Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-50099 | |
Entity Registrant Name | GRAPEFRUIT USA, INC. | |
Entity Central Index Key | 0001205181 | |
Entity Tax Identification Number | 95-4451059 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1000 Northwest Street | |
Entity Address, Address Line Two | Mid-Town Brandy Wine | |
Entity Address, Address Line Three | Suite 1200-3094 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19801 | |
City Area Code | 310 | |
Local Phone Number | 575-1175 | |
Title of 12(b) Security | No par value common stock | |
Trading Symbol | GPFT | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 554,162,744 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 37,317 | $ 299,895 |
Accounts receivable | 285,622 | 39,408 |
Inventory | 410,681 | 502,115 |
Licensee agreement | 44,000 | 63,800 |
Other | 70,319 | 43,644 |
Total current assets | 847,939 | 948,862 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 1,783,651 | 1,790,930 |
Operating right of use - assets | 62,942 | 131,786 |
Investment in hemp | 84,950 | 169,950 |
Goodwill | 250,000 | |
Other | 7,459 | 7,459 |
TOTAL ASSETS | 3,036,941 | 3,048,987 |
CURRENT LIABILITIES | ||
Notes payable | 256,634 | 256,436 |
Accrued loan interest | 920,619 | 758,107 |
Related party payable | 420,872 | 488,433 |
Legal settlements - current portion | 75,572 | 180,740 |
Subscription payable | 251,141 | 791,992 |
Derivative liability | 27,431 | 118,641 |
Capital lease - current portion | 43,497 | 67,071 |
Operating right of use - liability - current portion | 65,486 | 82,038 |
Convertible notes - current portion | 1,907,021 | 829,072 |
Accounts payable and accrued expenses | 817,836 | 807,051 |
Total current liabilities | 4,786,109 | 4,379,581 |
Legal settlements - long-term | 29,226 | |
Capital lease | 13,347 | 38,835 |
Operating right of use - liability | 52,724 | |
Long-term notes payable, net | 907,762 | 904,633 |
Long-term convertible notes, net of discount | 1,547,066 | 2,323,735 |
Total long-term liabilities | 2,468,175 | 3,349,153 |
TOTAL LIABILITIES | 7,254,284 | 7,728,734 |
STOCKHOLDERS’ DEFICIT | ||
Common stock ($0.0001 par value, 1,000,000,000 shares authorized; 554,162,744 and 505,700,437 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively) | 55,416 | 50,570 |
Preferred stock ($0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020) | ||
Additional paid in capital | 10,801,207 | 6,591,177 |
Accumulated deficit | (15,066,663) | (11,321,494) |
Total stockholders’ deficit | (4,210,040) | (4,679,747) |
Noncontrolling interest | (7,303) | |
Total deficit | (4,217,343) | (4,679,747) |
TOTAL LIABILITIES AND STOCKHOLERS' DEFICIT | $ 3,036,941 | $ 3,048,987 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 554,162,744 | 505,700,437 |
Common stock, shares outstanding | 554,162,744 | 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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 153,476 | $ 1,306,201 | $ 586,780 | $ 2,580,412 |
Cost of goods sold | 346,073 | 1,123,717 | 926,671 | 2,385,804 |
Gross profit (loss) | (192,597) | 182,484 | (339,891) | 194,608 |
Operating expenses: | ||||
Sales | 3,800 | 67,479 | 5,760 | 106,594 |
Stock based compensation | 25,980 | 265,024 | ||
Stock option expense | 32,877 | 65,754 | ||
General and administrative | 352,462 | 289,767 | 1,011,199 | 974,925 |
Total operating expenses | 415,119 | 357,246 | 1,347,737 | 1,081,519 |
Loss from operations | (607,716) | (174,762) | (1,687,628) | (886,911) |
Other income (expense): | ||||
Interest expense | (388,273) | (532,410) | (1,258,650) | (1,343,224) |
Change in value of derivative instruments | 13,877 | (7,014,164) | 91,210 | (7,946,046) |
Gain (loss) on extinguishment of debt | 31,642 | (398,373) | 105,945 | |
Gain (loss) on extinguishment of debt - related parties | (491,998) | |||
Total other income (expense) | (374,396) | (7,514,932) | (2,057,811) | (9,183,325) |
Income (loss) before income taxes | (982,112) | (7,689,694) | (3,745,439) | (10,070,236) |
Tax provision | ||||
Net income (loss) | (982,112) | (7,689,694) | (3,745,439) | (10,070,236) |
Loss attributable to noncontrolling interest | (270) | (270) | ||
Net (loss) income attributable to Grapefruit USA, Inc. | $ (981,842) | $ (7,689,694) | $ (3,745,169) | $ (10,070,236) |
Net loss per share - Basic and diluted | $ 0 | $ (0.02) | $ (0.01) | $ (0.02) |
Weighted average common stock outstanding - Basic and diluted | 550,277,467 | 499,182,611 | 515,339,023 | 495,837,104 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (981,842) | $ (7,689,694) | $ (3,745,169) | $ (10,070,236) | $ (4,229,851) |
Adjustments to reconcile net loss to net cash used for operating activities: | |||||
Net loss attributable to non-controlling interest | (270) | (270) | |||
Depreciation and amortization expense | 69,598 | 126,066 | |||
Amortization of debt discount | 692,129 | ||||
Change in value of derivative | (13,877) | 7,014,164 | (91,210) | 7,946,046 | |
Stock-based compensation for services | 265,024 | 244,167 | |||
Stock option expense | 65,754 | ||||
Loss on extinguishment of debt | 398,373 | 479,531 | |||
Non-cash interest | (18,772) | ||||
Loss on extinguishment of debt - related parties | 491,998 | ||||
Changes in operation assets and liabilities: | |||||
Accounts Receivables | (261,452) | ||||
Inventory | 91,434 | (146,726) | |||
Prepaid expense and current assets | (6,875) | ||||
Investment in hemp | 85,000 | ||||
Right-of-use assets | 68,844 | ||||
Accounts payable | 70,785 | (29,189) | |||
Other | (20,000) | ||||
Accrued expenses and other current liabilities | 487,792 | 386,200 | |||
Accrued loan interest expense | 388,940 | 256,687 | |||
Right-of-use liability | (69,276) | (64,109) | |||
Net cash (used for)/provided by used for operating activities | (998,581) | (910,335) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Net cash received from acquisition | 69 | ||||
Purchase of land and equipment | (62,319) | (25,469) | |||
Net cash used for investing activities | (62,250) | (25,469) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Principal repayment of capital lease liability | (49,062) | (40,803) | |||
Repayment of legal liability | (16,393) | ||||
Proceeds from convertible notes, net | 450,000 | 707,500 | |||
Proceeds from (repayment of) loans, net | 168,343 | ||||
Repayment of loan principal | (4,772) | ||||
Proceeds from related parties | 93,080 | ||||
Contributions from non-controlling interest | 400 | ||||
Proceeds from exercise of warrants | 250,000 | ||||
Proceeds from sale of common stock | 75,000 | ||||
Net cash proceeds from financing activities | 798,253 | 835,040 | |||
NET INCREASE (DECREASE) IN CASH | (262,578) | (100,764) | |||
CASH, BEGINNING BALANCE | 299,895 | 266,607 | 266,607 | ||
CASH, ENDING BALANCE | $ 37,317 | $ 165,843 | 37,317 | 165,843 | $ 299,895 |
