Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 13, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 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 | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,756,676 | ||
Entity Common Stock, Shares Outstanding | 401,865,786 | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah | ||
Auditor Firm ID | 457 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 33,336 | $ 46,821 |
Accounts receivable, net | 28,941 | 11,280 |
Prepaid expenses | 7,773 | 7,773 |
Total Current Assets | 70,050 | 65,874 |
Note receivable, net of discount of $4,716 and $0 as of December 31, 2022 and 2021, respectively | 195,284 | 0 |
Intangible assets, net | 248,585 | 298,085 |
Total Assets | 513,919 | 363,959 |
Current Liabilities | ||
Accounts payable | 133,408 | 161,171 |
Accrued liabilities | 395,714 | 247,155 |
Deferred revenue | 31,425 | 46,425 |
Unearned interest | 5,151 | 0 |
Notes payable - current, net of discounts of $0 and $57,148 at December 31, 2022 and 2021, respectively | 363,167 | 233,167 |
Shares payable to related parties | 14,624 | 0 |
Salaries payable to related parties | 263,516 | 273,926 |
Derivative liabilities | 469,873 | 202,616 |
Total Current Liabilities | 1,676,878 | 1,164,460 |
Notes payable | 104,300 | 267,152 |
Due to stockholders | 1,000 | 1,000 |
Total Liabilities | 1,782,178 | 1,432,612 |
Commitments and Contingencies (Note 4) | ||
Series B Convertible Preferred Stock, 600 shares designated, $0.001 Par Value, $1,200 stated value; 454 shares and 206 shares issued and outstanding at December 31, 2022 and 2021, respectively. Liquidation preference $544,800 and $247,200 as of December 31, 2022 and 2021, respectively | 544,800 | 247,200 |
Stockholders' Equity (Deficit) | ||
Series A Preferred Stock, $0.001 par value, 10,000,000 Shares authorized; 25,845 shares issued and outstanding at December 31, 2022 and 2021, respectively | 26 | 26 |
Common Stock $0.001 Par Value, 1,000,000,000 shares authorized; 352,174,583 shares and 220,254,395 shares issued and outstanding at December 31, 2022 and 2020, respectively | 352,175 | 220,255 |
Additional paid in capital | 7,141,877 | 7,008,098 |
Accumulated deficit | (9,307,137) | (8,544,232) |
Total Stockholders' Equity (Deficit) | (1,813,059) | (1,315,853) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 513,919 | $ 363,959 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt discount | $ 4,716 | $ 0 |
Debt discount | $ 0 | $ 57,148 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, par value | $ 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 | 352,174,583 | 220,254,395 |
Common stock, shares outstanding | 352,174,583 | 220,254,395 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 600 | 600 |
Preferred stock, par value | $ 1,200 | $ 1,200 |
Preferred stock, shares issued | 454 | 206 |
Preferred stock, shares outstanding | 454 | 206 |
Preferred Stock, Liquidation Preference Per Share | $ 544,800 | $ 247,200 |
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 | 25,845 | 25,845 |
Preferred stock, shares outstanding | 25,845 | 25,845 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 88,904 | $ 11,280 |
Cost of Sales | 10,499 | 2,040 |
Gross Profit | 78,405 | 9,240 |
Operating Expenses | ||
General and administrative | 683,571 | 839,370 |
Amortization of intangible assets | 49,500 | 49,771 |
Total Operating Expenses | 733,071 | 889,141 |
Other Income (Expense) | ||
Gain (Loss) on change in FMV of derivative liability | 190,462 | 102,966 |
Loss on derivative | (200,519) | 0 |
Gain (loss) on extinguishment of debt | 0 | 120,000 |
Interest income | 17,634 | 0 |
Interest expense | (377,138) | (430,999) |
Other income | 0 | 46,700 |
Total Other Income (Expense) | (369,561) | (161,333) |
Net Loss Before Income Taxes | (1,024,227) | (1,041,234) |
Provision for Income Tax | 0 | 0 |
Net Loss | (1,024,227) | (1,041,234) |
Convertible Preferred Stock Dividend | (52,654) | (22,320) |
Net Loss Attributable to Common Stockholders | $ (1,076,881) | $ (1,063,554) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ 0 | $ (0.01) |
Earnings Per Share, Diluted | $ 0 | $ (0.01) |
Weighted Average Number of Shares Outstanding, Basic | 273,238,664 | 195,264,873 |
Weighted Average Number of Shares Outstanding, Diluted | 273,238,664 | 195,264,873 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2021 at Dec. 31, 2020 | $ 26 | $ 145,111 | $ 4,794,261 | $ (7,480,678) | $ (2,541,280) |
Beginning 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 | ||||
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 | ||||
Beneficial conversion feature discount on notes payable | 360,000 | 360,000 | |||
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 | ||||
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) | |||
Balance - December 31, 2022 at Dec. 31, 2021 | $ 26 | $ 220,255 | 7,008,098 | (8,544,232) | (1,315,853) |
Ending balance, shares at Dec. 31, 2021 | 25,845 | 220,254,395 | |||
Common stock issued for conversion of convertible note payable | $ 11,250 | 78,750 | 90,000 | ||
Common stock issued for conversion of convertible note payable, shares | 11,250,000 | ||||
Common stock issued for financing commitment | $ 120,570 | 436,495 | 557,065 | ||
Common Stock Issued for Financing Commitment, shares | 120,570,188 | ||||
Sales commissions paid on capital raise | (11,141) | (11,141) | |||
Common stock issued for services | $ 100 | 800 | 900 | ||
Common Stock Issued for Services, shares | 100,000 | ||||
Beneficial Conversion Feature Associated with Discounts | (371,125) | 313,976 | (57,149) | ||
Net loss | (1,076,881) | (1,076,881) | |||
Balance - December 31, 2022 at Dec. 31, 2022 | $ 26 | $ 352,175 | $ 7,141,877 | $ (9,307,137) | $ (1,813,059) |
Ending balance, shares at Dec. 31, 2022 | 25,845 | 352,174,583 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (1,076,881) | $ (1,063,554) |
Adjustments to reconcile net loss to net cash (used) by operating activities | ||
Stock compensation expense for services | 900 | 0 |
Discount on note receivable | 4,716 | 0 |
Forgiveness of PPP Loan | 0 | (36,700) |
Debt discount on notes payable | 0 | (129,380) |
