition" whereby Target is the accounting acquiror for financial statement purposes. Accordingly, for all periods subsequent to the Closing Date, the financial statements of the Company reflect the historical financial statements of HyEdge and any operations of the Company subsequent to the Merger. Immediately following the Merger, the business of HyEdge became the business of the Company. In connection with the reverse acquisition and recapitalization, all share and per share amounts have been retroactively restated. Since the transaction is considered a reverse acquisition and recapitalization, accounting guidance does not apply for purposes of presenting pro-forma financial information. On September 2, 2021 the Company filed an amendment in its articles of incorporation to change its name to HFactor Inc. The Company was able to secure an OTC Bulletin Board symbol HWTR from Financial Industry Regulatory Authority (FINRA). Present Operations The Company as a result of the Merger, changed its business focus from engaging in the cannabis industry to presently being a holding company that operates entirely through its subsidiary, HyEdge, Inc., a Delaware Corporation. The Company engages in the manufacturing, marketing, distribution and selling of HFactor ®

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying (a) condensed consolidated balance sheet at December 31, 2021, has been derived from audited financial statements and (b) condensed consolidated unaudited financial statements as of March 31, 2022 and 2021, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Annual Report on Form 10K for the year ended December 31, 2021 (the “2021 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results of operations expected for the year ending December 31, 2022. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and are expressed in United States dollars. These consolidated financial statements include the accounts of HFactor Inc. and its wholly owned subsidiaries, HyEdge, Inc., a Delaware corporation and, the following all of which are inactive, Standard Canna, Inc., a Florida corporation, and its wholly owned subsidiaries, Standard Cultivation Systems Inc., a Colorado corporation; and Standard Property Group Inc., a California corporation; and as well as Precious Holdings, Inc., a Delaware corporation. All inter-company balances and transactions have been eliminated on consolidation. Going Concern The financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding the Company’s recurring losses, working capital deficiency or accumulated deficit. As of March 31, 2022, the Company had $ 46,733 It is the Company’s intent to continue to attempt to raise funds in this manner and to raise funds through the sale of equity securities until the Company attains profitability. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. Cash For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company held a cash balance of $ 46,733 250,854 Revenue Recognition Revenue from sales of the Company’s products is recorded when title and risk of loss have passed to the buyer and criteria for revenue recognition is met. The Company sells its products to individual consumers and resellers upon receipt of a written order. The Company has a limited return policy for defective items that requires that buyers give the Company notice within 30 days after receipt of the products. Due to the immaterial quantities of returned products historically, for the periods ended March 31, 2022 and 2021, the Company recognized revenue at the time of delivery without providing any reserve. Accounts Receivable Accounts receivable represents amounts due from the Company’s customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes a specific customer identification methodology. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts were no Inventories Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of HFactor ® no Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally three to five years The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Advertising Costs Advertising costs are expensed as incurred. Advertising costs for the periods ended March 31, 2022 and 2021 were $ 27,565 0 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company's evaluation was performed for the tax years ended December 31, 2017 through 2021, The Company does not expect any changes in its unrecognized tax benefits in the current year. The Company’s policy for recording interest and penalties related to unrecognized tax benefits is to record such expenses as a component of current income tax expense. As of March 31, 2022 and December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. Research and Development Expense Costs related to research and development, which primarily consists of consulting for logo and packaging design, are charged to expense as incurred. The Company has no Basic and Diluted Net Loss Per Share The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share, Stock Based Compensation The Company applies the fair value method of ASC 718, Compensation-Stock Compensation Fair Value FASB ASC 820, Fair Value Measurements and Disclosure Level 1 — Level 2 — Level 3 — The carrying amounts of cash, loan receivable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items. The fair value of the Company’s debt approximated the carrying value of the Company's debt as of March 31, 2022 and December 31, 2021. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt. Recent Accounting Pronouncements We have considered all other recently issued accounting pronouncements during 2022 and 2021 and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.

