Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-222709 | ||
Entity Registrant Name | Decentral Life, Inc. | ||
Entity Central Index Key | 0001281984 | ||
Entity Tax Identification Number | 46-0495298 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 6400 S. Fiddlers Green Circle | ||
Entity Address, City or Town | Greenwood Village | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80111 | ||
City Area Code | (855) | ||
Local Phone Number | 933-3277 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,341,662 | ||
Entity Common Stock, Shares Outstanding | 7,394,792,892 | ||
Documents Incorporated by Reference [Text Block] | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980) | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 199,310 | $ 776 |
Accounts receivable – related party | 628,238 | 408,000 |
Security deposits | 18,118 | |
Total current assets | 845,666 | 408,776 |
Total Assets | 845,666 | 408,776 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 720 | 52,353 |
Total Current Liabilities | 720 | 52,353 |
Loans payable – related party | 129,673 | 327,125 |
SBA loan | 121,700 | 163,111 |
Total Liabilities | 252,093 | 542,589 |
Stockholders’ Equity (Deficit): | ||
Common Stock par value $0.001 10,000,000,000 shares authorized, 7,394,792,892 and 7,675,367,567 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 7,394,793 | 7,675,368 |
Additional paid in capital | 25,992,306 | 25,711,731 |
Accumulated deficit | (32,793,526) | (33,520,912) |
Total Stockholders’ Equity (Deficit) | 593,573 | (133,813) |
Total Liabilities and Stockholders’ Equity | $ 845,666 | $ 408,776 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 7,394,792,892 | 7,675,367,567 |
Common stock, shares outstanding | 7,394,792,892 | 7,675,367,567 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenue | $ 944,413 | $ 292,139 |
Cost of goods sold | 48,217 | 22,611 |
Gross margin | 896,196 | 269,528 |
Operating expenses | ||
Compensation expense | 52,681 | |
Sales and marketing | 12,929 | 19,711 |
General and administrative | 247,292 | 581,736 |
Total operating expenses | 260,221 | 654,128 |
Loss from operations | 635,975 | (384,600) |
Oher income (expense) | ||
Loss on the extinguishment of debt | (1,551,768) | |
PPP Loan Forgiveness | 41,411 | |
Other income (expense) | 50,000 | (155,319) |
Total other income (expense) | 91,411 | (1,707,087) |
Net income (loss) from continuing operations | 727,386 | (2,091,687) |
Net loss from discontinued operations | (27,700) | |
Net income (loss) | $ 727,386 | $ (2,119,387) |
Weighted average number of shares outstanding | ||
Basic | 7,394,792,892 | 7,078,783,892 |
Diluted | 7,394,792,892 | 7,078,783,892 |
Net income (loss) per share from continuing operations | ||
Basic | $ 0 | $ 0 |
Diluted | 0 | 0 |
Net income (loss) per share from discontinued operations | ||
Basic | 0 | 0 |
Diluted | $ 0 | $ 0 |
License and Service [Member] | ||
Revenues | ||
Total revenue | $ 944,413 | $ 292,139 |
Statements of Stockholders Equi
Statements of Stockholders Equity (Deficit) - USD ($) | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Common Class A [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 6,368,346 | $ 25,199,811 | $ (31,766,214) | $ (198,056) | |
Beginning balance, shares at Dec. 31, 2020 | 25,000,000 | 6,368,332,350 | |||
Issuance of voting shares, shares | 50,000,000 | ||||
Conversion of convertible notes to common stock | $ 709,449 | 1,326,458 | 2,035,907 | ||
Conversion of convertible notes to common stock, shares | 709,449,234 | ||||
Private placement | $ 2,000 | 98,000 | 100,000 | ||
Private placement of common shares, shares | 2,000,000 | ||||
Warrant exercises | $ 630,604 | (630,604) | |||
Warrant exercises, shares | 630,604,389 | ||||
MJLink spinoff adjustments | (314,967) | 364,689 | 49,722 | ||
Cancellation of shares issued in prior years | $ (29,737) | 29,737 | |||
Cancellation of shares issued in prior years, shares | (29,736,667) | ||||
To adjust excess cumulative shares | $ (3,296) | 3,296 | |||
To adjust excess cumulative shares, shares | (5,281,739) | ||||
To adjust common stock value | $ (1,998) | ||||
Net loss from discontinued operations | (27,700) | (27,700) | |||
Net income from continuing operations | (2,091,687) | (2,091,687) | |||
Ending balance, value at Dec. 31, 2021 | $ 7,675,368 | 25,711,731 | (33,520,912) | (133,813) | |
Ending balance, shares at Dec. 31, 2021 | 75,000,000 | 7,675,367,567 | |||
Net loss from discontinued operations | |||||
Net income from continuing operations | 727,386 | 727,386 | |||
Return of common shares by shareholder | $ (280,575) | 280,575 | |||
Return of common shares by shareholder, shares | (280,574,675) | ||||
