Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Grapefruit USA, Inc | |
Entity Central Index Key | 0001205181 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 513,583,695 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 440,990 | $ 299,895 |
Accounts receivable | 245,843 | 39,408 |
Inventory | 490,815 | 502,115 |
Licensee agreement | 57,200 | 63,800 |
Other | 17,774 | 43,644 |
Total current assets | 1,252,622 | 948,862 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 1,798,823 | 1,790,930 |
Operating right of use - assets | 108,839 | 131,786 |
Investment in hemp | 169,950 | 169,950 |
Other | 7,459 | 7,459 |
TOTAL ASSETS | 3,337,693 | 3,048,987 |
CURRENT LIABILITIES | ||
Notes payable | 256,534 | 256,436 |
Accrued loan interest | 893,087 | 758,107 |
Related party payable | 676,225 | 488,433 |
Legal settlements - current portion | 50,013 | 180,740 |
Subscription payable | 1,333,585 | 791,992 |
Derivative liability | 177,960 | 118,641 |
Capital lease - current portion | 65,810 | 67,071 |
Operating right of use - liability - current portion | 68,040 | 82,038 |
Convertible notes - current portion | 2,621,786 | 829,072 |
Accounts payable and accrued expenses | 771,820 | 807,051 |
Total current liabilities | 6,914,860 | 4,379,581 |
Legal settlements - long-term | 23,953 | 29,226 |
Capital lease | 24,519 | 38,835 |
Operating right of use - liability | 43,984 | 52,724 |
Long-term notes payable, net | 905,667 | 904,633 |
Long-term convertible notes, net of discount | 1,163,547 | 2,323,735 |
Total long-term liabilities | 2,161,670 | 3,349,153 |
TOTAL LIABILITIES | 9,076,530 | 7,728,734 |
STOCKHOLDERS' DEFICIT | ||
Common stock ($0.0001 par value, 1,000,000,000 shares authorized; 510,767,041 and 505,700,437 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively) | 51,077 | 50,570 |
Preferred stock ($0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020) | ||
Additional paid in capital | 6,948,281 | 6,591,177 |
Accumulated deficit | (12,738,195) | (11,321,494) |
Total stockholders' deficit | (5,738,837) | (4,679,747) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,337,693 | $ 3,048,987 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 510,767,041 | 505,700,437 |
Common stock, shares outstanding | 510,767,041 | 505,700,437 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Total revenues | $ 350,815 | $ 393,559 |
Cost of goods sold | 423,435 | 454,987 |
Gross loss | (72,620) | (61,428) |
Operating expenses: | ||
Sales | 3,596 | |
General and administrative | 401,412 | 302,559 |
Total operating expenses | 405,008 | 302,559 |
Loss from operations | (477,628) | (363,987) |
Other income (expense): | ||
Interest expense | (421,381) | (372,322) |
Change in value of derivative instruments | (59,319) | (2,110,718) |
Gain (loss) on extinguishment of debt | (458,373) | 74,304 |
Total other income (expense) | (939,073) | (2,408,736) |
Loss before income taxes | (1,416,701) | (2,772,723) |
Tax provision | ||
Net loss | $ (1,416,701) | $ (2,772,723) |
Net loss per share - Basic and diluted | $ 0 | $ (0.01) |
Weighted average common stock outstanding - Basic and diluted | 508,357,473 | 394,315,293 |
Bulk Sales [Member] | ||
Revenues | ||
Total revenues | $ 350,815 | $ 393,559 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (1,416,701) | $ (2,772,723) | $ (4,229,851) |
Adjustments to reconcile net loss to net cash used for operating activities: | |||
Depreciation and amortization expense | 22,629 | 20,262 | |
Amortization of debt discount | 237,226 | 202,979 | |
Change in value of derivative | 59,319 | 2,110,718 | |
Loss on issuance of warranty | 235,103 | ||
Loss on extinguishment of debt | 458,373 | (74,304) | |
Stock-based compensation for services | 9,407 | 95,625 | |
Changes in operation assets and liabilities: | |||
Accounts Receivables | (206,435) | (95,818) | |
Inventory | 11,299 | 11,228 | |
Prepaid expense and current assets | 32,471 | ||
Right-of-use assets | 22,947 | ||
Accounts payable | (35,231) | 58,420 | |
Other | 5,000 | ||
Accrued loan interest expense | 134,980 | 85,290 | |
Right-of-use liability | (22,738) | ||
Net cash (used for)/provided by used for operating activities | (261,031) | (353,323) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of land and equipment | (30,521) | ||
Net cash used for investing activities | (30,521) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Principal repayment of capital lease liability | (15,577) | (13,060) | |
Repayment of legal liability | (136,000) | ||
Proceeds from convertible notes, net | 398,000 | 250,000 | |
Proceeds from (repayment of) loans, net | (1,568) | (15,291) | |
Proceeds from related parties | 187,792 | ||
Net cash proceeds from financing activities | 432,647 | 221,649 | |
NET INCREASE (DECREASE) IN CASH | 141,095 | (131,674) | |
CASH, BEGINNING BALANCE | 299,895 | 266,607 | 266,607 |
CASH, ENDING BALANCE | 440,990 | 134,933 | $ 299,895 |
SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING ACTIVITY | |||
Cash paid for interest expense | 32,667 | 185,820 | |
Debt converted to common stock | 51,667 | 640,597 | |
Compensation paid through issuance of common stock | 67,420 | 347,783 | |
Notes and accrued interest converted to common stock | 79,754 | ||
Reclassification of derivative liabilities to APIC | $ 423,340 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 48,632 | $ 2,781,839 | $ (7,264,498) | $ (4,434,027) |
Beginning Balance, shares at Dec. 31, 2019 | 486,320,329 | |||
Shares issued for services | $ 30 | 106,096 | 106,126 | |
Shares issued for services, shares | 300,000 | |||
Shares issued for Settlement | $ 721 | 565,572 | 566,293 | |
Shares issued for Settlement, shares | 7,213,933 | |||
Net loss | (2,772,723) | (2,772,723) | ||
Ending Balance at Mar. 31, 2020 | $ 49,383 | 3,453,507 | (10,037,221) | (6,534,331) |
Ending Balance, shares at Mar. 31, 2020 | 493,834,262 | |||
Beginning Balance at Dec. 31, 2019 | $ 48,632 | 2,781,839 | (7,264,498) | (4,434,027) |
Beginning Balance, shares at Dec. 31, 2019 | 486,320,329 | |||
Net loss | (4,229,851) | |||
Ending Balance at Dec. 31, 2020 | $ 50,570 | 6,591,177 | (11,321,494) | (4,679,747) |
Ending Balance, shares at Dec. 31, 2020 | 505,700,437 | |||
Shares issued for services | $ 140 | 55,804 | 55,944 | |
Shares issued for services, shares | 1,399,937 | |||
Shares issued for Settlement | $ 167 | 51,500 | 51,667 | |
Shares issued for Settlement, shares | 1,666,667 | |||
Shares issued upon warrant exercise | $ 200 | 249,800 | 250,000 | |
Shares issued upon warrant exercise, shares | 2,000,000 | |||
Net loss | (1,416,701) | (1,416,701) | ||
Ending Balance at Mar. 31, 2021 | $ 51,077 | $ 6,948,281 | $ (12,738,195) | $ (5,738,837) |
Ending Balance, shares at Mar. 31, 2021 | 510,767,041 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 –ORGANIZATION AND NATURE OF OPERATIONS Grapefruit USA, Inc (“we”, “our”, “us”, “GBI”, “Grapefruit”, or “the Company”) was formed as a California corporation on August 28, 2017 and began operating in September 2017. On July 10, 2019, Grapefruit closed the Share Exchange after the completion of all conditions subsequent contemplated by the Share Exchange Agreement among the parties thereto ( “SEA”), by which Imaging3, Inc. (“IGNG”) was acquired in a reverse acquisition (the “Acquisition”) by the former shareholders of Grapefruit, the accounting acquirer. Under the terms of the SEA executed on May 31, 2019, IGNG became obligated to issue to Grapefruit’s existing shareholders that number of newly issued restricted IGNG common shares such that the former Grapefruit shareholders (now new IGNG shareholders) will own approximately 81% of the post-Acquisition IGNG common shares and the current IGNG shareholders will retain 19% of the post-Acquisition IGNG common shares. At the time of the execution of the SEA, IGNG had approximately 85,218,249 outstanding shares of common stock. Therefore, IGNG issued to Grapefruit’s shareholders 362,979,114 IGNG common shares to Grapefruit’s current shareholder on a pro rata basis with their then-current ownership of Grapefruit of which Bradley Yourist and Daniel J. Yourist own a combined 72.26%, or approximately 259,967,136 shares. Accordingly, the financial statements are prepared using the acquisition method of accounting with GBI as the accounting acquirer and IGNG treated as the legal acquirer and accounting acquiree. Because Imaging3, Inc. did not meet the accounting definition of an operating business, having only nominal assets, the reverse merger transaction was treated as a recapitalization and no goodwill was recognized. The Company has applied for and received our provisional distribution renewal licensure which allows us to operate through May 13, 2021. Our annual manufacturing license has been renewed by the California Department of Health. Grapefruit has not yet applied for a license to cultivate and will not until construction has begun on our cultivation facility. We own two acres of fully entitled cannabis real property located in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park. The location within Coachillin’ allows the Company to apply for and hold every cannabis license available under the California Cannabis laws. We intend to buildout out the real property into a distribution, manufacturing and high-tech cultivation facility to facilitate our goal to become a seed to sale, fully vertically integrated Cannabis and CBD product Company. Grapefruit’s plans include an indoor 22,000 square foot multi-tiered canopy and adjoining tissue culture rooms. We became members of the Indian Canyon and 18th Property Association on September 19, 2017 and have an ownership interest of 1.46% based upon the 77,156 gross parcel square foot of our property located in an approximately 5.3 million square foot facility. As of December 31, 2020, the common areas continue to be built throughout the entire canna-business park and are not complete. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The unaudited financial statements as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and March 31, 2020, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes filed with the SEC for the year ended December 31, 2020. Use of Estimates We make our estimate of the ultimate outcome for these items based on historical trends and other information available when our financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. The company’s most significant estimates related to useful life for depreciation, the value of long-lived assets and related impairment, and provision for income taxes of property and equipment. Inventory March 31, 2021 December 31, 2020 Raw material $ 62,862 $ 16,891 Work in process 13,144 23,566 Finished goods 414,810 461,659 $ 490,816 $ 502,116 We periodically review the value of our inventory and provide a write-down of inventory based on our assessment of the market conditions. Any write-down is charged to cost of goods sold. Property, Plant and Equipment, net Land Improvements Long-Lived Assets Impairment Assessment Revenue Recognition Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation Performance Obligations Sales of products are recognized when all the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. Historically the Company’s contracts have not had multiple performance obligations. The large majority of the Company’s performance obligations are recognized at a point in time related to the sale of products. Cost of Goods Sold Basic and Diluted Net Income Per Share – March 31, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (1,416,701 ) (4,229,851 ) Denominator: Weighted-average number of common shares outstanding during the period 508,357,473 498,230,051 Dilutive effect of stock options, warrants, and convertible promissory notes - - Common stock and common stock equivalents used for diluted earnings per share $ (0.00 ) $ (0.00 ) Derivative Financial Instruments - Fair Value of Financial Instruments Level 1 Level 2 Level 3 The carrying amount of our cash and cash equivalents approximates fair value because of the short-term nature of the instruments. The carrying amount of our notes payable at December 31, 2019, approximates their fair values based on comparable borrowing rates available to the company. The Company evaluated the fair market value of LVCA using Level 3 inputs. From that measurement, the Company recorded an impairment of LVCA. There have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets or liabilities for the three months ended March 31, 2021 and year ended December 31, 2020. Level 1 Level 2 Level 3 Total Derivative Liabilities March 31, 2021 $ - $ - $ 118,641 $ 118,641 Derivative Liabilities December 31, 2020 $ - $ - $ 118,641 $ 118,641 Income Taxes We follow the provisions of ASC 740, Income Taxes When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We have created our tax provision leveraging known tax court cases involving various marijuana dispensaries and other cannabis related businesses, including the section of the IRS Tax code of 280E. The U.S. Tax Code Section 280E is the federal statute that states that a business engaging in the trafficking of a Schedule I or II controlled substance, which includes cannabis and cannabis related products, are barred from taking the tax deductions or credits in their federal tax returns which are not considered as part of the business’ cost of goods sold. Given the guidance offered by the Tax code 280E we have prepared our tax provision according to this tax code. Interest and penalties associated with unrecognized tax benefits, if any, are classified as interest expense and penalties and are included in selling, general and administrative expenses in our consolidated statements of operations. On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S. tax. The enactment of U.S. tax reform had no significant impact on our income taxes for the three months ended March 31, 2021 and 2020, respectively. Research and Development Expenses General and Administrative Expenses Commitments and Contingencies If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Net Loss Per Share Earnings per Share Cash and Cash Equivalents Concentration of Credit Risk Accounts Receivable and Revenue – Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted Convertible Debt, and Derivatives and Hedging Recently Issued Accounting Pronouncements Adopted Accounting for Income Taxes Simplifying the Accounting for Income Taxes (Topic 740) Equity Securities, Equity-method Investments and Certain Derivative s Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN Our consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. During the three months ended March 31, 2020, we incurred a net loss of $1,416,701, had a working capital deficit of $5,662,238 and had an accumulated deficit of $12,738,195 at March 31,2021. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations as they come due. There is no assurance that these events will be satisfactorily completed. As a result, there is doubt about our ability to continue as a going concern for one year from the issuance date of these financial statements Management’s plan regarding this matter is to, amongst other things, seek additional equity financing by selling our equity securities and obtaining funds through the issuance of debt. We cannot be certain that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders may be reduced, stockholders may experience additional dilution, or such equity securities may provide for rights, preferences and/or privileges senior to those of the holders of our common stock. Our ability to execute our business plan and continue as a going concern may be adversely affected if we are unable to raise additional capital or operate profitably. On May 31, 2019, the Company executed the Stock Purchase Agreement (“SPA”) with Auctus pursuant to the terms of which the Company agreed to sell $4,000,000 of the Notes and issue $6,200,000 of callable warrants (the “Warrants” and, together with the Notes, the “Securities”) to Auctus. Auctus is the Selling Security Holder. In addition, on May 31, 2019, we also entered into a registration rights agreement with Auctus (the “Registration Rights Agreement”) whereby we are obligated to file a registration statement to register the resale of the shares underlying the Securities. On July 25, 2019 (as amended on January 17, 2020), a registration statement was filed to comply with the Registration Rights Agreement . Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000 of Notes from Grapefruit in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1,030,000 was funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million was funded 90 days after effectiveness. As of December 31, 2020, all tranches of this financing were completed. The Company has received gross proceeds of $4,052,750. In the first quarter of 2021, Auctus exercised 2,000,000 warrants at $0.125, for proceeds to the Company of $250,000 and issued a $450,000 convertible note to Auctus. |
Right of Use Asset and Liabilit
