Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Apr. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-50099 | |
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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 15,386,597 | |
Entity Common Stock, Shares Outstanding | 559,512,622 | |
Auditor Firm ID | 454 | |
Auditor Name | L&L CPAS, PA L&L CPAS, PA | |
Auditor Location | The United States of America A |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 9,095 | $ 299,895 |
Accounts receivable | 278,422 | 39,408 |
Inventory | 389,282 | 502,115 |
Licensee agreement | 37,400 | 63,800 |
Other | 43,644 | |
Total current assets | 714,199 | 948,862 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 1,769,627 | 1,790,930 |
Operating right of use - assets | 74,886 | 131,786 |
Investment in hemp | 169,950 | |
Goodwill | 250,000 | |
Other | 7,459 | 7,459 |
TOTAL ASSETS | 2,816,171 | 3,048,987 |
CURRENT LIABILITIES | ||
Notes payable | 262,839 | 256,436 |
Accrued loan interest | 1,044,612 | 758,107 |
Related party payable | 702,581 | 488,433 |
Legal settlements - current portion | 541,697 | 180,740 |
Subscription payable | 251,727 | 791,992 |
Derivative liability | 127,392 | 118,641 |
Capital lease - current portion | 31,166 | 67,071 |
Operating right of use - liability - current portion | 65,486 | 82,038 |
Convertible notes - current portion | 3,640,959 | 829,072 |
Accounts payable and accrued expenses | 1,035,114 | 807,051 |
Total current liabilities | 7,703,573 | 4,379,581 |
Legal settlements - long-term | 29,226 | |
Capital lease | 7,669 | 38,835 |
Operating right of use - liability | 11,097 | 52,724 |
Long-term notes payable, net | 908,617 | 904,633 |
Long-term convertible notes, net of discount | 2,323,735 | |
Total long-term liabilities | 927,383 | 3,349,153 |
TOTAL LIABILITIES | 8,630,956 | 7,728,734 |
STOCKHOLDERS’ DEFICIT | ||
Common stock ($0.0001 par value, 1,000,000,000 shares authorized; 557,162,744 and 505,700,437 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) | 55,716 | 50,570 |
Preferred stock ($0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and December 31, 2020) | ||
Additional paid in capital | 10,962,797 | 6,591,177 |
Accumulated deficit | (16,826,517) | (11,321,494) |
Total stockholders’ deficit | (5,808,004) | (4,679,747) |
Noncontrolling interest | (6,781) | |
Total deficit | (5,814,785) | (4,679,747) |
TOTAL LIABILITIES AND STOCKHOLERS’ DEFICIT | $ 2,816,171 | $ 3,048,987 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 557,162,744 | 505,700,437 |
Common stock, shares outstanding | 557,162,744 | 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 588,957 | $ 3,672,353 |
Cost of goods sold | 1,119,125 | 3,391,888 |
Gross profit (loss) | (530,168) | 280,465 |
Operating expenses: | ||
Sales | 7,660 | 169,350 |
Stock based compensation | 265,024 | |
Stock option expense | 98,631 | |
General and administrative | 1,514,052 | 1,317,327 |
Total operating expenses | 1,885,367 | 1,486,677 |
Loss from operations | (2,415,535) | (1,206,212) |
Other income (expense): | ||
Interest expense | (1,684,695) | (2,097,085) |
Change in value of derivative instruments | (8,751) | (40,394,176) |
Gain (loss) on extinguishment of debt | (904,044) | 39,640,477 |
Gain (loss) on extinguishment of debt - related parties | (491,998) | |
Total other income (expense) | (3,089,488) | (2,850,784) |
Income (loss) before income taxes | (5,505,023) | (4,056,996) |
Tax provision | ||
Net income (loss) | (5,505,023) | (4,056,996) |
Loss atributable to noncontrolling interest | (353) | |
Net (loss) income attibutable to Grapefruit USA, Inc. and subsidiary | $ (5,504,670) | $ (4,056,996) |
Net loss per share - Basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common stock outstanding - Basic and diluted | 515,339,023 | 498,230,051 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,504,670) | $ (4,056,996) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Net loss attributable to non-controlling interest | (353) | |
Depreciation and amortization expense | 93,223 | 82,889 |
Non-cash interest/acquisition of right of use asset | 648,375 | 88,175 |
Change in value of derivative | 8,751 | 40,394,176 |
Stock-based compensation for services | 351,759 | 244,167 |
Stock option expense | 80,744 | |
(Gain) Loss on extinguishment of debt | 904,044 | (39,640,477) |
Amortization | 922,903 | 1,576,091 |
Loss on extinguishment of debt - related parties | 491,998 | |
Changes in operation assets and liabilities: | ||
Accounts Receivables | (239,014) | (39,408) |
Inventory | 112,833 | (238,130) |
Prepaid expense and current assets | 70,044 | |
Investment in hemp | 169,950 | |
Right-of-use assets | 56,900 | |
Accounts payable | 228,063 | (293,339) |
Other | (102,443) | |
Accrued expenses and other current liabilities | 822,391 | |
Accrued loan interest expense | 286,505 | 359,387 |
Right-of-use liability | (58,179) | |
Net cash (used for)/provided by used for operating activities | (1,203,388) | (1,625,908) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash received from acquisition | 69 | |
Purchase of land and equipment | (62,319) | (30,926) |
Net cash used for investing activities | (62,250) | (30,926) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal repayment of capital lease liability | (67,071) | (55,665) |
Repayment of legal liability | (16,746) | |
Proceeds from convertible notes, net | 450,000 | 1,727,264 |
Proceeds from (repayment of) loans, net | 105,002 | |