Ending balance, value at Dec. 31, 2022 | $ 7,394,794 | $ 25,992,306 | $ (32,793,526) | $ 593,573 | |
Ending balance, shares at Dec. 31, 2022 | 75,000,000 | 7,394,792,892 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows used in operating activities | ||
Net profit (loss) from continuing operations | $ 727,386 | $ (2,091,687) |
Net (loss) from discontinued operations | (27,700) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Loss on the extinguishment of convertible promissory notes | 1,907,561 | |
PPP Loan Forgiveness | (41,411) | |
Loss on sale of discontinued assets | 77,774 | |
Changes in assets and liabilities | ||
Accounts receivable -related party | (220,238) | (40,000) |
Security deposits | (18,118) | |
Accounts payable and accrued expenses | (51,633) | (138,815) |
Net cash provided by (used in) operating activities | 395,986 | (312,867) |
Cash flows provided by financing activities | ||
Proceeds from the sale of common stock – private placement | 100,000 | |
Proceeds from related party loans | 213,450 | |
Payment for related party loans | (197,452) | |
Net cash provided by (used in) financing activities | (197,452) | 313,450 |
Net increase in cash | 198,534 | 583 |
Cash, beginning of period | 776 | 193 |
Cash, end of period | 199,310 | 776 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash information: | ||
Common stock issued in satisfaction of convertible notes payable | 128,346 | |
Cancellation of shares issued in prior years | $ 29,737 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Decentral Life is referred to in the following financial notes as the “Company.” Organization The Company is a Technology Business Incubator (TBI) that provides tech start-ups with seed technology development and executive leadership, making it easier for start-up founders to focus on raising capital, perfecting their business model, and growing their network usership. The Company’s seed technology is an artificial intelligence (AI) powered social network and Ecommerce platform that leverages blockchain technology to increase speed, security and accuracy on the niche social networks that it licenses to the companies in its TBI. On or about August 16th, 2021, the Company formed a new division, Decentral Life, to focus entirely on developing a global decentralized social network and cryptocurrency project. The decentralized social networking platform aims to replace the Company’s existing cloud-based SaaS that is licensed to the Company’s TBI Licensees. Decentral Life launched the first of many smart contracts on the Ethereum blockchain that work toward achieving the Company’s goal to build a decentralized global social networking platform. A smart contract is a computer program or a transaction protocol which is intended to automatically execute, control or document legally relevant events and actions according to the terms of a contract. Our first smart contract was launched on the Ethereum blockchain, thereby defining the Company’s WDLF utility token. On or about December 1 st Corporate Changes On August 30, 1985, the Company was incorporated as a private corporation, CJ Industries, Inc., in California. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changed its name to Sew Cal Logo, Inc., and moved our domicile to Nevada, at which time our common stock became traded under the ticker symbol “SEWC”. In June 2014, Sew Cal Logo, Inc. was placed into receivership in Nevada’s 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the “Receivership”). On January 29, 2016, the Company, as the Seller, completed a business combination/merger agreement (the “Agreement”) with the buyer, Life Marketing, Inc., a Colorado corporation (the “Buyer”), its subsidiaries and holdings, and all of the Buyer’s securities holders. The Company acted through the court-appointed receiver and White Tiger Partners, LLC, its judgment creditor. The Agreement provided that the then current owners of the private company, Life Marketing, Inc., become the majority shareholders, pursuant to which an aggregate of 119,473,334 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) Corporate Changes (continued) On September 20, 2018, the Company incorporated MjLink.com, Inc. (“MjLink”), a Delaware Corporation. On February 1, 2020, MjLink. filed its Form 1-A Offering Document for a Regulation A Tier 2 initial public offering, which the SEC qualified on September 28, 2020. On January 1, 2021, the Company ceased operating MjLink as a division; MjLink continued operations as an independent company, in return for MjLink issuing the Company 15.17 On March 4, 2020, the Company’s Board of Directors (the “Board”) increased its number of authorized shares of Common Stock from 500,000,000 2,500,000,000 pursuant