SUPLEMENTAL DISCLOSURE ON CASH FINANCING ACTIVITY | |||||
Cash paid for interest expense | 87,883 | 110,340 | |||
SUPLEMENTAL DISCLOSURE ON NON-CASH FINANCING ACTIVITY | |||||
Shares issued for legal settlement | 1,090,462 | ||||
Shares issued for conversion of notes payable | 996,620 | 640,597 | |||
Shares issued for debt settlement with related parties | 699,236 | ||||
Shares issued for compensation | 388,572 | ||||
Shares issued for settlement of debt | 79,754 | ||||
Shares issued for acquisition | 250,000 | ||||
Reclassification of derivative liabilities to APIC | $ 395,067 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Stock holders Defict [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 48,632 | $ 2,781,839 | $ (7,264,498) | $ (4,434,027) | $ (4,434,027) | |
Beginning balance, shares at Dec. 31, 2019 | 486,320,329 | |||||
Shares issued for services | $ 90 | 318,240 | 318,330 | 318,330 | ||
Shares issued for services, shares | 900,000 | |||||
Shares issued for settlement | $ 721 | 565,572 | 566,293 | 566,293 | ||
Shares issued for settlement, shares | 7,213,933 | |||||
Shares issued with debt | $ 92 | 44,782 | 44,874 | 44,874 | ||
Shares issued with debt, shares | 915,795 | |||||
Shares issued for note conversion | $ 910 | 79,844 | 80,754 | 80,754 | ||
Shares issued for note conversion, shares | 9,100,380 | |||||
Reclassification from derivative liability | 395,067 | 395,067 | 395,067 | |||
Net loss | (10,070,236) | (10,070,236) | (10,070,236) | |||
Ending balance, value at Sep. 30, 2020 | $ 50,445 | 4,185,344 | (17,334,734) | (13,098,945) | (13,098,945) | |
Ending balance, shares at Sep. 30, 2020 | 504,450,437 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 50,570 | 6,591,177 | (11,321,494) | (4,679,747) | (4,679,747) | |
Beginning balance, shares at Dec. 31, 2020 | 505,700,437 | |||||
Shares issued for services | $ 745 | 302,799 | 303,544 | 303,544 | ||
Shares issued for services, shares | 7,449,937 | |||||
Shares issued for settlement | $ 840 | 1,089,620 | 1,090,460 | 1,090,460 | ||
Shares issued for settlement, shares | 8,404,186 | |||||
Shares issued upon warrant exercise | $ 200 | 249,800 | 250,000 | 250,000 | ||
Shares issued upon warrant exercise, shares | 2,000,000 | |||||
Shares issued for note conversion | $ 1,335 | 995,285 | 996,620 | 996,620 | ||
Shares issued for note conversion, shares | 13,352,264 | |||||
Shares issued for related party debt | $ 1,171 | $ 1,190,063 | $ 1,191,234 | $ 1,191,234 | ||
Shares issued for related party debt, shares | 11,710,465 | |||||
Stock options granted pursuant to board of director agreement | 65,754 | 65,754 | 65,754 | |||
Shares issued for purchase of stock | $ 100 | $ 74,900 | $ 75,000 | $ 75,000 | ||
Shares issued for purchase of stock, shares | 1,000,000 | |||||
Shares issued for acquisition | $ 455 | 249,545 | 250,000 | 250,000 | ||
Shares issued for acquisition, shares | 4,545,455 | |||||
Equity investment | (7,736) | (7,736) | (7,033) | (14,769) | ||
Net loss | (3,745,169) | (3,745,169) | (270) | (3,745,439) | ||
Ending balance, value at Sep. 30, 2021 | $ 55,416 | $ 10,801,207 | $ (15,066,663) | $ (4,210,040) | $ (7,303) | $ (4,217,343) |
Ending balance, shares at Sep. 30, 2021 | 554,162,744 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 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 19 85,218,249 362,979,114 72.26 259,967,136 The Company has applied for and received our provisional distribution renewal licensure which allows us to operate through June 14, 2022. 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 We became members of the Indian Canyon and 18th Property Association on September 19, 2017 and have an ownership interest of 1.46 77,156 5.3 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020, and for the nine months ended September 30, 2021 and September 30, 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. Basis of Consolidation – In August 2021, the Company entered into a Stock Purchase Agreement acquiring the majority ownership and control of Summit Boys, Inc., a very well-known and established cannabis extraction brand with product lines in retail stores throughout the State of California. The Company plans on continuing the business without interruption and plans on licensing the Summit Boys brand in the State of Oklahoma under that State’s newly enacted legalized statutory scheme for cannabis products. This non-significant and non-operating subsidiary has been consolidated with Grapefruit’s financial statements. As consideration, the Company issued 4,545,455 51 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 SUMMARY OF INVENTORY September 30, 2021 December 31, 2020 Raw material $ 56,299 $ 16,892 Work in process - 23,566 Finished goods 354,382 461,657 Total inventory $ 410,681 $ 502,115 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 four seven years 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 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (3,745,169 ) (4,229,851 ) Denominator: Weighted-average number of common shares outstanding during the period 515,339,023 498,230,051 Dilutive effect of stock options, warrants, and convertible promissory notes - - Common stock and common stock equivalents used for diluted earnings per share $ (0.01 ) $ (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 nine months ended September 30, 2021 and year ended December 31, 2020. SUMMARY OF DERIVATIVE LIABILITIES Level 1 Level 2 Level 3 Total Derivative Liabilities September 30, 2021 $ - $ - $ 27,431 $ 27,431 Derivative Liabilities December 31, 2020 $ - $ - $ 118,641 $ 118,641 Items measured at fair value on a non-recurring basis The Company’s prepaids and other current assets, long lived assets, including property and equipment, and goodwill are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. 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 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 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 – The accounts receivable balance was $ 285,622 as of September 30, 2021 and $ 39,480 as of December 31, 2020. As the September 30, 2021, 61 % of accounts receivable was split between two customers. In 2020, 99 % of accounts receivable consisted of one customer. During the nine months ended September 30, 2021, we continue to diversify our customer base, and no more than 17% of the revenues with any one customer. For the nine months ended September 30, 2020, 60 % of the net revenues generated with two customers. 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) 1. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements. 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2021, we incurred a net loss of $ 3,745,169 3,938,170 15,066,663 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 6,200,000 Pursuant to the SPA, Auctus became obligated to purchase the $ 4,000,000 600,000 1,422,750 1,030,000 1 4,052,750 In the first quarter of 2021, Auctus exercised 2,000,000 0.125 250,000 450,000 1,000,000 0.075 |