Repayment of loan principal | (4,772) | |
Proceeds from related parties | 214,148 | |
Reduction/acquisition of right of use liability | (86,479) | |
Contributions from non-controlling interest | (721) | |
Proceeds from exercise of warrants | 250,000 | |
Proceeds from sale of common stock | 150,000 | |
Net cash proceeds from financing activities | 974,838 | 1,690,122 |
NET INCREASE (DECREASE) IN CASH | (290,800) | 33,288 |
CASH, BEGINNING BALANCE | 299,895 | 266,607 |
CASH, ENDING BALANCE | 9,095 | 299,895 |
SUPLEMENTAL DISCLOSURE ON CASH FINANCING ACTIVITY | ||
Cash paid for interest expense | 112,137 | 185,820 |
SUPLEMENTAL DISCLOSURE ON NON-CASH FINANCING ACTIVITY | ||
Shares issued for legal settlement | 1,113,261 | |
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 | 347,792 | |
Shares issued for settlement of debt | 79,754 | |
Shares issued for acquisition | 250,000 | |
Reclassification of derivative liabilities to APIC | $ 423,340 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Stockholders Deficit [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 | $ 115 | 287,917 | 288,032 | 288,032 | ||
Shares issued for services, shares | 1,150,000 | |||||
Shares issued for license agreement | $ 100 | 15,900 | 16,000 | 16,000 | ||
Shares issued for license agreement, shares | 1,000,000 | |||||
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 | 423,340 | 423,340 | 423,340 | |||
Beneficial conversion feature related to warrants | 2,391,983 | 2,391,983 | 2,391,983 | |||
Net loss | (4,056,996) | (4,056,996) | (4,056,996) | |||
Ending balance, value at Dec. 31, 2020 | $ 50,570 | 6,591,177 | (11,321,494) | (4,679,747) | (4,679,747) | |
Ending Balance, shares at Dec. 31, 2020 | 505,700,437 | |||||
Shares issued for services | $ 885 | 351,759 | 352,644 | 352,644 | ||
Shares issued for services, shares | 8,849,937 | |||||
Shares issued for settlement | $ 900 | 1,112,360 | 1,113,260 | 1,113,260 | ||
Shares issued for settlement, shares | 9,004,186 | |||||
Shares issued for note conversion | $ 1,335 | 995,285 | 996,620 | 996,620 | ||
Shares issued for note conversion, shares | 13,352,264 | |||||
Net loss | (5,504,670) | (5,504,670) | (353) | (5,505,023) | ||
Shares issued upon warrant exercise | $ 200 | 249,800 | 250,000 | 250,000 | ||
Shares issued upon warrant exercise, shares | 2,000,000 | |||||
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 | 80,744 | 80,744 | 80,744 | |||
Shares issued for purchase of stock | $ 200 | $ 149,800 | $ 150,000 | $ 150,000 | ||
Shares issued for purchase of stock, shares | 2,000,000 | |||||
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) | (6,781) | (14,517) | ||
Ending balance, value at Dec. 31, 2021 | $ 55,716 | $ 10,962,797 | $ (16,826,164) | $ (5,807,651) | $ (7,134) | $ (5,814,785) |
Ending Balance, shares at Dec. 31, 2021 | 557,162,744 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS 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 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 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 audited financial statements as of December 31, 2021 and December 31, 2020, and for the year ended December 31, 2021 and December 31, 2020, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes filed with the SEC for the year ended December 31, 2020. Use of Estimates We make our estimate of the ultimate outcome for these items based on historical trends and other information available when our financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. The company’s most significant estimates related to useful life for depreciation, the value of long-lived assets and related impairment, and provision for income taxes of property and equipment. Inventory SCHEDULE OF INVENTORY December 31, December 31, Raw material $ 84,951 $ 16,892 Work in process - 23,566 Finished goods 304,331 461,657 Total inventory $ 389,282 $ 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 December 31, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (5,504,670 ) (4,056,996 ) 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 ) $ (0.01 ) 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, 2021, 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 year ended December 31, 2021. SUMMARY OF DERIVATIVE LIABILITIES Level 1 Level 2 Level 3 Total Derivative Liabilities 2021 $ - $ - $ 127,392 $ 127,392 Derivative Liabilities 2020 $ - $ - $ 118,641 $ 118,641 Income Taxes We follow the provisions of ASC 740, Income Taxes When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent 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 278,422 39,480 82 54% 99 63 Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815–40) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers Recently Issued Accounting Pronouncements Adopted On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) No. 2020-01, Investments – Equity Securities (Topic 321) Investments – Equity Method and Joint Ventures (Topic 323) Derivatives and Hedging (Topic 815) On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Company performs ongoing credit evaluations of its customers and historic credit losses have been within management’s expectations. The Company has a revenue receivables policy for service and warranty contracts. Equipment sales usually have a one-year warranty of parts and service. After a one-year period, the Company contacts the buyer to initiate the sale of a new warranty contract for one year. Warranty revenues are deferred and recognized on a straight-line basis over the term of the contract or as services are performed. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 3. INCOME TAXES The Company has generated losses before income tax of approximately $ 5,505,000 and $ 4,057,000 as of December 31, 2021 and 2020, respectively. The company recognized a deferred tax asset of approximately $ 351,700 and $ 257,100 for the related NOL carry forward as of December 31, 2021 and 2020, respectively. The Company operates in the cannabis industry, which incurs regulatory taxes in addition to comparable taxes of other industries. On December 22, 2017, the legislation commonly referred to as the Tax Cuts and Jobs Act was enacted, which contains significant changes to U.S. tax law and was leveraged in our tax provision process. The Company’s effective income tax differs from the statutory federal income tax as follows: SUMMARY OF EFFECTIVE RECONCILIATION OF PROVISION FOR INCOME TAXES 2021 2020 Net loss $ 5,505,000 $ 4,057,000 Expected federal tax expense (1,156,100 ) (852,000 ) Increase (decrease) in income tax resulting from: Permanent differences 1,215,000 910,000 State and local income taxes, net of Federal benefit (384,400 ) (283,300 ) Change in valuation allowance 325,500 224,400 Current year tax provision $ - $ - In 2021, the net operating loss led to a deferred tax asset of approximately $ 351,700 and a deferred tax liability of $ 26,200 related to property and equipment. On December 31, 2021 and 2020, based on the guidance in ASC 740-10-45-10A, we provided an allowance of $ 224,400 and $ 325,500 , respectively, related to these tax benefits given the uncertainty of utilizing the asset. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 4. NOTES PAYABLE In October 2017, in connection with our purchase of two acres of fully entitled cannabis real property located in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park, the Company issued a first and second trust deed note in the amounts of $ 700,000 200,000 13.0 August 2022 700,000 7,500 200,000 2,200 11,700 In April 2018, the Company issued a note due 60 250,000 125,000 10 In 2021, the Company issued another note of $ 6,000 27,156 689 July 2025 |
NOTES PAYABLE, RELATED PARTY PA
NOTES PAYABLE, RELATED PARTY PAYABLES, AND OPERATING LEASE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE, RELATED PARTY PAYABLES, AND OPERATING LEASE – RELATED PARTY | 5. NOTES PAYABLE, RELATED PARTY PAYABLES, AND OPERATING LEASE – RELATED PARTY Notes payable to officers and directors as of December 31, 2021 and related party payables to officers and directors as of December 31, 2020 are due on demand and consisted of the following: SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS Related Party Notes Payable December 31, 2021 Related Party December 31, 2020 Payable to an officer and director $ 528,404 $ 82,056 Payable to an individual affiliate of an officer and director 47,560 40,000 Payable to a company affiliate to an officer and director 126,617 366,377 $ 702,581 $ 488,433 Related party notes payable 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 |
LEGAL SETTLEMENTS
LEGAL SETTLEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL SETTLEMENTS | 6. LEGAL SETTLEMENTS As of December 31, 2021, legal settlements consist of a $ 58,826 482,871 10 6 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE Amortization of note discounts, which is included in interest expense, amounted to $ 922,902 1,425,234 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 with an effective date of December 31, 2020. As a result of the agreement, the Company recorded a noncash expense for the change in the value of derivative instruments of $ 40,372,883 39,640,477 753,699 On February 26, 2021, the company issued a convertible note for $ 450,000 10 12 0.075 In addition, the Company has eleven other convertible notes comprising $ 296,000 5 10 241,000 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 8. 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 year ended December 31, 2021, we incurred a net loss of $ 5,504,670 6,989,374 16,826,517 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 July 10, 2019, Grapefruit USA, Inc. and Imaging3, Inc. (“IGNG”) closed a Share Exchange after the completion of all conditions subsequent contemplated by the Share Exchange Agreement among the parties thereto (the “SEA”), by which IGNG was acquired in a reverse acquisition (the “Acquisition”) by the former shareholders of Grapefruit Boulevard Investments, Inc (“Grapefruit). 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) own approximately 81 19 In connection with and dependent upon the successful consummation of the above transaction, 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 In the first quarter of 2021, Auctus exercised 2,000,000 .125 450,000 12 1 75,000 0.75 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 9. STOCKHOLDERS’ 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 year ended December 31, 2021 the Company issued a total of 8,849,937 shares for services rendered valued at $ 352,644 ; 11,710,465 shares were issued related debt settlement with related parties valued at $ 1,191,234 ; 9,004,086 1,113,260 13,352,264 shares were issued related to the conversion of convertible notes valued at $ 996,620 ; 2,000,000 shares were issued for a stock purchase valued at $ 0.075 per share; 2,000,000 shares were issued for warrant exercised at $ 0.125 per share; and 4,545,455 shares were issued for the Summit Boys