FIXED ASSETS, NET

FIXED ASSETS, NET	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
FIXED ASSETS, NET	NOTE 3 – FIXED ASSETS, NET Fixed assets, net consist of the following: Schedule of fixed assets, net March 31, December 31, 2022 2021 Machinery and equipment $ 577,645 $ 577,645 Construction in progress 3,089 3,089 Less accumulated depreciation (342,414 ) (323,515 ) Fixed assets net $ 238,320 $ 257,219 Depreciation expense for the periods ended March 31, 2022 and 2021 was $ 18,899 35,705

NOTES PAYABLE-THIRD PARTIES

NOTES PAYABLE-THIRD PARTIES	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE-THIRD PARTIES	NOTE 4 – NOTES PAYABLE-THIRD PARTIES Third party convertible notes payable consists of the following: Schedule of third party convertible notes payable March 31, 2022 December 31, 2021 Convertible promissory note with interest at 8 0.01 June 30, 2022 40,975 $ 80,394 $ 80,394 $ 250,000 10 May 27, 2022 28,381 221,618 176,805 $ 152,000 10 July 22, 2022 44,601 107,399 71,875 $ 252,000 10 October 4, 2022 129,551 122,449 60,098 Unsecured promissory note for finder’s fee due with interest at 10 1,000 May 1, 2022 72,900 74,049 Total Notes Payable-Third Parties $ 604,750 $ 463,221 (A) Includes a warrant for the right to purchase an additional 250,000 1 (B) Includes a warrant for the right to purchase an additional 300,000 0.55 (C) Includes a warrant for the right to purchase an additional 300,000 0.55 (D) On December 3, 2021, the Company entered into a Stock Purchase Agreement with Boot Capital LLC (“Boot”), lender for the three notes of (A), (B) and (C), whereby Boot agreed to retire all of its outstanding warrants (850,000 in total) in exchange for 200 shares of Series D Preferred stock. The Preferred stock shares were issued on March 29, 2022. Accordingly, the Warrant liability of $ 335,651 In accordance with ASC 470-20 “ Debt with Conversion and Other Options” 0 654,000 142,687 0

NOTES PAYABLE - RELATED PARTY

NOTES PAYABLE - RELATED PARTY	3 Months Ended
	Mar. 31, 2022
Notes Payable - Related Party
NOTES PAYABLE - RELATED PARTY	NOTE 5 – NOTES PAYABLE - RELATED PARTY Notes payable to related parties consists of the following: Schedule of notes payable related parties March 31, December 31, Secured Promissory Note – RP, dated September 30, 2019 Note accrues interest at 10 % per annum, due and payable on July 1, 2022 (A) $ 445,116 $ 445,116 Secured Promissory Note – LK, dated September 30, 2019 Note accrues interest at 10 % per annum, due and payable on July 1, 2022 (A) 100,000 100,000 Secured Promissory Note – C Lemen, dated July 23, 2020. Note accrues interest at 10% per annum, due and payable on July 1, 2022 (A)(B) 90,000 90,000 Unsecured Promissory Note – DC, dated September 30, 2012. Note accrues interest at 7% per annum, due and payable on June 30, 2022 6,525 6,525 Total Notes Payable-Related Party $ 641,641 $ 641,641 (A) Secured by all of Company’s accounts receivable and inventory. (B) Includes a five (5) year common stock warrant of common stock. Warrants equal to 1% of the principal loan divided by $0.414, exercisable at the fair market value on execution date.

GOVERNMENT DEBT

GOVERNMENT DEBT	3 Months Ended
	Mar. 31, 2022
Government Debt
GOVERNMENT DEBT	NOTE 6 – GOVERNMENT DEBT Economic Injury Disaster Loan On June 2, 2020, the Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150,000 3.75 731 10,000 Future maturities of government debt are as follows: Schedule of future maturities of debt Period Ending March 31, 2022 $ – 2023 – 2024 – 2025 – Thereafter 150,000 Total Principal Payments $ 150,000

