Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 | 56-2415252 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 406,815,293 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 7,896 | $ 33,336 |
Accounts receivable, net | 25,353 | 28,941 |
Prepaid expenses and other current assets | 12,760 | 7,773 |
Total Current Assets | 46,009 | 70,050 |
Note receivable, net of discount of $2,856 and $4,716 at June 30, 2023 and December 31, 2022, respectively | 197,144 | 195,284 |
Intangible assets, net | 224,038 | 248,585 |
Total Assets | 467,191 | 513,919 |
Current Liabilities | ||
Accounts payable | 214,967 | 133,408 |
Accrued liabilities | 469,032 | 395,714 |
Deferred revenue | 31,425 | 31,425 |
Unearned interest | 2,219 | 5,151 |
Notes payable - current | 310,000 | 363,167 |
Shares payable to related parties | 17,629 | 14,624 |
Salaries payable to related parties | 305,183 | 263,516 |
Derivative liabilities | 626,563 | 469,873 |
Total Current Liabilities | 1,977,018 | 1,676,878 |
Notes payable | 124,300 | 104,300 |
Due to stockholders | 1,000 | 1,000 |
Total Liabilities | 2,102,318 | 1,782,178 |
Commitments and Contingencies (Note 4) | ||
Series B Convertible Preferred Stock, 600 shares designated, $0.001 Par Value, $1,200 stated value; 454 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively. Liquidation preference $544,800 at June 30, 2023 and December 31, 2022, respectively | 544,800 | 544,800 |
Stockholders' Equity (Deficit) | ||
Series A Preferred Stock, $0.001 par value, 10,000,000 Shares authorized; 25,845 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 26 | 26 |
Common Stock $0.001 Par Value, 1,000,000,000 shares authorized; 406,815,293 shares and 352,174,583 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 406,816 | 352,175 |
Additional paid in capital | 7,181,596 | 7,141,877 |
Accumulated deficit | (9,768,365) | (9,307,137) |
Total Stockholders' Equity (Deficit) | (2,179,927) | (1,813,059) |
Total Liabilities and Stockholders' Equity | $ 467,191 | $ 513,919 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt discount | $ 2,856 | $ 4,716 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 406,815,293 | 352,174,583 |
Common stock, shares outstanding | 406,815,293 | 352,174,583 |
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 | 454 |
Preferred stock, shares outstanding | 454 | 454 |
Preferred Stock, Liquidation Preference Per Share | $ 544,800 | $ 544,800 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 35,289 | $ 16,500 | $ 78,572 | $ 16,500 |
Cost of Sales | 8,495 | 510 | 25,459 | 510 |
Gross Profit | 26,794 | 15,990 | 53,113 | 15,990 |
Operating Expenses | ||||
General and administrative | 117,739 | 217,621 | 283,938 | 384,630 |
Amortization of intangible assets | 12,341 | 12,341 | 24,547 | 24,547 |
Total Operating Expenses | 130,080 | 229,962 | 308,485 | 409,177 |
Other Income (Expense) | ||||
Gain (Loss) on change in FMV of derivative liability | (155,398) | 36,057 | (156,690) | 151,856 |
Loss on derivative | 0 | 0 | 0 | (201,943) |
Interest income | 5,921 | 5,661 | 11,777 | 5,661 |
Interest expense | (13,996) | (16,319) | (28,524) | (263,691) |
Total Other Income (Expense) | (163,473) | 25,399 | (173,437) | (308,117) |
Net Loss Before Income Taxes | (266,759) | (188,573) | (428,809) | (701,304) |
Provision for Income Tax | 0 | 0 | 0 | 0 |
Net Loss | (266,759) | (188,573) | (428,809) | (701,304) |
Convertible Preferred Stock Dividend | (16,299) | (12,280) | (32,419) | (24,708) |
Net Loss Attributable to Common Stockholders | $ (283,058) | $ (200,853) | $ (461,228) | $ (726,012) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Earnings Per Share, Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 405,346,758 | 256,513,245 | 389,868,003 | 240,541,359 |
Weighted Average Number of Shares Outstanding, Diluted | 405,346,758 | 256,513,245 | 389,868,003 | 240,541,359 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2021 at Dec. 31, 2021 | $ 26 | $ 220,255 | $ 7,059,098 | $ (8,544,232) | $ (1,264,853) |
Beginning balance, shares at Dec. 31, 2021 | 25,896 | 220,254,396 | |||
Common Stock Issued for Financing Commitments | $ 49,188 | 344,177 | 393,365 | ||
Common stock issued for financing commitments, shares | 49,188,555 | ||||
Sales commissions paid on capital raise | (7,867) | (7,867) | |||
Common Stock Issued for Services | $ 100 | 800 | 900 | ||
Common Stock Issued for Services, shares | 100,000 | ||||
Common stock issued for conversion of convertible note payables | $ 11,250 | 78,750 | 90,000 | ||
Common stock issued for conversion of convertible note payable, shares | 11,250,000 | ||||
Beneficial Conversion Feature Associated with Discounts | (371,125) | 313,975 | (57,150) | ||
Net Loss | (726,012) | (726,012) | |||
Balance - June 30, 2022 at Jun. 30, 2022 | $ 26 | $ 280,793 | 7,103,833 | (8,956,269) | (1,571,617) |
Ending balance, shares at Jun. 30, 2022 | 25,896 | 280,792,951 | |||
Balance - December 31, 2021 at Mar. 31, 2022 | $ 26 | $ 237,206 | 6,783,471 | (8,755,416) | (1,734,713) |
Beginning balance, shares at Mar. 31, 2022 | 25,896 | 237,205,464 | |||
Common Stock Issued for Financing Commitments | $ 32,337 | 247,202 | 279,539 | ||
Common stock issued for financing commitments, shares | 32,337,487 | ||||
Sales commissions paid on capital raise | (5,590) | (5,590) | |||
Common stock issued for conversion of convertible note payables | $ 11,250 | 78,750 | 90,000 | ||
Common stock issued for conversion of convertible note payable, shares | 11,250,000 | ||||
Net Loss | (200,853) | (200,853) | |||
Balance - June 30, 2022 at Jun. 30, 2022 | $ 26 | $ 280,793 | 7,103,833 | (8,956,269) | (1,571,617) |