acquisition (Note – 14 Investments) valued at $ 250,000 . During the year ended December 31, 2020 a total of 1,150,000 288,032 915,795 44,874 9,100,380 80,754 5,225 7,213,933 566,294 1,000,000 38,700 As of December 31, 2021, there were approximately 608 record holders of our common stock, not including shares held in “street name” in brokerage accounts which is unknown. As of December 31, 2021, there were 559,512,622 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 shares of common stock granted in 2016 at an exercise price of $ 1.00 . On March 28, 2021, the Company granted a board member an option to purchase 750,000 shares of common stock at $ 0.025 . There are six month vesting periods for a block of 250,000 shares starting October 1, 2021. Options were valued at fair value using the Binomial Tree method and has been expensed over the life of the option. For the year ended December 31, 2021, the company has $ 80,744 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 3.57 Granted 750,000 0.025 5.25 Exercised - Cancelled/Forfeited - Outstanding, December 31, 2021 1,000,000 $ 0.27 4.83 Exercisable, December 31, 2021 500,000 $ 0.51 4.16 The weighted average remaining contractual life of options outstanding issued under the Plan was 4.16 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
WARRANTS | 10. WARRANTS Following is a summary of warrants outstanding at December 31, 2021: SUMMARY OF WARRANTS OUTSTANDING Number of Warrants Exercise Price Expiration Date 37,500 $ 0.10 April 2022 500,00 $ 0.10 August 2022 575,000 $ 0.10 April 2023 125,000 $ 0.10 May 2023 162,500 $ 0.10 August 2023 2,800,000 $ 0.40 May 2022 302,776 $ 0.10 January 2024 12,000,000 $ 0.10 March 2021 2,160,000 $ 0.10 June 2021 16,000,000 $ 0.125 May 2021 15,000,000 $ 0.15 May 2021 8,000,000 $ 0.25 May 2021 Grapefruit acquired warrants to issue common stock upon exercise in its acquisition of Imaging3, Inc. on July 10, 2019. As part of the SPA, 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 The Warrants are “cash only” and are callable if Grapefruit stock trades on the OTCQB at 200% or more of a given exercise price for 5 consecutive days. In the first quarter of 2021, Auctus exercised 2,000,000 .125 20,000,000 0.075 In relation to these 20,000,000 warrants, the holder may elect to receive warrant shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this warrant. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 11. DERIVATIVE LIABILITIES Grapefruit recorded derivative instruments in its acquisition of Imaging3, Inc. on July 10, 2019. 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 year ended December 31, 2021: SUMMARY OF DERIVATIVE LIABILITY 12-31-2020 Balance $ 118,641 Creation - Reclassification of equity - Settlement of debt - Change in Value 8,751 12-31-2021 Balance $ 127,392 The Company classifies the fair value of these derivative liabilities under level 3 of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a Black Scholes model. The Company’s stock price and estimates of volatility are the most sensitive inputs in validation of assets and liabilities at fair value. The liabilities were measured using the following assumptions: SCHEDULE OF ASSUMPTIONS USED Term 0.01 5.0 Dividend Yield 0 % Risk-free rate 2.33 2.49 % Volatility 65 220 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. 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 Administrative Claim of Greenberg Glusker Fields Claman & Machtinger LLP The Company came to a settlement agreement with Greenberg Glusker Fields Claman & Machtinger LLP (“Greenberg”). The full debt of $ 1,117,547 6 68,000 68,000 7,628,567 7,213,933 4,520,865 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 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
INVESTMENTS | 13. 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 this year. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION Accounting Standards Codification subtopic Segment Reporting 280-10 ("ASC 280-10") establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. At this time, Grapefruit does not have any reportable segments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS On March 8, 2022, Grapefruit USA, Inc. was contacted by an attorney about outstanding litigation with Mentor Group, Inc. against Imagaing3, Inc. Judgement against Imaging3 now falls to Grapefruit in the amount of $ 36,462 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates We make our estimate of the ultimate outcome for these items based on historical trends and other information available when our financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. The company’s most significant estimates related to useful life for depreciation, the value of long-lived assets and related impairment, and provision for income taxes of property and equipment. |
Inventory | Inventory SCHEDULE OF INVENTORY December 31, December 31, Raw material $ 84,951 $ 16,892 Work in process - 23,566 Finished goods 304,331 461,657 Total inventory $ 389,282 $ 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 December 31, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (5,504,670 ) (4,056,996 ) 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 ) $ (0.01 ) |
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, 2021, 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 year ended December 31, 2021. SUMMARY OF DERIVATIVE LIABILITIES Level 1 Level 2 Level 3 Total Derivative Liabilities 2021 $ - $ - $ 127,392 $ 127,392 Derivative Liabilities 2020 $ - $ - $ 118,641 $ 118,641 |