Right of Use Asset and Liability | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Right of Use Asset and Liability | NOTE 4 – RIGHT OF USE ASSET AND LIABILITY During 2018 we reviewed various facilities and identified a suitable, compliant cannabis facility located in the city of Dessert Hot Springs, to build our manufacturing and distribution facility. This commercial park is owned and operated by Coachillin’ Holding LLC and we purchased land rights from Coachillin’ Holding LLC on December 21, 2017 to secure our specific location within their commercial park. Construction of our facility has not been completed, and we have been provided an estimated completion date of September 2022. In order for us to obtain California cannabis licensing from state and local officials we entered into an operating lease with Coachillin’ Holdings to temporarily occupy an area near the location of our permanent location within the Coachillin’ commercial park. We entered into this operating land lease agreement with Coachillin’ Holdings LLC on September 1, 2018 to rent approximately 2,268 square feet of leasable land area. The operating lease renews annually and has a base rent of $0.50 square foot of leasable area of the designated premise assigned by Coachillin’ Holdings LLC. We paid an initial non-refundable prepaid rent of $3,402 which was expensed during the three months following the signed agreement, and we will continue to pay $1,134 monthly. We entered into this operating agreement in order to obtain our provisional cannabis licenses for manufacturing and distribution during 2020. The Company entered into a 36-month lease agreement for office space in July 2019 at $6,963 a month, with an approximate 2% increase annually. The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 6% to estimate the present value of the right of use liability. The Company has right-of-use assets of $108,839, right-of-use liability of $112,025 as of March 31, 2021. Operating lease expense for the three months ended March 31, 2020 was $24,932. The following table provides the maturities of lease liabilities at March 31, 2021: Maturity of Lease Liabilities 2021 71,748 2022 44,756 2023 - 2024 - 2025 2026 and thereafter - Total future undiscounted lease payments 116,504 Less: Interest (4,479 ) Present value of lease liabilities $ 112,025 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 5 – INVENTORY At March 31, 2021 and December 31, 2020, our inventory was, as follows: March 31, 2021 December 31, 2020 Raw material $ 62,862 $ 16,891 Work in process 13,144 23,566 Finished goods 414,810 461,659 $ 490,816 $ 502,116 We periodically review the value of our inventory and provide a write-down of inventory based on our assessment of the market conditions. Any write-down is charged to cost of goods sold. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net of accumulated depreciation and amortization, at March 31, 2021 and December 31, 2020 was as follows: March 31, 2021 December 31, 2020 Vehicle $ 41,142 $ 41,142 Extraction equipment 296,748 287,028 Extraction laboratory 126,707 126,707 Warehouse facility 50,158 50,158 Land and land improvement/development 1,476,996 1,456,194 Accumulated depreciation and amortization (192,928 ) (170,299 ) Property, plant and equipment $ 1,798,823 $ 1,790,930 The Company acquired the extraction equipment, laboratory, and warehouse facility during 2018 and 2019 and made preparations and final testing for future production. Final preparations for certain extraction and warehouse work were completed, and these related assets were placed in service on April 1, 2019, at which time we commenced depreciating this asset. The amount of related depreciation expense for the three months ended March 31, 2021 and 2020 is $22,629 and $19,622, respectively. |
Capital Lease Payable
Capital Lease Payable | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Capital Lease Payable | NOTE 7 – CAPITAL LEASE PAYABLE Capital lease payable consists a capital lease agreement entered into in April 2018 to finance the purchase of various lab and manufacturing equipment. The outstanding balance on the 48-month installment capital lease was $148,511 and $161,570 as of March 31, 2021 and December 31, 2020, respectively. The terms of the 48-month capital lease specify monthly payments of $4,575. The interest rate implicit in the lease is about 15% and the maturity date is February 2022. In addition, the Company entered into additional 48-month leases in May 2019 for production facilities and storage of product. Monthly payments for the facility and storage totals $1,935. A summary of minimum lease payments on capital lease payable for future years is as follows: March 31, 2021 Remainder 2021 $ 58,590 2022 32,337 2023 7,740 2024 - 2025 - Thereafter - Total minimum lease payments 98,667 Less: amount representing interest (8,338 ) Capital lease liability $ 90,329 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE In October 2017, in connection with our purchase of two acres of fully entitled cannabis real property located in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park, the Company issued a first and second trust deed note in the amounts of $700,000 and $200,000, respectively. The first and second trust deed notes are long-term notes and are interest only notes, at 13.0%, and mature in August 2022, with the principal payment due at maturity. For the $700,000 loan, the monthly payment is approximately $7,500. For the $200,000 loan, the monthly payment is approximately $2,200. The 1st and 2nd trust deeds are secured by the land as well as property owned by two officers of the company and three other related parties. Also, each party has personally guaranteed or pledged additional collateral. The notes include a debt discount as of March 31, 2021 of $30,600. In April 2018, the Company issued a note due 60 days after funding with a principal amount of $250,000 and interest totaling $125,000. As of March 31, 2021, the note has not been repaid and was amended to carry an additional 10% interest rate of the total balance due, Accrued interest for this loan totals $190,625. The note is past due. Two officers of the Company have personally guaranteed the loan. In September 2019, the Company issued another note of $102,569 to an unrelated party with 5% interest, which was repaid in full on October 20, 2020. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 9 – CONVERTIBLE NOTES PAYABLE In August 2020, 9,100,380 shares were issued to settle $80,754 debt of a note and accrued interest resulting in a loss of $5,225. Amortization of note discounts, which is included in interest expense, amounted to $353,811 during the three months ended March 31, 2021 and $278,204 for the three months ended March 31, 2020. Grapefruit acquired convertible notes in its acquisition of Imaging3, Inc. on July 10, 2019. (See Note 15.) On May 31, 2019, the Company executed the SPA with Auctus pursuant to the terms of which the Company agreed to sell $4,000,000 of the Notes and issue $6,200,000 of callable warrants (the “Warrants” and, together with the Notes, the “Securities”) to Auctus. Auctus is the Selling Security Holder. In addition, on May 31, 2019, we also entered into a registration rights agreement with Auctus (the “Registration Rights Agreement”) whereby we are obligated to file a registration statement to register the resale of the shares underlying the Securities. On July 25, 2019 (as amended on January 17, 2020), a registration statement was filed to comply with the Registration Rights Agreement . Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000 of Notes from Grapefruit in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1,030,000 was funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million was funded 90 days after effectiveness. As of December 31, 2020, all tranches of this financing were completed. The Company has received gross proceeds of $4,052,750. The Notes have a two-year term and will bear interest at 10%. On April 15, 2021, the company renegotiated the debt agreement related to these notes modifying the convertible notes conversion price from a variable rate to a fixed rate conversion price with an effective date of December 31, 2020. As a result of the agreement, the Company recorded a noncash expense for the change in the value of derivative instruments of $40,372,883, which was simultaneously offset by a noncash gain of $39,640,477 from the extinguishment of debt, resulting a net loss of $753,699 from the renegotiation of the debt. On February 26, 2021, the company issued a $450,000 convertible to Auctus bearing 12% interest and 1-year maturity date. Principal payments shall be made in six (6) installments each in the amount of $75,000 commencing one hundred and eighty (180) days following the Issue Date and continuing thereafter each thirty (30) days for six (6) months. Notwithstanding the forgoing, the final payment of Principal and Interest shall be due on the Maturity Date. The conversion price set at $0.075. In addition, the Company has eleven other convertible notes comprising $296,000 outstanding and they are currently in default. The interest on these notes varies from 5-10%. As of March 12, 2021, we are in the process of converting eight of the notes amounting to $241,000. |
Notes Payable, Related Party No