Ending balance, shares at Jun. 30, 2022 | 25,896 | 280,792,951 | |||
Balance - December 31, 2021 at Dec. 31, 2022 | $ 26 | $ 352,175 | 7,141,877 | (9,307,137) | (1,813,059) |
Beginning balance, shares at Dec. 31, 2022 | 25,845 | 352,174,584 | |||
Common Stock Issued for Financing Commitments | $ 31,603 | 22,592 | 54,195 | ||
Common stock issued for financing commitments, shares | 31,603,364 | ||||
Sales commissions paid on capital raise | (1,084) | (1,084) | |||
Common Stock Issued for Services | $ 250 | 575 | 825 | ||
Common Stock Issued for Services, shares | 250,000 | ||||
Common stock issued for conversion of convertible note payables | $ 22,788 | 17,637 | 40,425 | ||
Common stock issued for conversion of convertible note payable, shares | 22,787,345 | ||||
Net Loss | (461,228) | (461,228) | |||
Balance - June 30, 2022 at Jun. 30, 2023 | $ 26 | $ 406,816 | 7,181,597 | (9,768,365) | (2,179,927) |
Ending balance, shares at Jun. 30, 2023 | 25,845 | 406,815,293 | |||
Balance - December 31, 2021 at Mar. 31, 2023 | $ 26 | $ 401,866 | 7,179,122 | (9,485,307) | (1,904,293) |
Beginning balance, shares at Mar. 31, 2023 | 25,845 | 401,865,786 | |||
Common stock issued for conversion of convertible note payables | $ 4,950 | 2,475 | 7,424 | ||
Common stock issued for conversion of convertible note payable, shares | 4,949,507 | ||||
Net Loss | (283,058) | (283,058) | |||
Balance - June 30, 2022 at Jun. 30, 2023 | $ 26 | $ 406,816 | $ 7,181,597 | $ (9,768,365) | $ (2,179,927) |
Ending balance, shares at Jun. 30, 2023 | 25,845 | 406,815,293 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (461,228) | $ (726,012) |
Adjustments to reconcile net loss to net cash (used) by operating activities | ||
Stock compensation expense for services | 825 | 900 |
Discount on note receivable | (1,860) | 6,606 |
Amortization of debt discount on notes payable and preferred stock | 0 | 37,400 |
Amortization of intangible assets | 24,547 | 24,547 |
(Increase) Decrease in: | ||
Accounts receivable | 3,588 | (16,500) |
Prepaid expenses and other current assets | (4,987) | 0 |
Increase (Decrease) in: | ||
Accounts payable | 81,559 | (4,371) |
Accrued liabilities | 80,574 | 53,280 |
Derivative liability | 156,690 | 241,591 |
Unearned interest | (2,932) | 15,233 |
Shares payable to related parties | 3,006 | 8,604 |
Salaries payable to related parties | 41,667 | 11,899 |
Net Cash Used by Operating Activities | (78,551) | (346,823) |
Cash Flows from Investing Activities | ||
Cash paid for note receivable | 0 | (200,000) |
Net Cash used in Investing Activities | 0 | (200,000) |
Cash Flows from Financing Activities | ||
Cash received from sale of common stock | 54,195 | 393,365 |
Cash payments of offering costs | (1,084) | (7,867) |
Proceeds from sale of Series B Preferred Stock | 0 | 188,000 |
Net Cash Provided By Financing Activities | 53,111 | 573,498 |
Net Increase (Decrease) in Cash and Cash Equivalents | (25,440) | 26,675 |
Cash and Cash Equivalents - Beginning of Period | 33,336 | 46,821 |
Cash and Cash Equivalents - End of Period | 7,896 | 73,496 |
Supplement Disclosures of Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Conversion of convertible notes payable and derivative liabilities | 40,425 | 0 |
Effect of adopting ASU-2020-06 | $ 0 | $ 57,149 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
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”, “we”, “us”, or “its” 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., incorporated in Nevada on July 6, 2017, (the “ Company Impact of COVID-19 The global COVID-19 pandemic continues to present uncertainty and unforeseeable risks to the Company’s operations and business plan. The Company has closely monitored recent developments, including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. Thus, the full impact of the COVID-19 pandemic on the business and operations remains uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well as any legal or regulatory consequences resulting therefrom. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal, state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom the Company does business. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Going Concern The accompanying condensed consolidated 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, has a working capital deficit of $ 1,931,009 78,551 9,768,365 Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 consolidated financial statements. Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2022 filed with the SEC on April 13, 2023. Principles of Consolidation The consolidated financial statements for June 30, 2023 and 2022, 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. 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 parties. 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. 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 Earnings per Share” EPS 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 the 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. Recent Accounting Pronouncements 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. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 3 - NOTE RECEIVABLE On April 4, 2022, the Company was issued an unsecured convertible promissory note with the principal sum of $200,000 (“Note”) with a company incorporated under the laws of the Province of British Columbia. The Note bears an original issuance discount of $7,500 and matures on April 4, 2024. The interest on the Note will begin to accrue at the rate of 10% per annum from the date of the Note, and will continue to accrue on the outstanding principal until the entire balance is paid or converted into shares of common stock equal to 3.23% of the fully diluted share capital of the borrower on the conversion date. The terms of the Note require the borrower to prepay (i) within 30 days of April 4, 2022, the first twelve months of interest totaling $20,000, and (ii) within six months of April 4, 2022, the interest for the second twelve months under the Note totaling $20,000. The Company will have the right, at its option on the maturity date, to convert all the principal sum into the common stock equal to 3.23% of the fully diluted share capital of the borrower as of the conversion date. On April 4, 2022, the Company advanced to the borrower $ 192,500 7,500 20,000 The Company recorded interest income earned on the Note of $ 5,921 11,777 5,661 5,661 0 5,151 2,856 4,716 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 - 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 amounted to $ 224,038 248,585 Schedule of intangible assets June 30, 2023 December 31, 2022 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (270,962 ) (246,415 ) Intangible Assets, net $ 224,038 $ 248,585 The Company determined that none of its intangible assets were impaired as of June 30, 2023 and December 31, 2022, 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 $ 12,341 12,341 24,547 24,547 The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2023: Schedule of future amortization Amortization Expense 2023 (Remainder of the year) $ 24,953 2024 49,500 2025 49,500 2026 49,500 2027 49,500 Thereafter 1,085 Total $ 224,038 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 - 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/Interim CTO On June 2, 2022, the Board approved an Employment Agreement with the CEO/Interim CTO 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 shares of the Company’s common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. 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. As of June 30, 2023, 1,500,000 shares of the common stock were vested and payable to the CEO, and 5,500,000 shares of common stock remain unvested. The Company has recorded $ 142,424 in salaries payable to the CEO as of June 30, 2023 and December 31, 2022, respectively. 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. As of June 30, 2023, 1,500,000 shares of the common stock were vested and payable to the officer, and 5,500,000 shares of common stock remain unvested 121,092 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 - CONVERTIBLE NOTES PAYABLE The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of June 30, 2023 and December 31, 2022, respectively. Schedule of convertible notes payable June 30, 2023 December 31, 2022 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. $ 205,000 $ 205,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 D. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. 50,000 50,000 E. Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024. The notes are secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0014 per share. Principal and interest due on maturity on April 29, 2023. – 33,167 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0014 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. 75,000 75,000 510,000 543,167 Less: deferred financing costs (75,700 ) (75,700 ) Less unamortized discount – – Net balance 434,300 467,467 Less current portion (310,000 ) (363,167 ) Long term portion $ 124,300 $ 104,300 A. January 18, 2018 Convertible Note and Warrants (“Note A”) On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties 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. The Company was in default with the terms of the Note A as of June 30, 2023 and negotiated with the noteholder to extend the maturity date to cure the default on July 21, 2023 (See Note 10 – Subsequent Events). The Company recorded interest expense of $ 6,133 12,199 7,701 16,430 172,067 159,868 The principal balance payable on Note A amounted to $ 205,000 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 March 1, 2021 of the Secured Convertible Promissory Note to March 1, 2024, 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. The Company recorded interest expense of $ 686 1,364 678 1,364 12,206 10,842 The principal balance payable on Note B amounted to $ 55,000 D. March 2019 Convertible Note and Warrants (“Note D”) On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 0.008 The Company recorded interest expense of $ 1,496 2,975 1,496 2,975 23,673 20,698 The principal balance payable on Note D amounted to $ 50,000 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 Secured Convertible Promissory Note to August 2, 2024. All other terms and conditions of the Note E remain the same. The Company recorded interest expense of $ 3,740 7,438 3,740 7,438 56,128 48,690 The principal balance payable on Note E amounted to $ 125,000 F. July 2020 Equity Financing Arrangement (“Note F”) On April 29, 2022, the noteholder of Note F agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023 25,814 7,186 17,837,838 0.00185 7,353 71 4,949,507 0.0015 The Company recorded interest expense of $ 71 828 827 1,645 0 5,029 The principal balance payable on Note F amounted to $ 0 33,167 G . July 2020 Equity Financing Arrangement (“Note G”) On April 29, 2022, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023 The Company recorded interest expense of $ 1,870 3,719 1,870 3,719 19,559 17,240 The principal balance payable of Note G amounted to $ 75,000 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 7 - EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months ended June 30, 2023 and 2022: Schedule of earnings per