Income Taxes | Income Taxes We follow the provisions of ASC 740, Income Taxes When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent 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 278,422 39,480 82 54% 99 63 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815–40) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers Recently Issued Accounting Pronouncements Adopted On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) No. 2020-01, Investments – Equity Securities (Topic 321) Investments – Equity Method and Joint Ventures (Topic 323) Derivatives and Hedging (Topic 815) On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Company performs ongoing credit evaluations of its customers and historic credit losses have been within management’s expectations. The Company has a revenue receivables policy for service and warranty contracts. Equipment sales usually have a one-year warranty of parts and service. After a one-year period, the Company contacts the buyer to initiate the sale of a new warranty contract for one year. Warranty revenues are deferred and recognized on a straight-line basis over the term of the contract or as services are performed. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY December 31, December 31, Raw material $ 84,951 $ 16,892 Work in process - 23,566 Finished goods 304,331 461,657 Total inventory $ 389,282 $ 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 December 31, 2021 December 31, 2020 Numerator: Net income attributable to common shareholders $ (5,504,670 ) (4,056,996 ) 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 ) $ (0.01 ) |
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 year ended December 31, 2021. SUMMARY OF DERIVATIVE LIABILITIES Level 1 Level 2 Level 3 Total Derivative Liabilities 2021 $ - $ - $ 127,392 $ 127,392 Derivative Liabilities 2020 $ - $ - $ 118,641 $ 118,641 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF EFFECTIVE RECONCILIATION OF PROVISION FOR INCOME TAXES | The Company’s effective income tax differs from the statutory federal income tax as follows: SUMMARY OF EFFECTIVE RECONCILIATION OF PROVISION FOR INCOME TAXES 2021 2020 Net loss $ 5,505,000 $ 4,057,000 Expected federal tax expense (1,156,100 ) (852,000 ) Increase (decrease) in income tax resulting from: Permanent differences 1,215,000 910,000 State and local income taxes, net of Federal benefit (384,400 ) (283,300 ) Change in valuation allowance 325,500 224,400 Current year tax provision $ - $ - |
NOTES PAYABLE, RELATED PARTY _2
NOTES PAYABLE, RELATED PARTY PAYABLES, AND OPERATING LEASE – RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS | Notes payable to officers and directors as of December 31, 2021 and related party payables to officers and directors as of December 31, 2020 are due on demand and consisted of the following: SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS Related Party Notes Payable December 31, 2021 Related Party December 31, 2020 Payable to an officer and director $ 528,404 $ 82,056 Payable to an individual affiliate of an officer and director 47,560 40,000 Payable to a company affiliate to an officer and director 126,617 366,377 $ 702,581 $ 488,433 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 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 3.57 Granted 750,000 0.025 5.25 Exercised - Cancelled/Forfeited - Outstanding, December 31, 2021 1,000,000 $ 0.27 4.83 Exercisable, December 31, 2021 500,000 $ 0.51 4.16 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
SUMMARY OF WARRANTS OUTSTANDING | Following is a summary of warrants outstanding at December 31, 2021: SUMMARY OF WARRANTS OUTSTANDING Number of Warrants Exercise Price Expiration Date 37,500 $ 0.10 April 2022 500,00 $ 0.10 August 2022 575,000 $ 0.10 April 2023 125,000 $ 0.10 May 2023 162,500 $ 0.10 August 2023 2,800,000 $ 0.40 May 2022 302,776 $ 0.10 January 2024 12,000,000 $ 0.10 March 2021 2,160,000 $ 0.10 June 2021 16,000,000 $ 0.125 May 2021 15,000,000 $ 0.15 May 2021 8,000,000 $ 0.25 May 2021 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SUMMARY OF DERIVATIVE LIABILITY | The following table summarizes activity in the Company’s derivative liability during the year ended December 31, 2021: SUMMARY OF DERIVATIVE LIABILITY 12-31-2020 Balance $ 118,641 Creation - Reclassification of equity - Settlement of debt - Change in Value 8,751 12-31-2021 Balance $ 127,392 |
SCHEDULE OF ASSUMPTIONS USED | SCHEDULE OF ASSUMPTIONS USED Term 0.01 5.0 Dividend Yield 0 % Risk-free rate 2.33 2.49 % Volatility 65 220 % |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Jul. 10, 2019ft²shares | Aug. 31, 2021shares | Dec. 31, 2021shares | Dec. 31, 2020shares | Sep. 19, 2017ft² |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of common stock shares outstanding | 557,162,744 | 505,700,437 | |||
Area of land | ft² | 22,000 | ||||
18th Property Association [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership percentage | 1.46% | ||||
Area of land | ft² | 5,300,000 | ||||
Area of gross parcel property | ft² | 77,156 | ||||
Share Exchange Agreement [Member] | Submmit Boys Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, shares issued | 4,545,455 | ||||
Ownership percentage | 51.00% | ||||
Share Exchange Agreement [Member] | Imaging3, Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of common stock shares outstanding | 85,218,249 | ||||