Notes Payable, Related Party Notes Payables, And Operating Lease - Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Notes Payable, Related Party Notes Payables, And Operating Lease - Related Party | NOTE 10 – NOTES PAYABLE, RELATED PARTY NOTES PAYABLES, AND OPERATING LEASE – RELATED PARTY Notes payable to officers and directors as of March 31, 2021 and December 31, 2020 are due on demand and consisted of the following: March 31, 2021 December 31, 2020 Payable to an officer and director $ 82,056 $ 82,056 Payable to an individual affiliate of an officer and director 40,000 40,000 Payable to a company affiliate to an officer and director 554,169 366,377 $ 676,225 $ 488,433 Notes payables bear interest at 10%. A related party leased two eco-pods in April 2019 and May 2019, which are refurbished shipping containers, located on this specific parcel within Coachillin’. The lease is treated as an operating lease and payment responsibility is ultimately the responsibility of the related party. The Company assumed these lease payment obligations in May 2019. The monthly payments are $1,055 and $880, for the duration of the lease terms of four and five years, respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | NOTE 11 – EQUITY Preferred Stock The Company has authorized 1,000,000 shares of $0.0001 par value preferred stock. As of March 31, 2021, and December 31, 2020, there are no shares of preferred stock outstanding. Common Stock The Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock. During the three months ended March 31, 2021 the Company issued a total of 1,399,937 shares were issued for services rendered valued at $55,945; 1,666,667 shares were issued related to for a settlement valued at $51,667; and 2,000,000 shares were issued for warrant exercised at $0.125. As of March 31, 2021, there were approximately 613 record holders of our common stock, not including shares held in “street name” in brokerage accounts which is unknown. As of March 31, 2021, there were 510,767,041 shares of our common stock outstanding on record. Stock Option Plan During 2014, the Board of Directors adopted, and the shareholders approved, the 2014 Stock Option Plan under which a total of 1,811,401 shares of common stock had been reserved for issuance. The 2014 Stock Option Plan will terminate in September 2024. Stock Options As of March 31, 2021, employees of the Company hold options to purchase 250,000 shares of common stock at an exercise price of $1.00. Transactions in FY 2021 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, December 31, 2020 250,000 $ 1.00 4.57 Granted Exercised - Cancelled/Forfeited - Outstanding, March 31, 2021 250,000 $ 1.00 4.32 Exercisable, March 31, 2021 250,000 $ 1.00 4.32 The weighted average remaining contractual life of options outstanding issued under the Plan was 4.32 years at March 31, 2021. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 12 — WARRANTS Following is a summary of warrants outstanding at March 31, 2021: Number of Warrants Exercise Price Expiration Date 2,250,000 $ 0.20 July 2023 37,500 $ 0.10 April 2022 500,00 $ 0.10 August 2022 575,000 $ 0.10 April 2023 125,000 $ 0.10 May 2023 162,500 $ 0.10 August 2023 2,800,000 $ 0.40 May 2022 302,776 $ 0.10 January 2024 12,000,000 $ 0.10 March 2021 2,160,000 $ 0.10 June 2021 14,000,000 $ 0.125 May 2021 15,000,000 $ 0.15 May 2021 8,000,000 $ 0.25 May 2021 Grapefruit recorded warrants to issue common stock upon exercise in its acquisition of Imaging3, Inc. on July 10, 2019. (See Note 15.) As part of the SEA, the Company also issued 16,000,000 warrants to purchase 16,000,000 shares of the Company’s common stock at an exercise price of $0.125 per share, 15,000,000 warrants to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share, 8,000,000 warrants to purchase 8,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share for a period of two year from the date of issuance. In addition to the Notes in connection with the SPA agreement, IGNG issued to the Investor a warrant to purchase 16,000,000 shares of its common stock at $0.125 per share, a warrant to purchase 15,000,000 shares at $0.15 per share and a warrant to purchase 8,000,000 shares at $0.25 per share (collectively, the “Warrants”). The Warrants are “cash only” and are callable if IGNG stock trades on the OTCQB at 200% or more of a given exercise price for 5 consecutive days. On February 26, 2021, 2,250,000 warrants were issue with an exercise price of $0.20 in relation to the convertible note (See Note 9 Convertible note payable). On April 15, 2021 as part of the renegotiated terms of the convertible notes, 20,000,000 additional warrants were issued at an exercise price of $0.075. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 13 — DERIVATIVE LIABILITIES Grapefruit recorded derivative instruments in its acquisition of Imaging3, Inc. on July 10, 2019. (See Note 15.) The Company’s only asset or liability measured at fair value on a recurring basis was its derivative liability associated with related warrants to purchase common stock and the conversion features embedded in convertible promissory notes. In connection with financing transactions, the Company issued warrants to purchase common stock and convertible promissory notes. These instruments included provisions that could result in a reduced exercise price based on specified full-ratchet anti-dilution provisions. The “reset” provisions were triggered in the event the Company subsequently issued common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than contractually specified amounts. Upon triggering the “reset” provisions, the exercise / conversion price of the instrument will be reduced. Accordingly, pursuant to ASC 815, these instruments were not considered to be solely indexed to the Company’s own stock and were not afforded equity treatment. On April 15, 2021, the company renegotiated conversion terms on $4,502,750 of convertible notes with Auctus. All variable conversion prices were replaced with a fixed conversion price of $0.075. In addition, the Company issued an additional 20,000,000 warrants with an exercise price of $0.075 per share. The following table summarizes activity in the Company’s derivative liability during the three-month period ended March 31, 2021: 12-31-20 Balance $ 118,641 Creation/acquisition - Reclassification of equity - Change in Value 59,319 3-31-21 Balance $ 177,960 The Company classifies the fair value of these derivative liabilities under level 3 of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a Black Scholes model. The Company’s stock price and estimates of volatility are the most sensitive inputs in validation of assets and liabilities at fair value. The liabilities were measured using the following assumptions: Term 1-3 years Dividend Yield 0 % Risk-free rate 0.07% - 0.16 % Volatility 167 % |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments | NOTE 14 – INVESTMENTS Investment in Hemp In September 2019, the Company invested in hemp product that was purchased and stored by a third party. The Company expects to sell the product by the third quarter of 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Alpha Capital Anstalt and Brio Capital Master Fund, LTD On September 13, 2017, Alpha Capital Anstalt and Brio Capital Master Fund, LTD, two minority members of a group of investors in the Company (the “Plaintiff”) filed a lawsuit seeking damages and injunctive relief in the United States District Court for the Southern District of New York claiming that the Company breached certain Note and Warrant agreements among the parties to the action. The holders of the majority of the investment involved in the above lawsuit chose not to join in the lawsuit and have informed the Company that they believe the lawsuit to be baseless. On November 21, 2017, the Court denied the Plaintiff’s request for injunctive relief against the Company. As a result, the case essentially became an action for money damages against the Company, which the Company believed to be without merit and defended vigorously. However, on July 27, 2018 United States District Court for the Southern District of New York granted the plaintiffs motion for summary judgement, awarding them approximately $1.4 million dollars. On April 15, 2019 the Company executed a settlement agreement (the “Settlement Agreement”) with the defendants to settle the matter by agreeing to pay the defendants an aggregate of $200,000 and issuing them an aggregate of 7,705,698 of the Company’s common shares (subject to certain possible adjustments to the amount of shares to be issued to the Defendants by the Company). The Company paid this $200,000 to the defendants and issued the 7,705,698 shares to the defendants in the fourth quarter of 2019. Subsequently, the defendant’s claimed the aforementioned share adjustment had been triggered and made a demand that the Company issue additional shares pursuant to the terms of the Settlement. In April 2021, the Company issued an additional aggregate of 2,822,654 shares the Company’s stock to these defendants in final settlement of the dispute. Galileo Surgery Center LP/Cypress Ambulatory Surgery Center LP vs Imaging3, Inc. Settlement The Company came to a settlement with Galileo Surgery Center LP/Cypress Ambulatory Surgery Center LP (“Galileo”) for $75,572 with an interest rate of 10%, requiring payments of $2,000 per month beginning in August 2019 until paid in full. The company is currently behind on payments. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS On April 15, 2021, the company renegotiated conversion terms on $4,502,750 of convertible notes with Auctus. All variable conversion prices were replaced with a fixed conversion price of $0.075. In addition, the Company issued an additional 20,000,000 warrants with an exercise price of $0.075 per share. On April 19, 2021, Alpha Capital Anstalt and Brio Capital Master Fund, LTD were issued 2,822,654 shares pursuant to the true-up provision in their settlement (See Note 15 Commitments and Contingencies). In May 2021, 3,920,865 shares were issued to Greenberg Glusker Fields Claman & Machtinger LLP pursuant to the make-whole provision (See Note 15 Commitments and Contingencies). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates We make our estimate of the ultimate outcome for these items based on historical trends and other information available when our financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. The company’s most significant estimates related to useful life for depreciation, the value of long-lived assets and related impairment, and provision for income taxes of property and equipment. |
Inventory | Inventory March 31, 2021 December 31, 2020 Raw material $ 62,862 $ 16,891 Work in process 13,144 23,566 Finished goods 414,810 461,659 $ 490,816 $ 502,116 We periodically review the value of our inventory and provide a write-down of inventory based on our assessment of the market conditions. Any write-down is charged to cost of goods sold. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, net |
Land Improvements | Land Improvements |
Long-Lived Assets Impairment Assessment | Long-Lived Assets Impairment Assessment |
Revenue Recognition | Revenue Recognition Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation Performance Obligations Sales of products are recognized when all the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. Historically the Company’s contracts have not had multiple performance obligations. The large majority of the Company’s performance obligations are recognized at a point in time related to the sale of products. |
Cost of Goods Sold | Cost of Goods Sold |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income Per Share – March 31, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (1,416,701 ) (4,229,851 ) Denominator: Weighted-average number of common shares outstanding during the period 508,357,473 498,230,051 Dilutive effect of stock options, warrants, and convertible promissory notes - - Common stock and common stock equivalents used for diluted earnings per share $ (0.00 ) $ (0.00 ) |
Derivative Financial Instruments | Derivative Financial Instruments - |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 Level 2 Level 3 The carrying amount of our cash and cash equivalents approximates fair value because of the short-term nature of the instruments. The carrying amount of our notes payable at December 31, 2019, approximates their fair values based on comparable borrowing rates available to the company. The Company evaluated the fair market value of LVCA using Level 3 inputs. From that measurement, the Company recorded an impairment of LVCA. There have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets or liabilities for the three months ended March 31, 2021 and year ended December 31, 2020. Level 1 Level 2 Level 3 Total Derivative Liabilities March 31, 2021 $ - $ - $ 118,641 $ 118,641 Derivative Liabilities December 31, 2020 $ - $ - $ 118,641 $ 118,641 |
Income Taxes | Income Taxes We follow the provisions of ASC 740, Income Taxes When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We have created our tax provision leveraging known tax court cases involving various marijuana dispensaries and other cannabis related businesses, including the section of the IRS Tax code of 280E. The U.S. Tax Code Section 280E is the federal statute that states that a business engaging in the trafficking of a Schedule I or II controlled substance, which includes cannabis and cannabis related products, are barred from taking the tax deductions or credits in their federal tax returns which are not considered as part of the business’ cost of goods sold. Given the guidance offered by the Tax code 280E we have prepared our tax provision according to this tax code. Interest and penalties associated with unrecognized tax benefits, if any, are classified as interest expense and penalties and are included in selling, general and administrative expenses in our consolidated statements of operations. On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S. tax. The enactment of U.S. tax reform had no significant impact on our income taxes for the three months ended March 31, 2021 and 2020, respectively. |
Research and Development Expenses | Research and Development Expenses |
General and Administrative Expenses | General and Administrative Expenses |
Commitments and Contingencies | Commitments and Contingencies If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Net Loss Per Share | Net Loss Per Share Earnings per Share |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Concentration of Credit Risk | Concentration of Credit Risk |
Accounts Receivable and Revenue | Accounts Receivable and Revenue – |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted Convertible Debt, and Derivatives and Hedging Recently Issued Accounting Pronouncements Adopted Accounting for Income Taxes Simplifying the Accounting for Income Taxes (Topic 740) Equity Securities, Equity-method Investments and Certain Derivative s Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | At March 31, 2021 and December 31, 2020, our inventory was, as follows: March 31, 2021 December 31, 2020 Raw material $ 62,862 $ 16,891 Work in process 13,144 23,566 Finished goods 414,810 461,659 $ 490,816 $ 502,116 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | During 2019, potentially dilutive securities were excluded from the computation of weighted average shares outstanding-diluted because their effect was anti-dilutive. March 31, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (1,416,701 ) (4,229,851 ) Denominator: Weighted-average number of common shares outstanding during the period 508,357,473 498,230,051 Dilutive effect of stock options, warrants, and convertible promissory notes - - Common stock and common stock equivalents used for diluted earnings per share $ (0.00 ) $ (0.00 ) |
Summary of Derivative Liabilities | There have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets or liabilities for the three months ended March 31, 2021 and year ended December 31, 2020. Level 1 Level 2 Level 3 Total Derivative Liabilities March 31, 2021 $ - $ - $ 118,641 $ 118,641 Derivative Liabilities December 31, 2020 $ - $ - $ 118,641 $ 118,641 |
Right of Use Asset and Liabil_2
Right of Use Asset and Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | The following table provides the maturities of lease liabilities at March 31, 2021: Maturity of Lease Liabilities 2021 71,748 2022 44,756 2023 - 2024 - 2025 2026 and thereafter - Total future undiscounted lease payments 116,504 Less: Interest (4,479 ) Present value of lease liabilities $ 112,025 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | At March 31, 2021 and December 31, 2020, our inventory was, as follows: March 31, 2021 December 31, 2020 Raw material $ 62,862 $ 16,891 Work in process 13,144 23,566 Finished goods 414,810 461,659 $ 490,816 $ 502,116 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net of accumulated depreciation and amortization, at March 31, 2021 and December 31, 2020 was as follows: March 31, 2021 December 31, 2020 Vehicle $ 41,142 $ 41,142 Extraction equipment 296,748 287,028 Extraction laboratory 126,707 126,707 Warehouse facility 50,158 50,158 Land and land improvement/development 1,476,996 1,456,194 Accumulated depreciation and amortization (192,928 ) (170,299 ) Property, plant and equipment $ 1,798,823 $ 1,790,930 |
Capital Lease Payable (Tables)
Capital Lease Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of Minimum Lease Payments on Capital Lease | A summary of minimum lease payments on capital lease payable for future years is as follows: March 31, 2021 Remainder 2021 $ 58,590 2022 32,337 2023 7,740 2024 - 2025 - Thereafter - Total minimum lease payments 98,667 Less: amount representing interest (8,338 ) Capital lease liability $ 90,329 |
Notes Payable, Related Party _2