share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to common stockholders (basic) $ (283,058 ) $ (200,853 ) $ (461,228 ) $ (726,012 ) Shares used to compute net loss per common share, basic and diluted 405,346,758 256,513,245 389,868,003 240,541,359 Net loss per share attributable to common stockholders, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) 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 six months ended June 30, 2023 and 2022, respectively, because their inclusion would be anti-dilutive: Schedule of anti dilutive shares As of June 30, 2023 2022 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable and convertible preferred stock 419,519,773 359,560,236 Total anti-dilutive common stock equivalents 422,388,170 362,428,633 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 - RELATED PARTIES At June 30, 2023 and December 31, 2022, respectively, the amount due to two stockholders was $ 1,000 The Company executed an operating lease to rent its current office facility from a stockholder on a month-to-month basis at a monthly rent of $ 250 750 1,500 1,000 250 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 - STOCKHOLDERS' EQUITY The Company has an authorized capital of 1,000,000,000 shares, $ 0.001 10,000,000 0.001 406,815,293 352,174,583 25,845 25,845 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 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 January 1, 2023 to March 31, 2023, the investor purchased 31,603,364 54,196 On February 10, 2023, the Company issued 50,000 215 On February 21, 2023, the Company issued 100,000 340 On March 13, 2023, the Company issued 100,000 270 On March 23, 2023, the noteholder of Note F converted the principal balance of $ 25,814 7,186 17,837,838 On April 27, 2023, the noteholder of Note F converted the principal balance of $ 7,353 71 4,949,507 Stock Incentive Plans On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan 4,500,000 On March 11, 2019, the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “ 2019 Plan 5,000,000 On March 18, 2022, the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan 20,000,000 7,000,000 7,000,000 In addition, on October 3, 2022, the Company awarded 300,000 shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting on the second anniversary, and the remaining 100,000 vesting the third anniversary of the date of issuance. 3,000,000 0 11,300,000 1,271 3,006 747,945 1,488,942 3,756,164 2,568,493 Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares as of June 30, 2023 and 2022, and changes during the three months period then ended, is presented below: Schedule of summary of non-vested shares Non-vested Shares of Common Stock Weighted Average Fair Value 2022 Plan Authorized shares per the 2022 Plan – 20,000,000 Balance at December 31, 2022 14,300,000 $ 0.006146 Awarded – – Vested (3,000,000 ) – Forfeited – – Balance at June 30, 2023 11,300,000 $ – 2019 Plan Authorized shares per the 2019 Plan – 5,000,000 Balance at December 31, 2022 – $ 0.30 Awarded – – Vested – – Forfeited – – Balance at June 30, 2023 – $ 0.30 2017 Plan Authorized shares per the 2017 Plan – 4,500,000 Balance at December 31, 2022 – $ 0.30 Awarded – – Vested – – Forfeited – – Balance at June 30, 2023 – $ 0.30 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Company authorized the 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 Company had 25,845 Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Company authorized the 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 November 19, 2020 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 On November 19, 2020, GHS purchased a total of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000 900 On November 19, 2020 (the date of receipt of cash proceeds of $ 45,000 103,267 58,267 39,000 39,000 45,000 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 23,960 24,159 14,922 3,147 2,513 4,999 2,513 4,999 26,319 21,320 96,615 72,456 84,000 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.38% to 5.40%, and an expected term ranging from 0.13 years to 1.50 years. December 16, 2020 On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 1,700 On December 16, 2020 (the date of receipt of cash proceeds of $ 85,000 106,241 21,241 17,000 17,000 85,000 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 29,094 29,336 11,897 19,311 3,052 6,070 3,052 6,070 31,053 24,983 117,319 87,982 102,000 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.38% to 5.40%, and an expected term ranging from 0.21 years to 1.50 years. 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 $ 17,457 17,602 1,831 3,642 11,207 7,565 70,391 52,789 102,000 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0050 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.39% to 5.40%, 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 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 17,457 17,602 15,870 1,058 1,831 3,642 1,831 2,877 10,221 6,579 70,391 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 $0.0013 to $0.0096, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 189.90%, risk-free interest rates ranging from 1.09% to 5.40%, 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 The Company recalculated the value of the derivative liability associated with the convertible note at June 30, 2023 and 2022, and recorded a loss of $ 46,551 46,938 47,006 152,201 4,883 9,712 4,883 5,259 24,843 15,131 187,710 140,772 163,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0096, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 189.90%, risk-free interest rates ranging from 1.55% to 5.40%, 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 