RIGHT OF USE ASSET AND LIABILIT
RIGHT OF USE ASSET AND LIABILITY | 9 Months Ended |
Sep. 30, 2021 | |
Right Of Use Asset And Liability | |
RIGHT OF USE ASSET AND LIABILITY | NOTE 4 – RIGHT OF USE ASSET AND LIABILITY We lease capital equipment in a suitable, compliant cannabis facility located in the city of Desert Hot Springs. In addition, we entered into this operating land lease agreement with Coachillin’ Holdings LLC on September 1, 2018 to rent approximately 2,268 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 1,134 The Company entered into a 36 6,963 2 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 The Company has right-of-use assets of $ 62,942 65,486 73,662 The following table provides the maturities of lease liabilities at September 30, 2021: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity of Lease Liabilities 2021 22,378 2022 44,756 2023 - 2024 - 2025 2026 and thereafter - Total future undiscounted lease payments 67,134 Less: Interest (1,648 ) Present value of lease liabilities $ 65,486 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY At September 30, 2021 and December 31, 2020, our inventory was, as follows: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Raw material $ 56,299 $ 16,892 Work in process - 23,566 Finished goods 354,382 461,657 Total inventory $ 410,681 $ 502,115 At September 30, 2021 and December 31, 2020, finished goods included $ 8,404 34,331 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020 was as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET September 30, 2021 December 31, 2020 Vehicle $ 41,142 $ 41,142 Furniture and equipment 7,494 - Extraction equipment 296,747 287,029 Extraction laboratory 126,707 126,707 Warehouse facility 50,158 50,158 Land and land improvement/development 1,501,300 1,456,193 Accumulated depreciation and amortization (239,897 ) (170,299 ) Property, plant and equipment $ 1,783,651 $ 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 nine months ended September , 2021 and 2020 is $ 69,598 60,469 |
CAPITAL LEASE PAYABLE
CAPITAL LEASE PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Capital Lease Payable | |
CAPITAL LEASE PAYABLE | NOTE 7 – CAPITAL LEASE PAYABLE Capital lease payable consists of 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 $ 148,511 161,570 48 4,575 15 February 2022 In addition, the Company entered into additional 48 1,935 A summary of minimum lease payments on capital lease payable for future years is as follows: SUMMARY OF MINIMUM LEASE PAYMENTS ON CAPITAL LEASE September 30, 2021 Remainder 2021 $ 19,530 2022 32,337 2023 7,739 2024 - 2025 - Thereafter - Total minimum lease payments 59,606 Less: amount representing interest (2,763 ) Capital lease liability $ 56,843 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE In October 2017, in connection with our purchase of two 700,000 200,000 13.0 August 2022 700,000 7,500 200,000 2,200 30,600 In April 2018, the Company issued a note due 60 250,000 125,000 the note has not been repaid and was amended to carry an additional 10 190,625 In September 2019, the Company issued another note of $ 102,569 5 October 20, 2020 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE In August 2020, 9,100,380 80,754 5,225 Amortization of note discounts, which is included in interest expense, amounted to $ 509,817 423,738 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 6,200,000 Pursuant to the SPA, Auctus became obligated to purchase the $ 4,000,000 600,000 1,422,750 1,030,000 1 4,052,750 two 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 of $ 0.075 40,372,883 39,640,477 753,699 On February 26, 2021, the company issued a $ 450,000 12 1 Principal payments shall be made in six (6) installments each in the amount of $ 75,000 0.075 In addition, the Company has eleven other convertible notes comprising $ 296,000 5 10 During the nine months ended September 30, 2021, a total of $ 996,620 832,750 163,120 750 13,352,264 |
NOTES PAYABLE, RELATED PARTY NO
NOTES PAYABLE, RELATED PARTY NOTES PAYABLES, AND OPERATING LEASE – RELATED PARTY | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020 are due on demand and consisted of the following: SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS September 30, 2021 December 31, 2020 Payable to an officer and director $ 335,780 $ 82,056 Payable to an individual affiliate of an officer and director - 40,000 Payable to a company affiliate to an officer and director 85,092 366,377 $ 420,872 $ 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 $ 1,055 880 On May 17, 2021, related parties converted $ 699,236 11,710,465 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 11 – EQUITY Preferred Stock The Company has authorized 1,000,000 0.0001 no Common Stock The Company is authorized to issue 1,000,000,000 0.0001 During the nine months ended September 30, 2021 the Company issued a total of 7,449,937 303,545 20,114,651 2,281,695 13,352,264 996,620 1,000,000 0.075 2,000,000 0.125 4,545,455 250,000 As of September 30, 2021, there were approximately 613 record holders of our common stock, not including shares held in “street name” in brokerage accounts the number of which is unknown. As of September 30, 2021, there were 554,162,744 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 The 2014 Stock Option Plan will terminate in September 2024 Stock Options As of September 30, 2021, employees of the Company hold options to purchase 250,000 1.00 750,000 0.025 250,000 SCHEDULE OF STOCK OPTIONS ACTIVITY Transactions in FY 2021 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, December 31, 2020 250,000 $ 1.00 3.82 Granted 750,000 0.025 5.51 Exercised - Cancelled/Forfeited - Outstanding, September 30, 2021 1,000,000 $ 0.25 5.08 Exercisable, September 30, 2021 250,000 $ 1.00 3.82 The weighted average remaining contractual life of options outstanding issued under the agreements was 5.08 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 12 — WARRANTS Following is a summary of warrants outstanding at September 30, 2021: SUMMARY OF WARRANTS OUTSTANDING Number of Warrants Exercise Price Expiration Date 37,500 0.10 Apr-22 2,800,000 0.40 May-22 500,000 0.10 Aug-22 575,000 0.10 Apr-23 125,000 0.10 May-23 162,500 0.10 Aug-23 302,776 0.10 Jan-24 14,000,000 0.125 May-24 15,000,000 0.15 May-24 8,000,000 0.25 May-24 20,000,000 0.075 Apr-26 2,250,000 0.20 Feb-26 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 16,000,000 0.125 15,000,000 15,000,000 0.15 8,000,000 8,000,000 0.25 In addition to the Notes in connection with the SPA agreement, GPFT issued to the Investor a warrant to purchase 16,000,000 0.125 15,000,000 0.15 8,000,000 0.25 The