Notes Payable, Related Party Notes Payables, and Operating Lease - Related Party (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Payable to Officers and Directors | Notes payable to officers and directors as of March 31, 2021 and December 31, 2020 are due on demand and consisted of the following: March 31, 2021 December 31, 2020 Payable to an officer and director $ 82,056 $ 82,056 Payable to an individual affiliate of an officer and director 40,000 40,000 Payable to a company affiliate to an officer and director 554,169 366,377 $ 676,225 $ 488,433 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Options Activity | As of March 31, 2021, employees of the Company hold options to purchase 250,000 shares of common stock at an exercise price of $1.00. Transactions in FY 2021 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, December 31, 2020 250,000 $ 1.00 4.57 Granted Exercised - Cancelled/Forfeited - Outstanding, March 31, 2021 250,000 $ 1.00 4.32 Exercisable, March 31, 2021 250,000 $ 1.00 4.32 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Outstanding | Following is a summary of warrants outstanding at March 31, 2021: Number of Warrants Exercise Price Expiration Date 2,250,000 $ 0.20 July 2023 37,500 $ 0.10 April 2022 500,00 $ 0.10 August 2022 575,000 $ 0.10 April 2023 125,000 $ 0.10 May 2023 162,500 $ 0.10 August 2023 2,800,000 $ 0.40 May 2022 302,776 $ 0.10 January 2024 12,000,000 $ 0.10 March 2021 2,160,000 $ 0.10 June 2021 14,000,000 $ 0.125 May 2021 15,000,000 $ 0.15 May 2021 8,000,000 $ 0.25 May 2021 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Liability | The following table summarizes activity in the Company’s derivative liability during the three-month period ended March 31, 2021: 12-31-20 Balance $ 118,641 Creation/acquisition - Reclassification of equity - Change in Value 59,319 3-31-21 Balance $ 177,960 |
Schedule of Assumptions Used | The liabilities were measured using the following assumptions: Term 1-3 years Dividend Yield 0 % Risk-free rate 0.07% - 0.16 % Volatility 167 % |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | Jul. 10, 2019ft²shares | Mar. 31, 2021shares | Dec. 31, 2020shares | Sep. 19, 2017ft² |
Number of common stock shares outstanding | 510,767,041 | 505,700,437 | ||
Area of land | ft² | 22,000 | |||
18th Property Association [Member] | ||||
Ownership percentage | 1.46% | |||
Area of land | ft² | 5,300,000 | |||
Area of gross parcel property | ft² | 77,156 | |||
Grapefruit Boulevard Investments, Inc. [Member] | Share Exchange Agreement [Member] | Post-Acquisition [Member] | ||||
Number of common stock shares outstanding | 85,218,249 | |||
Grapefruit Boulevard Investments, Inc. [Member] | Share Exchange Agreement [Member] | New Shareholders [Member] | Post-Acquisition [Member] | ||||
Acquisition ownership percentage | 81.00% | |||
Grapefruit Boulevard Investments, Inc. [Member] | Share Exchange Agreement [Member] | Current Shareholders [Member] | Post-Acquisition [Member] | ||||
Acquisition ownership percentage | 19.00% | |||
Grapefruit Boulevard Investments, Inc. [Member] | Share Exchange Agreement [Member] | Grapefruit's Shareholders Member | Post-Acquisition [Member] | ||||
Number of shares issued | 362,979,114 | |||
Grapefruit Boulevard Investments, Inc. [Member] | Share Exchange Agreement [Member] | Bradley Yourist and Daniel J. Yourist [Member] | ||||
Number of shares issued | 259,967,136 | |||
Ownership percentage | 72.26% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income tax likelihood, description | More than 50 percent | ||
Federal statutory income tax rate | 21.00% | ||
Accounts receivable | $ 245,843 | $ 39,480 | |
Customer Two [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 75.00% | ||
One Customer [Member] | Revenues [Member] | |||
Concentration risk percentage | 30.00% | 95.00% | |
One Customer [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 99.00% | ||
Minimum [Member] | |||
Property plant and equipment estimated useful lives | 4 years | ||
Maximum [Member] | |||
Property plant and equipment estimated useful lives | 7 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 62,862 | $ 16,891 |
Work in process | 13,144 | 23,566 |
Finished goods | 414,810 | 461,659 |
Total inventory | $ 490,815 | $ 502,115 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Net income attributable to common shareholders | $ (1,416,701) | $ (2,772,723) | $ (4,229,851) |
Weighted-average number of common shares outstanding during the period | 508,357,473 | 394,315,293 | 498,230,051 |
Dilutive effect of stock options, warrants, and convertible promissory notes | |||
Common stock and common stock equivalents used for diluted earnings per share | $ 0 | $ (0.01) | $ 0 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Derivative Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Liabilities | $ 118,641 | $ 118,641 |
Level 1 [Member] | ||
Derivative Liabilities | ||
Level 2 [Member] | ||
Derivative Liabilities | ||
Level 3 [Member] | ||
Derivative Liabilities | $ 118,641 | $ 118,641 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2020 | Jun. 06, 2019 | May 31, 2019 | Aug. 16, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Apr. 15, 2021 | Feb. 26, 2021 |
Net loss | $ (1,416,701) | $ (2,772,723) | $ (4,229,851) | ||||||
Working capital deficit | 5,662,238 | ||||||||
Accumulated deficit | $ (11,321,494) | $ (12,738,195) | (11,321,494) | ||||||
Debt instrument description | As of April 15, 2020, the company has, for the past six weeks, been in the process of renegotiating certain key terms of its approximately $4,500,000 of convertible notes (the "Notes") issued to its sole institutional investor in 2019, 2020 and 2021. | ||||||||
Proceeds from convertible notes payable | $ 398,000 | $ 250,000 | |||||||
Exercise price per share | $ 0.075 | ||||||||
Convertible Notes [Member] | |||||||||
Exercise price per share | $ 0.20 | ||||||||
Debt instrument face amount | $ 450,000 | ||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | |||||||||
Number of warrants exercised | 2,000,000 | ||||||||
Exercise price per share | $ 0.125 | ||||||||
Proceeds from warrants | $ 250,000 | ||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Convertible Notes [Member] | |||||||||
Debt instrument face amount | 450,000 | ||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | |||||||||
Issuance of callable warrants | $ 6,200,000 | ||||||||
Debt instrument description | Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000 of Notes from Grapefruit in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1,030,000 was funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million was funded 90 days after effectiveness. | ||||||||
Proceeds from convertible notes payable | $ 4,052,750 | $ 4,000,000 | $ 4,052,750 | ||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | First Tranche [Member] | |||||||||
Proceeds from convertible notes payable | $ 600,000 | ||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | Second Tranche [Member] | |||||||||
Proceeds from convertible notes payable | $ 1,422,750 | ||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | Third Tranche [Member] | |||||||||
Proceeds from convertible notes payable | 1,030,000 | ||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | Fourth Tranche [Member] | 90 Days After Effectiveness [Member] | |||||||||
Proceeds from convertible notes payable | $ 1,000,000 | ||||||||
Grapefruit Boulevard Investments, Inc. [Member] | Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | |||||||||
Convertible notes | 4,000,000 | ||||||||
Issuance of callable warrants | $ 6,200,000 | ||||||||
Debt instrument description | Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000 of Notes from Grapefruit in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1,030,000 was funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million was funded 90 days after effectiveness. | ||||||||
Proceeds from convertible notes payable | $ 4,000,000 |
Right of Use Asset and Liabil_3
Right of Use Asset and Liability (Details Narrative) | Sep. 01, 2018USD ($)ft² | Jul. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 10, 2019ft² |
Area of land | ft² | 22,000 | |||||
Incremental borrowing rate Percentage | 6.00% | |||||
Right-of-use assets | $ 108,839 | $ 131,786 | ||||
Right-of-use liability | $ 112,025 | |||||
Operating lease expense | $ 24,932 | |||||
Operating Land Lease Agreement [Member] | ||||||
Monthly rent expense | $ 6,963 | |||||
Lease agreement term | 36 months | |||||
Increase in office space annually, percentage | 2.00% | |||||
Operating Land Lease Agreement [Member] | Coachillin Holdings LLC [Member] | ||||||
Area of land | ft² | 2,268 | |||||