The Company recalculated the value of the derivative liability associated with the convertible note at June 30, 2023 and recorded a loss of $ 20,879 21,053 2,190 4,356 5,415 1,059 84,193 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 $0.0013 to $0.0020, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0022, an expected dividend yield of 0 174.58 189.90 4.64 5.40 1.5 As a result of issuance of derivative instruments, the Company recorded a derivative liability of $ 626,563 469,873 544,800 Warrants A summary of the status of the Company’s warrants as of June 30, 2023 and 2022, and changes during the six months then ended, is presented below: Schedule of summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2021 – – Issued 2,868,397 $ 0.00084 2.4 Exercised – – Expired/Forfeited – – Outstanding at June 30, 2022 2,868,397 $ 0.00084 2.0 Outstanding at December 31, 2022 – – Issued 2,868,397 $ 0.00084 1.4 Exercised – – Expired/Forfeited – – Outstanding at June 30, 2023 2,868,397 $ 0.00084 1.0 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10 – SUBSEQUENT EVENT 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 July 21, 2023, the Company and noteholders A and D agreed to amend the maturity date of the convertible promissory notes to March 1, 2024, subject to certain conditions with respect to voluntary conversions, conversion prices, incentive shares to be issued to the noteholders upon request from the noteholders (1 st nd |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2022 filed with the SEC on April 13, 2023. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements for June 30, 2023 and 2022, 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. |
Use of Estimates | 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 parties. 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. |
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 Earnings per Share” EPS |
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 the 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets June 30, 2023 December 31, 2022 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (270,962 ) (246,415 ) Intangible Assets, net $ 224,038 $ 248,585 |
Schedule of future amortization | Schedule of future amortization Amortization Expense 2023 (Remainder of the year) $ 24,953 2024 49,500 2025 49,500 2026 49,500 2027 49,500 Thereafter 1,085 Total $ 224,038 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable June 30, 2023 December 31, 2022 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. $ 205,000 $ 205,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 D. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. 50,000 50,000 E. Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024. The notes are secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0014 per share. Principal and interest due on maturity on April 29, 2023. – 33,167 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0014 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. 75,000 75,000 510,000 543,167 Less: deferred financing costs (75,700 ) (75,700 ) Less unamortized discount – – Net balance 434,300 467,467 Less current portion (310,000 ) (363,167 ) Long term portion $ 124,300 $ 104,300 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to common stockholders (basic) $ (283,058 ) $ (200,853 ) $ (461,228 ) $ (726,012 ) Shares used to compute net loss per common share, basic and diluted 405,346,758 256,513,245 389,868,003 240,541,359 Net loss per share attributable to common stockholders, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Schedule of anti dilutive shares | Schedule of anti dilutive shares As of June 30, 2023 2022 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable and convertible preferred stock 419,519,773 359,560,236 Total anti-dilutive common stock equivalents 422,388,170 362,428,633 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of summary of non-vested shares | Schedule of summary of non-vested shares Non-vested Shares of Common Stock Weighted Average Fair Value 2022 Plan Authorized shares per the 2022 Plan – 20,000,000 Balance at December 31, 2022 14,300,000 $ 0.006146 Awarded – – Vested (3,000,000 ) – Forfeited – – Balance at June 30, 2023 11,300,000 $ – 2019 Plan Authorized shares per the 2019 Plan – 5,000,000 Balance at December 31, 2022 – $ 0.30 Awarded – – Vested – – Forfeited – – Balance at June 30, 2023 – $ 0.30 2017 Plan Authorized shares per the 2017 Plan – 4,500,000 Balance at December 31, 2022 – $ 0.30 Awarded – – Vested – – Forfeited – – Balance at June 30, 2023 – $ 0.30 |
Schedule of summary of warrant activity | Schedule of summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2021 – – Issued 2,868,397 $ 0.00084 2.4 Exercised – – Expired/Forfeited – – Outstanding at June 30, 2022 2,868,397 $ 0.00084 2.0 Outstanding at December 31, 2022 – – Issued 2,868,397 $ 0.00084 1.4 Exercised – – Expired/Forfeited – – Outstanding at June 30, 2023 2,868,397 $ 0.00084 1.0 |
NATURE OF OPERATIONS, BASIS O_2
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Working Capital | $ 1,931,009 | ||
Cash flows in operating activities | 78,551 | $ 346,823 | |
Retained Earnings (Accumulated Deficit) | $ 9,768,365 | $ 9,307,137 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Apr. 04, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 21, 2022 | |
Debt Instrument [Line Items] | |||||||
Debt instrument borrowing amount | $ 0 | $ 200,000 | |||||
Originall Issuance Discount On Note Receivable | $ 2,856 | 2,856 | $ 4,716 | ||||
Unsecured Convertible Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument borrowing amount | $ 192,500 | ||||||