Amortization of beneficial conversion feature | 0 | 360,000 |
Amortization of Intangible Assets | 49,500 | 49,771 |
Increase (Decrease) in: | ||
Accounts receivable | (17,661) | (11,280) |
Prepaid expense | 0 | (5,346) |
Accounts payable | (27,763) | (8,743) |
Accrued liabilities | 148,558 | 110,789 |
Derivative liability | 267,257 | (102,966) |
Unearned interest | 5,151 | 0 |
Deferred revenue | (15,000) | 0 |
Shares payable to related parties | 14,624 | 342,650 |
Salaries payable to related parties | (10,410) | (133,345) |
Net Cash Used by Operating Activities | (657,009) | (628,103) |
Cash Flows from Investing Activities | ||
Cash paid for note receivable | (200,000) | 0 |
Net Cash used in Investing Activities | (200,000) | 0 |
Cash Flows From Financing Activities | ||
Cash received from Convertible Note Payable | 545,924 | 470,850 |
Proceeds from sale of Series B Preferred Stock | 297,600 | 101,000 |
Net Cash Provided By Financing Activities | 843,524 | 571,850 |
Net Decrease in Cash and Cash Equivalents | (13,485) | (56,253) |
Cash and Cash Equivalents - Beginning of Period | 46,821 | 103,074 |
Cash and Cash Equivalents - End of Period | 33,336 | 46,821 |
Supplement Disclosures of Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Discount on notes payable | 32,852 | 26,833 |
Conversion of convertible notes payable and derivative liabilities | 90,000 | 288,029 |
Warrant anti-dilution issuance | 0 | 203,597 |
Discount on Series B Convertible Preferred Stock | $ 297,600 | $ 247,200 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 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, 2022 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, 2022 and 2021, 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 and reported a net loss of $ 1,076,881 657,009 9,307,137 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, 2022 | |
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 $ 33,336 46,821 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. At December 31, 2022 and December 31, 2021, the Company had 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, accounts receivable, prepaid expenses, note receivable, 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 Effective January 1, 2022, we early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity 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) 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, 2022 | |
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, 2022 and 2021, amounted to $ 248,585 298,085 Schedule of intangible assets December 31, 2022 December 31, 2021 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (246,415 ) (196,915 ) Intangible Assets, net $ 248,585 $ 298,085 The Company determined that none of its intangible assets were impaired at December 31, 2022 and 2021, respectively. 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 $ 49,500 49,771 The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2022: Schedule of future amortization Amortization expense 2023 $ 49,500 2024 49,500 2025 49,500 2026 49,500 Thereafter 50,585 Total $ 248,585 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
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 2017 Stock Incentive Plan and 2019 Stock Incentive Plans. All the consulting agreements have been terminated and shares have been issued in conjunction with the related separation agreements. According to the terms of the agreements, 3,547,788 3,080,000 2,980,000 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. On March 18, 2022, the Company adopted 2022 Stock Incentive Plan and reserved for issuance 20,000,000 Employment Agreement - CEO On June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO an aggregate of 7,000,000 1,500,000 2,500,000 3,000,000 142,424 1 28,082 Employment Agreement – COO/Interim CFO On June 2, 2022, the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the COO/Interim CFO an aggregate of 7,000,000 1,500,000 2,500,000 3,000,000 The shares are valued at the 90% of the average market price of the shares of 30 trading days at the end of each quarter. 121,092 145,844 Consulting Agreement – CTO Effective March 31, 2021, the Company entered into a Termination Agreement (the “ Termination Agreement 11,144 130,451 843,288 0 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and December 31, 2021, respectively. Schedule of convertible notes payable December 31, 2022 December 31, 2021 A $ 205,000 $ 295,000 B 55,000 55,000 D 50,000 50,000 E. 125,000 125,000 F 33,167 33,167 G 75,000 75,000 543,167 633,167 Less deferred financing costs (75,700 ) (75,700 ) Less Unamortized discount – (57,158 ) Net balance 467,467 500,319 Less current portion (363,167 ) (233,167 ) Long term portion $ 104,300 $ 267,152 A. January 18, 2018 Convertible Note and Warrants (“Note A”) 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. 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 90,000 11,250,000 0.008 The conversion shares totaled 45,608,457 42,603,642 364,868 426,036 The Company amortized the beneficial conversion feature discount to interest expense of $ 0 254,660 0 45,340 28,832 45,212 159,868 131,036 The principal balance payable on Note A amounted to $ 205,000 295,000 B. January 2019 Convertible Note and Warrants (“Note B”) Effective March 1, 2021, the noteholder of Note B agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022, and all prior Events of Default (as defined in the Note B) including penalties were waived, and all other terms of the Note B remain the same (Note 9). On April 6, 2022, the Noteholder of Note B agreed to extend the maturity date of the Note B to March 1, 2024. The unpaid principal balance of the Note B and accrued interest is $ 55,000 10,842 55,000 8,092 2,750 2,750 82,301,918 78,864,418 65,842 63,092 D. March 2019 Convertible Note and Warrants (“Note D”) 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 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 D) including penalties of $10,000 were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. O 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. 