Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 14, 2022 | Jun. 30, 2021 | |
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 | 000-50773 | ||
Entity Registrant Name | IIOT-OXYS, INC. | ||
Entity Central Index Key | 0001290658 | ||
Entity Tax Identification Number | 81-3485426 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 705 Cambridge Street | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02141 | ||
City Area Code | (401) | ||
Local Phone Number | 307-3092 | ||
Title of 12(g) Security | Common Stock, Par Value $0.001 | ||
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 | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,306,437 | ||
Entity Common Stock, Shares Outstanding | 245,033,687 | ||
Auditor Firm ID | 457 | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 46,821 | $ 103,074 |
Accounts Receivable, Net | 11,280 | 0 |
Prepaid Expenses | 7,773 | 2,427 |
Total Current Assets | 65,874 | 105,501 |
Intangible Assets, Net | 298,085 | 347,856 |
Total Assets | 363,959 | 453,357 |
Current Liabilities | ||
Accounts Payable | 161,171 | 169,914 |
Accrued Liabilities | 247,155 | 147,490 |
Deferred Revenue | 46,425 | 46,425 |
Notes Payable, net of discounts of $57,148 and $111,781 at December 31, 2021 and 2020, respectively | 233,167 | 953,219 |
Shares Payable to Related Parties | 0 | 730,836 |
Salaries Payable to Related Parties | 273,926 | 407,271 |
Derivative Liability | 212,816 | 315,782 |
Total Current Liabilities | 1,174,660 | 2,770,937 |
PPP Liability | 0 | 36,700 |
Notes Payable | 267,152 | 0 |
Due to Stockholders | 1,000 | 1,000 |
Total Liabilities | 1,442,812 | 2,808,637 |
Commitments and Contingencies (Note 4) | ||
Series B Convertible Preferred Stock, 600 Shares Designated, $0.001 Par Value, $1,200 Stated Value; 155 Shares Issued and Outstanding at December 31, 2021 and 2020, Respectively. Liquidation Preference $186,000 as of December 31, 2021 and 2020, respectively | 186,000 | 186,000 |
Stockholders' Equity (Deficit) | ||
Preferred Stock Series A, $0.001 Par Value, 10,000,000 Shares authorized; 25,896 shares and 25,845 Shares Issued and Outstanding at December 31, 2021 and 2020, Respectively | 26 | 26 |
Common Stock $0.001 Par Value, 1,000,000,000 shares Authorized; 220,254,395 Shares and 145,110,129 Shares Issued and Outstanding at December 31, 2021 and 2020, Respectively | 220,255 | 145,111 |
Additional Paid in Capital | 7,059,098 | 4,794,261 |
Accumulated Deficit | (8,544,232) | (7,480,678) |
Total Stockholders' Equity (Deficit) | (1,264,853) | (2,541,280) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 363,959 | $ 453,357 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt discount | $ 57,148 | $ 111,781 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 220,254,395 | 145,110,129 |
Common stock, shares outstanding | 220,254,395 | 145,110,129 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 600 | 600 |
Preferred stock, par value | $ 1,200 | $ 1,200 |
Preferred stock, shares issued | 155 | 155 |
Preferred stock, shares outstanding | 155 | 155 |
Liquidation preference | $ 186,000 | $ 186,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 25,896 | 25,845 |
Preferred stock, shares outstanding | 25,896 | 25,845 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 11,280 | $ 36,771 |
Cost of Sales | 2,040 | 15,044 |
Gross Profit | 9,240 | 21,727 |
Operating Expenses | ||
Bank Service Charges | 229 | 5,478 |
Office Expenses | 29,281 | 12,940 |
Organization Costs | 0 | 36,030 |
Payroll Expense | 301,707 | 137,220 |
Professional | 508,153 | 802,135 |
Patent License Fee | 0 | 4,932 |
Amortization of Intangible Assets | 49,771 | 49,636 |
Total Operating Expenses | 889,141 | 1,048,371 |
Other Income (Expense) | ||
Gain (Loss) on Change in FMV of Derivative Liability | 102,966 | (220,325) |
Loss on Derivative | 0 | (239,396) |
Gain (Loss) on Extinguishment of Debt | 120,000 | (16,205) |
Interest Expense | (430,999) | (737,541) |
Other Income | 46,700 | 5,000 |
Total Other Income (Expense) | (161,333) | (1,208,467) |
Net Loss Before Income Taxes | (1,041,234) | (2,235,111) |
Provision for Income Tax | 0 | 0 |
Net Loss | (1,041,234) | (2,235,111) |
Convertible Preferred Stock Dividend | (22,320) | (1,663) |
Net Loss Attributable to Common Stockholders | $ (1,063,554) | $ (2,236,774) |
Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted | $ (0.01) | $ (0.02) |
Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted | 195,264,873 | 110,119,684 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2020 at Dec. 31, 2019 | $ 43,314 | $ 3,077,972 | $ (5,040,307) | $ (1,919,021) | |
Beginning balance, shares at Dec. 31, 2019 | 43,313,547 | ||||
Preferred Stock Issued in Exchange of Shares Exchange | $ 26 | 424,092 | 424,118 | ||
Preferred Stock Issued in Exchange of Shares Exchange, shares | 25,845 | ||||
Common Stock Issued for Conversion of Convertible Note Payable | $ 51,950 | 10,686 | 62,636 | ||
Common stock issued for conversion of convertible note payable, shares | 51,950,000 | ||||
Common Stock issued for Conversion of Detachable Warrants | $ 40,802 | (40,802) | |||
Common stock issued for conversion of detachable warrants, shares | 40,802,082 | ||||
Relief of Derivative Liabilities | 235,393 | 235,393 | |||
Warrants Issued for Default of Convertible Note Payables | 163,433 | 163,433 | |||
Changes in FMV of Warrants Related to Convertible Note Payables | 203,597 | (203,597) | |||
Beneficial Conversion Feature Discount on Notes Payable | 26,833 | 26,833 | |||
Common Stock Issued for Extinguishment of Debt | $ 6,760 | 9,991 | 16,751 | ||
Common stock issued for extinguishment of debt, shares | 6,760,000 | ||||
Common Stock Issued for Services | $ 2,285 | 683,066 | 685,351 | ||
Common stock issued for services, Shares | 2,284,500 | ||||
Net Loss | (2,236,774) | (2,236,774) | |||
Balance - December 31, 2021 at Dec. 31, 2020 | $ 26 | $ 145,111 | 4,794,261 | (7,480,678) | (2,541,280) |
Ending balance, shares at Dec. 31, 2020 | 25,845 | 145,110,129 | |||
Common Stock Issued for Conversion of Convertible Note Payable | $ 32,351 | 291,169 | 323,520 | ||
Common stock issued for conversion of convertible note payable, shares | 32,350,978 | ||||
Beneficial Conversion Feature Discount on Notes Payable | 360,000 | 360,000 | |||
Common Stock Issued for Services | $ 550 | 8,150 | 8,700 | ||
Common stock issued for services, Shares | 550,000 | ||||
Net Loss | (1,063,554) | (1,063,554) | |||
Common Stock Sold for Cash | $ 35,500 | 497,000 | 532,500 | ||
Common stock sold for cash, shares | 35,500,000 | ||||
Common Stock Issued for Extension of Notes Payable | $ 1,250 | 9,875 | 11,125 | ||
Common Stock Issued for Extension of Notes Payable, shares | 1,250,000 | ||||
Common Stock Issued for Financing Commitment | $ 1,800 | (1,800) | |||
Common Stock Issued for Financing Commitment, shares | 1,800,000 | ||||
Preferred Stock Sold for Cash | 51,000 | 51,000 | |||
Preferred Stock Sold for Cash, shares | 51 | ||||
Commission Paid for Raising Capital | (11,650) | (11,650) | |||
Common Stock Issued for Accrued Compensation | $ 3,693 | 1,061,093 | 1,064,786 | ||
Common stock issued for accrued compensation, Shares | 3,693,288 | ||||
Balance - December 31, 2021 at Dec. 31, 2021 | $ 26 | $ 220,255 | $ 7,059,098 | $ (8,544,232) | $ (1,264,853) |
Ending balance, shares at Dec. 31, 2021 | 25,896 | 220,254,395 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (1,063,554) | $ (2,236,774) |
Adjustments to Reconcile Net Loss to Net Cash (Used) By Operating Activities | ||
Loss on Extinguishment of Debt | 0 | 16,205 |
Loss on Issuance of Default Warrants | 0 | 163,433 |
Loss due to Change in Fair Market Value of Derivative Liability | 0 | 220,325 |
Loss on Derivative Liability | 0 | 239,396 |
Preferred Stock Issued for Services | 0 | 8,794 |
Penalty and Fees Incurred due to Default Increase in Notes Payable | 0 | 162,976 |
Forgiveness of PPP Loan | (36,700) | 0 |
Debt discount on notes payable | (129,380) | 0 |
Beneficial conversion feature | 360,000 | 106,388 |
Amortization of Intangible Assets | 49,771 | 49,636 |
Amortization of Series B Preferred Stock to redemption | 0 | 186,000 |
Increase (Decrease) in: | ||
Accounts Receivable | (11,280) | 28,004 |
Prepaid Expense | (5,346) | 1,283 |
Accounts Payable | (8,743) | 5,352 |
Accrued Liabilities | 110,789 | 92,483 |
Derivative liability | (102,966) | 0 |
Deferred Revenue | 0 | 46,425 |
Shares Payable to Related Parties | 342,650 | 728,892 |
Salaries Payable to Related Parties | (133,345) | 64,044 |
Net Cash Used by Operating Activities | (628,103) | (117,138) |
Cash Flows From Financing Activities | ||
Cash Received from Convertible Note Payable | 521,850 | 129,300 |
Cash Payments of Notes Payable | 0 | (100,000) |
Proceeds from sale of Series B Preferred Stock | 50,000 | 130,000 |
Proceeds from PPP Loan | 0 | 36,700 |
Net Cash Provided By Financing Activities | 571,850 | 196,000 |
Net Decrease in Cash and Cash Equivalents | (56,253) | 78,862 |
Cash and Cash Equivalents - Beginning of Period | 103,074 | 24,212 |
Cash and Cash Equivalents - End of Period | 46,821 | 103,074 |
Supplement Disclosures of Cash Flow Information | ||
Interest Paid During the Period | 0 | 0 |
Income Taxes Paid During the Period | 0 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Discount on Notes Payable | 26,833 | 26,833 |
Conversion of Convertible Notes Payable and Derivative Liabilities | 288,029 | 288,029 |
Warrant Anti-Dilution Issuance | 203,597 | 203,597 |