Originall Issuance Discount On Note Receivable | $ 7,500 | 2,856 | 2,856 | 4,716 | |||
Prepaid Interest Income | 0 | 0 | $ 5,151 | $ 20,000 | |||
Interest and Other Income | $ 5,921 | $ 5,661 | $ 11,777 | $ 5,661 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | $ 495,000 | $ 495,000 |
Accumulated amortization | (270,962) | (246,415) |
Intangible Assets, net | $ 224,038 | $ 248,585 |
INTANGIBLE ASSETS (Details - Es
INTANGIBLE ASSETS (Details - Estimated future amortization expense) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (Remainder of the year) | $ 24,953 |
2024 | 49,500 |
2025 | 49,500 |
2026 | 49,500 |
2027 | 49,500 |
Thereafter | 1,085 |
Total | $ 224,038 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Finite-Lived Intangible Assets, Net | $ 224,038 | $ 224,038 | $ 248,585 | ||
Amortization expense | $ 12,341 | $ 12,341 | $ 24,547 | $ 24,547 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||
Jun. 02, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Apr. 01, 2025 | Apr. 01, 2024 | Apr. 02, 2023 | Mar. 18, 2022 | Mar. 11, 2019 | Dec. 14, 2017 | |
Chief Executive Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock vested, shares | 1,500,000 | ||||||||
Stock unvested, shares | 5,500,000 | ||||||||
Accrued Salaries, Current | $ 142,424 | ||||||||
Chief Operating Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock vested, shares | 1,500,000 | ||||||||
Stock unvested, shares | 5,500,000 | ||||||||
Accrued Salaries, Current | $ 121,092 | ||||||||
Stock Incentive Plan 2017 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares were vested and issued | 3,547,788 | 3,547,788 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 4,500,000 | ||||||||
Stock Incentive Plan 2019 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares were vested and issued | 3,080,000 | 2,980,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 5,000,000 | ||||||||
Stock Incentive Plan 2022 [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 | ||||||||
Stock Incentive Plan 2022 [Member] | Chief Executive Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock granted during period | 7,000,000 | ||||||||
Stock vested, shares | 3,000,000 | 2,500,000 | 1,500,000 | ||||||
Stock Incentive Plan 2022 [Member] | Chief Operating 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 | 3,000,000 | 2,500,000 | 1,500,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Convertible Notes Payable | $ 510,000 | $ 543,167 |
Deferred financing costs | (75,700) | (75,700) |
Less unamortized discount | 0 | 0 |
Convertible Notes Payable Net | 434,300 | 467,467 |
Convertible Notes Payable, Current | (310,000) | (363,167) |
Convertible Notes Payable, Noncurrent | 124,300 | 104,300 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 205,000 | 205,000 |
Convertible Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 55,000 | 55,000 |
Convertible Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable, gross | 50,000 | 50,000 |
Convertible Notes Payable Three [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 | 0 | 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 ($) | 3 Months Ended | 6 Months Ended | |||||||
Apr. 27, 2023 | Mar. 23, 2023 | Apr. 29, 2022 | Mar. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||
Convertible Notes Payable | $ 510,000 | $ 510,000 | $ 543,167 | ||||||
Note A [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 6,133 | $ 7,701 | 12,199 | $ 16,430 | |||||
Accrued interest | 172,067 | 172,067 | 159,868 | ||||||
Convertible Notes Payable | 205,000 | 205,000 | 205,000 | ||||||
Note B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 686 | 678 | 1,364 | 1,364 | |||||
Accrued interest | 12,206 | 12,206 | 10,842 | ||||||
Convertible Notes Payable | 55,000 | 55,000 | 55,000 | ||||||
Note D [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 1,496 | 1,496 | 2,975 | 2,975 | |||||
Accrued interest | 23,673 | 23,673 | 20,698 | ||||||
Convertible Notes Payable | 50,000 | 50,000 | 50,000 | ||||||
Debt Instrument, Maturity Date | Mar. 01, 2022 | ||||||||
Conversion price | $ 0.008 | ||||||||
Note E [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 3,740 | 3,740 | 7,438 | 7,438 | |||||
Accrued interest | 56,128 | 56,128 | 48,690 | ||||||
Convertible Notes Payable | 125,000 | 125,000 | 125,000 | ||||||
Note F [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 71 | 827 | 828 | 1,645 | |||||
Accrued interest | $ 71 | $ 7,186 | 0 | 0 | 5,029 | ||||
Convertible Notes Payable | 0 | 0 | 33,167 | ||||||
Debt Instrument, Maturity Date | Apr. 29, 2023 | ||||||||
Conversion price | $ 0.0015 | $ 0.00185 | |||||||
Principal balance | $ 7,353 | $ 25,814 | |||||||
Number of shares converted | 4,949,507 | 17,837,838 | |||||||
Note G [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 1,870 | $ 1,870 | 3,719 | $ 3,719 | |||||
Accrued interest | 19,559 | 19,559 | 17,240 | ||||||
Convertible Notes Payable | $ 75,000 | $ 75,000 | $ 75,000 | ||||||
Debt Instrument, Maturity Date | Apr. 29, 2023 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details - Per share info) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders (basic) | $ (283,058) | $ (200,853) | $ (461,228) | $ (726,012) |
Weighted Average Number of Shares Outstanding, Basic | 405,346,758 | 256,513,245 | 389,868,003 | 240,541,359 |
Weighted Average Number of Shares Outstanding, Diluted | 405,346,758 | 256,513,245 | 389,868,003 | 240,541,359 |
Earnings Per Share, Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
EARNINGS (LOSS) PER SHARE (De_2
EARNINGS (LOSS) PER SHARE (Details - Antidilutive Shares) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 422,388,170 | 362,428,633 |