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2022
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 7 – DERIVATIVE LIABILITIES The Company analyzed the notes payable – related parties and convertible notes payable referred to in Notes 4 and 5 based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives and required the recognition of derivative liabilities. For the derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date and any resulting gain or loss is recognized as a current period charge to the consolidated statements of operations. The Company estimates the fair value of the embedded derivatives using a Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of our common stock into which the notes are convertible, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is reassessed at the end of each reporting period, in accordance with FASB ASC Topic 815-15. The aggregate fair value of derivative liabilities as of March 31, 2022 and December 31, 2021 amounted to $ 801,449 793,997 Schedule of asset measured at fair value Consolidated Quoted (Level 1) Quoted (Level 2) Significant (Level 3) Derivative Liabilities: March 31, 2022 $ 801,449 $ – $ – $ 801,449 December 31, 2021 $ 793,997 $ – $ – $ 793,997 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of changes in fair value of liability Period Ended 2022 Year Ended Beginning balance $ 793,997 $ – Aggregate fair value of conversion features upon issuance – 918,403 Fair value of derivatives reclassified to equity – – Net transfer into level 3 – – Fair value of warrants netted against common stock issued for stock – – Change in fair value of conversion features 7,452 (124,406 ) Change in fair value of warrant and stock option derivative liabilities – – Ending balance $ 801,449 $ 793,997

MERGER AND RELATED TRANSACTIONS

MERGER AND RELATED TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
MERGER AND RELATED TRANSACTIONS	NOTE 8 – MERGER AND RELATED TRANSACTIONS The Merger On August 6, 2021, the Company, FCAA Merger Sub I, Inc, (‘Merger Sub”), a Delaware corporation and wholly owned subsidiary of Ficaar, and HyEdge, Inc. ("Target" or "HyEdge"), a Delaware corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement") which closed on August 9, 2021 (the "Closing Date"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Target and the separate corporate existence of Merger Sub ceased, with Target continuing its corporate existence as a wholly owned subsidiary of the Company. The Merger effected a change in control and was accounted for as a "reverse acquisition" whereby Target is the accounting acquiror for financial statement purposes. Accordingly, for all periods subsequent to the Closing Date, the financial statements of the Company reflect the historical financial statements of HyEdge and any operations of the Company subsequent to the Merger. Prior to the Merger, the Company ceased being an operating company and became a "shell company". Pursuant to the Merger, the Company acquired the business of Target to engage in the business of the development, marketing, and sale of hydrogen-infused water and other consumer goods. As consideration for the merger, Target shareholders exchanged 100% of Target Stock (as defined in the Merger Agreement) totaling 44,136,473 fully diluted shares into shares of Company Common Stock at a conversion rate of 0.7 30,197,888 Changes to the Company's Officers and Directors Effective May 27, 2021, the Company’s Board of Directors appointed Gail Levy as Chief Executive Officer of FICAAR, Inc. On June 1, 2021, in conjunction with the aforementioned change in control, David Cicalese resigned as Secretary and Chairman of the Board of Directors. On June 9, 2021, a majority of Company shareholders elected Gail Levy as Chairman and a member of the Board of Directors. These changes were reported on the Company's form 8-K that was filed on June 10, 2021. In conjunction with the Merger, Dawn Cames resigned as President, James C. Sanborn was appointed as COO and as a member of the Board of Directors, and Leonard Klingbaum was appointed as a member of the Board of Directors.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal – Legal Matters: From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. To the best of the Company’s knowledge and belief, no material legal proceedings of merit are currently pending or threatened. Dispute: The Company is disputing the validity of a convertible promissory note carried over from its merger in August 2021. Since it presently is not possible to determine the outcome of this matter, the note is disclosed in Note 4 to the financial statements with a net balance of $80,394 until its ultimate resolution. Employment and Consulting Agreements: During years from 2017 to 2019, the Company signed employment agreements with five executive officers: the President, Chief Operating Officer, Director of Marketing, President and Chief Medical Officer and its Vice President of Sales. With the exception of one contract, each agreement is at will with no set termination periods., unless terminated earlier. The contracts provide for an annual base salary ranging from $ 100,000 200,00 Rental: As a result of the COVID-19 pandemic, Company management and employees have been working remotely and accordingly, incurring no rental expense during the years ended December 31, 2021, and 2020. COVID-19 In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China, and has since reached multiple other countries, including the United States, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in affected countries. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of COVID-19has had, and could continue to have, an adverse effect on the global markets and its economy, including on the availability and pricing of employees and resources, and other aspects of the global economy. Although the Company cannot predict the impact that the COVID-19 pandemic will have on its business or results of operations in future periods, to date, the Company’s core water product applications have been able to support the increased demand the Company has experienced. On April 20, 2020, to help ensure adequate liquidity in light of the uncertainties posed by the COVID-19 pandemic, the Company entered into a promissory note with an aggregate principal amount of $112,715 (the “Note”) in favor of Stone Bank, N.A., as lender (the “Lender”) under the Small Business Administration (the “SBA”) Paycheck Protection Program under the recently enacted Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). On April 7, 2021, the Note was fully forgiven by the SBA and the Lender in compliance with the provisions of the CARES Act (see Note 5). On March 11, 2020, the World Health Organization declared the ongoing COVID-19 outbreak as a global health emergency. This resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including the closure of certain non-essential businesses During the years ended December 31, 2021, and 2020, respectively, the pandemic did not have a material impact on the Company’s operations. As of December 31, 2021, and 2020, the Company did not observe any material impairment of its assets or a significant change in the fair value of assets due to the COVID-19 pandemic. The Company has taken steps to minimize the potential impact of the pandemic including safety measures with respect to personal protective equipment, the reduction in travel and the implementation of a virtual office including regular video conference meetings and participation in virtual customer meetings and other virtual events.