Discount on Series B Preferred Stock | $ 186,000 | $ 186,000 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN | NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. IIOT-OXYS, Inc., a Nevada corporation (the “Company”) was originally established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines. We were incorporated in the state of New Jersey on October 1, 2003 under the name of Creative Beauty Supply Corporation and commenced operations as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. On May 18, 2015, we changed our name to Gotham Capital Holdings. From January 1, 2009 until July 28, 2017, we had no operations. On March 16, 2017, our Board of Directors approved to change our name to “IIOT-OXYS, Inc.” and authorized a change of domicile from New Jersey to Nevada. Impact of COVID-19 During the year ended December 31, 2021, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended December 31, 2021 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country. On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principles of Consolidation The consolidated financial statements for the years ended December 31, 2021 and 2020, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc. All significant intercompany balances and transactions have been eliminated. Reclassifications Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. Use of Estimates The preparation of financial statements in conformity with GAAP 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. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, used cash flows in operating activities of $ 628,103 8,544,232 Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company reported a cash balance of $ 46,821 103,074 Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. There was no Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “ Earnings per Share” Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $ 250,000 no Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s consolidated financial instruments consist principally of cash, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Convertible debt is accounted for under the ASC 470-20, Debt – Debt with Conversion and Other Options. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) ASU No. 2019-12, Income Taxes (Topic 740) In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 3 - INTANGIBLE ASSETS The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization at December 31, 2021 and 2020 amounted to $ 298,085 347,856 Schedule of intangible assets December 31,2021 December 31,2020 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (196,915 ) (147,144 ) Intangible Assets, net $ 298,085 $ 347,856 At December 31, 2021 and 2020, respectively, the Company determined that none of its intangible assets were impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives of ten years. Amortization expense of finite-lived intangibles was $ 49,771 49,636 The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2021: Schedule of future amortization Amortization expense 2022 $ 49,500 2023 49,500 2024 49,500 2025 49,500 Thereafter 100,085 Total $ 298,085 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 - COMMITMENTS AND CONTINGENCIES In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which include commitments to issue shares of the Company’s common stock from the Company’s Stock Incentive Plans. All the agreements have been terminated and shares have been issued in conjunction with the related separation agreements. According to the terms of the three agreements, 1,319,000 2,400,000 3,600,000 In the event that the agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period. The Company has accrued $ 0 730,836 On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective June 4, 2018 with its CEO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CEO pursuant to the agreement are those customary for the position in which the CEO is serving. As of the effective date, the Company shall issue to the CEO an aggregate of 3,060,000 1. 560,000 shares on the first-year anniversary of the effective date; 2. 1,000,000 shares on the second-year anniversary of the effective date; and 3. 1,500,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2019 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of December 31, 2021 and 2020, 3,060,000 1,560,000 On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CEO, pursuant to which the CEO forgave $ 185,000 145,844 138,602 On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective October 1, 2018 with its COO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the COO pursuant to the agreement are those customary for the position in which the COO is serving. As of the effective date, the Company shall issue to the COO an aggregate of 2,409,000 1. 409,000 shares on the first-year anniversary of the effective date; 2. 800,000 shares on the second-year anniversary of the effective date; and 3. 1,200,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2017 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of December 31, 2021 and 2020, 24,090,000 1,209,000 On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the COO, pursuant to which the COO forgave $ 103,250 128,081 139,078 On March 11, 2019, the Company’s Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with its CTO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CTO pursuant to the agreement are those customary for the position in which the CTO is serving. As of the effective date, the Company shall issue to the CTO an aggregate of 1,800,000 1. 300,000 shares on the first-year anniversary of the effective date; 2. 600,000 shares on the second-year anniversary of the effective date; and 3. 900,000 shares on the third-year anniversary of the effective date. As part of the Amended and Restated Consulting Agreement dated effective April 23, 2018 the CTO shall receive a monthly fee of $9,375 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $3,125 of the monthly fee will be paid to the CTO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CTO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. On April 1, 2021, the Company and CTO mutually agreed to terminate the Amended and Restated Consulting Agreement. The Company and CTO agreed to settle for 843,288 843,288 0 900,000 On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CTO pursuant to which the CTO forgave $ 82,475 Effective March 31, 2021, the Company entered into a Termination Agreement (the “ Termination Agreement 11,144 130,451 843,288 As of December 31, 2021 and 2020, the Company recorded $ 0 129,590 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 - CONVERTIBLE NOTES PAYABLE The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of December 31, 2021 and December 31, 2020, respectively. Schedule of convertible notes payable December 31, 2021 December 31, 2020 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.10 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023. The note is secured by substantially all the assets of the Company. $ 295,000 $ 600,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 C. Convertible note payable to an investor with interest at 12% per annum. On February 3, 2021, the investor settled the note and accrued interest, in exchange for common stock of the Company. – 50,000 D. Convertible note payable to an investor with interest at 12% per annum. $10,000 of the principal is currently convertible into shares of common stock at $0.01 per share, with remaining principal and interest convertible into shares of common stock at $0.10 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023. The note is secured by substantially all the assets of the Company. 50,000 60,000 E. Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2022. The note is secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.01 per share. Principal and interest due on maturity on April 29, 2022. 33,167 100,000 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2022. 75,000 75,000 633,167 1,065,000 Less unamortized discount (57,148 ) (111,781 ) Net balance 576,019 953,219 Less current portion (233,167 ) (953,219 ) $ 267,152 $ – A. January 18, 2018 Convertible Note and Warrants (“Note A”) On January 18, 2018, the Board of Directors of the Company approved a non-public offering of up to $1,000,000 aggregate principal amount of its 12% Senior Secured Convertible Notes. The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The notes matured on January 15, 2020. The notes are governed by a Securities Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement. In addition to the issuance of the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each note. Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features and expires on January 15, 2023. If the Company ever defaults on the loan, the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. On March 7, 2019, the Board of Directors of the Company approved Amendment No. 1 to the 12% Senior Secured Convertible Promissory Note and the Warrant Agreement, each issued January 22, 2018, respectively, to the note holder. The amendments (i) extend the maturity date of the note to March 1, 2021 and extend the term of the warrants to March 6, 2024, (ii) lower the conversion price of the note and the exercise price of the warrants to $0.20 and $0.30, respectively, and (iii) add an adjustment to the conversion and exercise price of the note and warrants, respectively, in the event the Company does not achieve certain milestones during calendar 2019. The fair value of the warrants is $ 25,162 23,956 221,232 On January 1, 2020, the Company failed to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted to $0.10 and $0.15, respectively. This resulted in an adjustment to retained earnings of $ 201 Effective January 15, 2020, the Company went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period. As a result, the principal was increased by 20%, or $100,000, and the Company was required to issue an additional 384,615 44,297 As of March 31, 2020, the exercise price of the warrants was further adjusted to $0.00084 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $ 71 On January 28, 2021, the noteholder of Note A agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022, in exchange for the reduction of the conversion price to $0.01 per share, and all prior Events of Default (as defined in the Note A) including penalties of $100,000 were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. O n December 14, 2021, the Company entered into amendment to the Note A which limits the respective holder to conversions resulting in beneficial ownership by the holder and its affiliates of no more than 4.99% of the outstanding shares of common stock of the Company. The Company recorded $100,000 as extinguishment of debt in its statements of operations for the year ended December 31, 2021. The Company recorded $ 300,000 500,000 On February 4, 2021, the noteholder A converted the principal balance of $ 50,000 5,000,000 75,000 7,500,000 80,000 8,000,000 42,603,642 6,858,244 426,036 685,824 The Company amortized the beneficial conversion feature discount to interest expense of $ 254,660 12,060 45,340 1,978 45,212 70,701 131,036 85,824 The principal balance payable on Note A amounted to $ 295,000 600,000 B. January 2019 Convertible Note and Warrants (“Note B”) On January 22, 2019, the Company entered into a Securities Purchase Agreement and Security and Pledge Agreement with a single investor and issued a Secured Convertible Promissory Note to the investor in the principal amount of $ 55,000 36,667 0.75 January 22, 2024 As of March 31, 2020, the exercise price of the warrants was adjusted to $ 0.00084 7 The unpaid principal balance of the note and accrued interest is $ 55,000 8,092 55,000 5,342 2,750 2,758 0 194 78,864,418 75,426,918 63,092 60,342 C and D. March 2019 Convertible Note and Warrants (“Note C”) and (“Note D”) On March 7, 2019, the Board of Directors of the Company approved a non-public offering of up to $500,000 aggregate principal amount of its 12% Senior Secured Convertible Notes (Note C and Noted D), collectively called “Notes” unless specifically specified otherwise. The Notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.20 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The Notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The Notes matured on March 1, 2021. The conversion price of the Notes is also subject to adjustments if the Company does not achieve certain milestones during the calendar year 2019. The Notes are governed by a Securities Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement. Funding is subject to the occurrence of certain milestones, as stated in the SPA. In addition to the issuance of the Notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each Note. Each warrant is immediately exercisable at $ 0.30 On March 6, 2019, the Company entered into SPAs and Security and Pledge Agreements with its first two investors (Note C and Note D) in the offering and issued Notes to the investors in the principal amount of $ 50,000 100,000 250,000 The proceeds received upon issuing the Notes and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $ 12,646 11,226 On January 1, 2020, the Company failed to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the Notes and warrants were adjusted to $0.10 and $0.15, respectively. This resulted in an adjustment to retained earnings of $ 131 Effective January 15, 2020, the Company went into technical default of the Note agreement as a result of not making the December 31, 2019 interest payment within the required period. As a result, the principal was increased by 20%, or $20,000, in aggregate, and the Company was required to issue an additional 250,000 28,793 As of March 31, 2020, the exercise price of the warrants was further adjusted to $0.00084 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $ 46 On September 21, 2020, these Notes were amended to reduce the conversion price of an aggregate of $20,000 of the total outstanding principal value of $ 120,000 18,360 On October 15, 2020, the holder of Note C converted $ 10,000 1,000,000 On January 28, 2021, the noteholder of Note C agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 10,000 30,000 30,000 2,037 0 0 460 6,686 0 6,050 On January 28, 2021, the noteholder of Note C converted the principal balance of $ 40,000 6,510 4,650,978 0 50,000 On January 28, 2021, the noteholder of Note D agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 0.01 n December 14, 2021, the Company entered into amendment to the Note D which limits the respective holder to conversions resulting in beneficial ownership by the holder and its affiliates of no more than 4.99% of the outstanding shares of common stock of the Company. The Company recorded $ 10,000 30,000 25,466 1,019 4,534 0 6,115 7,070 14,698 6,768 50,000 60,000 On March 14, 2022, the noteholder of Note D, effective march 1, 2022, agreed to extend the maturity date of the Senior Secured Convertible Note to March 1, 2023 in exchange for the reduction of the conversion price to $0.008 per share and one-year extensions as long as the Note D is not in default. The conversion shares of Note D totaled 6,469,754 1,588,520 64,698 68,582 E. August 2019 Convertible Note and Warrants (“Note E”) On August 2, 2019, the Company entered into a Securities Purchase Agreement with an investor for the purchase of a 12 125,000 August 2, 2021 75,000 25,000 25,000 781,250 The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $ 71,035 2.5 1.6 132 104,941 Effective January 30, 2020, the Company went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period. As a result, the Company was required to issue an additional 781,250 90,342 4.76 1.6 233 As of March 31, 2020, the exercise price of the warrants was adjusted to $ 0.00084 70 On August 2, 2021, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2022 34,104 52,539 0 34,104 15,000 15,051 33,690 18,690 125,000 125,000 188,916,781 158,690 F. August 29, 2019 Convertible Note and Warrants (“Note F”) On August 29, 2019, the Company entered into a Securities Purchase Agreement with an investor for the purchase of a Convertible Promissory Note in the principal amount of up to $ 105,000 0.20 10 30,000 175,000 The proceeds received upon issuing the notes and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $ 15,868 2.5 1.4 132 10,378 As of March 31, 2020, the exercise price of the warrants was adjusted to $ 0.00084 203,002 During the three months ended March 31, 2020, the note went into default upon passing its maturity date. As a result, a default penalty of $ 26,250 The Company valued the conversion feature on the date of default resulting in initial liability of $ 159,888 114,051 Upon issuance and at each conversion, reporting period date, and extinguishment date, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $ 0.0008 0.0073 0 459 574 0.11 0.39 0.25 On May 20, 2020, the second closing of the Convertible Promissory Note occurred pursuant to which the Company paid a purchase price of $ 35,000 29,300 0.20 May 20, 2025 On July 29, 2020, the Company entered into a Settlement and Mutual Release Agreement with the lender pursuant to which the Company paid $ 100,000 2,155 1,609 On February 1, 2021, the noteholder of Note F converted the principal balance of $ 66,833 5,177 7,200,000 1,925 25,484 3,637 0 3,903 742 1,712 2,986 33,167 100,000 3,487,893 34,879 G . July 2020 Equity Financing Arrangement (“Note G”) On July 29, 2020, the Company entered an Equity Financing Agreement and Registration Rights Agreement with an investor, pursuant to which the investor agreed to purchase up to $5,000,000 in shares of the Company’s Common Stock, from time to time over the course of 36 months after effectiveness of a registration statement on Form S-1 of the underlying shares of Common Stock. In connection with entering into the Equity Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $ 100,000 April 29, 2021 Also, in connection with entering into the Equity Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $75,000 (the “$75k Note”). No proceeds were received for this note as it was issued to offset future transaction costs related to any future issuances of equity under the agreement. As a result, the amount has been capitalized as deferred offering costs in the accompanying balance sheet and will be offset against any future proceeds received under the agreement. The $75k Note matures on April 29, 2022 As of December 31, 2021 and 2020, the unpaid principal balance of Note G was $ 75,000 9,740 2,240 7,500 5,226 1,925 25,484 3,637 0 8,473,973 84,740 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 6 - EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the three and nine months ended December 31, 2021 and 2020: Schedule of earnings per share Year ended 2021 2020 Net loss attributable to common stockholders (basic) $ (1,063,554 ) $ (2,236,774 ) Shares used to compute net loss per common share, basic and diluted 195,264,873 110,119,684 Net loss per share attributable to common stockholders, basic and diluted $ (0.01 ) $ (0.02 ) Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2021 and 2020, respectively, because their inclusion would be anti-dilutive: Schedule of antidilutive shares As of December 31, 2021 2020 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 328,816,461 273,594,437 Potentially issuable vested shares to directors and officers – 2,400,000 Potentially issuable unvested shares to officers – 3,600,000 Total anti-dilutive common stock equivalents 331,684,858 282,462,834 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program Loan | |