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 | 419,519,773 | 359,560,236 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 01, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Amount due to stockholders | $ 1,000 | $ 1,000 | $ 1,000 | |||
Stockholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amount due to stockholders | 1,000 | 1,000 | 1,000 | |||
Monthly rent | $ 250 | |||||
Rent expense paid to stockholder | 750 | $ 1,500 | 750 | $ 1,500 | ||
Rent payable | $ 1,000 | $ 1,000 | $ 250 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - non-vested shares) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
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 | 14,300,000 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0.006146 |
Options awarded | 0 |
Weighted Average Exercise Price, awarded | $ / shares | $ 0 |
Options vested | (3,000,000) |
Weighted Average Exercise Price, vested | $ / shares | $ 0 |
Options forfeited | 0 |
Weighted average exercise price, forfeited | $ / shares | $ 0 |
Options non-vested outstanding, ending balance | 11,300,000 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0 |
Options vested | 3,000,000 |
Weighted Average Exercise Price, vested | $ / shares | $ 0 |
Plan 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Authorized shares | 5,000,000 |
Options non-vested outstanding, beginning balance | 0 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0.30 |
Options awarded | 0 |
Weighted Average Exercise Price, awarded | $ / shares | $ 0 |
Options vested | 0 |
Weighted Average Exercise Price, vested | $ / shares | $ 0 |
Options forfeited | 0 |
Weighted average exercise price, forfeited | $ / shares | $ 0 |
Options non-vested outstanding, ending balance | |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0.30 |
Options vested | 0 |
Weighted Average Exercise Price, vested | $ / shares | $ 0 |
Plan 2017 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Authorized shares | 4,500,000 |
Options non-vested outstanding, beginning balance | 0 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0.30 |
Options awarded | 0 |
Weighted Average Exercise Price, awarded | $ / shares | $ 0 |
Options vested | 0 |
Weighted Average Exercise Price, vested | $ / shares | $ 0 |
Options forfeited | 0 |
Weighted average exercise price, forfeited | $ / shares | $ 0 |
Options non-vested outstanding, ending balance | 0 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0.30 |
Options vested | 0 |
Weighted Average Exercise Price, vested | $ / shares | $ 0 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Warrants) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||
Warrants outstanding, beginning balance | 0 | 0 | 0 | |
Outstanding, Weighted Average Exercise Price | $ 0 | $ 0 | $ 0 | |
Warrants issued | 2,868,397 | 2,868,397 | ||
Issued, Weighted Average Exercise Price | $ 0.00084 | $ 0.00084 | ||
Weighted Average Remaining Contractual Life | 1 year | 2 years | 1 year 4 months 24 days | 2 years 4 months 24 days |
Warrants exercised | 0 | 0 | ||
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | ||
Warrants expired/forfeited | 0 | 0 | ||
Expired/Forfeited, Weighted Average Exercise Price | $ 0 | $ 0 | ||
Warrants outstanding, ending balance | 2,868,397 | 2,868,397 | 0 | 0 |
Outstanding, Weighted Average Exercise Price | $ 0.00084 | $ 0.00084 | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Apr. 27, 2023 | Mar. 23, 2023 | Mar. 13, 2023 | Feb. 21, 2023 | Feb. 10, 2023 | Nov. 17, 2022 | Oct. 03, 2022 | Mar. 24, 2022 | Mar. 18, 2022 | Feb. 07, 2022 | Dec. 20, 2021 | Dec. 16, 2020 | Nov. 19, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 16, 2020 | Jul. 02, 2020 | Mar. 11, 2019 | Dec. 14, 2017 | |
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common stock, shares issued | 406,815,293 | 406,815,293 | 352,174,583 | ||||||||||||||||||||
Common stock, shares outstanding | 406,815,293 | 406,815,293 | 352,174,583 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 54,195 | $ 393,365 | |||||||||||||||||||||
Number of shares issued for services, value | 825 | 900 | |||||||||||||||||||||
Amortization of debt discount (premium) | 0 | 37,400 | |||||||||||||||||||||
Derivative liability | $ 626,563 | $ 626,563 | $ 469,873 | ||||||||||||||||||||
Stock Incentive Plan 2017 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares authorized under the plan | 4,500,000 | ||||||||||||||||||||||
Stock Incentive Plan 2019 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares authorized under the plan | 5,000,000 | ||||||||||||||||||||||
Stock Incentive Plan 2022 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares authorized under the plan | 20,000,000 | ||||||||||||||||||||||
Options awarded | 300,000 | ||||||||||||||||||||||
Common shares vested | 3,000,000 | 0 | |||||||||||||||||||||
Shares unvested | 11,300,000 | 11,300,000 | |||||||||||||||||||||
Stock Incentive Plan 2022 [Member] | Officer [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options awarded | 7,000,000 | ||||||||||||||||||||||
Stock compensation expense | $ 1,271 | $ 3,006 | |||||||||||||||||||||
Shares payable | 747,945 | 747,945 | |||||||||||||||||||||
Stock Incentive Plan 2022 [Member] | Director [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options awarded | 7,000,000 | ||||||||||||||||||||||
Stock compensation expense | $ 1,271 | $ 3,006 | |||||||||||||||||||||
Shares payable | 1,488,942 | 1,488,942 | |||||||||||||||||||||
Note F [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Convertible notes payable, face amount | $ 7,353 | $ 25,814 | |||||||||||||||||||||