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
EQUITY	NOTE 10 – EQUITY Common stock The Company has authorized 200,000,000 .001 47,956,164 47,631,164 On October 27, 2021 26,910,000 On December 10, 2021 and December 15, 2021, the Company received total proceeds of $ 650,000 650,000 1.00 400,000 On November 12, 2021, the U.S. Securities and Exchange Commission (“SEC”) issued a Notice of Qualification for the Company's Form 1-A Offering Circular for an offering of the Company’s Common Stock shares under Regulation A+ (the "Offering") of the Securities Act of 1933 (the “Act”). The purpose of the Offering is to allow both accredited and non-accredited potential investors the opportunity to invest directly in the Company. The Offering has a minimum and maximum investment of $25,000 to at a price of $1.00 per share. During the first quarter of 2022, the Company received total proceeds of $ 370,000 370,000 1.00 45,000 Preferred Stock The Company has authorized 30,000,000 shares of $ .001 On August 6, 2021, the Company amended its Articles of Incorporation to include Certificates of Designation for two new classes of Preferred Stock – Series C Preferred, authorized 1,000,000 18,000,000 In connection with the Merger with HyEdge, on September 15, 2021, the Company issued 1,000,000 Additionally, the Company issued 3,054 On December 3, 2021, the Company entered into a Stock Purchase Agreement with Boot Capital LLC (“Boot”) whereby Boot Capital agreed to retire all of its outstanding warrants (850,000 in total) in exchange for 200 shares of Series D Preferred stock. The Preferred stock shares were issued on March 29, 2022. As of March 31, 2022, 28,996,746