to an amendment to its Articles of Incorporation with the state of Nevada, and additionally submitted to Nevada the Company’s Certificate of Designation of Preferences, Rights and Limitations of its Class B Common Stock, providing that each Class B Common Stock Share has one-hundred (100) votes on all matters presented to be voted by Common Stock Holders. The Class B Common Stock Shares only have voting power and have no equity, cash value, or any other value Effective March 4, 2020, the Board authorized the issuance of 25,000,000 two billion five hundred million (2,500,000,000) votes On May 8, 2020, the Company filed Amended and Restated Articles of Incorporation (“Amended Articles”) in Nevada to increase its authorized shares from 2,500,000,000 10,000,000,000 100,000,000 300,000,000 Additionally, the Amended Articles authorized the Company from May 8, 2020 and continuing until June 30, 2021, as determined by its Board in its sole discretion, to effect a Reverse Stock Split of not less than 1 share for every 5,000 shares and no more than 1 share for every 25,000 shares (the “Reverse Stock Split”) On December 11 th st Effective March 28, 2021, our Board unanimously approved the issuance of fifty million ( 50,000,000 5,000,000,000 On June 30, 2021, our Board unanimously approved the adoption of the Certificate for Series A Cumulative Convertible Preferred Stock (the “Certificate”), which Certificate was filed in Nevada on June 30, 2021 and became effective on July 6, 2021. The Certificate, provides that, among other things, that each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares and has liquidation rights over all other series of Preferred Stock. The Company’s Business The Company is NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) The Company’s Business (continued) As of first quarter 2023, the following industry specific companies participate and operate in our TBI program: the Hunting, Fishing, Camping, RV Travel, Motor Racing, Racket Sports, Boating, E-biking, Cycling, Golfing, Cannabis, Hemp, Space Exploration, Soccer, Transportation, Blockchain, AI, and Residential Real Estate sectors. TBI participating companies give us revenue, and a stake in their company as detailed below. This business model makes our long-term book-value greater, and our revenue growth more reliable, by diversifying our technology and human resources across multiple global business sectors. Revenue Generation We generate revenues from our TBI participating companies that license social networking and/or ecommerce technology from us and charge them 5% of the revenue that is made from our tech platform. Additionally, we receive up to 15% or their securities when they reach a liquidity event if they participate in our TBI program. We also develop and license decentralized applications (dApps) built on the Ethereum blockchain, that are sold to our clients that do not necessarily participate in our TBI program. Our dApps are licensed to clients’ annually, and differ in pricing due to the customization, installation time, training, and blockchain related fees. Revenue generated from our dApps can range from thousands to tens of thousands of USD each year, per client. Global Operations We currently operate and support the ongoing technology development of our platform, used by consumers and companies across 120 countries worldwide. Our directors, executives, and niche industry business advisors support the growth of each TBI company in our program. Management’s goal is to increase the potential of each TBI company reaching a liquidity event, in the shortest time possible. Intellectual Property Our technology platform and associated applications, features and functionality are comprised of proprietary software, code and know-how that are of key importance to our business plan. Better Practices We spend a significant amount of time each year with our TBI startup founders and their management teams, developing better business practices in our effort to increase the probability of their success and eventual liquidity events. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company is not exposed to any significant credit risk on cash. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2022 and December 31, 2021, the Company’s cash equivalents totaled $ 199,310 776 Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when considered necessary. Any allowance for uncollectible amounts is evaluated quarterly. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. Our notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of December 31, 2022 and December 31, 2021. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue recognition The Company follows paragraph 605-15-25 of the FASB Accounting Standards Codification for revenue recognition when the right of return exists. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) The seller’s price to the buyer is substantially fixed or determinable at the date of sale, (ii) The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product. If the buyer does not pay at time of sale and the buyer’s obligation to pay is contractually or implicitly excused until the buyer resells the product, then this condition is not met., (iii) The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) The buyer acquiring the product for resale has economic substance apart from that provided by the seller. This condition relates primarily to buyers that exist on paper, that is, buyers that have little or no physical facilities or employees. It prevents entities from recognizing sales revenue on transactions with parties that the sellers have established primarily for the purpose of recognizing such sales revenue, (v) The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) The amount of future returns can be reasonably estimated. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. On December 22, 2018, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-based Compensation The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. As of December 31, 2022 the Company had $ 199,310 32,793,526 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Other than as disclosed below, there has been no transaction, since January 1, 2021, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $5,000 or one percent of our total assets at December 31, 2022, and in which any of the following persons had or will have a direct or indirect material interest (a) any director or executive officer of our company; (b) any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities; (c) any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and (d) any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. NOTE 4 – RELATED PARTY TRANSACTIONS (continued) The Company has Technology Business Incubator (TBI) license agreements with MjLink.com Inc., LikeRE.com Inc., HuntPost.com Inc., NetQub, Inc., RacketStar.com Inc., FutPost.com Inc., GolfLynk.com Inc., CycleFans.com Inc., WEnRV.com Inc., RaceScene.com Inc., and SpaceZE.com Inc., which agreements provide that our TBI licensees pay the Company a license fee of 5% percentage of annual revenues generated, and 15% of their common stock, issuable immediately prior to a liquidity event such as an IPO or sale of 51% or more, of a licensee’s common stock. The 15% common stock payment is non-dilutive prior to a liquidity event described above. The Company’s Chief Executive Office, Ken Tapp, owns less than 1% of our outstanding shares and is a board member of each of the Company’s TBI licensees. Ken Tapp owns less than 9.99% of the outstanding common stock in each of the Company’s licensees. Pricing for the license agreements was established by the Company’s Board The Company’s related party licensing revenue for the fiscal year ended December 31, 2022 and 2021 was $ 944,413 292,139 100.0 The Company paid 1 of its Advisors, Vincent (Tripp) Keber, $ 30,000 From January 1, 2021 through December 31, 2021, Ken Tapp, from time-to-time, provided short-term interest free loans totaling $ 213,450 197,452 129,673 As noted in Note 7, the Company completed a December 31, 2020 Division Spin-Off Agreement (“Spin-Off Agreement) between MjLink.com, Inc. (“MjLink”) and the Company s whereby the Parties agreed that the Company would cease our operating MjLink as our cannabis division. and going forward MjLink would conduct its own operations (the “Spin-Off”). The Company recorded a loss from discontinued operations of $- 0 27,700 800,000 15.17 |
STOCK WARRANTS
STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Stock Warrants | |
STOCK WARRANTS | NOTE 5 – STOCK WARRANTS During the year ended December 31, 2022 and the year ended December 31, 2021 the Company did not grant any warrants. Currently, the Company has the remaining 5,283,250 A summary of the status of the outstanding stock warrants is presented below: SCHEDULE OF OUTSTANDING STOCK WARRANTS Range of Exercise Prices Number Outstanding Weighted Average Weighted Average $ 0.05 0.17 5,283,250 .42 $ 0.07 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 6 – COMMON STOCK Common Stock Class A For the year ended December 31, 2021 the Company issued or cancelled the following shares: ● Lenders converted their debt into 709,449,234 0.002869701 2,035,907 ● Canceled 29,736,667 29,737 ● Issued 630,604,389 ● Issued 2,000,000 100,000 As of December 31, 2022 and December 31, 2021 there were 7,394,792,892 7,675,367,567 Class B