Warrants are “cash only” and are callable if GPFT stock trades on the OTCQB at 200% or more of the given exercise price for 5 consecutive days. On February 26, 2021, 2,250,000 0.125 20,000,000 0.075 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 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 0.075 20,000,000 0.075 The following table summarizes activity in the Company’s derivative liability during the nine-month period ended September 30, 2021: SUMMARY OF DERIVATIVE LIABILITY 12-31-20 Balance $ 118,641 12-31-20 Balance $ 118,641 Creation/acquisition - Reclassification of equity - Change in Value (91,210 ) 6-30-21 Balance $ 27,431 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 Binomial Tree 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: SCHEDULE OF ASSUMPTIONS USED Term 1 3 Dividend Yield 0 % Risk-free rate 0.07 0.16 % Volatility 167 % |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 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 beginning of next year. Due to the increased harvests, the salability of the product decreased, necessitating the markdown during this quarter. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 $ 1.4 200,000 7,705,698 200,000 7,705,698 2,822,654 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 10 7,300 Administrative Claim of Greenberg Glusker Fields Claman & Machtinger LLP The Company came to a settlement agreement with Greenberg Glusker Fields Claman & Machtinger LLP (“Greenberg”). Three $ 68,000 68,000 7,628,567 7,213,933 3,920,865 600,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10Q and determined that there have been no events that have occurred that would require adjustments to our disclosures in the financial statements. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation – In August 2021, the Company entered into a Stock Purchase Agreement acquiring the majority ownership and control of Summit Boys, Inc., a very well-known and established cannabis extraction brand with product lines in retail stores throughout the State of California. The Company plans on continuing the business without interruption and plans on licensing the Summit Boys brand in the State of Oklahoma under that State’s newly enacted legalized statutory scheme for cannabis products. This non-significant and non-operating subsidiary has been consolidated with Grapefruit’s financial statements. As consideration, the Company issued 4,545,455 51 |
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 SUMMARY OF INVENTORY September 30, 2021 December 31, 2020 Raw material $ 56,299 $ 16,892 Work in process - 23,566 Finished goods 354,382 461,657 Total inventory $ 410,681 $ 502,115 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 four seven years |
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 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (3,745,169 ) (4,229,851 ) Denominator: Weighted-average number of common shares outstanding during the period 515,339,023 498,230,051 Dilutive effect of stock options, warrants, and convertible promissory notes - - Common stock and common stock equivalents used for diluted earnings per share $ (0.01 ) $ (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 nine months ended September 30, 2021 and year ended December 31, 2020. SUMMARY OF DERIVATIVE LIABILITIES Level 1 Level 2 Level 3 Total Derivative Liabilities September 30, 2021 $ - $ - $ 27,431 $ 27,431 Derivative Liabilities December 31, 2020 $ - $ - $ 118,641 $ 118,641 Items measured at fair value on a non-recurring basis The Company’s prepaids and other current assets, long lived assets, including property and equipment, and goodwill are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. |
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 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 |
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 – The accounts receivable balance was $ 285,622 as of September 30, 2021 and $ 39,480 as of December 31, 2020. As the September 30, 2021, 61 % of accounts receivable was split between two customers. In 2020, 99 % of accounts receivable consisted of one customer. During the nine months ended September 30, 2021, we continue to diversify our customer base, and no more than 17% of the revenues with any one customer. For the nine months ended September 30, 2020, 60 % of the net revenues generated with two customers. |
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) 1. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements. 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF INVENTORY | SUMMARY OF INVENTORY September 30, 2021 December 31, 2020 Raw material $ 56,299 $ 16,892 Work in process - 23,566 Finished goods 354,382 461,657 Total inventory $ 410,681 $ 502,115 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (3,745,169 ) (4,229,851 ) Denominator: Weighted-average number of common shares outstanding during the period 515,339,023 498,230,051 Dilutive effect of stock options, warrants, and convertible promissory notes - - Common stock and common stock equivalents used for diluted earnings per share $ (0.01 ) $ (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 nine months ended September 30, 2021 and year ended December 31, 2020. SUMMARY OF DERIVATIVE LIABILITIES Level 1 Level 2 Level 3 Total Derivative Liabilities September 30, 2021 $ - $ - $ 27,431 $ 27,431 Derivative Liabilities December 31, 2020 $ - $ - $ 118,641 $ 118,641 |
RIGHT OF USE ASSET AND LIABIL_2
RIGHT OF USE ASSET AND LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Right Of Use Asset And Liability | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | The following table provides the maturities of lease liabilities at September 30, 2021: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity of Lease Liabilities 2021 22,378 2022 44,756 2023 - 2024 - 2025 2026 and thereafter - Total future undiscounted lease payments 67,134 Less: Interest (1,648 ) Present value of lease liabilities $ 65,486 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | At September 30, 2021 and December 31, 2020, our inventory was, as follows: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Raw material $ 56,299 $ 16,892 Work in process - 23,566 Finished goods 354,382 461,657 Total inventory $ 410,681 $ 502,115 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET | Property, plant and equipment, net of accumulated depreciation and amortization, at September 30, 2021 and December 31, 2020 was as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET September 30, 2021 December 31, 2020 Vehicle $ 41,142 $ 41,142 Furniture and equipment 7,494 - Extraction equipment 296,747 287,029 Extraction laboratory 126,707 126,707 Warehouse facility 50,158 50,158 Land and land improvement/development 1,501,300 1,456,193 Accumulated depreciation and amortization (239,897 ) (170,299 ) Property, plant and equipment $ 1,783,651 $ 1,790,930 |