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11 – INCOME TAXES The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During the current period, the Company incurred a net loss and therefore has no tax liability. The Company has U.S. federal and state net operating loss carryovers (“NOL’s”) of approximately $ 16 13 2036 The significant components of deferred income tax assets at March 31, 2022 and December 31, 2021 were as follows: Schedule of Components of Deferred Income Tax Asset March 31, 2022 December 31, 2021 Deferred tax asset: Net operating loss carry-forward $ 3,400,000 $ 3,150,000 Less: valuation allowance (3,400,000 ) (3,150,000 ) Net deferred income tax asset $ – $ – The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more-likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 12 – RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. Details of transactions between the Company and related parties are disclosed below: On April 15, 2019, the Company entered into an intellectual property licensing agreement (the “Agreement”) with HyEdge IP Co. (“HyEdge IP”), an entity 100% owned by the founder and CEO of the Company. Pursuant to the agreement, HyEdge IP granted the Company an exclusive, non-assignable, non-sublicensable and royalty-free right and license to use the intellectual properties related to beverages infused with hydrogen for human consumption owned by HyEdge IP (the “Intellectual Properties”), solely within North America. In addition, the Company agrees to irrevocably assign and transfer to HyEdge IP, all of its right, title and interest in and to any improvements, acquired through use, modification or improvement, on the Intellectual Properties (the “Improvements”). The license will be terminated if 1) the Company fails to perform any term or condition of the Agreement and fails to cure such failure within 30 days. or 2) the Company undergoes any direct or indirect sale, merger, consolidation, or transfer of greater than 50% of the Licensee's ownership shares or business assets to a person or group of persons, or 3) the Company substantially discontinues business operations. On December 20, 2019, the Company and HyEdge IP entered into an amendment to the Agreement (the "Amendment"), expanding the territory in the Agreement from North America to worldwide, including the World Wide Web. In addition, the Amendment clarified the scope of the license and rights in question, which includes the Intellectual Properties and the Improvements. The Amendment also stipulated that the Company and HyEdge IP shall agree upon a royalty for the Company's use of the Intellectual Properties, including the Improvements, outside of North America.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 11, 2022, which is the date the financial statements were issued, and has concluded that no such events or transactions took place which would require adjustment to or disclosure in the financial statements, except for the following: Equity On April 5, 2021, the Company entered into a Stock Purchase Agreement with Boot Capital LLC (“Boot”) whereby Boot Capital agreed to the purchase of 50,000 common stock shares at $1.00 per share.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The accompanying (a) condensed consolidated balance sheet at December 31, 2021, has been derived from audited financial statements and (b) condensed consolidated unaudited financial statements as of March 31, 2022 and 2021, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Annual Report on Form 10K for the year ended December 31, 2021 (the “2021 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results of operations expected for the year ending December 31, 2022. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and are expressed in United States dollars. These consolidated financial statements include the accounts of HFactor Inc. and its wholly owned subsidiaries, HyEdge, Inc., a Delaware corporation and, the following all of which are inactive, Standard Canna, Inc., a Florida corporation, and its wholly owned subsidiaries, Standard Cultivation Systems Inc., a Colorado corporation; and Standard Property Group Inc., a California corporation; and as well as Precious Holdings, Inc., a Delaware corporation. All inter-company balances and transactions have been eliminated on consolidation.
Going Concern	Going Concern The financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding the Company’s recurring losses, working capital deficiency or accumulated deficit. As of March 31, 2022, the Company had $ 46,733 It is the Company’s intent to continue to attempt to raise funds in this manner and to raise funds through the sale of equity securities until the Company attains profitability. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.
Cash	Cash For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company held a cash balance of $ 46,733 250,854
Revenue Recognition	Revenue Recognition Revenue from sales of the Company’s products is recorded when title and risk of loss have passed to the buyer and criteria for revenue recognition is met. The Company sells its products to individual consumers and resellers upon receipt of a written order. The Company has a limited return policy for defective items that requires that buyers give the Company notice within 30 days after receipt of the products. Due to the immaterial quantities of returned products historically, for the periods ended March 31, 2022 and 2021, the Company recognized revenue at the time of delivery without providing any reserve.
Accounts Receivable	Accounts Receivable Accounts receivable represents amounts due from the Company’s customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes a specific customer identification methodology. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts were no
Inventories	Inventories Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of HFactor ® no
Fixed Assets	Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally three to five years The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
Advertising Costs	Advertising Costs Advertising costs are expensed as incurred. Advertising costs for the periods ended March 31, 2022 and 2021 were $ 27,565 0
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company's evaluation was performed for the tax years ended December 31, 2017 through 2021, The Company does not expect any changes in its unrecognized tax benefits in the current year. The Company’s policy for recording interest and penalties related to unrecognized tax benefits is to record such expenses as a component of current income tax expense. As of March 31, 2022 and December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Research and Development Expense	Research and Development Expense Costs related to research and development, which primarily consists of consulting for logo and packaging design, are charged to expense as incurred. The Company has no
Basic and Diluted Net Loss Per Share	Basic and Diluted Net Loss Per Share The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share,
Stock Based Compensation	Stock Based Compensation The Company applies the fair value method of ASC 718, Compensation-Stock Compensation
Fair Value	Fair Value FASB ASC 820, Fair Value Measurements and Disclosure Level 1 — Level 2 — Level 3 — The carrying amounts of cash, loan receivable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items. The fair value of the Company’s debt approximated the carrying value of the Company's debt as of March 31, 2022 and December 31, 2021. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt.
Recent Accounting Pronouncements	Recent Accounting Pronouncements We have considered all other recently issued accounting pronouncements during 2022 and 2021 and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.