Share Exchange Agreement [Member] | Imaging3, Inc [Member] | Grape Fruits Shareholders [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Acquisition ownership percentage | 81.00% | ||||
Common stock, shares issued | 362,979,114 | ||||
Share Exchange Agreement [Member] | Imaging3, Inc [Member] | IGNG Shareholders [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Acquisition ownership percentage | 19.00% | ||||
Share Exchange Agreement [Member] | Imaging3, Inc [Member] | Bradley Yourist and Daniel J Yourist [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, shares issued | 259,967,136 | ||||
Ownership percentage | 72.26% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw material | $ 84,951 | $ 16,892 |
Work in process | 23,566 | |
Finished goods | 304,331 | 461,657 |
Total inventory | $ 389,282 | $ 502,115 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net income attributable to common shareholders | $ (5,504,670) | $ (4,056,996) |
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) | $ (0.01) |
SUMMARY OF DERIVATIVE LIABILITI
SUMMARY OF DERIVATIVE LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | $ 127,392 | $ 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 | $ 127,392 | $ 118,641 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | 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 | $ 278,422 | $ 39,480 |
Four Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 82.00% | |
Four Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 54.00% | |
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 | 63.00% | |
Minimum [Member] | ||
Product Information [Line Items] | ||
Estimated useful life | 4 years | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Estimated useful life | 7 years |
SUMMARY OF EFFECTIVE RECONCILIA
SUMMARY OF EFFECTIVE RECONCILIATION OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ 5,505,000 | $ 4,057,000 |
Expected federal tax expense | (1,156,100) | (852,000) |
Permanent differences | 1,215,000 | 910,000 |
State and local income taxes, net of Federal benefit | (384,400) | (283,300) |
Change in valuation allowance | 325,500 | 224,400 |
Current year tax provision |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
[custom:IncomeLossFromContinuingOperationsBeforeIncomeTaxExtraordinaryItemsNoncontrollingInterest] | $ 5,505,000 | $ 4,057,000 |
Deferred Tax Assets, Net of Valuation Allowance | 351,700 | 257,100 |
Deferred Tax Assets, Valuation Allowance | 224,400 | $ 325,500 |
Property and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance | 351,700 | |
Deferred Tax Liabilities, Net | $ 26,200 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Oct. 31, 2017 | Dec. 31, 2021 | |
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | $ 250,000 | ||
Note interest rate | 10.00% | ||
Debt instrument term | 60 days | ||
Interest expense debt | $ 125,000 | ||
Another Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | $ 6,000 | ||
Maturity date, description | July 2025 | ||
Monthly payment of loan | $ 689 | ||
Loan balance | 27,156 | ||
Coachillin Industrial Cultivation and Ancillary Canna-Business Park [Member] | |||
Short-term Debt [Line Items] | |||
Debt discount | $ 11,700 | ||
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% | ||
Maturity date, description | August 2022 | ||
Monthly payment of loan | $ 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 interest rate | 13.00% | ||
Maturity date, description | August 2022 | ||
Monthly payment of loan | $ 2,200 |
SCHEDULE OF NOTES PAYABLE TO OF
SCHEDULE OF NOTES PAYABLE TO OFFICERS AND DIRECTORS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | $ 702,581 | $ 488,433 |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | 702,581 | 488,433 |
Payable to an Officer and Director [Member] | Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable to officers and directors | 528,404 | 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 | 47,560 | 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 | $ 126,617 | $ 366,377 |
NOTES PAYABLE, RELATED PARTY _3
NOTES PAYABLE, RELATED PARTY PAYABLES, AND OPERATING LEASE – RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | |
May 31, 2019 | Dec. 31, 2021 | |
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% |
LEGAL SETTLEMENTS (Details Narr
LEGAL SETTLEMENTS (Details Narrative) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Legal settlement, balance one | $ 58,826 |
Legal settlement, balance two | $ 482,871 |
Legal settlement interest rate percentage one | 10.00% |
Legal settlement interest rate percentage two | 6.00% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 15, 2021 | Feb. 26, 2021 | Jun. 06, 2019 | May 31, 2019 | Aug. 16, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||
Proceeds from convertible notes payable | $ 450,000 | $ 1,727,264 | ||||||
Net loss | (5,504,670) | (4,056,996) | ||||||
Debt conversion amount | $ 241,000 | |||||||
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 | $ 450,000 | |||||||
Auctus Fund LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument conversion price | $ 0.075 | |||||||
Debt Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
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 | $ 922,902 | $ 1,425,234 | ||||||
Debt instrument term | 12 months | |||||||
Debt interest rate | 10.00% | |||||||
Debt instrument conversion price | $ 0.075 | |||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument term | 1 year | |||||||
Debt interest rate | 12.00% | |||||||
Debt instrument face amount | $ 450,000 | |||||||