30,000 50,000 0 25,466 0 4,534 6,000 6,115 20,698 14,698 50,000 50,000 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 The conversion shares of Note D totaled 8,837,192 6,469,754 70,698 64,698 E. August 2019 Convertible Note and Warrants (“Note E”) 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, 2024. All other terms and conditions of the Note E remain the same. The Company adopted ASU 2020-06 in 2022 eliminating the use of beneficial conversion feature, hence no beneficial conversion feature expense was recorded for 2022 extensions. The Company amortized the debt discount on Note E to interest expense of $ 0 34,104 0 15,000 15,000 48,690 33,690 125,000 125,000 217,112,620 188,916,781 173,690 158,690 F. August 29, 2019 Convertible Note and Warrants (“Note F”) On February 1, 2021, the noteholder of Note F converted the principal balance of $ 66,833 5,177 7,200,000 3,637 1,925 0 3,637 3,317 3,903 5,029 1,712 33,167 G . July 2020 Equity Financing Arrangement (“Note G”) As of December 31, 2022 and 2021, the unpaid principal balance of Note G was $ 75,000 17,240 9,740 7,500 7,500 3,637 1,925 0 3,637 9,317,144 8,473,973 92,240 84,740 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
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 years ended December 31, 2022 and 2021: Schedule of earnings per share Year ended 2022 2021 Net loss attributable to common stockholders (basic) $ (1,076,881 ) $ (1,063,554 ) Shares used to compute net loss per common share, basic and diluted 273,238,664 195,264,873 Net loss per share attributable to common stockholders, basic and diluted $ (0.00 ) $ (0.01 ) 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, 2022 and 2021, respectively, because their inclusion would be anti-dilutive: Schedule of antidilutive shares As of December 31, 2022 2021 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 366,996,915 328,816,461 Total anti-dilutive common stock equivalents 369,865,312 331,684,858 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 12 Months Ended |
Dec. 31, 2022 | |
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 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, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 - RELATED PARTIES At December 31, 2022 and 2021, 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, 2022 and 2021, rent expense earned by the stockholder amounted to $ 3,000 3,000 250 750 The Company awarded shares payable to officers and a director valued at $ 13,941 349,657 13,941 0 1,062,986 3,543,288 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
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 0.001 352,174,583 220,254,395 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. From February 26, 2021 to December 31, 2021, the investor purchased 35,500,000 532,500 120,570,188 557,065 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 On February 23, 2022, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 100,000 900 On May 23, 2022, the noteholder of Note A converted $ 90,000 11,250,000 As a result of all common stock issuances, the Company recorded 352,174,583 220,254,396 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 On March 18, 2022, the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “2022 Plan”). Awards may be made under the 2022 Plan for up to 20,000,000 7,000,000 7,000,000 300,000 0 14,300,000 For the year ended December 31, 2022, under the 2022 Plan, the Company recorded stock compensation expense of $ 14,624 2,568,493 The shares earned are valued at the 90% of the average market price of the shares of 30 trading days at the end of each quarter. 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 at December 31, 2022 and 2021 and changes during the year then ended, is presented below: Summary of non-vested shares 2017 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 4,500,000 $ – Balance – December 31, 2020 1,504,500 $ 0.30 Awarded and issued 2,043,288 0.30 Vested (3,547,788 ) – Forfeited – – Balance at December 31, 2021 – 0.30 Awarded and issued – – Vested – – Forfeited – – Balance at December 31, 2022 – $ 0.30 Unvested common shares - December 31, 2022 – 2019 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 5,000,000 $ – Balance - December 31, 2020 780,000 $ 0.30 Awarded and issued 2,200,000 0.30 Vested (2,980,000 ) – Forfeited – – Balance at December 31, 2021 – 0.30 Awarded and issued 100,000 – Vested (100,000 ) – Forfeited – – Balance at December 31, 2022 – $ 0.30 Unvested common shares - December 31, 2022 – 2022 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 20,000,000 $ – Balance at December 31, 2021 – $ – Awarded 14,300,000 0.006146 Vested – – Forfeited – – Balance at December 31, 2022 14,300,000 $ – Unvested common shares - December 31, 2022 14,300,000 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. The total fair value of shares compensation recognized during the years ended December 31, 2022 and 2021, was $0 and $351,457, respectively. On October 1, 2022, the Company cancelled 51 51,000 51,000 The Company did not issue any Series A Supervoting Convertible Preferred Stock during the years ended December 31, 2022 and 2021, respectively. The Company reported 25,845 shares of Series A Supervoting Convertible Preferred Stock issued and outstanding at December 31, 2022 and December 31, 2021, 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. 