FIXED ASSETS, NET (Tables)

FIXED ASSETS, NET (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of fixed assets, net	Schedule of fixed assets, net March 31, December 31, 2022 2021 Machinery and equipment $ 577,645 $ 577,645 Construction in progress 3,089 3,089 Less accumulated depreciation (342,414 ) (323,515 ) Fixed assets net $ 238,320 $ 257,219

NOTES PAYABLE-THIRD PARTIES (Ta

NOTES PAYABLE-THIRD PARTIES (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of third party convertible notes payable	Schedule of third party convertible notes payable March 31, 2022 December 31, 2021 Convertible promissory note with interest at 8 0.01 June 30, 2022 40,975 $ 80,394 $ 80,394 $ 250,000 10 May 27, 2022 28,381 221,618 176,805 $ 152,000 10 July 22, 2022 44,601 107,399 71,875 $ 252,000 10 October 4, 2022 129,551 122,449 60,098 Unsecured promissory note for finder’s fee due with interest at 10 1,000 May 1, 2022 72,900 74,049 Total Notes Payable-Third Parties $ 604,750 $ 463,221

NOTES PAYABLE - RELATED PARTY (

NOTES PAYABLE - RELATED PARTY (Tables)	3 Months Ended
	Mar. 31, 2022
Notes Payable - Related Party
Schedule of notes payable related parties	Schedule of notes payable related parties March 31, December 31, Secured Promissory Note – RP, dated September 30, 2019 Note accrues interest at 10 % per annum, due and payable on July 1, 2022 (A) $ 445,116 $ 445,116 Secured Promissory Note – LK, dated September 30, 2019 Note accrues interest at 10 % per annum, due and payable on July 1, 2022 (A) 100,000 100,000 Secured Promissory Note – C Lemen, dated July 23, 2020. Note accrues interest at 10% per annum, due and payable on July 1, 2022 (A)(B) 90,000 90,000 Unsecured Promissory Note – DC, dated September 30, 2012. Note accrues interest at 7% per annum, due and payable on June 30, 2022 6,525 6,525 Total Notes Payable-Related Party $ 641,641 $ 641,641 (A) Secured by all of Company’s accounts receivable and inventory. (B) Includes a five (5) year common stock warrant of common stock. Warrants equal to 1% of the principal loan divided by $0.414, exercisable at the fair market value on execution date.

GOVERNMENT DEBT (Tables)

GOVERNMENT DEBT (Tables)	3 Months Ended
	Mar. 31, 2022
Government Debt
Schedule of future maturities of debt	Schedule of future maturities of debt Period Ending March 31, 2022 $ – 2023 – 2024 – 2025 – Thereafter 150,000 Total Principal Payments $ 150,000

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
Derivative Liabilities
Schedule of asset measured at fair value	Schedule of asset measured at fair value Consolidated Quoted (Level 1) Quoted (Level 2) Significant (Level 3) Derivative Liabilities: March 31, 2022 $ 801,449 $ – $ – $ 801,449 December 31, 2021 $ 793,997 $ – $ – $ 793,997
Summary of changes in fair value of liability	Summary of changes in fair value of liability Period Ended 2022 Year Ended Beginning balance $ 793,997 $ – Aggregate fair value of conversion features upon issuance – 918,403 Fair value of derivatives reclassified to equity – – Net transfer into level 3 – – Fair value of warrants netted against common stock issued for stock – – Change in fair value of conversion features 7,452 (124,406 ) Change in fair value of warrant and stock option derivative liabilities – – Ending balance $ 801,449 $ 793,997