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 7 - PAYCHECK PROTECTION PROGRAM LOAN The Company applied for and received funding from the Payroll Protection Program (the “ PPP Loan 36,700 CARES Act 1.0 36,700 0 36,700 Supplemental Target Advance On July 7, 2021 and July 8, 2021, a commercial bank granted to the Company two payments of $5,000 each, under the authority and regulations of the U. S. Small Business Administration Supplemental Target Advance of the Coronavirus Aid, Relief, and Economic Security Act (The “CARES Act”). Such advances amounted to $10,000 and does not need to be repaid. The Company recorded $ 10,000 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 - RELATED PARTIES At December 31, 2021 and 2020, the amount due to two stockholders was $ 1,000 The Company leases its current office facility on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. For the year ended December 31, 2021 and 2020, rent expense earned by the stockholder amounted to $ 3,000 3,000 750 16,500 The Company recorded professional fees paid to officers and a director amounting to $ 7,182 0 The Company awarded shares payable to officers and a director valued at $ 349,657 728,892 0 730,836 1,062,986 3,543,288 415,350 15,845 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 - STOCKHOLDERS' EQUITY Common Stock The Company has an authorized capital of 1,000,000,000 shares of $ 0.001 10,000,000 0.001 220,254,395 145,110,129 25,896 25,845 On January 4, 2021, pursuant to the authorization and approval previously provided by the stockholders, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 190,000,000 shares to 1,000,000,000 shares, which filing became effective on January 18, 2021. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. On January 28, 2021, the noteholder of Note C converted the principal balance of $ 40,000 6,510 4,650,978 On February 1, 2021, the noteholder of Note F converted the principal balance of $ 66,833 5,177 7,200,000 On February 4, 2021, the noteholder of Note A converted the principal balance of $ 50,000 5,000,000 On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered common stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to the closing. On February 26, 2021, March 16, 2021, April 14, 2021 and August 3, 2021, the investor purchased 8,000,000 8,400,000 8,900,000 10,200,000 120,000 126,000 133,500 153,000 On April 1, 2021, the Company’s Chief Technology Officer resigned from his employment with the Company. In settlement of the Company’s total obligations with the officer upon separation, the Company issued 843,288 252,986 On April 15, 2021, the noteholder of Note A converted the principal balance of $ 75,000 7,500,000 On May 20, 2021, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 500,000 7,800 On May 20, 2021, the Company issued to a consultant for services, pursuant to a consulting agreement, 50,000 900 On June 15, 2021, the Company issued 1,500,000 450,000 On July 28, 2021, the noteholder of Note A converted the principal balance of $ 80,000 8,000,000 On November 23, 2021, the noteholders of Notes F and G agreed to extend the maturity date of their Convertible Promissory Notes in exchange of receiving 1,250,000 11,125 On December 21, 2021, the Company issued 1,800,000 15,300 On December 21, 2021, the Company issued 1,200,000 360,000 150,000 1,800 As a result of all common stock issuances, the Company recorded 220,254,396 145,110,130 Stock Incentive Plans On December 14, 2017 (the “Effective Date”), the Board of Directors of the Company approved the 2017 Stock Inventive Plan (the “2017 Plan”). Awards may be made under the 2017 Plan for up to 4,500,000 On March 11, 2019 (the “Effective Date”) the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “2019 Plan”). Awards may be made under the Plan for up to 5,000,000 Shares earned and issued related to the consulting agreements are issued under the 2017 Plan and the 2019 Plan (Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares as December 31, 2021 and 2020 and changes during the year then ended, is presented below: Summary of non-vested shares Non-vested Weighted Balance at December 31, 2019 6,000,000 $ 0.30 Awarded – – Vested (2,400,000 ) 0.30 Forfeited – – Balance at December 31, 2020 3,600,000 0.30 Awarded – – Vested (3,600,000 ) 0.30 Forfeited – – Balance at December 31, 2021 – $ 0.30 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Corporation had authorized issuance of 15,600 0.001 Dividends: Liquidation and Redemption Rights Conversion Rank Voting Rights A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by: [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent , the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws. On November 9, 2020, the Company awarded a director for services rendered, 1,000,000 shares of common stock valued at its fair value on the date of issuance of $8,600 and concurrently, exchanged the common stock for Series A Supervoting Convertible Preferred Stock, and accrued interest of $168 relating to the outstanding convertible note which was convertible into common stock, was converted into Series A Supervoting Convertible Preferred Stock. The Company issued 12,000 shares of Series A Supervoting Convertible Preferred Stock in exchange of $8,768 of services rendered and accrued interest for the year ended December 31, 2020. On December 31, 2020, the officers and a director converted $685,350 of their vested shares payable compensation costs into 2,284,500 shares of the Company’s common stock and $415,350 of their unrecognized compensation costs into 13,845 shares of the Company’s Series A Convertible Preferred Stock. As a result, total unrecognized compensation costs related to the non-vested share-based compensation arrangements awarded to employees were $730,836 and $1,102,645 as of December 31, 2020 and 2019, respectively. That cost is expected to be recognized over a weighted-average period of 0.5 years and 1.4 years as of December 31, 2020 and December 31, 2019, respectively. The total fair value of shares compensation recognized during the year ended December 31, 2020 and 2019, was $728,892 and $685,416, respectively. The Company did not issue any Series A Supervoting Convertible Preferred Stock during the year ended December 31, 2021. The Company had 25,845 shares of Series A Supervoting Convertible Preferred Stock issued and outstanding at December 31, 2021 and December 31, 2020, respectively. Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Corporation had authorized issuance of up to 600 0.001 1,200 Dividends: Voting Rights Liquidation Conversion Redemption: · 115% of the stated value if the redemption takes place within 90 days of issuance; · 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and · each share of Preferred Stock is redeemed one year from the day of issuance On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee. The Company’s ability to conduct additional closings under the SPA is subject to certain conditions, including the following: · The Company’s continued compliance with all covenants and agreements under the SPA and the COD, with no uncured defaults under the Company’s agreements with GHS; · The continued quotation of the Company’s common stock on the over-the-counter market or another trading market or exchange; · The average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding each additional closing must be at least $10,000 per day; and · The closing market price for the Company’s common stock must be at least $0.01 for each of the 30 trading days preceding each additional closing. No additional closings may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000). The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion. Based on the requirements of ASC 815, Derivatives and Hedging On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability of $ 103,267 58,267 39,000 84,000 84,000 39,266 48,683 10,080 1,160 On November 19, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0070 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 200.53% to 440.99%, risk-free interest rates ranging from 0.07% to 0.38%, and an expected term of 1.50 to 0.38 years. On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability of $ 106,241 1,700 102,000 102,000 67,008 503 54,223 12,240 12,743 On December 16, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $ 0.004 0.0141 0.0063 0.0184 0 431.65 200.59 0.39 0.07 1.50 0.46 As a result of receipt of cash proceeds relating to Series B Convertible Preferred Stock, the Company recorded derivative liability of $ 212,816 315,782 186,000 186,000 Warrants A summary of the status of the Company’s warrants as of December 31, 2021 and 2020 and changes during the years then ended, is presented below: Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2019 1,627,532 $0.21 4.5 Issued 43,082,532 $0.01 4.4 Exercised – – Expired/Forfeited (41,666,667 ) – Outstanding at December 31, 2020 3,043,397 $0.01229 4.0 Issued – – Exercised – – Expired/Forfeited (175,000 ) $0.20 Outstanding at December 31, 2021 2,868,397 $0.00084 3.4 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES Income tax expense for the year ended December 31, 2021 and 2020 is summarized as follows: Schedule of components of income tax expense (benefit) December 31, December 31, Deferred: Federal $ (223,346 ) $ (469,723 ) State (51,582 ) (108,484 ) Change in valuation allowance 274,929 578,206 Income tax expense (benefit) $ – $ – The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations: Schedule of effective income tax rate reconciliation December 31, December 31, Tax at statutory tax rate 21.00% 21.00% State taxes 4.85% 4.85% Other permanent items – – Valuation allowance -25.85% -25.85% Income tax expense – – The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows: Schedule of deferred tax assets and liabilities December 31, December 31, Deferred tax assets: Net operating loss carry forward $ 1,465,996 $ 1,287,319 Total gross deferred tax assets 1,465,996 1,287,319 Less: valuation allowance (1,465,996 ) (1,287,319 ) Net deferred tax assets $ – $ – Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted into law and the new legislation contains several key tax provisions that impact the Company, including a reduction of the corporate income tax rate to 21% effective for tax years beginning after December 31, 2017 and the Transition Tax, among others. The staff of the US Securities and Exchange Commission (SEC) has recognized the complexity of reflecting the impacts of the Tax Reform Act, and issued guidance in Staff Accounting Bulletin 118 (“SAB 118”) in December 2017, which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provides for up to a one-year period in which to complete the required analyses and accounting (the measurement period). Adjustments to incomplete and unknown amounts will be recorded and disclosed prospectively during the measurement period. The Company has completed the required analysis and accounting for substantially all the effects. Except for the reduction of the income tax rate from 34% to 21%, there were no material impact on the Company’s financial statements. At December 31, 2021 and 2020, the Company had accumulated net operating losses of approximately $ 8,340,000 7,481,000 At December 31, 2021 and 2020, the Company’s deferred income tax assets and valuation allowance were $ 1,465,996 1,287,319 In the ordinary course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2021, tax years 2020, 2019, and 2018 remain open for examination by the Internal Revenue Service and the Massachusetts Division of Revenue. The Company has received no notice of audit from the Internal Revenue Service or the Massachusetts Division of Revenue for any of the open tax years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this Report, the date the financial statements were available to be issued, noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosure. On February 7, 2022, the Company sold 51 shares of Series B preferred stock to GHS Investments, LLC for a cash consideration of $51,000. The Company paid a sales commission of $1,000. On March 14, 2022, the Company entered into amendments to each of the Notes A and D effective March 1, 2022 which extend the maturity dates to March 1, 2023, reduce the conversion price to $0.008 per share, add an additional Event of Default (as defined in the Notes) that the closing price of the shares of Common Stock on the Trading Market (as defined in the Notes) is less than $0.008 per share for ten (10) consecutive Trading Days (as defined in the Notes), and adding automatic one-year extensions as long at either Note is not in default. On March 18, 2022, the Board of Directors of the Company approved the 2022 Stock Incentive Plan (the “ Plan On March 24, 2022, the Company issued 136 shares of Series B Preferred stock to GHS Investments, LLC at the purchase price of $1,000 per share for cash proceeds of $136,000. On April 4, 2022 (the “Issuance Date”), the Company was issued a 10% Unsecured Convertible Promissory Note (the “Note”) in the principal amount of $200,000 by Aretas Sensor Networks Inc., a company incorporated under the laws of the Province of British Columbia (“ Aretas On April 6, 2022, the Company and noteholder of Note B agreed to extend the maturity date of the promissory note to March 1, 2024. On April 8, 2022, the Company sold 7,828,223 shares of common stock to GHS Investments LLC for $98,635.60. The Company paid selling commissions to the broker of $1,972.71. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company reported a cash balance of $ 46,821 103,074 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. There was no |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. |
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “ Earnings per Share” |
Revenue Recognition | Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $ 250,000 no |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s consolidated financial instruments consist principally of cash, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions |
Convertible Debt and Convertible Preferred Stock | Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Convertible debt is accounted for under the ASC 470-20, Debt – Debt with Conversion and Other Options. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) ASU No. 2019-12, Income Taxes (Topic 740) In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31,2021 December 31,2020 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (196,915 ) (147,144 ) Intangible Assets, net $ 298,085 $ 347,856 |
Schedule of future amortization | Schedule of future amortization Amortization expense 2022 $ 49,500 2023 49,500 2024 49,500 2025 49,500 Thereafter 100,085 Total $ 298,085 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable December 31, 2021 December 31, 2020 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.10 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023. The note is secured by substantially all the assets of the Company. $ 295,000 $ 600,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 C. Convertible note payable to an investor with interest at 12% per annum. On February 3, 2021, the investor settled the note and accrued interest, in exchange for common stock of the Company. – 50,000 D. Convertible note payable to an investor with interest at 12% per annum. $10,000 of the principal is currently convertible into shares of common stock at $0.01 per share, with remaining principal and interest convertible into shares of common stock at $0.10 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023. The note is secured by substantially all the assets of the Company. 50,000 60,000 E. Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2022. The note is secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.01 per share. Principal and interest due on maturity on April 29, 2022. 33,167 100,000 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2022. 75,000 75,000 633,167 1,065,000 Less unamortized discount (57,148 ) (111,781 ) Net balance 576,019 953,219 Less current portion (233,167 ) (953,219 ) $ 267,152 $ – |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share Year ended 2021 2020 Net loss attributable to common stockholders (basic) $ (1,063,554 ) $ (2,236,774 ) Shares used to compute net loss per common share, basic and diluted 195,264,873 110,119,684 Net loss per share attributable to common stockholders, basic and diluted $ (0.01 ) $ (0.02 ) |
Schedule of antidilutive shares | Schedule of antidilutive shares As of December 31, 2021 2020 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 328,816,461 273,594,437 Potentially issuable vested shares to directors and officers – 2,400,000 Potentially issuable unvested shares to officers – 3,600,000 Total anti-dilutive common stock equivalents 331,684,858 282,462,834 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of non-vested shares | Summary of non-vested shares Non-vested Weighted Balance at December 31, 2019 6,000,000 $ 0.30 Awarded – – Vested (2,400,000 ) 0.30 Forfeited – – Balance at December 31, 2020 3,600,000 0.30 Awarded – – Vested (3,600,000 ) 0.30 Forfeited – – Balance at December 31, 2021 – $ 0.30 |
Summary of warrant activity | Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2019 1,627,532 $0.21 4.5 Issued 43,082,532 $0.01 4.4 Exercised – – Expired/Forfeited (41,666,667 ) – Outstanding at December 31, 2020 3,043,397 $0.01229 4.0 Issued – – Exercised – – Expired/Forfeited (175,000 ) $0.20 Outstanding at December 31, 2021 2,868,397 $0.00084 3.4 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | Schedule of components of income tax expense (benefit) December 31, December 31, Deferred: Federal $ (223,346 ) $ (469,723 ) State (51,582 ) (108,484 ) Change in valuation allowance 274,929 578,206 Income tax expense (benefit) $ – $ – |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation December 31, December 31, Tax at statutory tax rate 21.00% 21.00% State taxes 4.85% 4.85% Other permanent items – – Valuation allowance -25.85% -25.85% Income tax expense – – |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, December 31, Deferred tax assets: Net operating loss carry forward $ 1,465,996 $ 1,287,319 Total gross deferred tax assets 1,465,996 1,287,319 Less: valuation allowance (1,465,996 ) (1,287,319 ) Net deferred tax assets $ – $ – |
NATURE OF OPERATIONS, BASIS O_2
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net Cash Provided by (Used in) Operating Activities | $ 628,103 | $ 117,138 |
Accumulated deficit | $ 8,544,232 | $ 7,480,678 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents | $ 46,821 | $ 103,074 |