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 December 20, 2021 On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 1,000 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 52,789 9,200 7,565 7,565 52,789 61,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.0060, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 208.19%, risk-free interest rates ranging from 0.91% to 4.737%, and an expected term of 1.50 years. February 7, 2022 On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 1,000 On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 14,025 10,200 10,200 51,000 12,234 6,579 6,579 52,789 61,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.09% to 4.73%, and an expected term of 1.35 to 1.5 years. March 24, 2022 On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 2,720 On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 192,422 27,200 27,200 136,000 187,650 15,131 15,131 140,772 163,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.0183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.55% to 4.73%, and an expected term of 1.48 to 1.5 years. November 17, 2022 On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 1,220 On November 17, 2022 (the date of receipt of cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 54,072 6,928 12,200 12,200 61,000 9,069 1,059 1,059 63,140 73,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0020 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 179.98%, risk-free interest rates ranging from 4.68% to 4.73%, and an expected term of 1.5 years. As a result of issuance of derivative instruments, the Company recorded a derivative liability of $ 469,873 202,616 544,800 247,200 Warrants A summary of the status of the Company’s warrants as of December 31, 2022 and 2021 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, 2020 3,043,397 $ 0.01229 3.4 Issued – – Expired/Forfeited (175,000 ) 0.20 Outstanding at December 31, 2021 2,868,397 $ 0.01229 2.4 Issued – – Exercised – – Expired/Forfeited – – Outstanding at December 31, 2022 2,868,397 $ 0.00084 1.4 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES Income tax expense for the year ended December 31, 2022 and 2021 is summarized as follows: Schedule of components of income tax expense (benefit) December 31, December 31, Deferred: Federal $ (226,145 ) $ (223,346 ) State (52,229 ) (51,582 ) Change in valuation allowance 278,374 274,929 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 (0.24)% 2.50% Valuation allowance -25.61% -28.35% Income tax expense – – The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows: Schedule of deferred tax assets and liabilities December 31, December 31, Deferred tax assets: Net operating loss carry forward $ 2,405,788 $ 2,130,588 Total gross deferred tax assets 2,405,788 2,130,588 Less: valuation allowance (2,405,788 ) (2,130,588 ) 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. At December 31, 2022 and 2021, the Company had accumulated net operating losses of approximately $ 9,307,000 8,242,000 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, 2022, tax years 2021, 2020, and 2019 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, 2022 | |
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 January 16, 2023, the Company issued 10,650,921 shares of common stock to GHS Investments, LLC for a cash consideration of $16,557. The Company paid a sales commission of $331. On February 6, 2023, the Company issued 16,854,990 shares of common stock to GHS Investments, LLC for a cash consideration of $27,581. The Company paid a sales commission of $552. On February 10, 2023, the Company issued 50,000 shares of common stock under 2019 Plan to an employee for past services. The shares were valued at the fair value of common stock on the date of issuance. On February 21, 2023, the Company issued 100,000 shares of common stock under 2019 Plan to an advisor of the Company. The shares were valued at their fair value on the date of issuance. On February 22, 2023, the Company issued 4,097,453 shares of common stock to GHS Investments, LLC for a cash consideration of $10,057. The Company paid a sales commission of $201. On March 13, 2023, the Company issued 100,000 shares of common stock under 2019 Plan to an advisor of the Company. The shares were valued at their fair value on the date of issuance. On March 23, 2023, the noteholder of Convertible Promissory Note F elected to convert $27,814 of the principal amount of the note and accrued and unpaid interest of $7,186 into 17,837,838 shares of common stock at the conversion price of $0.00185 per share. On April 1, 2023, pursuant to their respective employment agreements, 1,500,000 shares of common stock previously awarded to each of the Company’s CEO and COO vested. As of the date of this filing, the Company is in default with the terms of the Notes A and D, which matured for payment on March 1, 2023. The Company is negotiating with the noteholders to extend the maturity date to cure the default. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 33,336 46,821 |
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. At December 31, 2022 and December 31, 2021, the Company had 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, accounts receivable, prepaid expenses, note receivable, 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 Effective January 1, 2022, we early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity 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) 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, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31, 2022 December 31, 2021 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (246,415 ) (196,915 ) Intangible Assets, net $ 248,585 $ 298,085 |
Schedule of future amortization | Schedule of future amortization Amortization expense 2023 $ 49,500 2024 49,500 2025 49,500 2026 49,500 Thereafter 50,585 Total $ 248,585 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable December 31, 2022 December 31, 2021 A $ 205,000 $ 295,000 B 55,000 55,000 D 50,000 50,000 E. 125,000 125,000 F 33,167 33,167 G 75,000 75,000 543,167 633,167 Less deferred financing costs (75,700 ) (75,700 ) Less Unamortized discount – (57,158 ) Net balance 467,467 500,319 Less current portion (363,167 ) (233,167 ) Long term portion $ 104,300 $ 267,152 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share Year ended 2022 2021 Net loss attributable to common stockholders (basic) $ (1,076,881 ) $ (1,063,554 ) Shares used to compute net loss per common share, basic and diluted 273,238,664 195,264,873 Net loss per share attributable to common stockholders, basic and diluted $ (0.00 ) $ (0.01 ) |