Lease agreement description | The operating lease renews annually and has a base rent of $0.50 square foot of leasable area of the designated premise assigned by Coachillin' Holdings LLC. We paid an initial non-refundable prepaid rent of $3,402 which was expensed during the three months following the signed agreement, and we will continue to pay $1,134 monthly. We entered into this operating agreement in order to obtain our provisional cannabis licenses for manufacturing and distribution during 2020. | |||||
Non-refundable prepaid rent | $ 3,402 | |||||
Monthly rent expense | $ 1,134 |
Right of Use Asset and Liabil_4
Right of Use Asset and Liability - Schedule of Maturities of Lease Liabilities (Details) | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 71,748 |
2022 | 44,756 |
2023 | |
2024 | |
2025 | |
2026 and thereafter | |
Total future undiscounted lease payments | 116,504 |
Less: Interest | (4,479) |
Present value of lease liabilities | $ 112,025 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 62,862 | $ 16,891 |
Work in process | 13,144 | 23,566 |
Finished goods | 414,810 | 461,659 |
Total inventory | $ 490,815 | $ 502,115 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 22,629 | $ 19,622 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Vehicle | $ 41,142 | $ 41,142 |
Extraction equipment | 296,748 | 287,028 |
Extraction laboratory | 126,707 | 126,707 |
Warehouse facility | 50,158 | 50,158 |
Land and land improvement/development | 1,476,996 | 1,456,194 |
Accumulated depreciation and amortization | (192,928) | (170,299) |
Property, plant and equipment | $ 1,798,823 | $ 1,790,930 |
Capital Lease Payable (Details
Capital Lease Payable (Details Narrative) - USD ($) | 1 Months Ended | |||
May 31, 2019 | Apr. 30, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||||
Capital lease liability | $ 90,329 | $ 161,570 | ||
Capital lease, term | 48 months | 48 months | ||
Capital lease monthly payments | $ 1,935 | $ 4,575 | ||
Capital lease, interest rate | 15.00% | |||
Capital lease, maturity date | February 2022 |
Capital Lease Payable - Summary
Capital Lease Payable - Summary of Minimum Lease Payments On Capital Lease (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder 2021 | $ 58,590 | |
2022 | 32,337 | |
2023 | 7,740 | |
2024 | ||
2025 | ||
Thereafter | ||
Total minimum lease payments | 98,667 | |
Less: amount representing interest | (8,338) | |
Capital lease liability | $ 90,329 | $ 161,570 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2019USD ($) | Apr. 30, 2018USD ($) | Oct. 31, 2017USD ($)a | Mar. 31, 2021USD ($) | Jul. 10, 2019ft² | |
Area of real property | ft² | 22,000 | ||||
Debt instrument description | As of April 15, 2020, the company has, for the past six weeks, been in the process of renegotiating certain key terms of its approximately $4,500,000 of convertible notes (the "Notes") issued to its sole institutional investor in 2019, 2020 and 2021. | ||||
Unrelated Party [Member] | |||||
Note payable | $ 102,569 | ||||
Note interest rate | 5.00% | ||||
Note maturity date | Oct. 20, 2020 | ||||
Notes Payable [Member] | |||||
Note interest rate | 10.00% | ||||
Debt principal amount | $ 250,000 | ||||
Interest expense debt | $ 125,000 | ||||
Debt instrument term | 60 days | ||||
Debt instrument description | The note has not been repaid and was amended to carry an additional 10% interest rate of the total balance due | ||||
Accrued interest | $ 190,625 | ||||
Coachillin Industrial Cultivation and Ancillary Canna-Business Park [Member] | |||||
Area of real property | a | 2 | ||||
Debt discount | $ 30,600 | ||||
Coachillin Industrial Cultivation and Ancillary Canna-Business Park [Member] | First Deed Note [Member] | |||||
Note payable | $ 700,000 | ||||
Note interest rate | 13.00% | ||||
Note maturity date, description | August 2022 | ||||
Loan payable | $ 700,000 | ||||
Monthly loan payments | 7,500 | ||||
Coachillin Industrial Cultivation and Ancillary Canna-Business Park [Member] | Second Deed Note [Member] | |||||
Note payable | $ 200,000 | ||||
Note interest rate | 13.00% | ||||
Note maturity date, description | August 2022 | ||||
Loan payable | $ 200,000 | ||||
Monthly loan payments | $ 2,200 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Apr. 15, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | Jun. 06, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 16, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 12, 2021 |
Shares issued related to settlement, shares | 9,100,380 | ||||||||||
Shares issued related to settlement | $ 80,754 | ||||||||||
Settlement loss | $ 5,225 | ||||||||||
Amortization of debt discount | $ 237,226 | $ 202,979 | |||||||||
Proceeds from convertible notes payable | $ 398,000 | 250,000 | |||||||||
Debt instrument description | As of April 15, 2020, the company has, for the past six weeks, been in the process of renegotiating certain key terms of its approximately $4,500,000 of convertible notes (the "Notes") issued to its sole institutional investor in 2019, 2020 and 2021. | ||||||||||
Net loss | $ (1,416,701) | (2,772,723) | $ (4,229,851) | ||||||||
Auctus Fund, LLC [Member] | Subsequent Event [Member] | |||||||||||
Debt instrument conversion price | $ 0.075 | ||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | |||||||||||
Proceeds from convertible notes payable | $ 4,052,750 | $ 4,000,000 | $ 4,052,750 | ||||||||
Issuance of callable warrants | $ 6,200,000 | ||||||||||
Debt instrument description | Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000 of Notes from Grapefruit in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1,030,000 was funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million was funded 90 days after effectiveness. | ||||||||||
Convertible notes | $ 4,000,000 | ||||||||||
Debt instrument term | 2 years | ||||||||||
Debt interest rate | 10.00% | ||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | First Tranche [Member] | |||||||||||
Proceeds from convertible notes payable | $ 600,000 | ||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | Second Tranche [Member] | |||||||||||
Proceeds from convertible notes payable | $ 1,422,750 | ||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | Third Tranche [Member] | |||||||||||
Proceeds from convertible notes payable | 1,030,000 | ||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | Investor [Member] | Fourth Tranche [Member] | 90 Days After Effectiveness [Member] | |||||||||||
Proceeds from convertible notes payable | 1,000,000 | ||||||||||
Debt Agreement [Member] | Subsequent Event [Member] | |||||||||||
Change in value of derivative instruments | $ 40,372,883 | ||||||||||
Extinguishment of debt | 39,640,477 | ||||||||||
Net loss | $ 753,699 | ||||||||||
Convertible Notes [Member] | |||||||||||
Amortization of debt discount | 353,811 | $ 278,204 | |||||||||
Debt instrument term | 1 year | ||||||||||
Debt interest rate | 12.00% | ||||||||||
Debt instrument face amount | $ 450,000 | ||||||||||
Debt instrument payment term | Principal payments shall be made in six (6) installments each in the amount of $75,000 commencing one hundred and eighty (180) days following the Issue Date and continuing thereafter each thirty (30) days for six (6) months. Notwithstanding the forgoing, the final payment of Principal and Interest shall be due on the Maturity Date. | ||||||||||
Debt instrument periodic payment | $ 75,000 | ||||||||||
Debt instrument conversion price | $ 0.075 | ||||||||||
Convertible Notes [Member] | Securities Purchase Agreement [Member] | Auctus Fund, LLC [Member] | |||||||||||
Debt instrument face amount | $ 450,000 | ||||||||||
Eleven Other Convertible Notes [Member] | |||||||||||
Convertible notes | $ 296,000 | ||||||||||
Eleven Other Convertible Notes [Member] | Minimum [Member] | |||||||||||
Debt interest rate | 5.00% | ||||||||||
Eleven Other Convertible Notes [Member] | Maximum [Member] | |||||||||||
Debt interest rate | 10.00% | ||||||||||
Eight Convertible Notes [Member] | |||||||||||
Convertible notes | $ 241,000 |
Notes Payable, Related Party _3
Notes Payable, Related Party Notes Payables, And Operating Lease - Related Party (Details Narrative) - USD ($) | 1 Months Ended | |
May 31, 2019 | Mar. 31, 2021 | |
Four Years [Member] | ||
Monthly payments | $ 1,055 | |
Five Years [Member] | ||
Monthly payments | $ 880 | |
Notes Payable [Member] | ||
Debt interest rate | 10.00% |
Notes Payable, Related Party _4
Notes Payable, Related Party Notes Payables, And Operating Lease - Related Party - Schedule of Notes Payable to Officers and Directors (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable to officers and directors | $ 676,225 | $ 488,433 |
Notes Payable [Member] | ||
Notes payable to officers and directors | 676,225 | 488,433 |
Notes Payable [Member] | Payable to an Officer and Director [Member] | ||
Notes payable to officers and directors | 82,056 | 82,056 |
Notes Payable [Member] | Payable to an Individual Affiliate of an Officer and Director [Member] | ||
Notes payable to officers and directors | 40,000 | 40,000 |
Notes Payable [Member] | Payable to a Company Affiliate to an Officer and Director [Member] | ||