Effective March 4, 2020, our Board unanimously approved the issuance of 25,000,000 February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. Effective March 28, 2021, our Board unanimously approved the issuance of fifty million ( 50,000,000 March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value. As of December 31, 2022 and December 31, 2021, there are 75,000,000 Preferred Stock As of December 31, 2022 and December 31, 2021, the Company had 300,000,000 Based on a unanimous vote of the Company’s directors, the Company designated 100,000,000 NOTE 6 – COMMON STOCK Convertible Debt and Other Obligations Convertible Debt As of December 31, 2022 and December 31, 2021 the Company had $- 0 (A) On May 24, 2019, the Company completed a 7 240,000 80,000 80,000 4,000 84,000 252,000 80,000 160,000 184,800 8,000 16,800 50,000 25,000 8,000,000 3 0.08 65 20 130,633 0.12 January 25, 2021 (B) On June 12, 2019, the Company completed a 12 110,000 135,250 11,000 14,250 14,400,000 35 20 10,000 495,472,078 0.035 59,231 0.11 February 5, 2021 (C) On June 26, 2019, the Company completed a 9 135,000 168,000 15,000 18,000 100,000 15,000,000 1 0.08 65 20 72,692 0.11 January 7, 2021 (D) On August 21, 2019, the Company completed a 12 148,500 49,500 49,500 49,500 5,500 55,000 165,000 49,500 60,500 5,500 5,500 50,000 50,000 150,000 80,000,000 2 35 20 26,654 0.07 January 4, 2021 On March 12, 2021, MjLink.com relieved all its $ 364,688 SBA Loans As a result of the onset of COVID -19, on April 15, 2020, the Company received a forgivable $ 4,000 37,411 121,700 163,111 During the year ended December 31, 2022, the $ 37,411 4,000 121,700 163,111 2.75 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 7 - DISCONTINUED OPERATIONS The Company completed a December 31, 2020 Division Spin-Off Agreement (“Spin-Off Agreement) between MjLink.com, Inc. (“MjLink”) and the Company whereby the Parties agreed that the Company would cease operating MjLink as its cannabis division. and going forward MjLink would conduct its own operations (the “Spin-Off”). The Company recorded a loss from discontinued operations of $ 27,700 800,000 15.17 SCHEDULE OF DISCONTINUED OPERATIONS Year ended Year ended Operating loss $ - $ (27,700 ) Income(loss) before provision for income taxes $ - $ (27,700 ) Provision for income taxes - - Net loss $ - $ (27,700 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 25, 2023, our Board unanimously approved the issuance of twenty-five million ( 25,000,000 2,500,000,000 As of the date of this 10-K filing, our Chief Executive Officer controls over 10,000,000,000 100,000,000 On February 3, 2023, FINRA approved the Company’s name change from Social Life Network, Inc. to Decentral Life, Inc. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company is not exposed to any significant credit risk on cash. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2022 and December 31, 2021, the Company’s cash equivalents totaled $ 199,310 776 |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when considered necessary. Any allowance for uncollectible amounts is evaluated quarterly. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. Our notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of December 31, 2022 and December 31, 2021. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Revenue recognition | Revenue recognition The Company follows paragraph 605-15-25 of the FASB Accounting Standards Codification for revenue recognition when the right of return exists. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) The seller’s price to the buyer is substantially fixed or determinable at the date of sale, (ii) The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product. If the buyer does not pay at time of sale and the buyer’s obligation to pay is contractually or implicitly excused until the buyer resells the product, then this condition is not met., (iii) The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) The buyer acquiring the product for resale has economic substance apart from that provided by the seller. This condition relates primarily to buyers that exist on paper, that is, buyers that have little or no physical facilities or employees. It prevents entities from recognizing sales revenue on transactions with parties that the sellers have established primarily for the purpose of recognizing such sales revenue, (v) The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) The amount of future returns can be reasonably estimated. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. On December 22, 2018, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Stock-based Compensation | Stock-based Compensation The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Warrants | |