CAPITAL LEASE PAYABLE (Tables)
CAPITAL LEASE PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Capital Lease Payable | |
SUMMARY OF MINIMUM LEASE PAYMENTS ON CAPITAL LEASE | A summary of minimum lease payments on capital lease payable for future years is as follows: SUMMARY OF MINIMUM LEASE PAYMENTS ON CAPITAL LEASE September 30, 2021 Remainder 2021 $ 19,530 2022 32,337 2023 7,739 2024 - 2025 - Thereafter - Total minimum lease payments 59,606 Less: amount representing interest (2,763 ) Capital lease liability $ 56,843 |
NOTES PAYABLE, RELATED PARTY _2
NOTES PAYABLE, RELATED PARTY NOTES PAYABLES, AND OPERATING LEASE – RELATED PARTY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS | Notes payable to officers and directors as of September 30, 2021 and December 31, 2020 are due on demand and consisted of the following: SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS September 30, 2021 December 31, 2020 Payable to an officer and director $ 335,780 $ 82,056 Payable to an individual affiliate of an officer and director - 40,000 Payable to a company affiliate to an officer and director 85,092 366,377 $ 420,872 $ 488,433 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | SCHEDULE OF STOCK OPTIONS ACTIVITY Transactions in FY 2021 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, December 31, 2020 250,000 $ 1.00 3.82 Granted 750,000 0.025 5.51 Exercised - Cancelled/Forfeited - Outstanding, September 30, 2021 1,000,000 $ 0.25 5.08 Exercisable, September 30, 2021 250,000 $ 1.00 3.82 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
SUMMARY OF WARRANTS OUTSTANDING | Following is a summary of warrants outstanding at September 30, 2021: SUMMARY OF WARRANTS OUTSTANDING Number of Warrants Exercise Price Expiration Date 37,500 0.10 Apr-22 2,800,000 0.40 May-22 500,000 0.10 Aug-22 575,000 0.10 Apr-23 125,000 0.10 May-23 162,500 0.10 Aug-23 302,776 0.10 Jan-24 14,000,000 0.125 May-24 15,000,000 0.15 May-24 8,000,000 0.25 May-24 20,000,000 0.075 Apr-26 2,250,000 0.20 Feb-26 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 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 nine-month period ended September 30, 2021: SUMMARY OF DERIVATIVE LIABILITY 12-31-20 Balance $ 118,641 12-31-20 Balance $ 118,641 Creation/acquisition - Reclassification of equity - Change in Value (91,210 ) 6-30-21 Balance $ 27,431 |
SCHEDULE OF ASSUMPTIONS USED | SCHEDULE OF ASSUMPTIONS USED Term 1 3 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 | Sep. 30, 2021shares | Dec. 31, 2020shares | Sep. 19, 2017ft² |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of common stock shares outstanding | 554,162,744 | 505,700,437 | ||
Area of land | ft² | 22,000 | |||
18th Property Association [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
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] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of common stock shares outstanding | 85,218,249 | |||
Grapefruit Boulevard Investments Inc [Member] | Share Exchange Agreement [Member] | New Shareholders [Member] | Post Acquisition [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Acquisition ownership percentage | 81.00% | |||
Grapefruit Boulevard Investments Inc [Member] | Share Exchange Agreement [Member] | Current Shareholders [Member] | Post Acquisition [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Acquisition ownership percentage | 19.00% | |||
Grapefruit Boulevard Investments Inc [Member] | Share Exchange Agreement [Member] | Grape Fruits Shareholders [Member] | Post Acquisition [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of shares issued | 362,979,114 | |||
Grapefruit Boulevard Investments Inc [Member] | Share Exchange Agreement [Member] | Bradley Yourist and Daniel J Yourist [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of shares issued | 259,967,136 | |||
Ownership percentage | 72.26% |
SUMMARY OF INVENTORY (Details)
SUMMARY OF INVENTORY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw material | $ 56,299 | $ 16,892 |
Work in process | 23,566 | |
Finished goods | 354,382 | 461,657 |
Total inventory | $ 410,681 | $ 502,115 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Net income attributable to common shareholders | $ (981,842) | $ (7,689,694) | $ (3,745,169) | $ (10,070,236) | $ (4,229,851) |
Weighted-average number of common shares outstanding during the period | 550,277,467 | 499,182,611 | 515,339,023 | 495,837,104 | 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 | $ (0.02) | $ (0.01) | $ (0.02) | $ 0 |
SUMMARY OF DERIVATIVE LIABILITI
SUMMARY OF DERIVATIVE LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | $ 27,431 | $ 118,641 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | $ 27,431 | $ 118,641 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Income tax likelihood, description | more than 50 percent | |||
Federal statutory income tax rate | 21.00% | |||
Accounts Receivable, after Allowance for Credit Loss | $ 285,622 | $ 39,480 | ||
Customer two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 61.00% | |||
One Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Benchmark Description | we continue to diversify our customer base, and no more than 17% of the revenues with any one customer. | |||
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 99.00% | |||
Two Customer [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 60.00% | |||
Minimum [Member] | ||||
Product Information [Line Items] | ||||
Property plant and equipment estimated useful lives | 4 years | |||
Maximum [Member] | ||||
Product Information [Line Items] | ||||
Property plant and equipment estimated useful lives | 7 years | |||
Grapefruit Boulevard Investments Inc [Member] | Stock Purchase Agreement [Member] | Summit Boys Inc [Member] | ||||
Product Information [Line Items] | ||||
Number of shares issued | 4,545,455 | |||
Ownership percentage | 51.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 06, 2019 | May 31, 2019 | Aug. 16, 2019 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 17, 2021 | Apr. 15, 2021 | Feb. 26, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Net income (loss) attributable to parent | $ 981,842 | $ 7,689,694 | $ 3,745,169 | $ 10,070,236 | $ 4,229,851 | ||||||||
Working capital deficit | 3,938,170 | 3,938,170 | |||||||||||
Accumulated deficit | 15,066,663 | 15,066,663 | 11,321,494 | ||||||||||
Proceeds from convertible notes payable | 450,000 | $ 707,500 | |||||||||||
Exercise price per share | $ 0.075 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Debt instrument face amount | $ 699,236 | $ 450,000 | |||||||||||
Auctus Fund LLC [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Number of warrants exercised | 20,000,000 | ||||||||||||