Schedule of antidilutive shares | Schedule of antidilutive shares As of December 31, 2022 2021 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 366,996,915 328,816,461 Total anti-dilutive common stock equivalents 369,865,312 331,684,858 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of non-vested shares | Summary of non-vested shares 2017 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 4,500,000 $ – Balance – December 31, 2020 1,504,500 $ 0.30 Awarded and issued 2,043,288 0.30 Vested (3,547,788 ) – Forfeited – – Balance at December 31, 2021 – 0.30 Awarded and issued – – Vested – – Forfeited – – Balance at December 31, 2022 – $ 0.30 Unvested common shares - December 31, 2022 – 2019 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 5,000,000 $ – Balance - December 31, 2020 780,000 $ 0.30 Awarded and issued 2,200,000 0.30 Vested (2,980,000 ) – Forfeited – – Balance at December 31, 2021 – 0.30 Awarded and issued 100,000 – Vested (100,000 ) – Forfeited – – Balance at December 31, 2022 – $ 0.30 Unvested common shares - December 31, 2022 – 2022 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 20,000,000 $ – Balance at December 31, 2021 – $ – Awarded 14,300,000 0.006146 Vested – – Forfeited – – Balance at December 31, 2022 14,300,000 $ – Unvested common shares - December 31, 2022 14,300,000 |
Summary of warrant activity | Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2020 3,043,397 $ 0.01229 3.4 Issued – – Expired/Forfeited (175,000 ) 0.20 Outstanding at December 31, 2021 2,868,397 $ 0.01229 2.4 Issued – – Exercised – – Expired/Forfeited – – Outstanding at December 31, 2022 2,868,397 $ 0.00084 1.4 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 $ (226,145 ) $ (223,346 ) State (52,229 ) (51,582 ) Change in valuation allowance 278,374 274,929 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 (0.24)% 2.50% Valuation allowance -25.61% -28.35% 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 $ 2,405,788 $ 2,130,588 Total gross deferred tax assets 2,405,788 2,130,588 Less: valuation allowance (2,405,788 ) (2,130,588 ) 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, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Working Capital | $ 1,076,881 | |
Net Cash Provided by (Used in) Operating Activities | 657,009 | $ 628,103 |
Retained Earnings (Accumulated Deficit) | $ 9,307,137 | $ 8,544,232 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents | $ 33,336 | $ 46,821 |
Allowance for doubtful accounts | 0 | 0 |
Cash in excess of FDIC insurance | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | $ 495,000 | $ 495,000 |
Accumulated amortization | (246,415) | (196,915) |
Intangible Assets, net | $ 248,585 | $ 298,085 |
INTANGIBLE ASSETS (Details - Es
INTANGIBLE ASSETS (Details - Estimated future amortization expense) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 49,500 |
2024 | 49,500 |
2025 | 49,500 |
2026 | 49,500 |
Thereafter | 50,585 |
Total | $ 248,585 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Net | $ 248,585 | $ 298,085 |
Amortization expense | $ 49,500 | $ 49,771 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 01, 2025 | Apr. 01, 2024 | Apr. 01, 2023 | Jun. 02, 2022 | Mar. 18, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Accrued expenses | $ 395,714 | $ 247,155 | |||||||
Consulting Agreement [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock issued for past services | 843,288 | ||||||||
Chief Executive Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Salaries payable | 142,424 | 1 | |||||||
Chief Operating Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Salaries payable | 121,092 | 145,844 | |||||||
Chief Technology Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Salaries payable | $ 0 | $ 0 | |||||||
Chief Technology Officer [Member] | Termination Agreement [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Reimbursable expenses | $ 11,144 | ||||||||
Accrued expenses | $ 130,451 | ||||||||
2017 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 3,547,788 | ||||||||
2019 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 3,080,000 | 2,980,000 | |||||||
2022 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 20,000,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 20,000,000 | ||||||||
2022 Stock Incentive Plan [Member] | Chief Executive Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock granted | 7,000,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 3,000,000 | 2,500,000 | 1,500,000 | ||||||
2019 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 5,000,000 | ||||||||
2019 Stock Incentive Plan [Member] | April 12023 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,500,000 | ||||||||
2019 Stock Incentive Plan [Member] | April 12024 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 2,500,000 | ||||||||
2019 Stock Incentive Plan [Member] | April 12025 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 3,000,000 | ||||||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 7,000,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible Notes Payable | $ 543,167 | $ 633,167 |
Deferred financing costs | (75,700) | (75,700) |
Less unamortized discount | 0 | (57,158) |
Convertible Notes Payable Net | 467,467 | 500,319 |
Convertible Notes Payable, Current | (363,167) | (233,167) |
Convertible Notes Payable, Noncurrent | 104,300 | 267,152 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 205,000 | 295,000 |
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 | 50,000 | 50,000 |
Convertible notes payable 3 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 125,000 | 125,000 |
Convertible Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 33,167 | 33,167 |
Convertible Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | $ 75,000 | $ 75,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 28, 2021 | Apr. 15, 2021 | Feb. 04, 2021 | Feb. 02, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | May 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 14, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Accrued interest | $ 364,868 | $ 426,036 | ||||||||
Unamortized discount | 0 | 57,158 | ||||||||
Convertible Notes Payable | $ 543,167 | $ 633,167 | ||||||||
Note A [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Beneficial conversion feature | $ 300,000 | |||||||||
Unamortized discount | 500,000 | |||||||||
Number of shares converted, Principal value | $ 80,000 | $ 75,000 | $ 50,000 | $ 90,000 | ||||||