INCOME TAXES (Tables)

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Components of Deferred Income Tax Asset	Schedule of Components of Deferred Income Tax Asset March 31, 2022 December 31, 2021 Deferred tax asset: Net operating loss carry-forward $ 3,400,000 $ 3,150,000 Less: valuation allowance (3,400,000 ) (3,150,000 ) Net deferred income tax asset $ – $ –

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Cash	$ 46,733		$ 250,854
Accounts Receivable, Allowance for Credit Loss, Current	0		0
Inventory Valuation Reserves	$ 0		$ 0
Property, Plant and Equipment, Estimated Useful Lives	three to five years
Advertising Expense	$ 27,565	$ 0
Research and Development Expense	$ 0	$ 0

FIXED ASSETS NET (Details - Fix

FIXED ASSETS NET (Details - Fixed Assets, Net) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Machinery and equipment	$ 577,645	$ 577,645
Construction in progress	3,089	3,089
Less accumulated depreciation	(342,414)	(323,515)
Fixed assets net	$ 238,320	$ 257,219

FIXED ASSETS, NET (Details Narr

FIXED ASSETS, NET (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 18,899	$ 35,705

NOTES PAYABLE-THIRD PARTIES (De

NOTES PAYABLE-THIRD PARTIES (Details - Convertible notes payable) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total notes payable	$ 604,750	$ 463,221
Convertible Promissory Note 1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	8.00%
Shares Issued, Price Per Share	$ 0.01
Debt Instrument, Maturity Date	Jun. 30, 2022
Debt Instrument, Unamortized Discount	$ 40,975
Total notes payable	$ 80,394	80,394
Convertible Promissory Note 2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	10.00%
Debt Instrument, Maturity Date	May 27, 2022
Debt Instrument, Unamortized Discount	$ 28,381
Total notes payable	221,618	176,805
Debt Instrument, Face Amount	$ 250,000
Convertible Promissory Note 3 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	10.00%
Debt Instrument, Maturity Date	Jul. 22, 2022
Debt Instrument, Unamortized Discount	$ 44,601
Total notes payable	107,399	71,875
Debt Instrument, Face Amount	$ 152,000
Convertible Promissory Note 4 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	10.00%
Debt Instrument, Maturity Date	Oct. 4, 2022
Debt Instrument, Unamortized Discount	$ 129,551
Total notes payable	122,449	60,098
Debt Instrument, Face Amount	$ 252,000
Unsecured Promissory Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	10.00%
Debt Instrument, Maturity Date	May 1, 2022
Total notes payable	$ 72,900	$ 74,049
Debt Instrument, Periodic Payment	$ 1,000

NOTES PAYABLE-THIRD PARTIES (_2

NOTES PAYABLE-THIRD PARTIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Short-Term Debt [Line Items]
Warrant liability, net of unamortized discount	$ 0		$ 335,651
Warrant Liability Discount	0		$ 654,000
Amortization of Debt Discount (Premium)	$ 142,687	$ 0
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Convertible Notes Payable One [Member]
Short-Term Debt [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	300,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.55
Convertible Notes Payable Two [Member]
Short-Term Debt [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	300,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.55
Convertible Notes [Member]
Short-Term Debt [Line Items]
Amortization of Debt Discount (Premium)	$ 142,687	$ 0

NOTES PAYABLE - RELATED PARTY_2

NOTES PAYABLE - RELATED PARTY (Details - Notes Payable Related Party) - USD ($)		Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total Notes Payable-Related Party		$ 641,641	$ 641,641
Secured Promissory Note [Member]
Debt Instrument [Line Items]
Total Notes Payable-Related Party	[1]	445,116	445,116
Secured Promissory Note One [Member]
Debt Instrument [Line Items]
Total Notes Payable-Related Party	[1]	100,000	100,000
Secured Promissory Note Two [Member]
Debt Instrument [Line Items]
Total Notes Payable-Related Party	[1],[2]	90,000	90,000
Unsecured Promissory Note [Member]
Debt Instrument [Line Items]
Total Notes Payable-Related Party		$ 6,525	$ 6,525
[1]	Secured by all of Company’s accounts receivable and inventory.
[2]	Includes a five (5) year common stock warrant of common stock. Warrants equal to 1% of the principal loan divided by $0.414, exercisable at the fair market value on execution date.