Allowance for doubtful accounts | 0 | 0 |
FDIC insured amount | 250,000 | |
Cash in excess of FDIC insurance | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | $ 495,000 | $ 495,000 |
Accumulated amortization | (196,915) | (147,144) |
Intangible Assets, net | $ 298,085 | $ 347,856 |
INTANGIBLE ASSETS (Details - Es
INTANGIBLE ASSETS (Details - Estimated future amortization expense) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 49,500 |
2023 | 49,500 |
2024 | 49,500 |
2025 | 49,500 |
Thereafter | 100,085 |
Total | $ 298,085 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Net | $ 298,085 | $ 347,856 |
Amortization expense | $ 49,771 | $ 49,636 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 11, 2020 | Apr. 12, 2021 | Apr. 02, 2021 | Mar. 11, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Other Commitments [Line Items] | |||||||
Shares payable, value | $ 0 | $ 730,836 | |||||
Shares granted | 0 | 43,082,532 | |||||
Accrued expenses | $ 247,155 | $ 147,490 | |||||
Consulting Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock issued for past services | 843,288 | ||||||
Chief Executive Officer [Member] | |||||||
Other Commitments [Line Items] | |||||||
Debt Forgiveness | $ 185,000 | ||||||
Salaries payable | 145,844 | 138,602 | |||||
Chief Operating Officer [Member] | |||||||
Other Commitments [Line Items] | |||||||
Debt Forgiveness | 103,250 | ||||||
Salaries payable | $ 128,081 | $ 139,078 | |||||
Chief Operating Officer [Member] | Consulting Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock shares vested | 0 | 900,000 | |||||
Chief Technology Officer [Member] | |||||||
Other Commitments [Line Items] | |||||||
Debt Forgiveness | $ 82,475 | ||||||
Salaries payable | $ 0 | $ 129,590 | |||||
Common stock issued for past services | 843,288 | ||||||
Chief Technology Officer [Member] | Termination Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Reimbursable expenses | $ 11,144 | ||||||
Accrued expenses | $ 130,451 | ||||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock shares vested | 3,060,000 | 1,560,000 | |||||
Shares granted | 3,060,000 | ||||||
2019 Stock Incentive Plan [Member] | Chief Technology Officer [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares granted | 1,800,000 | ||||||
2017 Stock Incentive Plan [Member] | Chief Operating Officer [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock shares vested | 24,090,000 | 1,209,000 | |||||
Shares granted | 2,409,000 | ||||||
Consulting Agreements [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares payable, value | $ 0 | $ 730,836 | |||||
Consulting Agreements [Member] | FYE 2019 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock shares vested | 1,319,000 | ||||||
Consulting Agreements [Member] | FYE 2020 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock shares vested | 2,400,000 | ||||||
Consulting Agreements [Member] | FYE 2021 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Common stock shares nonvested | 3,600,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Convertible note payable, gross | $ 633,167 | $ 1,065,000 |
Less unamortized discount | (57,148) | (111,781) |
Net balance | 576,019 | 953,219 |
Less current portion | (233,167) | (953,219) |
Convertible note payable, net | 267,152 | 0 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 295,000 | 600,000 |
Convertible notes payable 1 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 55,000 | 55,000 |
Convertible notes payable 2 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 0 | 50,000 |
Convertible notes payable 3 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 50,000 | 60,000 |
Convertible notes payable 4 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 125,000 | 125,000 |
Convertible notes payable 5 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 33,167 | 100,000 |
Convertible notes payable 6 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | $ 75,000 | $ 75,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Aug. 02, 2021 | Jul. 28, 2021 | Apr. 15, 2021 | Feb. 04, 2021 | Feb. 02, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | Oct. 15, 2020 | Jan. 15, 2020 | Jan. 15, 2020 | Mar. 07, 2019 | Jan. 28, 2021 | Jan. 30, 2020 | Jan. 22, 2019 | Mar. 31, 2020 | May 20, 2020 | Jul. 29, 2020 | Aug. 02, 2019 | Sep. 06, 2019 | Aug. 29, 2019 | Oct. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 21, 2020 | Jan. 02, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 120,000 | $ (16,205) | |||||||||||||||||||||||||
Accrued interest | 426,036 | 685,824 | |||||||||||||||||||||||||
Convertible notes payble outstanding | $ 576,019 | $ 953,219 | |||||||||||||||||||||||||
Warrant exercise price | $ 0.00084 | $ 0.01229 | $ 0.21 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 521,850 | $ 129,300 | |||||||||||||||||||||||||
Additional paid in capital warrants | 163,433 | ||||||||||||||||||||||||||
Convertible Promissory Noteholder - G [Member] | Equity Financing Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Number of shares converted | 7,200,000 | ||||||||||||||||||||||||||
Accrued interest | $ 5,177 | $ 5,177 | |||||||||||||||||||||||||
Convertible notes payable, face amount | 66,833 | $ 66,833 | |||||||||||||||||||||||||
GHS Investments [Member] | Equity Financing Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Accrued interest | 9,740 | 2,240 | |||||||||||||||||||||||||
Convertible debt outstanding | 75,000 | ||||||||||||||||||||||||||
Note A [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants issued | $ 44,297 | ||||||||||||||||||||||||||
Amortization of discount | $ 254,660 | $ 12,060 | |||||||||||||||||||||||||
Adjustment to retained earnings | $ 71 | $ 201 | |||||||||||||||||||||||||
Warrants issued | 384,615 | ||||||||||||||||||||||||||
Beneficial conversion feature | $ 300,000 | ||||||||||||||||||||||||||
Unamortized discount | 500,000 | $ 500,000 | |||||||||||||||||||||||||
Number of shares converted, Principal value | $ 80,000 | $ 75,000 | $ 50,000 | ||||||||||||||||||||||||
Number of shares converted | 8,000,000 | 7,500,000 | 5,000,000 | ||||||||||||||||||||||||
Conversion shares | 42,603,642 | 6,858,244 | |||||||||||||||||||||||||
Accrued interest | $ 131,036 | $ 85,824 | |||||||||||||||||||||||||
Unamortized discount | 45,340 | 1,978 | |||||||||||||||||||||||||
Interest Expense | 45,212 | 70,701 | |||||||||||||||||||||||||
Convertible notes payble outstanding | 295,000 | 600,000 | |||||||||||||||||||||||||
Note B [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Amortization of discount | $ 0 | 194 | |||||||||||||||||||||||||
Adjustment to retained earnings | $ 7 | ||||||||||||||||||||||||||
Warrants issued | 36,667 | ||||||||||||||||||||||||||
Number of shares converted, Principal value | $ 60,342 | ||||||||||||||||||||||||||
Number of shares converted | 78,864,418 | 75,426,918 | |||||||||||||||||||||||||
Accrued interest | $ 8,092 | $ 5,342 | |||||||||||||||||||||||||
Interest Expense | 2,750 | 2,758 | |||||||||||||||||||||||||
Convertible notes payable, face amount | $ 55,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.75 | $ 0.00084 | |||||||||||||||||||||||||
Warrant expiration date | Jan. 22, 2024 | ||||||||||||||||||||||||||
Convertible debt outstanding | 55,000 | 55,000 | |||||||||||||||||||||||||
Note C [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants issued | $ 28,793 | ||||||||||||||||||||||||||
Amortization of discount | 30,000 | 2,037 | |||||||||||||||||||||||||
Loss on extinguishment of debt | 10,000 | 18,360 | |||||||||||||||||||||||||
Adjustment to retained earnings | $ 46 | $ 131 | |||||||||||||||||||||||||
Warrants issued | 250,000 | ||||||||||||||||||||||||||
Number of shares converted, Principal value | $ 40,000 | $ 40,000 | |||||||||||||||||||||||||
Number of shares converted | 4,650,978 | 4,650,978 | |||||||||||||||||||||||||
Accrued interest | 0 | 6,050 | |||||||||||||||||||||||||
Unamortized discount | $ 30,000 | $ 30,000 | 0 | 0 | |||||||||||||||||||||||
Interest Expense | 460 | 6,686 | |||||||||||||||||||||||||
Convertible notes payble outstanding | 0 | 50,000 | |||||||||||||||||||||||||
Convertible notes payable, face amount | $ 50,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.30 | ||||||||||||||||||||||||||
[custom:WarrantsIssued-0] | 250,000 | ||||||||||||||||||||||||||
[custom:FairValueOfWarrantsIssued-0] | $ 12,646 | ||||||||||||||||||||||||||
Debt maturity date | Mar. 1, 2022 | ||||||||||||||||||||||||||
Number of shares converted, Accued Interest | $ 6,510 | ||||||||||||||||||||||||||
Note D [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Amortization of discount | 11,226 | 25,466 | $ 1,019 | ||||||||||||||||||||||||
Loss on extinguishment of debt | $ 10,000 | ||||||||||||||||||||||||||
Number of shares converted | 6,469,754 | 1,588,520 | |||||||||||||||||||||||||
Accrued interest | $ 14,698 | $ 6,768 | |||||||||||||||||||||||||
Unamortized discount | $ 30,000 | $ 30,000 | 4,534 | 0 | |||||||||||||||||||||||
Interest Expense | 6,115 | 7,070 | |||||||||||||||||||||||||
Convertible notes payble outstanding | 50,000 | 60,000 | |||||||||||||||||||||||||
Convertible notes payable, face amount | $ 120,000 | ||||||||||||||||||||||||||
Proceeds from convertible debt | 100,000 | ||||||||||||||||||||||||||
Debt maturity date | Mar. 1, 2022 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Note E [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Amortization of discount | $ 34,104 | 52,539 | |||||||||||||||||||||||||
Number of shares converted | 188,916,781 | ||||||||||||||||||||||||||