Number of shares converted | 8,000,000 | 7,500,000 | 5,000,000 | 11,250,000 | ||||||
Conversion price | $ 0.008 | |||||||||
Conversion shares | 45,608,457 | 42,603,642 | ||||||||
Accrued interest | $ 159,868 | $ 131,036 | ||||||||
Amortization of discount | 0 | 254,660 | ||||||||
Unamortized discount | 0 | 45,340 | ||||||||
Interest Expense, Debt | 28,832 | 45,212 | ||||||||
Convertible Notes Payable | $ 205,000 | $ 295,000 | ||||||||
Note B [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted | 82,301,918 | 78,864,418 | ||||||||
Accrued interest | $ 10,842 | $ 8,092 | ||||||||
Interest Expense, Debt | 2,750 | 2,750 | ||||||||
Convertible debt outstanding | 55,000 | 55,000 | ||||||||
12% Senior Secured Convertible Notes [Member] | Single Investor [Member] | Non Public Offering [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted, Principal value | $ 65,842 | $ 63,092 | ||||||||
Note D [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Beneficial conversion feature | 30,000 | |||||||||
Unamortized discount | $ 50,000 | |||||||||
Number of shares converted | 8,837,192 | 6,469,754 | ||||||||
Conversion price | $ 0.008 | |||||||||
Accrued interest | $ 20,698 | $ 14,698 | ||||||||
Amortization of discount | 0 | 25,466 | ||||||||
Unamortized discount | 0 | 4,534 | ||||||||
Interest Expense, Debt | 6,000 | 6,115 | ||||||||
Convertible Notes Payable | 50,000 | 50,000 | ||||||||
Note D [Member] | Single Investor [Member] | Non Public Offering [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted, Principal value | $ 70,698 | $ 64,698 | ||||||||
Note E [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted | 217,112,620 | 188,916,781 | ||||||||
Accrued interest | $ 48,690 | $ 33,690 | ||||||||
Amortization of discount | 0 | 34,104 | ||||||||
Unamortized discount | 0 | 0 | ||||||||
Interest Expense, Debt | 15,000 | 15,000 | ||||||||
Convertible Notes Payable | 125,000 | 125,000 | ||||||||
Note E [Member] | Single Investor [Member] | Non Public Offering [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted, Principal value | 173,690 | 158,690 | ||||||||
Note F [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted, Principal value | $ 66,833 | |||||||||
Number of shares converted | 7,200,000 | 7,200,000 | ||||||||
Accrued interest | $ 5,177 | $ 5,177 | 5,029 | 1,712 | ||||||
Amortization of discount | 3,637 | 1,925 | ||||||||
Unamortized discount | 0 | 3,637 | ||||||||
Interest Expense, Debt | 3,317 | 3,903 | ||||||||
Convertible Notes Payable | $ 33,167 | $ 33,167 | ||||||||
Face amount | $ 66,833 | $ 66,833 | ||||||||
Note G [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted | 9,317,144 | 8,473,973 | ||||||||
Accrued interest | $ 17,240 | $ 9,740 | ||||||||
Amortization of discount | 3,637 | 1,925 | ||||||||
Unamortized discount | 0 | 3,637 | ||||||||
Interest Expense, Debt | 7,500 | 7,500 | ||||||||
Convertible debt outstanding | 75,000 | 75,000 | ||||||||
Note G [Member] | Single Investor [Member] | Non Public Offering [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares converted, Principal value | $ 92,240 | $ 84,740 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details - Per share info) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders (basic) | $ (1,076,881) | $ (1,063,554) |
Weighted Average Number of Shares Outstanding, Basic | 273,238,664 | 195,264,873 |
Weighted Average Number of Shares Outstanding, Diluted | 273,238,664 | 195,264,873 |
Earnings Per Share, Basic | $ 0 | $ (0.01) |
Earnings Per Share, Diluted | $ 0 | $ (0.01) |
EARNINGS (LOSS) PER SHARE (De_2
EARNINGS (LOSS) PER SHARE (Details - Antidilutive Shares) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 369,865,312 | 331,684,858 |
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 | 366,996,915 | 328,816,461 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | 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 | $ 36,700 | ||
Debt instrument, interest rate | 1% |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Amount due to stockholders | $ 1,000 | $ 1,000 |
Shares issued, value | 532,500 | |
Directors and Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Shares issued, value | 13,941 | 349,657 |
Professional expense paid | 13,941 | 0 |
Conversion of stock, amount issued | $ 1,062,986 | |
Conversion of stock, shares issued | 3,543,288 | |
Stockholder [Member] | ||
Related Party Transaction [Line Items] | ||
Amount due to stockholders | 1,000 | $ 1,000 |
Rent expense paid to stockholder | 3,000 | 3,000 |
Rent payable | $ 250 | $ 750 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - non-vested shares) | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
2017 Stock Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Authorized shares | 4,500,000 | |
Options non-vested outstanding, beginning balance | 0 | 1,504,500 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0.30 | $ 0.30 |
Options awarded | 0 | 2,043,288 |
Weighted Average Exercise Price, awarded | $ / shares | $ 0 | $ 0.30 |
Options vested | 0 | (3,547,788) |
Weighted Average Exercise Price, vested | $ / shares | $ 0 | $ 0 |
Options forfeited | 0 | 0 |
Weighted average exercise price, forfeited | $ / shares | $ 0 | $ 0 |
Options vested | 0 | 3,547,788 |
Options non-vested outstanding, ending balance | 0 | 0 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0.30 | $ 0.30 |
Unvested common shares | 0 | |
2019 Stock Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Authorized shares | 5,000,000 | |
Options non-vested outstanding, beginning balance | 0 | 780,000 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0.30 | $ 0.30 |
Options awarded | 100,000 | 2,200,000 |
Weighted Average Exercise Price, awarded | $ / shares | $ 0 | $ 0.30 |
Options vested | (100,000) | (2,980,000) |
Weighted Average Exercise Price, vested | $ / shares | $ 0 | $ 0 |
Options forfeited | 0 | |
Weighted average exercise price, forfeited | $ / shares | $ 0 | $ 0 |
Options vested | 100,000 | 2,980,000 |
Options non-vested outstanding, ending balance | 0 | 0 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0.30 | $ 0.30 |
Unvested common shares | 0 | |