Exercise price per share | $ 0.075 | ||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Debt instrument face amount | $ 832,750 | 832,750 | |||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Number of warrants exercised | 2,000,000 | ||||||||||||
Exercise price per share | $ 0.125 | ||||||||||||
Proceeds from warrants | $ 250,000 | ||||||||||||
Number of shares sold | 1,000,000 | ||||||||||||
Sale of stock, price per share | $ 0.075 | ||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Convertible Notes Payable [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Debt instrument face amount | $ 450,000 | ||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Investor [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
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 | 4,052,750 | $ 4,052,750 | ||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Investor [Member] | First Tranche [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Proceeds from convertible notes payable | $ 600,000 | ||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Investor [Member] | Second Tranche [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Proceeds from convertible notes payable | $ 1,422,750 | ||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Investor [Member] | Third Tranche [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Proceeds from convertible notes payable | 1,030,000 | ||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Investor [Member] | Fourth Tranche [Member] | Ninety Days After Effectiveness [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Proceeds from convertible notes payable | $ 1,000,000 | ||||||||||||
Grapefruit Boulevard Investments Inc [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
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 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Right Of Use Asset And Liability | ||
2021 | $ 22,378 | |
2022 | 44,756 | |
2023 | ||
2024 | ||
2026 and thereafter | ||
Total future undiscounted lease payments | 67,134 | |
Less: Interest | (1,648) | |
Present value of lease liabilities | $ 65,486 | $ 82,038 |
RIGHT OF USE ASSET AND LIABIL_3
RIGHT OF USE ASSET AND LIABILITY (Details Narrative) | Sep. 01, 2018USD ($)ft² | Jul. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 10, 2019ft² |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of land | ft² | 22,000 | ||||
Right-of-use assets | $ 62,942 | $ 131,786 | |||
Right-of-use liability | 65,486 | ||||
Operating lease expense | $ 73,662 | ||||
Operating Land Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Monthly rent expense | $ 6,963 | ||||
Lease agreement term | 36 months | ||||
Increase in office space annually, percentage | 2.00% | ||||
Incremental borrowing rate percentage | 6.00% | ||||
Operating Land Lease Agreement [Member] | Coachillin Holdings LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
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. | ||||
Non-refundable prepaid rent | $ 3,402 | ||||
Monthly rent expense | $ 1,134 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 56,299 | $ 16,892 |
Work in process | 23,566 | |
Finished goods | 354,382 | 461,657 |
Total inventory | $ 410,681 | $ 502,115 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods in consignment | $ 8,404 | $ 34,331 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Vehicle | $ 41,142 | $ 41,142 |
Furniture and equipment | 7,494 | |
Extraction equipment | 296,747 | 287,029 |
Extraction laboratory | 126,707 | 126,707 |
Warehouse facility | 50,158 | 50,158 |
Land and land improvement/development | 1,501,300 | 1,456,193 |
Accumulated depreciation and amortization | (239,897) | (170,299) |
Property, plant and equipment | $ 1,783,651 | $ 1,790,930 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 69,598 | $ 60,469 |
SUMMARY OF MINIMUM LEASE PAYMEN
SUMMARY OF MINIMUM LEASE PAYMENTS ON CAPITAL LEASE (Details) | Sep. 30, 2021USD ($) |
Capital Lease Payable | |
Remainder 2021 | $ 19,530 |
2022 | 32,337 |
2023 | 7,739 |
2024 | |
2025 | |
Thereafter | |
Total minimum lease payments | 59,606 |
Less: amount representing interest | (2,763) |
Capital lease liability | $ 56,843 |
CAPITAL LEASE PAYABLE (Details
CAPITAL LEASE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | |||
May 31, 2019 | Apr. 30, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Finance lease, liability | $ 56,843 | |||
Capital lease, term | 48 months | 48 months | ||
Capital lease monthly payments | $ 1,935 | $ 4,575 | ||
Capital lease, interest rate percentage | 15.00% | |||
Capital lease, maturity date | February 2022 | |||
Capital Lease Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Finance lease, liability | $ 148,511 | $ 161,570 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Apr. 30, 2018USD ($) | Oct. 31, 2017USD ($) | Sep. 30, 2021USD ($) | Jul. 10, 2019ft² | |
Short-term Debt [Line Items] | |||||
Area of real property | ft² | 22,000 | ||||
Unrelated Party [Member] | |||||
Short-term Debt [Line Items] | |||||
Note payable | $ 102,569 | ||||
Note interest rate | 5.00% | ||||
Note maturity date | Oct. 20, 2020 | ||||
Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Note interest rate | 10.00% | ||||
Debt instrument term | 60 days | ||||
Debt principal amount | $ 250,000 | ||||
Interest expense debt | $ 125,000 | ||||
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] | |||||
Short-term Debt [Line Items] | |||||
Debt discount | $ 30,600 | ||||
Coachillin Industrial Cultivation and Ancillary Canna-Business Park [Member] | First Deed Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Note payable | $ 700,000 | ||||
Note interest rate | 13.00% | ||||
Loan payable | $ 700,000 | ||||
Monthly loan payments | 7,500 | ||||
Coachillin Industrial Cultivation and Ancillary Canna-Business Park [Member] | Second Deed Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Note payable | $ 200,000 | ||||
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 | Jun. 06, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 16, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 17, 2021 | Mar. 31, 2021 |
Short-term Debt [Line Items] | |||||||||||||
Shares issued related to settlement, shares | 9,100,380 | ||||||||||||
Shares issued related to settlement | $ 80,754 | ||||||||||||
Settlement loss | $ 5,225 | ||||||||||||
Amortization of debt discount | $ 692,129 | ||||||||||||
Proceeds from convertible notes payable | 450,000 | 707,500 | |||||||||||
Net loss | $ (981,842) | $ (7,689,694) | (3,745,169) | (10,070,236) | $ (4,229,851) | ||||||||
Debt conversion amount | 996,620 | ||||||||||||
Debt instrument, fees | $ 750 | $ 750 | |||||||||||
Common stock, shares, issued | 554,162,744 | 554,162,744 | 505,700,437 | 11,710,465 | |||||||||
Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face amount | $ 450,000 | $ 699,236 | |||||||||||