Debt instrument conversion price | $ 0.75 | |||||||
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% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Feb. 26, 2021 | Jun. 06, 2019 | May 31, 2019 | Aug. 16, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 15, 2021 | Jul. 10, 2019 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Net loss | $ 5,504,670 | $ 4,056,996 | |||||||
Working capital deficit | 6,989,374 | ||||||||
Accumulated deficit | 16,826,517 | 11,321,494 | |||||||
Proceeds from convertible notes payable | 450,000 | 1,727,264 | |||||||
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 interest rate | 10.00% | ||||||||
Debt term | 12 months | ||||||||
Debt conversion price | $ 0.075 | ||||||||
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 | ||||||||
Debt conversion price | $ 0.075 | ||||||||
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 | ||||||||
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 | ||||||||
Debt interest rate | 12.00% | ||||||||
Debt term | 1 year | ||||||||
Debt instrument principal payments | $ 75,000 | ||||||||
Debt conversion price | $ 0.75 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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 payable | $ 4,000,000 | ||||||||
Debt term | 2 years | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [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 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [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 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [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 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Auctus Fund LLC [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] | New Shareholders [Member] | Post Acquisition [Member] | Share Exchange Agreement [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Ownership percentage | 81.00% | ||||||||
Grapefruit Boulevard Investments Inc [Member] | Current Shareholders [Member] | Post Acquisition [Member] | Share Exchange Agreement [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Ownership percentage | 19.00% |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 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 6 months 25 days |
Quantity, Granted | 750,000 |
Weighted Average Exercise Price Per Share Granted | $ / shares | $ 0.025 |
Weighted Average Remaining Contractual Life Term Granted | 5 years 3 months |
Quantity, Exercised | |
Quantity, Cancelled/Forfeited | |
Quantity, Outstanding, Ending balance | 1,000,000 |
Weighted-Average Exercise Price Per Share, Outstanding, Ending balance | $ / shares | $ 0.27 |
Weighted-Average Remaining Contractual Life, Outstanding, Ending balance | 4 years 9 months 29 days |
Quantity, Exercisable, Ending balance | 500,000 |
Weighted-Average Exercise Price Per Share, Exercisable, Ending balance | $ / shares | $ 0.51 |
Weighted-Average Remaining Contractual Life, Exercisable, Ending balance | 4 years 1 month 28 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Oct. 01, 2021 | Mar. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2014 | Apr. 15, 2021 |
Accumulated Other Comprehensive Income (Loss) [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 | |||
Shares issued for services | $ 352,644 | $ 288,032 | ||||
[custom:SharesIssuedRelatedToSettlementSharesValue] | 1,191,234 | |||||
Shares from the conversion of notes, value | $ 996,620 | 80,754 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 750,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.075 | |||||
Number of shares of common stock, value | $ 1,113,260 | 566,293 | ||||
Number of common stock shares outstanding | 559,512,622 | |||||
[custom:StockIssuedDuringPeriodVestingOfShares] | 250,000 | |||||
Stock option expense | $ 80,744 | |||||
Weighted average contractual life | 4 years 1 month 28 days | |||||
Employees [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 250,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 1 | |||||
2014 Stock Option Plan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [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. | |||||
Summit Boys, Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 4,545,455 | |||||
Investments | $ 250,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued shares for services | 8,849,937 | 1,150,000 | ||||
Shares issued for services | $ 885 | $ 115 | ||||
[custom:SharesIssuedRelatedToSettlementShares] | 11,710,465 | |||||
Shares issued related to settlement, shares | 9,004,086 | 7,213,933 | ||||
Shares issued related to legal settlement, value | 1,113,260 | 566,294 | ||||
Shares from the conversion of notes, shares | 13,352,264 | 9,100,380 | ||||
Shares from the conversion of notes, value | $ 1,335 | $ 910 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 2,000,000 | |||||
Shares Issued, Price Per Share | $ 0.075 | |||||
Stock Issued During Period, Shares, Acquisitions | 4,545,455 | |||||
Shares issued for loans | 915,795 | |||||
Shares issued for loans, value | $ 44,874 | |||||
Accrued interest | $ 5,225 | |||||
Number of shares of common stock | 9,004,186 | 7,213,933 | ||||
Number of shares of common stock, value | $ 900 | $ 721 | ||||
Common Stock [Member] | Licensing Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares of common stock | 1,000,000 | |||||
Number of shares of common stock, value | $ 38,700 | |||||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
[custom:StockIssuedDuringPeriodSharesWarrantExercised] | 2,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.125 |