GOVERNMENT DEBT (Details - Gove

GOVERNMENT DEBT (Details - Government debt)	Mar. 31, 2022USD ($)
Government Debt
2022	$ 0
2023	0
2024	0
2025	0
Thereafter	150,000
Total Principal Payments	$ 150,000

GOVERNMENT DEBT (Details Narrat

GOVERNMENT DEBT (Details Narrative) - Economic Injury Disaster Loan [Member]	Jun. 02, 2020USD ($)
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	$ 150,000
Debt Instrument, Interest Rate During Period	3.75%
Debt Instrument, Periodic Payment	$ 731
Customer Advances, Current	$ 10,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details - Asset measured at fair value) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Derivative Liabilities	$ 801,449	$ 793,997
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Liabilities	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Liabilities	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Liabilities	$ 801,449	$ 793,997

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details - Changes in fair value of liability) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Derivative Liabilities
Derivative Liability, Noncurrent	$ 793,997	$ 0
Aggregate fair value of conversion features upon issuance	0	918,403
Fair value of derivatives reclassified to equity	0	0
Net transfer into level 3	0	0
Fair value of warrants netted against common stock issued for stock	0	0
Change in fair value of conversion features	7,452	(124,406)
Change in fair value of warrant and stock option derivative liabilities	0	0
Derivative Liability, Noncurrent	$ 801,449	$ 793,997

DERIVATIVE LIABILITIES (Detai_3

DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Derivative Liabilities
Derivative Liability, Current	$ 801,449	$ 793,997

MERGER AND RELATED TRANSACTIO_2

MERGER AND RELATED TRANSACTIONS (Details Narrative) - shares	Aug. 06, 2021	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Debt Conversion, Converted Instrument, Rate	70.00%
Shares, Issued		30,197,888

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Mar. 31, 2022USD ($)
Minimum [Member]
Loss Contingencies [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold	$ 100,000
Maximum [Member]
Loss Contingencies [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold	$ 200

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	Dec. 15, 2021	Oct. 27, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2022	Jan. 03, 2022	Dec. 31, 2021	Sep. 15, 2021	Aug. 06, 2021
Class of Stock [Line Items]
Common Stock, Shares Authorized			200,000,000				200,000,000
Common Stock, Par or Stated Value Per Share			$ 0.001				$ 0.001
Common stock, shares issued			47,956,164				47,631,164
Common stock, shares outstanding			47,956,164				47,631,164
Proceeds from Issuance or Sale of Equity	$ 650,000		$ 370,000	$ 0
Stock Issued During Period, Shares, Issued for Services	650,000		370,000
Share Price	$ 1		$ 1
Common Stock Subscribed Shares					45,000	400,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001				$ 0.001
Preferred Stock, Shares Authorized			219,000,000				219,000,000
Preferred Stock Unissued			28,996,746
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share			$ 0.001				$ 0.001
Preferred Stock, Shares Authorized			1,000,000				1,000,000		1,000,000
Preferred Stock, Shares Issued			1,000,000				1,000,000	1,000,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share			$ 0.001				$ 0.001
Preferred Stock, Shares Authorized			18,000,000				18,000,000		18,000,000
Preferred Stock, Shares Issued			3,254				3,054	3,054
Chief Executive Officer [Member]
Class of Stock [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		26,910,000

INCOME TAXES (Details - Deferre

INCOME TAXES (Details - Deferred Income Tax Asset) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Deferred tax asset:
Net operating loss carry-forward	$ 3,400,000	$ 3,150,000
Less: valuation allowance	(3,400,000)	(3,150,000)
Net deferred income tax asset	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 16,000	$ 13,000
Operating Loss Carryforwards Expiration Dates	2036