Auctus Fund LLC [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument conversion price | $ 0.075 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest payable | $ 163,120 | $ 163,120 | |||||||||||
Common stock, shares, issued | 13,352,264 | 13,352,264 | |||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face amount | $ 832,750 | $ 832,750 | |||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Convertible Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face amount | $ 450,000 | ||||||||||||
Debt Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument conversion price | $ 0.075 | ||||||||||||
Change in value of derivative instruments | $ 40,372,883 | ||||||||||||
Extinguishment of debt | 39,640,477 | ||||||||||||
Net loss | $ 753,699 | ||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from convertible notes payable | $ 4,000,000 | 4,052,750 | $ 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 | ||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | First Tranche [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from convertible notes payable | $ 600,000 | ||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Second Tranche [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from convertible notes payable | $ 1,422,750 | ||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Third Tranche [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from convertible notes payable | 1,030,000 | ||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Fourth Tranche [Member] | Ninety Days After Effectiveness [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from convertible notes payable | 1,000,000 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Amortization of debt discount | $ 509,817 | $ 423,738 | |||||||||||
Debt instrument term | 1 year | ||||||||||||
Debt interest rate | 12.00% | ||||||||||||
Debt instrument conversion price | $ 0.075 | ||||||||||||
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 | ||||||||||||
Eleven Other Convertible Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible notes | $ 296,000 | ||||||||||||
Eleven Other Convertible Notes [Member] | Minimum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest rate | 5.00% | ||||||||||||
Eleven Other Convertible Notes [Member] | Maximum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest rate | 10.00% |
SCHEDULE OF NOTES PAYABLE TO OF
SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | $ 420,872 | $ 488,433 |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | 420,872 | 488,433 |
Payable to an Officer and Director [Member] | Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | 335,780 | 82,056 |
Payable to an individual Affiliate of an Officer and Director [Member] | Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | 40,000 | |
Payable to a Company Affiliate to an Officer and Director [Member] | Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | $ 85,092 | $ 366,377 |
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 | Sep. 30, 2021 | May 17, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||||
Common stock, shares, issued | 554,162,744 | 11,710,465 | 505,700,437 | ||
Four Years [Member] | |||||
Short-term Debt [Line Items] | |||||
Monthly payments | $ 1,055 | ||||
Five Years [Member] | |||||
Short-term Debt [Line Items] | |||||
Monthly payments | $ 880 | ||||
Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt interest rate | 10.00% | ||||
Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, face amount | $ 699,236 | $ 450,000 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Quantity, Outstanding, Beginning balance | 250,000 |
Weighted-Average Exercise Price Per Share, Outstanding, Beginning balance | $ / shares | $ 1 |
Weighted-Average Remaining Contractual Life Outstanding, Beginning balance | 3 years 9 months 25 days |
Quantity, Granted | 750,000 |
Weighted Average Exercise Price Per Share Granted | $ / shares | $ 0.025 |
Weighted Average Remaining Contractual Life Term Granted | $ / shares | $ 5.51 |
Quantity, Exercised | |
Quantity, Cancelled/Forfeited | |
Quantity, Outstanding, Ending balance | 1,000,000 |
Weighted-Average Exercise Price Per Share, Outstanding, Ending balance | $ / shares | $ 0.25 |
Weighted-Average Remaining Contractual Life, Outstanding, Ending balance | 5 years 29 days |
Quantity, Exercisable, Ending balance | 250,000 |
Weighted-Average Exercise Price Per Share, Exercisable, Ending balance | $ / shares | $ 1 |
Weighted-Average Remaining Contractual Life, Exercisable, Ending balance | 3 years 9 months 25 days |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Oct. 01, 2021 | Mar. 28, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2014 | Apr. 15, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, par value | $ 0.025 | $ 0.0001 | $ 0.0001 | ||||||
Stock issued during period, value, issued for services | $ 303,544 | $ 318,330 | |||||||
Shares issued related to settlement, shares | 9,100,380 | ||||||||
Shares issued related to settlement | $ 80,754 | ||||||||
Fair value of shares issued for conversion of debt | $ 996,620 | $ 80,754 | |||||||
Options to purchase of shares | 750,000 | ||||||||
Shares issued, price per share | $ 0.075 | ||||||||
Warrant exercise price per share | $ 0.075 | ||||||||
Investment | $ 250,000 | ||||||||
Number of common stock shares outstanding | 554,162,744 | ||||||||
Vesting shares for the period | 250,000 | ||||||||
Weighted average contractual life | 5 years 29 days | ||||||||
Employees [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of option to purchase of common stock | 250,000 | ||||||||
Options exercise price | $ 1 | ||||||||
2014 Stock Option Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common shares reserved for future issuance | 1,811,401 | ||||||||
Options expiration period | The 2014 Stock Option Plan will terminate in September 2024 | ||||||||
Grapefruit Boulevard Investments Inc [Member] | Stock Purchase Agreement [Member] | Summit Boys Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock shares issued for acquisition | 4,545,455 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued shares for services | 7,449,937 | 900,000 | |||||||
Stock issued during period, value, issued for services | $ 745 | $ 90 | |||||||
Number of shares issued for conversion of debt | 13,352,264 | 9,100,380 | |||||||
Fair value of shares issued for conversion of debt | $ 1,335 | $ 910 | |||||||
Options to purchase of shares | 1,000,000 | ||||||||
Stock shares issued for acquisition | 4,545,455 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant exercised | 2,000,000 | ||||||||
Warrant exercise price per share | $ 0.125 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued shares for services | 7,449,937 | ||||||||
Stock issued during period, value, issued for services | $ 303,545 | ||||||||