Notes payable to officers and directors | $ 554,169 | $ 366,377 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2014 | Apr. 15, 2021 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares outstanding | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Shares issued for services | $ 55,944 | $ 106,126 | ||||
Shares issued related to settlement, shares | 9,100,380 | |||||
Shares issued related to settlement | $ 80,754 | |||||
Warrant exercise price | $ 0.075 | |||||
Common stock outstanding | 510,767,041 | 505,700,437 | ||||
Weighted average contractual life | 4 years 3 months 26 days | |||||
Employees [Member] | ||||||
Number of option to purchase of common stock | 250,000 | |||||
Weighted average contractual life | 4 years 3 months 26 days | |||||
2014 Stock Option Plan [Member] | ||||||
Number of common shares reserved for future issuance | 1,811,401 | |||||
Options expiration period | The 2014 Stock Option Plan will terminate in September 2024. | |||||
Warrant [Member] | ||||||
Number of warrant exercised | 2,000,000 | |||||
Warrant exercise price | $ 0.125 | |||||
Common Stock [Member] | ||||||
Shares issued for services, shares | 1,399,937 | |||||
Shares issued for services | $ 55,945 | |||||
Shares issued related to settlement, shares | 1,666,667 | |||||
Shares issued related to settlement | $ 51,667 |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Quantity, Outstanding, Beginning balance | 250,000 |
Quantity, Granted | |
Quantity, Exercised | |
Quantity, Cancelled/Forfeited | |
Quantity, Outstanding, Ending balance | 250,000 |
Quantity, Exercisable, Ending balance | 250,000 |
Weighted-Average Exercise Price Per Share, Outstanding, Beginning balance | $ / shares | $ 1 |
Weighted-Average Exercise Price Per Share, Outstanding, Ending balance | $ / shares | 1 |
Weighted-Average Exercise Price Per Share, Exercisable, Ending balance | $ / shares | $ 1 |
Weighted-Average Remaining Contractual Life Outstanding, Beginning balance | 4 years 6 months 25 days |
Weighted-Average Remaining Contractual Life, Outstanding, Ending balance | 4 years 3 months 26 days |
Weighted-Average Remaining Contractual Life, Exercisable, Ending balance | 4 years 3 months 26 days |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Apr. 15, 2021 | Feb. 26, 2021 | |
Number of warrants issued to purchase common shares | 20,000,000 | ||
Warrant exercise price | $ 0.075 | ||
Convertible Notes [Member] | |||
Number of warrants issued to purchase common shares | 2,250,000 | ||
Warrant exercise price | $ 0.20 | ||
Warrant [Member] | |||
Warrant exercise price | $ 0.125 | ||
Share Exchange Agreement [Member] | Common Stock [Member] | |||
Warrant outstanding | 16,000,000 | ||
Number of warrants issued to purchase common shares | 16,000,000 | ||
Warrant exercise price | $ 0.125 | ||
Share Exchange Agreement [Member] | Common Stock One [Member] | |||
Warrant outstanding | 15,000,000 | ||
Number of warrants issued to purchase common shares | 15,000,000 | ||
Warrant exercise price | $ 0.15 | ||
Share Exchange Agreement [Member] | Common Stock Two [Member] | |||
Warrant outstanding | 8,000,000 | ||
Number of warrants issued to purchase common shares | 8,000,000 | ||
Warrant exercise price | $ 0.25 | ||
Warrant term | 2 years | ||
Securities Purchase Agreement [Member] | Imaging3, Inc. [Member] | |||
Warrant description | The Warrants are "cash only" and are callable if IGNG stock trades on the OTCQB at 200% or more of a given exercise price for 5 consecutive days. | ||
Securities Purchase Agreement [Member] | Warrant [Member] | Imaging3, Inc. [Member] | Investor [Member] | |||
Number of warrants issued to purchase common shares | 16,000,000 | ||
Warrant exercise price | $ 0.125 | ||
Securities Purchase Agreement [Member] | Warrant One [Member] | Imaging3, Inc. [Member] | Investor [Member] | |||
Number of warrants issued to purchase common shares | 15,000,000 | ||
Warrant exercise price | $ 0.15 | ||
Securities Purchase Agreement [Member] | Warrant Two [Member] | Imaging3, Inc. [Member] | Investor [Member] | |||
Number of warrants issued to purchase common shares | 8,000,000 | ||
Warrant exercise price | $ 0.25 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 15, 2021 | |
Exercise Price | $ 0.075 | |
Range One [Member] | ||
Number of Warrants | 2,250,000 | |
Exercise Price | $ 0.20 | |
Expiration Date | July 2023 | |
Range Two [Member] | ||
Number of Warrants | 37,500 | |
Exercise Price | $ 0.10 | |
Expiration Date | April 2022 | |
Range Three [Member] | ||
Number of Warrants | 50,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | August 2022 | |
Range Four [Member] | ||
Number of Warrants | 575,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | April 2023 | |
Range Five [Member] | ||
Number of Warrants | 125,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | May 2023 | |
Range Six [Member] | ||
Number of Warrants | 162,500 | |
Exercise Price | $ 0.10 | |
Expiration Date | August 2023 | |
Range Seven [Member] | ||
Number of Warrants | 2,800,000 | |
Exercise Price | $ 0.40 | |
Expiration Date | May 2022 | |
Range Eight [Member] | ||
Number of Warrants | 302,776 | |
Exercise Price | $ 0.10 | |
Expiration Date | January 2024 | |
Range Nine [Member] | ||
Number of Warrants | 12,000,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | March 2021 | |
Range Ten [Member] | ||
Number of Warrants | 2,160,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | June 2021 | |
Range Eleven [Member] | ||
Number of Warrants | 14,000,000 | |
Exercise Price | $ 0.125 | |
Expiration Date | May 2021 | |
Range Twelve [Member] | ||
Number of Warrants | 15,000,000 | |
Exercise Price | $ 0.15 | |
Expiration Date | May 2021 | |
Range Thirtheen [Member] | ||
Number of Warrants | 8,000,000 | |
Exercise Price | $ 0.25 | |
Expiration Date | May 2021 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Apr. 15, 2021USD ($)$ / sharesshares |
Warrant exercise price | $ 0.075 |
Subsequent Event [Member] | Auctus Fund, LLC [Member] | |
Renegotiated conversion terms of convertible note | $ | $ 4,502,750 |
Conversion price per share | $ 0.075 |
Issued of additional warrants, shares | shares | 20,000,000 |
Warrant exercise price | $ 0.075 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Beginning balance | $ 118,641 |
Creation/acquisition | |
Reclassification of equity | |
Change in Value | 59,319 |
Ending balance | $ 177,960 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Assumptions Used (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Expected Term [Member] | Minimum [Member] | |
Fair value assumptions, term | 1 year |
Expected Term [Member] | Maximum [Member] | |
Fair value assumptions, term | 3 years |
Dividend Yield [Member] | |
Fair value assumptions, percentage | 0 |
Risk-Free Rate [Member] | Minimum [Member] | |
Fair value assumptions, percentage | 0.07 |
Risk-Free Rate [Member] | Maximum [Member] | |
Fair value assumptions, percentage | 0.16 |
Volatility [Member] | |
Fair value assumptions, percentage | 167 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 15, 2019 | Jul. 27, 2018 | Apr. 30, 2021 | Aug. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Stock issued during period, value | $ 51,667 | $ 566,293 | ||||||
Related party payable | 676,225 | $ 488,433 | ||||||
Common Stock [Member] | ||||||||
Stock issued during period, value | $ 167 | $ 721 | ||||||
Stock issued during period, shares | 1,666,667 | 7,213,933 | ||||||
Settlement Agreement [Member] | Galileo [Member] | ||||||||
Contingency receivable | $ 75,572 | |||||||
Contingency percentage | 10.00% | |||||||
Payment to litigation settlement | $ 2,000 | |||||||
Settlement Agreement [Member] | Defendants [Member] | ||||||||
Related party payable | $ 200,000 | |||||||
Settlement Agreement [Member] | Defendants [Member] | Common Stock [Member] | ||||||||
Stock issued during period, value | $ 200,000 | |||||||
Stock issued during period, shares | 7,705,698 | 7,705,698 | ||||||
Settlement Agreement [Member] | Defendants [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||
Stock issued during period, shares | 2,822,654 | |||||||
Grapefruit Boulevard Investments, Inc. [Member] | ||||||||
Value awarded to plaintiffs | $ 1,400,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Apr. 19, 2021 | Apr. 15, 2021 | May 31, 2021 |
Warrant description | In addition, the Company issued an additional 20,000,000 warrants with an exercise price of $0.075 per share. | ||
Auctus Fund, LLC [Member] | |||
Renegotiated conversion terms of convertible note | $ 4,502,750 | ||
Debt conversion price | $ 0.075 | ||
Number of warrants exercised | 20,000,000 | ||
Alpha Capital Anstalt and Brio Capital Master Fund, LTD [Member] | |||
Stock issued during period, shares | 2,822,654 | ||
Greenberg Glusker Fields Claman & Machtinger LLP [Member] | |||
Stock issued during period, shares | 3,920,865 |