SUMMARY OF WARRANTS OUTSTANDING
SUMMARY OF WARRANTS OUTSTANDING (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 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 | April 2022 | |
Range Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 500 | |
Exercise Price | $ 0.10 | |
Expiration Date | August 2022 | |
Range Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 575,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | April 2023 | |
Range Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 125,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | May 2023 | |
Range Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 162,500 | |
Exercise Price | $ 0.10 | |
Expiration Date | August 2023 | |
Range Six [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 2,800,000 | |
Exercise Price | $ 0.40 | |
Expiration Date | May 2022 | |
Range Seven [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 302,776 | |
Exercise Price | $ 0.10 | |
Expiration Date | January 2024 | |
Range Eight [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 12,000,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | March 2021 | |
Range Nine [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 2,160,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | June 2021 | |
Range Ten [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 16,000,000 | |
Exercise Price | $ 0.125 | |
Expiration Date | May 2021 | |
Range Eleven [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 15,000,000 | |
Exercise Price | $ 0.15 | |
Expiration Date | May 2021 | |
Range Twelve [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Warrants | 8,000,000 | |
Exercise Price | $ 0.25 | |
Expiration Date | May 2021 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | Apr. 15, 2021 | Dec. 31, 2021 | Mar. 31, 2021 |
Number of warrants issued to purchase common shares | 20,000,000 | ||
Exercise price per share | $ 0.075 | ||
Warrant description | In relation to these 20,000,000 warrants, the holder may elect to receive warrant shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this warrant. | ||
Auctus Fund LLC [Member] | |||
Exercise price per share | $ 0.075 | ||
Securities Purchase Agreement [Member] | Imaging3, Inc [Member] | |||
Warrant description | The Warrants are “cash only” and are callable if Grapefruit stock trades on the OTCQB at 200% or more of a given exercise price for 5 consecutive days. | ||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | |||
Number of warrants issued to purchase common shares | 2,000,000 | ||
Exercise price per share | $ 0.125 | ||
Common Stock [Member] | Share Exchange Agreement [Member] | |||
Number of warrants | 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] | |||
Number of warrants | 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] | |||
Number of warrants | 8,000,000 | ||
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) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
12-31-2020 Balance | $ 118,641 |
Creation | |
Reclassification of equity | |
Settlement of debt | |
Change in Value | 8,751 |
12-31-2021 Balance | $ 127,392 |
SCHEDULE OF ASSUMPTIONS USED (D
SCHEDULE OF ASSUMPTIONS USED (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 0 |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input term | 3 days |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 2.33 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 65 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input term | 5 years |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 2.49 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 220 |
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 ($) | Nov. 30, 2019 | Apr. 15, 2019 | Jul. 27, 2018 | Aug. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock issued during period, value | $ 1,113,260 | $ 566,293 | |||||||
Related party payable | 702,581 | 488,433 | |||||||
Common Stock [Member] | |||||||||
Stock issued during period, value | $ 900 | $ 721 | |||||||
Stock issued during period, shares | 9,004,186 | 7,213,933 | |||||||
Settlement Agreement [Member] | Greenberg [Member] | |||||||||
Stock issued during period, shares | 4,520,865 | 7,213,933 | 7,628,567 | ||||||
Debt instrument face amount | $ 1,117,547 | ||||||||
Debt interest rate | 6.00% | ||||||||
Settlement Agreement [Member] | Greenberg [Member] | Subscription Payable [Member] | |||||||||
Related party payable | $ 68,000 | ||||||||
Settlement Agreement [Member] | Greenberg [Member] | Auctus Financing [Member] | |||||||||
Payments of convertible notes payable | $ 68,000 | ||||||||
Settlement Agreement [Member] | Galileo [Member] | |||||||||
Contingency receivable | $ 75,572 | ||||||||
Contingency percentage | 10.00% | ||||||||
Payment to litigation settlement | $ 7,300 | ||||||||
Settlement Agreement [Member] | Defendants [Member] | |||||||||
Related party payable | $ 200,000 | $ 200,000 | |||||||
Settlement Agreement [Member] | Defendants [Member] | Common Stock [Member] | |||||||||
Stock issued during period, value | $ 200,000 | ||||||||
Stock issued during period, shares | 7,705,698 | 2,822,654 | 7,705,698 | ||||||
Grapefruit Boulevard Investments Inc [Member] | |||||||||
Value awarded to plaintiffs | $ 1,400,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Mar. 08, 2022USD ($) |
Subsequent Event [Member] | Settled Litigation [Member] | |
Subsequent Event [Line Items] | |
Litigation settlement amount | $ 36,462 |