Accrued interest | $ 33,690 | 18,690 | |||||||||||||||||||||||||
Unamortized discount | 0 | 34,104 | |||||||||||||||||||||||||
Interest Expense | 15,000 | 15,051 | |||||||||||||||||||||||||
Convertible notes payble outstanding | 125,000 | 125,000 | |||||||||||||||||||||||||
Debt maturity date | Aug. 2, 2022 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 9 months 3 days | 2 years 6 months | |||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 1.60% | 1.60% | |||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate | 233.00% | 132.00% | |||||||||||||||||||||||||
Note F [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Amortization of discount | $ 1,925 | 25,484 | |||||||||||||||||||||||||
Number of shares converted, Principal value | $ 66,833 | ||||||||||||||||||||||||||
Number of shares converted | 7,200,000 | 3,487,893 | |||||||||||||||||||||||||
Accrued interest | $ 1,712 | 2,986 | |||||||||||||||||||||||||
Unamortized discount | 3,637 | 0 | |||||||||||||||||||||||||
Interest Expense | 3,903 | 742 | |||||||||||||||||||||||||
Convertible notes payble outstanding | $ 33,167 | 100,000 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | 3 months | |||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 1.40% | ||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate | 132.00% | ||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||
Note F [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 0.11% | ||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate | 459.00% | ||||||||||||||||||||||||||
Note F [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 0.39% | ||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate | 574.00% | ||||||||||||||||||||||||||
$100K Note [Member] | GHS Investments [Member] | Equity Financing Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt maturity date | Apr. 29, 2021 | ||||||||||||||||||||||||||
$75k Note [Member] | GHS Investments [Member] | Equity Financing Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt maturity date | Apr. 29, 2022 | ||||||||||||||||||||||||||
Note G [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Amortization of discount | $ 1,925 | 25,484 | |||||||||||||||||||||||||
Number of shares converted | 8,473,973 | ||||||||||||||||||||||||||
Unamortized discount | $ 3,637 | 0 | |||||||||||||||||||||||||
Interest Expense | 7,500 | 5,226 | |||||||||||||||||||||||||
Non Public Offering [Member] | Note A [Member] | Amendment No. 1 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants issued | 25,162 | ||||||||||||||||||||||||||
Amortization of discount | 23,956 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 221,232 | ||||||||||||||||||||||||||
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Single Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Adjustment to retained earnings | 70 | ||||||||||||||||||||||||||
Number of shares converted, Principal value | 63,092 | ||||||||||||||||||||||||||
Non Public Offering [Member] | Note D [Member] | Single Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Number of shares converted, Principal value | 64,698 | 68,582 | |||||||||||||||||||||||||
Non Public Offering [Member] | Note E [Member] | Single Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Number of shares converted, Principal value | 158,690 | ||||||||||||||||||||||||||
Non Public Offering [Member] | Note F [Member] | Single Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Number of shares converted, Principal value | 34,879 | ||||||||||||||||||||||||||
Non Public Offering [Member] | Notes F [Member] | Single Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Adjustment to retained earnings | $ 203,002 | ||||||||||||||||||||||||||
Non Public Offering [Member] | Note G [Member] | Single Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Number of shares converted, Principal value | 84,740 | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | 12% Senior Secured Convertible Notes [Member] | Two Investors [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Number of shares converted, Principal value | $ 10,000 | ||||||||||||||||||||||||||
Number of shares converted | 1,000,000 | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | 12% Senior Secured Convertible Notes [Member] | An Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants issued | $ 90,342 | $ 71,035 | |||||||||||||||||||||||||
Amortization of discount | $ 104,941 | ||||||||||||||||||||||||||
Warrants issued | 781,250 | 781,250 | |||||||||||||||||||||||||
Convertible notes payable, face amount | $ 125,000 | ||||||||||||||||||||||||||
Proceeds from convertible debt | $ 75,000 | $ 30,000 | $ 25,000 | ||||||||||||||||||||||||
Debt maturity date | Aug. 2, 2021 | ||||||||||||||||||||||||||
Debt stated interest rate | 12.00% | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | 12% Senior Secured Convertible Notes [Member] | Another Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants issued | $ 15,868 | ||||||||||||||||||||||||||
Amortization of discount | $ 10,378 | ||||||||||||||||||||||||||
Warrants issued | 175,000 | ||||||||||||||||||||||||||
Convertible notes payable, face amount | $ 105,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.00084 | ||||||||||||||||||||||||||
Proceeds from convertible debt | $ 25,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.20 | ||||||||||||||||||||||||||
Debt stated interest rate | 1000.00% | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | 12% Senior Secured Convertible Notes [Member] | Settlement and Mutual Release Agr [Member] | Another Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayment of convertible debt | $ 100,000 | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | Notes F [Member] | Another Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.00084 | ||||||||||||||||||||||||||
Default penalty, increase in principal balance | $ 26,250 | ||||||||||||||||||||||||||
Derivative liability | $ 159,888 | ||||||||||||||||||||||||||
Change of fair value of derivative liability | 114,051 | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | Notes F [Member] | Another Investor [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
[custom:ConversionPrice-0] | $ 0.0008 | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | Notes F [Member] | Another Investor [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
[custom:ConversionPrice-0] | $ 0.0073 | ||||||||||||||||||||||||||
Non Public Offering 2 [Member] | Notes F [Member] | Settlement and Mutual Release Agr [Member] | Another Investor [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 2,155 | ||||||||||||||||||||||||||
Repayment of convertible debt | $ 100,000 | ||||||||||||||||||||||||||
Additional paid in capital warrants | $ 1,609 | ||||||||||||||||||||||||||
Non Public Offering 3 [Member] | 12% Senior Secured Convertible Notes [Member] | Second Closing [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable, face amount | $ 35,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | ||||||||||||||||||||||||||
Warrant expiration date | May 20, 2025 | ||||||||||||||||||||||||||
Proceeds from convertible debt | $ 29,300 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details - Per share info) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders (basic) | $ (1,063,554) | $ (2,236,774) |
Shares used to compute net loss per common share, basic and diluted | 195,264,873 | 110,119,684 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.01) | $ (0.02) |
EARNINGS (LOSS) PER SHARE (De_2
EARNINGS (LOSS) PER SHARE (Details - Antidilutive Shares) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 331,684,858 | 282,462,834 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 2,868,397 | 2,868,397 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 328,816,461 | 273,594,437 |
Vested shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 0 | 2,400,000 |
Unvested shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 0 | 3,600,000 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | |
Debt Instrument [Line Items] | |||
Proceeds from loan | $ 36,700 | ||
Ppp Loan Current | $ 36,700 | ||
Other income | 10,000 | ||
PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loan | $ 0 | $ 36,700 | |
Debt instrument, interest rate | 1.00% |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Professional expense paid | $ 508,153 | $ 802,135 |
Shares issued, value | 532,500 | |
Officers And Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Professional expense paid | 7,182 | 0 |
Directors and Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Professional expense paid | 0 | 730,836 |
Shares issued, value | 349,657 | 728,892 |
Conversion of stock, amount issued | $ 1,062,986 | |
Conversion of stock, shares issued | 3,543,288 | |
Directors and Officers [Member] | Series A Supervoting [Member] | ||
Related Party Transaction [Line Items] | ||
Conversion of stock, amount issued | $ 415,350 | |
Conversion of stock, shares issued | 15,845 | |
Stockholder [Member] | ||
Related Party Transaction [Line Items] | ||
Amount due to stockholders | $ 1,000 | 1,000 |
Rent expense paid to stockholder | 3,000 | 3,000 |
Account payable - related parties | $ 750 | $ 16,500 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - non-vested shares) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Options non-vested outstanding, beginning balance | 3,600,000 | 6,000,000 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ 0.30 | $ 0.30 |
Options awarded | 0 | 0 |
Weighted Average Exercise Price, awarded | $ 0 | $ 0 |
Options vested | (3,600,000) | (2,400,000) |