Plan 2022 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Authorized shares | 20,000,000 | |
Options non-vested outstanding, beginning balance | 0 | |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0 | |
Options awarded | 14,300,000 | |
Weighted Average Exercise Price, awarded | $ / shares | $ 0.006146 | |
Options vested | 0 | |
Weighted Average Exercise Price, vested | $ / shares | $ 0 | |
Options forfeited | 0 | |
Weighted average exercise price, forfeited | $ / shares | $ 0 | |
Options vested | 0 | |
Options non-vested outstanding, ending balance | 14,300,000 | 0 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0 | $ 0 |
Unvested common shares | 14,300,000 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Warrants) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Warrants outstanding, beginning balance | 2,868,397 | 3,043,397 | |
Outstanding, Weighted Average Exercise Price | $ 0.01229 | $ 0.01229 | |
Weighted Average Remaining Contractual Life | 1 year 4 months 24 days | 2 years 4 months 24 days | 3 years 4 months 24 days |
Warrants issued | 0 | 0 | |
Issued, Weighted Average Exercise Price | $ 0 | $ 0 | |
Warrants expired/forfeited | 0 | (175,000) | |
Expired/Forfeited, Weighted Average Exercise Price | $ 0 | $ 0.20 | |
Warrants exercised | 0 | ||
Warrants expired/forfeited | 0 | 175,000 | |
Warrants outstanding, ending balance | 2,868,397 | 2,868,397 | 3,043,397 |
Outstanding Weighted Average Exercise Price | $ 0.00084 | $ 0.01229 | $ 0.01229 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Nov. 17, 2022 | Oct. 03, 2022 | Sep. 30, 2022 | Mar. 24, 2022 | Feb. 23, 2022 | Feb. 07, 2022 | Dec. 21, 2021 | Dec. 20, 2021 | Nov. 23, 2021 | Jul. 28, 2021 | Jun. 15, 2021 | May 20, 2021 | Apr. 15, 2021 | Apr. 02, 2021 | Feb. 26, 2021 | Feb. 04, 2021 | Feb. 02, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | Dec. 31, 2022 | May 23, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 16, 2020 | Jul. 02, 2020 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Common stock, shares outstanding | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 220,254,395 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 900 | $ 8,700 | ||||||||||||||||||||||||||
Common Stock Issued for Extension of Notes Payable | 11,125 | |||||||||||||||||||||||||||
[custom:CommonStockIssuedForFinancingCommitment] | $ 557,065 | |||||||||||||||||||||||||||
Common stock, shares issued | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 220,254,395 | ||||||||||||||||||||||
Number of shares cancelled, value | $ 532,500 | |||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 297,600 | 101,000 | ||||||||||||||||||||||||||
Derivative liability | $ 469,873 | $ 469,873 | $ 469,873 | $ 469,873 | $ 469,873 | $ 202,616 | ||||||||||||||||||||||
2017 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Shares authorized under the plan | 4,500,000 | 4,500,000 | 4,500,000 | 4,500,000 | 4,500,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 0 | 2,043,288 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 0 | 3,547,788 | ||||||||||||||||||||||||||
2019 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Shares authorized under the plan | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 100,000 | 2,200,000 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 100,000 | 2,980,000 | ||||||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Shares authorized under the plan | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 300,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 0 | |||||||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | Officer [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 7,000,000 | |||||||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | Director [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 7,000,000 | |||||||||||||||||||||||||||
Plan 2022 [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Shares authorized under the plan | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 14,300,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 0 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 220,254,396 | ||||||||||||||||||||||
Stock issued duriing period, shares | 35,500,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | 550,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 100 | $ 550 | ||||||||||||||||||||||||||
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 | 120,570,188 | 1,800,000 | ||||||||||||||||||||||||||
[custom:CommonStockIssuedForFinancingCommitment] | $ 120,570 | $ 1,800 | ||||||||||||||||||||||||||
Common stock, shares issued | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 352,174,583 | 220,254,396 | ||||||||||||||||||||||
Number of shares cancelled, value | $ 35,500 | |||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | 500,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 900 | $ 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] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 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 | |||||||||||||||||||||||||||
Officer Advisor And Director [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Stock compensation expense | $ 14,624 | |||||||||||||||||||||||||||
Shares payable | 2,568,493 | 2,568,493 | 2,568,493 | 2,568,493 | 2,568,493 | |||||||||||||||||||||||
Chief Technology Officer [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 843,288 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 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 | 35,500,000 | 120,570,188 | ||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 532,500 | $ 557,065 | ||||||||||||||||||||||||||
Note C [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Number shares converted, Value | $ 40,000 | |||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 6,510 | |||||||||||||||||||||||||||
Number of shares converted | 4,650,978 | |||||||||||||||||||||||||||
Note F [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Number shares converted, Value | $ 66,833 | |||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 5,177 | |||||||||||||||||||||||||||
Number of shares converted | 7,200,000 | 7,200,000 | ||||||||||||||||||||||||||