SCHEDULE OF OUTSTANDING STOCK WARRANTS | A summary of the status of the outstanding stock warrants is presented below: SCHEDULE OF OUTSTANDING STOCK WARRANTS Range of Exercise Prices Number Outstanding Weighted Average Weighted Average $ 0.05 0.17 5,283,250 .42 $ 0.07 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | SCHEDULE OF DISCONTINUED OPERATIONS Year ended Year ended Operating loss $ - $ (27,700 ) Income(loss) before provision for income taxes $ - $ (27,700 ) Provision for income taxes - - Net loss $ - $ (27,700 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | 49 Months Ended | |||||||||||
Mar. 28, 2021 | Feb. 28, 2021 | May 08, 2020 | Mar. 04, 2020 | Mar. 04, 2020 | Jan. 29, 2016 | Dec. 31, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2022 | Jan. 02, 2021 | May 07, 2020 | Mar. 03, 2020 | |
Common stock, shares authorized | 10,000,000,000 | 2,500,000,000 | 2,500,000,000 | 10,000,000,000 | 10,000,000,000 | 2,500,000,000 | 500,000,000 | ||||||
Preferred stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 100,000,000 | |||||||||
Reverse stock split, description | Additionally, the Amended Articles authorized the Company from May 8, 2020 and continuing until June 30, 2021, as determined by its Board in its sole discretion, to effect a Reverse Stock Split of not less than 1 share for every 5,000 shares and no more than 1 share for every 25,000 shares (the “Reverse Stock Split”) | ||||||||||||
Issuance of common stock, value | $ 100,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Common stock voting rights, description | pursuant to an amendment to its Articles of Incorporation with the state of Nevada, and additionally submitted to Nevada the Company’s Certificate of Designation of Preferences, Rights and Limitations of its Class B Common Stock, providing that each Class B Common Stock Share has one-hundred (100) votes on all matters presented to be voted by Common Stock Holders. The Class B Common Stock Shares only have voting power and have no equity, cash value, or any other value | ||||||||||||
MjLink.com, Inc. [Member] | |||||||||||||
Ownership percentage | 15.17% | ||||||||||||
Kenneth Tapp [Member] | Common Class B [Member] | |||||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||||
Common stock voting rights, description | two billion five hundred million (2,500,000,000) votes | ||||||||||||
Chief Executive Officer [Member] | Common Class B [Member] | |||||||||||||
Common stock voting rights, description | March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value. | February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. | |||||||||||
Issuance of common stock, value | $ 50,000,000 | ||||||||||||
Voting and equity, value | $ 5,000,000,000 | ||||||||||||
Business Combination/Merger Agreement [Member] | Life Marketing, Inc., [Member] | Common Stock [Member] | Officer [Member] | |||||||||||||
Stock issued during period, new issue | 119,473,334 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 22, 2018 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 199,310 | $ 776 | |
Federal statutory rate | 21% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash equivalents | $ 199,310 | |
Retained earnings (accumulated deficit) | $ 32,793,526 | $ 33,520,912 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Related party transaction, description | since January 1, 2021, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $5,000 or one percent of our total assets at December 31, 2022, and in which any of the following persons had or will have a direct or indirect material interest | |||
Related party revenue | $ 944,413 | $ 292,139 | ||
Percentage of revenue | 100% | |||
Loss from discontinued operations | (27,700) | |||
MjLink.com, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loss from discontinued operations | 0 | 27,700 | ||
Kenneth Tapp [Member] | ||||
Related Party Transaction [Line Items] | ||||
Short-term interest free loans | 197,452 | $ 213,450 | ||
Due to related parties | $ 129,673 | |||
Vincent Tripp Keber [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees | $ 30,000 | |||
Technology Business Incubator (TBI) License Agreements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, description | The Company has Technology Business Incubator (TBI) license agreements with MjLink.com Inc., LikeRE.com Inc., HuntPost.com Inc., NetQub, Inc., RacketStar.com Inc., FutPost.com Inc., GolfLynk.com Inc., CycleFans.com Inc., WEnRV.com Inc., RaceScene.com Inc., and SpaceZE.com Inc., which agreements provide that our TBI licensees pay the Company a license fee of 5% percentage of annual revenues generated, and 15% of their common stock, issuable immediately prior to a liquidity event such as an IPO or sale of 51% or more, of a licensee’s common stock. The 15% common stock payment is non-dilutive prior to a liquidity event described above. The Company’s Chief Executive Office, Ken Tapp, owns less than 1% of our outstanding shares and is a board member of each of the Company’s TBI licensees. Ken Tapp owns less than 9.99% of the outstanding common stock in each of the Company’s licensees. Pricing for the license agreements was established by the Company’s Board | |||