Weighted Average Exercise Price, vested | $ 0.30 | $ 0.30 |
Options forfeited | 0 | 0 |
Weighted average exercise price, forfeited | $ 0 | $ 0 |
Options non-vested outstanding, ending balance | 0 | 3,600,000 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ 0.30 | $ 0.30 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Warrants) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Warrants outstanding, beginning balance | 3,043,397 | 1,627,532 | |
Outstanding, Weighted Average Exercise Price | $ 0.01229 | $ 0.21 | |
Weighted Average Remaining Contractual Life | 3 years 4 months 24 days | 4 years | 4 years 6 months |
Warrants issued | 0 | 43,082,532 | |
Issued, Weighted Average Exercise Price | $ 0 | $ 0.01 | |
Weighted Average Remaining Contractual Life, Issued | 4 years 4 months 24 days | ||
Warrants exercised | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Warrants expired/forfeited | (175,000) | (41,666,667) | |
Expired/Forfeited, Weighted Average Exercise Price | $ 0.20 | $ 0 | |
Warrants outstanding, ending balance | 2,868,397 | 3,043,397 | 1,627,532 |
Outstanding Weighted Average Exercise Price | $ 0.00084 | $ 0.01229 | $ 0.21 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Dec. 21, 2021 | Nov. 23, 2021 | Aug. 03, 2021 | Jul. 28, 2021 | Jun. 15, 2021 | May 20, 2021 | Apr. 15, 2021 | Apr. 02, 2021 | Mar. 16, 2021 | Feb. 26, 2021 | Feb. 04, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | Dec. 16, 2020 | Nov. 19, 2020 | Jan. 28, 2021 | Dec. 16, 2020 | Sep. 30, 2021 | Aug. 29, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 16, 2020 | Jul. 02, 2020 |
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Common stock, shares issued | 220,254,395 | 145,110,129 | |||||||||||||||||||||
Common stock, shares outstanding | 220,254,395 | 145,110,129 | |||||||||||||||||||||
StockIssuedDuringPeriodValueIssuedForServices | $ 8,700 | $ 685,351 | |||||||||||||||||||||
Common Stock Issued for Extension of Notes Payable | 11,125 | ||||||||||||||||||||||
[custom:CommonStockIssuedForFinancingCommitment] | |||||||||||||||||||||||
Proceeds from stock | 50,000 | $ 130,000 | |||||||||||||||||||||
Fair market value of the derivative liability | 54,223 | ||||||||||||||||||||||
Preferred stock dividend expense | 12,240 | ||||||||||||||||||||||
Preferred stock dividend payable | $ 12,743 | ||||||||||||||||||||||
Securities Purchase Agr [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 85,000 | ||||||||||||||||||||||
2017 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares authorized under the plan | 4,500,000 | ||||||||||||||||||||||
2019 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares authorized under the plan | 5,000,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, shares issued | 220,254,396 | 145,110,130 | |||||||||||||||||||||
Common stock, shares outstanding | 220,254,396 | 145,110,130 | |||||||||||||||||||||
Stock issued duriing period, shares | 35,500,000 | ||||||||||||||||||||||
StockIssuedDuringPeriodSharesIssuedForServices | 550,000 | 2,284,500 | |||||||||||||||||||||
StockIssuedDuringPeriodValueIssuedForServices | $ 550 | $ 2,285 | |||||||||||||||||||||
Common Stock Issued for Extension of Notes Payable, shares | 1,250,000 | 1,250,000 | |||||||||||||||||||||
Common Stock Issued for Extension of Notes Payable | $ 1,250 | ||||||||||||||||||||||
Common Stock Issued for Financing Commitment, shares | 1,800,000 | ||||||||||||||||||||||
[custom:CommonStockIssuedForFinancingCommitment] | $ 1,800 | ||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
StockIssuedDuringPeriodSharesIssuedForServices | 500,000 | ||||||||||||||||||||||
StockIssuedDuringPeriodValueIssuedForServices | $ 7,800 | ||||||||||||||||||||||
Stock Issued During Period Shares Share Based Compensation | 150,000 | ||||||||||||||||||||||
Shares Issued, Value Share Based Compensation | $ 1,800 | ||||||||||||||||||||||
Consultant 1 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
StockIssuedDuringPeriodSharesIssuedForServices | 50,000 | ||||||||||||||||||||||
StockIssuedDuringPeriodValueIssuedForServices | $ 900 | ||||||||||||||||||||||
Chief Executive [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period Shares Share Based Compensation | 1,500,000 | ||||||||||||||||||||||
Shares Issued, Value Share Based Compensation | $ 450,000 | ||||||||||||||||||||||
Chief Technology Officer [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
StockIssuedDuringPeriodSharesIssuedForServices | 843,288 | ||||||||||||||||||||||
StockIssuedDuringPeriodValueIssuedForServices | $ 252,986 | ||||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period Shares Share Based Compensation | 1,200,000 | ||||||||||||||||||||||
Shares Issued, Value Share Based Compensation | $ 360,000 | ||||||||||||||||||||||
Common Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued duriing period, shares | 10,200,000 | 8,900,000 | 8,400,000 | 8,000,000 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 153,000 | $ 133,500 | $ 126,000 | $ 120,000 | |||||||||||||||||||
Note C [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Convertible notes payable, face amount | $ 40,000 | $ 40,000 | |||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 6,510 | ||||||||||||||||||||||
Number of shares converted | 4,650,978 | 4,650,978 | |||||||||||||||||||||
Interest expense | 460 | 6,686 | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 30,000 | 2,037 | |||||||||||||||||||||
Note F [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Convertible notes payable, face amount | $ 66,833 | ||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 5,177 | ||||||||||||||||||||||
Number of shares converted | 7,200,000 | 3,487,893 | |||||||||||||||||||||
Common Stock Issued for Financing Commitment, shares | 1,800,000 | ||||||||||||||||||||||
[custom:CommonStockIssuedForFinancingCommitment] | $ 15,300 | ||||||||||||||||||||||
Interest expense | $ 3,903 | 742 | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 1,925 | 25,484 | |||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||
Expected term | 2 years 6 months | 3 months | |||||||||||||||||||||
Note A [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Convertible notes payable, face amount | $ 80,000 | $ 75,000 | $ 50,000 | ||||||||||||||||||||
Number of shares converted | 8,000,000 | 7,500,000 | 5,000,000 | ||||||||||||||||||||
Interest expense | $ 45,212 | 70,701 | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 254,660 | $ 12,060 | |||||||||||||||||||||
Note F And G [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common Stock Issued for Extension of Notes Payable | $ 11,125 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Preferred stock, shares issued | 25,896 | 25,845 | |||||||||||||||||||||
Preferred stock, shares outstanding | 25,896 | 25,845 | |||||||||||||||||||||
Series A Supervoting [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 15,600 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 600 | 600 | 600 | ||||||||||||||||||||
Preferred stock, par value | $ 1,200 | $ 1,200 | $ 0.001 | ||||||||||||||||||||
Preferred stock, shares issued | 155 | 155 | |||||||||||||||||||||
Preferred stock, shares outstanding | 155 | 155 | |||||||||||||||||||||
Derivative liability | $ 106,241 | $ 103,267 | 106,241 | $ 212,816 | $ 315,782 | ||||||||||||||||||
Loss on the derivative | 58,267 | ||||||||||||||||||||||
Interest expense | 1,700 | 39,000 | |||||||||||||||||||||
Mezzanine liability | 102,000 | 84,000 | 102,000 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 102,000 | $ 84,000 | |||||||||||||||||||||
Loss on change in fair market value of derivative liability | 67,008 | 48,683 | 39,266 | ||||||||||||||||||||
Sales commission | 10,080 | 1,160 | |||||||||||||||||||||
Dividend payable | $ 503 | $ 503 | $ 186,000 | $ 186,000 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Valuation ranging | $ 0.0184 | ||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 200.59% | ||||||||||||||||||||||
Risk-free interest rates | 0.39% | ||||||||||||||||||||||
Expected term | 5 months 15 days | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Exercise prices | $ 0.0141 | ||||||||||||||||||||||
Valuation ranging | $ 0.0063 | ||||||||||||||||||||||
Expected volatility | 431.65% | ||||||||||||||||||||||
Risk-free interest rates | 0.07% | ||||||||||||||||||||||
Expected term | 1 year 6 months | ||||||||||||||||||||||
Series B Convertible Preferred Stock 1 [Member] | Minimum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Exercise prices | $ 0.004 |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income Tax Expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred: | ||
Federal | $ (223,346) | $ (469,723) |
State | (51,582) | (108,484) |
Change in valuation allowance | 274,929 | 578,206 |
Income tax expense (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details - Reconci
INCOME TAXES (Details - Reconciliation) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory tax rate | 21.00% | 21.00% |
State taxes | 4.85% | 4.85% |
Other permanent items | 0.00% | 0.00% |
Valuation allowance | (25.85%) | (25.85%) |
Income tax expense | 0.00% | 0.00% |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred tax assets) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 1,465,996 | $ 1,287,319 |
Total gross deferred tax assets | 1,465,996 | 1,287,319 |
Less: valuation allowance | (1,465,996) | (1,287,319) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 8,340,000 | $ 7,481,000 |
Deferred tax assets valuation allowance | $ 1,465,996 | $ 1,287,319 |