Common Stock Issued for Financing Commitment, shares | 1,800,000 | |||||||||||||||||||||||||||
[custom:CommonStockIssuedForFinancingCommitment] | $ 15,300 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 3,637 | 1,925 | ||||||||||||||||||||||||||
Note A [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Number shares converted, Value | $ 80,000 | $ 75,000 | $ 50,000 | $ 90,000 | ||||||||||||||||||||||||
Number of shares converted | 8,000,000 | 7,500,000 | 5,000,000 | 11,250,000 | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 254,660 | ||||||||||||||||||||||||||
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 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 25,845 | 25,845 | 25,845 | 25,845 | 25,845 | 25,845 | ||||||||||||||||||||||
Stock Redeemed or Called During Period, Shares | 51 | |||||||||||||||||||||||||||
Number of shares cancelled, value | $ 51,000 | |||||||||||||||||||||||||||
Common Stock [Member] | Note A [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Number shares converted, Value | $ 90,000 | |||||||||||||||||||||||||||
Number of shares converted | 11,250,000 | |||||||||||||||||||||||||||
Series A Supervoting [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 15,600 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Number of shares cancelled, value | $ 51,000 | |||||||||||||||||||||||||||
Derivative liability | $ 544,800 | $ 544,800 | $ 544,800 | $ 544,800 | $ 544,800 | $ 247,200 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 600 | 600 | 600 | 600 | 600 | 600 | 600 | |||||||||||||||||||||
Preferred stock, par value | $ 1,200 | $ 1,200 | $ 1,200 | $ 1,200 | $ 1,200 | $ 1,200 | $ 0.001 | |||||||||||||||||||||
Preferred Stock, Shares Outstanding | 454 | 454 | 454 | 454 | 454 | 206 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued December 20, 2021 [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 51,000 | |||||||||||||||||||||||||||
Payments of Financing Costs | $ 1,000 | |||||||||||||||||||||||||||
Derivative loss on derivative | $ 52,789 | |||||||||||||||||||||||||||
Interest Expense, Other | 9,200 | |||||||||||||||||||||||||||
Dividends | 7,565 | |||||||||||||||||||||||||||
Dividends Payable, Current | $ 7,565 | $ 7,565 | $ 7,565 | $ 7,565 | 7,565 | |||||||||||||||||||||||
[custom:DerivativeLiabilities1-0] | 52,789 | 52,789 | 52,789 | 52,789 | 52,789 | |||||||||||||||||||||||
Mezzanine derivative liability | 61,200 | 61,200 | 61,200 | 61,200 | 61,200 | |||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued February 7, 2022 [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 51,000 | |||||||||||||||||||||||||||
Payments of Financing Costs | 1,000 | |||||||||||||||||||||||||||
Derivative loss on derivative | 14,025 | |||||||||||||||||||||||||||
Interest Expense, Other | 10,200 | |||||||||||||||||||||||||||
Dividends | 6,579 | |||||||||||||||||||||||||||
Dividends Payable, Current | 6,579 | 6,579 | 6,579 | 6,579 | 6,579 | |||||||||||||||||||||||
[custom:DerivativeLiabilities1-0] | 52,789 | 52,789 | 52,789 | 52,789 | 52,789 | |||||||||||||||||||||||
Mezzanine derivative liability | 10,200 | 61,200 | 61,200 | 61,200 | 61,200 | 61,200 | ||||||||||||||||||||||
Initial Derivative Liability | 65,025 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 51,000 | |||||||||||||||||||||||||||
Derivative gain on derivative | 12,234 | |||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued March 24, 2022 [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 136,000 | |||||||||||||||||||||||||||
Payments of Financing Costs | 2,720 | |||||||||||||||||||||||||||
Derivative loss on derivative | 192,422 | |||||||||||||||||||||||||||
Interest Expense, Other | 27,200 | |||||||||||||||||||||||||||
Dividends | 15,131 | |||||||||||||||||||||||||||
Dividends Payable, Current | 15,131 | 15,131 | 15,131 | 15,131 | 15,131 | |||||||||||||||||||||||
[custom:DerivativeLiabilities1-0] | 140,772 | 140,772 | 140,772 | 140,772 | 140,772 | |||||||||||||||||||||||
Mezzanine derivative liability | 27,200 | 163,200 | 163,200 | 163,200 | 163,200 | 163,200 | ||||||||||||||||||||||
Initial Derivative Liability | 328,422 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 136,000 | |||||||||||||||||||||||||||
Derivative gain on derivative | 187,650 | |||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued November 17, 2022 [Member] | ||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 61,000 | |||||||||||||||||||||||||||
Payments of Financing Costs | 1,220 | |||||||||||||||||||||||||||
Derivative loss on derivative | 9,069 | |||||||||||||||||||||||||||
Interest Expense, Other | 12,200 | |||||||||||||||||||||||||||
Dividends | 1,059 | |||||||||||||||||||||||||||
Dividends Payable, Current | 1,059 | 1,059 | 1,059 | 1,059 | 1,059 | |||||||||||||||||||||||
[custom:DerivativeLiabilities1-0] | 63,140 | 63,140 | 63,140 | 63,140 | 63,140 | |||||||||||||||||||||||
Mezzanine derivative liability | 12,200 | $ 73,200 | $ 73,200 | $ 73,200 | $ 73,200 | $ 73,200 | ||||||||||||||||||||||
Initial Derivative Liability | 54,072 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 61,000 | |||||||||||||||||||||||||||
Derivative gain on derivative | $ 6,928 |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income Tax Expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred: | ||
Federal | $ (226,145) | $ (223,346) |
State | (52,229) | (51,582) |
Change in valuation allowance | 278,374 | 274,929 |
Income tax expense (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details - Reconci
INCOME TAXES (Details - Reconciliation) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory tax rate | 21% | 21% |
State taxes | 4.85% | 4.85% |
Other permanent items | (0.24%) | 2.50% |
Valuation allowance | (25.61%) | (28.35%) |
Income tax expense | 0% | 0% |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred tax assets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 2,405,788 | $ 2,130,588 |
Total gross deferred tax assets | 2,405,788 | 2,130,588 |
Less: valuation allowance | (2,405,788) | (2,130,588) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 9,307,000 | $ 8,242,000 |