Spin-Off Agreement [Member] | MjLink.com, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares issued | 800,000 | |||
Shares outstanding percentage | 15.17% |
SCHEDULE OF OUTSTANDING STOCK W
SCHEDULE OF OUTSTANDING STOCK WARRANTS (Details) - Warrant [Member] | Dec. 31, 2022 Integer $ / shares shares |
Number Outstanding | shares | 5,283,250 |
Weighted Average Remaining Contractual Life | 5 months 1 day |
Weighted Average Exercise Price | $ / shares | $ 0.07 |
Measurement Input, Exercise Price [Member] | Minimum [Member] | |
Range of Exercise Prices | 0.05 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | |
Range of Exercise Prices | 0.17 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) | Dec. 31, 2022 shares |
Warrant [Member] | |
Class of warrant or right outstanding | 5,283,250 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | 12 Months Ended | |||||||||||||||||||||
Jan. 25, 2023 shares | Mar. 28, 2021 USD ($) | Feb. 28, 2021 shares | Aug. 20, 2020 USD ($) | Jun. 10, 2020 USD ($) | Apr. 21, 2020 USD ($) | Mar. 04, 2020 | Mar. 04, 2020 shares | Feb. 02, 2020 USD ($) | Dec. 24, 2019 USD ($) | Dec. 19, 2019 USD ($) $ / shares shares | Aug. 21, 2019 USD ($) Days $ / shares shares | Jun. 26, 2019 USD ($) Days $ / shares shares | Jun. 12, 2019 USD ($) Days $ / shares shares | May 24, 2019 USD ($) Days $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 12, 2021 USD ($) | May 08, 2020 shares | May 07, 2020 shares | Apr. 15, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock issued during period, value, new issues | $ 100,000 | |||||||||||||||||||||
Common stock, shares issued | shares | 7,394,792,892 | 7,675,367,567 | ||||||||||||||||||||
Common stock, shares outstanding | shares | 7,394,792,892 | 7,675,367,567 | ||||||||||||||||||||
Preferred stock shares authorizied | shares | 300,000,000 | 300,000,000 | 300,000,000 | 100,000,000 | ||||||||||||||||||
Convertible Debt | $ 0 | $ 0 | ||||||||||||||||||||
Debt obligation | $ 364,688 | |||||||||||||||||||||
Outstanding loans payable | 121,700 | $ 163,111 | ||||||||||||||||||||
Other Income [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Debt face amount | 37,411 | |||||||||||||||||||||
Debt instrument forgiven | $ 4,000 | |||||||||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Debt converted into shares | shares | 495,472,078 | |||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.035 | $ 0.08 | $ 0.08 | |||||||||||||||||||
Debt converted into shares, value | $ 10,000 | |||||||||||||||||||||
Number of stock issued during period, shares | shares | 150,000 | 100,000 | ||||||||||||||||||||
Debt term | 12 months | 9 months | 7 months | |||||||||||||||||||
Original issue discount | $ 184,800 | $ 148,500 | $ 135,000 | $ 252,000 | $ 165,000 | |||||||||||||||||
Convertible notes payable | $ 160,000 | 168,000 | $ 135,250 | 80,000 | ||||||||||||||||||
Debt interest expense discount | $ 5,500 | 8,000 | $ 5,500 | 15,000 | 11,000 | $ 4,000 | $ 55,000 | |||||||||||||||
Convertible notes payable | 49,500 | |||||||||||||||||||||
Debt interest expense | 5,500 | $ 16,800 | $ 18,000 | $ 14,250 | ||||||||||||||||||
Number of restricted common shares reserved for conversion | shares | 80,000,000 | 15,000,000 | 14,400,000 | 8,000,000 | ||||||||||||||||||
Conversion price percentage | 35% | 65% | 35% | 65% | ||||||||||||||||||
Number of trading days | Days | 20 | 20 | 20 | 20 | ||||||||||||||||||
Beneficial conversion feature discount | $ 26,654 | $ 72,692 | $ 59,231 | $ 130,633 | ||||||||||||||||||
Stock price | $ / shares | $ 0.07 | $ 0.11 | $ 0.11 | $ 0.12 | ||||||||||||||||||
Maturity date | Jan. 04, 2021 | Jan. 07, 2021 | Feb. 05, 2021 | Jan. 25, 2021 | ||||||||||||||||||
Debt face amount | $ 60,500 | |||||||||||||||||||||
Convertible Note Payable [Member] | Three Tranches [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Original issue discount | $ 49,500 | $ 240,000 | ||||||||||||||||||||
Debt interest expense discount | 84,000 | |||||||||||||||||||||
Convertible Note Payable [Member] | Tranche One [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 50,000 | |||||||||||||||||||||
Original issue discount | $ 80,000 | |||||||||||||||||||||