Shares issued related to settlement, shares | 20,114,651 | ||||||||
Shares issued related to settlement | $ 2,281,695 |
SUMMARY OF WARRANTS OUTSTANDING
SUMMARY OF WARRANTS OUTSTANDING (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Apr. 15, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.075 | |
Range One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 37,500 | |
Exercise Price | $ 0.10 | |
Expiration Date | Apr-22 | |
Range Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 2,800,000 | |
Exercise Price | $ 0.40 | |
Expiration Date | May-22 | |
Range Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 500,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | Aug-22 | |
Range Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 575,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | Apr-23 | |
Range Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 125,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | May-23 | |
Range Six [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 162,500 | |
Exercise Price | $ 0.10 | |
Expiration Date | Aug-23 | |
Range Seven [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 302,776 | |
Exercise Price | $ 0.10 | |
Expiration Date | Jan-24 | |
Range Eight [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 14,000,000 | |
Exercise Price | $ 0.125 | |
Expiration Date | May-24 | |
Range Nine [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 15,000,000 | |
Exercise Price | $ 0.15 | |
Expiration Date | May-24 | |
Range Ten [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 8,000,000 | |
Exercise Price | $ 0.25 | |
Expiration Date | May-24 | |
Range Eleven [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 20,000,000 | |
Exercise Price | $ 0.075 | |
Expiration Date | Apr-26 | |
Range Twelve [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 2,250,000 | |
Exercise Price | $ 0.20 | |
Expiration Date | Feb-26 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Apr. 15, 2021 | Feb. 26, 2021 | |
Number of warrants issued to purchase common shares | 20,000,000 | ||
Exercise price per share | $ 0.075 | ||
Convertible Notes Payable [Member] | |||
Number of warrants issued to purchase common shares | 2,250,000 | ||
Exercise price per share | $ 0.125 | ||
Securities Purchase Agreement [Member] | Imaging3, Inc. [Member] | |||
Warrant description | The Warrants are “cash only” and are callable if GPFT stock trades on the OTCQB at 200% or more of the given exercise price for 5 consecutive days. | ||
Common Stock [Member] | Share Exchange Agreement [Member] | |||
Warrant outstanding | 16,000,000 | ||
Number of warrants issued to purchase common shares | 16,000,000 | ||
Exercise price per share | $ 0.125 | ||
Common Stock One [Member] | Share Exchange Agreement [Member] | |||
Warrant outstanding | 15,000,000 | ||
Number of warrants issued to purchase common shares | 15,000,000 | ||
Exercise price per share | $ 0.15 | ||
Common Stock Two [Member] | Share Exchange Agreement [Member] | |||
Warrant outstanding | 8,000,000 | ||
Number of warrants issued to purchase common shares | 8,000,000 | ||
Exercise price per share | $ 0.25 | ||
Warrant [Member] | |||
Exercise price per share | $ 0.125 | ||
Warrant [Member] | Securities Purchase Agreement [Member] | Investor [Member] | Imaging3, Inc. [Member] | |||
Number of warrants issued to purchase common shares | 16,000,000 | ||
Exercise price per share | $ 0.125 | ||
Warrant One [Member] | Securities Purchase Agreement [Member] | Investor [Member] | Imaging3, Inc. [Member] | |||
Number of warrants issued to purchase common shares | 15,000,000 | ||
Exercise price per share | $ 0.15 | ||
Warrant Two [Member] | Securities Purchase Agreement [Member] | Investor [Member] | Imaging3, Inc. [Member] | |||
Number of warrants issued to purchase common shares | 8,000,000 | ||
Exercise price per share | $ 0.25 |
SUMMARY OF DERIVATIVE LIABILITY
SUMMARY OF DERIVATIVE LIABILITY (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
12-31-20 Balance | $ 118,641 |
Creation/acquisition | |
Reclassification of equity | |
Change in Value | (91,210) |
6-30-21 Balance | $ 27,431 |
SCHEDULE OF ASSUMPTIONS USED (D
SCHEDULE OF ASSUMPTIONS USED (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Fair value assumptions, percentage | 0 |
Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Fair value assumptions, percentage | 1.67 |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Fair value assumptions, term | 1 year |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Fair value assumptions, percentage | 0.0007 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Fair value assumptions, term | 3 years |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Fair value assumptions, percentage | 0.0016 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | Apr. 15, 2021USD ($)$ / sharesshares |
Exercise price per share | $ 0.075 |
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 |
Exercise price per share | $ 0.075 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 26, 2021 | Nov. 30, 2019 | Apr. 15, 2019 | Jul. 27, 2018 | May 31, 2021 | Apr. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Stock issued during period, value | $ 1,090,460 | $ 566,293 | |||||||||||
Related party payable | 420,872 | $ 488,433 | |||||||||||
Proceeds from convertible notes payable | 450,000 | 707,500 | |||||||||||
Settlement Agreement [Member] | Galileo [Member] | |||||||||||||
Contingency receivable | $ 75,572 | ||||||||||||
Contingency percentage | 10.00% | ||||||||||||
Payment to litigation settlement | $ 7,300 | ||||||||||||
Settlement Agreement [Member] | Greenberg [Member] | |||||||||||||
Stock issued during period, shares | 7,213,933 | 7,628,567 | |||||||||||
Settlement Agreement [Member] | Greenberg [Member] | Subscription Payable [Member] | |||||||||||||
Related party payable | $ 68,000 | 68,000 | |||||||||||
Settlement Agreement [Member] | Greenberg [Member] | Auctus Financing [Member] | |||||||||||||
Proceeds from convertible notes payable | $ 68,000 | ||||||||||||
Whole Clause Agreement [Member] | Greenberg [Member] | |||||||||||||
Stock issued during period, shares | 3,920,865 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stock issued during period, value | $ 840 | $ 721 | |||||||||||
Stock issued during period, shares | 600,000 | 8,404,186 | 7,213,933 | ||||||||||
Defendants [Member] | Settlement Agreement [Member] | |||||||||||||
Related party payable | $ 200,000 | ||||||||||||
Defendants [Member] | Common Stock [Member] | Settlement Agreement [Member] | |||||||||||||
Stock issued during period, value | $ 200,000 | ||||||||||||
Stock issued during period, shares | 7,705,698 | 2,822,654 | 7,705,698 | ||||||||||
Grapefruit Boulevard Investments Inc [Member] | |||||||||||||
Value awarded to plaintiffs | $ 1,400,000 |