Convertible notes payable | $ 49,500 | |||||||||||||||||||||
Convertible notes payable | $ 49,500 | |||||||||||||||||||||
Convertible Note Payable [Member] | Tranche Two [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Convertible notes payable | $ 80,000 | |||||||||||||||||||||
Convertible Note Payable [Member] | Two Tranches [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 50,000 | |||||||||||||||||||||
Convertible Note Payable [Member] | Third Tranche [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 25,000 | |||||||||||||||||||||
Convertible Note Payable [Member] | Restricted Common Shares [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of restricted common shares reserved for conversion | shares | 2,000,000,000 | 1,000,000,000 | 3,000,000,000 | |||||||||||||||||||
Convertible Note Payable [Member] | Payback Provision [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Debt term | 12 months | |||||||||||||||||||||
Original issue discount | $ 110,000 | |||||||||||||||||||||
Convertible Note Payable [Member] | Tranche Three [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 50,000 | |||||||||||||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Debt face amount | $ 4,000 | |||||||||||||||||||||
Loan received | $ 121,700 | |||||||||||||||||||||
Payroll Protection Program [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Debt instrument forgiven | $ 37,411 | |||||||||||||||||||||
EIDL Loan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Percentage of interest rate | 2.75% | |||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | shares | 7,394,792,892 | 7,675,367,567 | ||||||||||||||||||||
Common stock, shares outstanding | shares | 7,394,792,892 | 7,675,367,567 | ||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 2,500,000,000 | |||||||||||||||||||||
Common stock, shares outstanding | shares | 75,000,000 | 75,000,000 | ||||||||||||||||||||
Voting and equity description | pursuant to an amendment to its Articles of Incorporation with the state of Nevada, and additionally submitted to Nevada the Company’s Certificate of Designation of Preferences, Rights and Limitations of its Class B Common Stock, providing that each Class B Common Stock Share has one-hundred (100) votes on all matters presented to be voted by Common Stock Holders. The Class B Common Stock Shares only have voting power and have no equity, cash value, or any other value | |||||||||||||||||||||
Cumulative Convertible Preferred A Shares [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorizied | shares | 100,000,000 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 2,000,000 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 100,000 | |||||||||||||||||||||
Lenders [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Debt converted into shares | shares | 709,449,234 | |||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.002869701 | |||||||||||||||||||||
Debt converted into shares, value | $ 2,035,907 | |||||||||||||||||||||
Several Lenders [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issued shares cancelled | shares | 29,736,667 | |||||||||||||||||||||
Issued shares cancelled value | $ 29,737 | |||||||||||||||||||||
Issued warrants exercised | shares | 630,604,389 | |||||||||||||||||||||
Chief Executive Officer [Member] | Common Class B [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued during period, shares | shares | 25,000,000 | 50,000,000 | 25,000,000 | |||||||||||||||||||
Stock issued during period, value, new issues | $ 50,000,000 | |||||||||||||||||||||
Voting and equity description | March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value. | February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Operating loss | $ (27,700) | |
Income(loss) before provision for income taxes | (27,700) | |
Provision for income taxes | ||
Net loss | $ (27,700) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net loss of discontinuted operations | $ 27,700 | ||
Spin-Off Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of stock issued | 800,000 | ||
Percentage of shares issued | 15.17% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Mar. 22, 2023 | Jan. 25, 2023 | Feb. 28, 2021 | Mar. 04, 2020 |
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Private placement of common shares, shares | 10,000,000,000 | |||
Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Private placement of common shares, shares | 2,500,000,000 | |||
Common Class B [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Private placement of common shares, shares | 25,000,000 | 50,000,000 | 25,000,000 | |
Common Class B [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Private placement of common shares, shares | 100,000,000 |