Accrued interest | $ 71 | $ 7,186 | |||||||||||||||||||||
Number of shares converted | 4,949,507 | 17,837,838 | |||||||||||||||||||||
Interest expense | $ 71 | $ 827 | $ 828 | 1,645 | |||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for services, shares | 50,000 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 215 | ||||||||||||||||||||||
Consultant 1 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for services, shares | 100,000 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 340 | ||||||||||||||||||||||
Consultant 2 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for services, shares | 100,000 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 270 | ||||||||||||||||||||||
Officer Consultant And Director [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares payable | 3,756,164 | 3,756,164 | 2,568,493 | ||||||||||||||||||||
Common Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 31,603,364 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 54,196 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock, shares issued | 25,845 | 25,845 | 25,845 | ||||||||||||||||||||
Preferred stock, shares outstanding | 25,845 | 25,845 | 25,845 | ||||||||||||||||||||
Series A Supervoting Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 15,600 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||
Preferred stock, shares issued | 25,845 | 25,845 | 25,845 | ||||||||||||||||||||
Preferred stock, shares outstanding | 25,845 | 25,845 | 25,845 | ||||||||||||||||||||
Series B Convertible Preferred Stock Equity Financing [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 600 | ||||||||||||||||||||||
Preferred stock, par value | $ 1,200 | $ 0.001 | |||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 600 | 600 | 600 | ||||||||||||||||||||
Preferred stock, par value | $ 1,200 | $ 1,200 | $ 1,200 | ||||||||||||||||||||
Preferred stock, shares issued | 454 | 454 | 454 | ||||||||||||||||||||
Preferred stock, shares outstanding | 454 | 454 | 454 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued November 2020 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 45,000 | ||||||||||||||||||||||
Selling commissions | 900 | ||||||||||||||||||||||
Derivative liability payable | 103,267 | $ 96,615 | $ 96,615 | $ 72,456 | |||||||||||||||||||
Day one loss on derivative | 58,267 | ||||||||||||||||||||||
Interest expense | 39,000 | ||||||||||||||||||||||
Mezzanine derivative liability | 39,000 | 84,000 | 84,000 | 84,000 | |||||||||||||||||||
Amortization of debt discount (premium) | $ 45,000 | ||||||||||||||||||||||
Loss on derivative liability | 23,960 | 14,922 | 24,159 | 14,922 | |||||||||||||||||||
Gain on derivative liability | 3,147 | 3,147 | |||||||||||||||||||||
Preferred stock dividend expense | 2,513 | 2,513 | 4,999 | 4,999 | |||||||||||||||||||
Preferred stock dividends Payable | 26,319 | 26,319 | 21,320 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued December 2020 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 85,000 | ||||||||||||||||||||||
Selling commissions | 1,700 | ||||||||||||||||||||||
Derivative liability payable | 106,241 | 117,319 | 117,319 | 87,982 | |||||||||||||||||||
Day one loss on derivative | 21,241 | ||||||||||||||||||||||
Interest expense | 17,000 | ||||||||||||||||||||||
Mezzanine derivative liability | 17,000 | 102,000 | 102,000 | 102,000 | |||||||||||||||||||
Amortization of debt discount (premium) | $ 85,000 | ||||||||||||||||||||||
Loss on derivative liability | 29,094 | 11,897 | 29,336 | 11,897 | |||||||||||||||||||
Gain on derivative liability | 19,311 | 19,311 | |||||||||||||||||||||
Preferred stock dividend expense | 3,052 | 3,052 | 6,070 | 6,070 | |||||||||||||||||||
Preferred stock dividends Payable | 31,053 | 31,053 | 24,983 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued December 2021 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 51,000 | ||||||||||||||||||||||
Selling commissions | $ 1,000 | ||||||||||||||||||||||
Mezzanine derivative liability | 102,000 | ||||||||||||||||||||||
Loss on derivative liability | 17,457 | 17,602 | |||||||||||||||||||||
Preferred stock dividend expense | 1,831 | 3,642 | |||||||||||||||||||||
Preferred stock dividend payable | 11,207 | 11,207 | 7,565 | ||||||||||||||||||||
Derivative liabilities | 70,391 | 70,391 | 52,789 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued February 72022 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 51,000 | ||||||||||||||||||||||
Selling commissions | 1,000 | ||||||||||||||||||||||
Mezzanine derivative liability | 10,200 | 61,200 | 61,200 | 61,200 | |||||||||||||||||||
Amortization of debt discount (premium) | 51,000 | ||||||||||||||||||||||
Loss on derivative liability | 17,457 | 1,058 | 17,602 | 1,058 | |||||||||||||||||||
Gain on derivative liability | 15,870 | 15,870 | |||||||||||||||||||||
Preferred stock dividend expense | 1,831 | 1,831 | 3,642 | 2,877 | |||||||||||||||||||
Preferred stock dividend payable | 10,221 | 10,221 | 6,579 | ||||||||||||||||||||
Derivative liabilities | 70,391 | 70,391 | 52,789 | ||||||||||||||||||||
Initial derivative liability | 65,025 | ||||||||||||||||||||||
Derivative loss on derivative | 14,025 | ||||||||||||||||||||||
Interest expense | $ 10,200 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued March 24, 2022 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 136,000 | ||||||||||||||||||||||
Selling commissions | 2,720 | ||||||||||||||||||||||
Mezzanine derivative liability | 27,200 | 163,200 | 163,200 | 163,200 | |||||||||||||||||||
Amortization of debt discount (premium) | 136,000 | ||||||||||||||||||||||
Loss on derivative liability | 46,551 | 46,938 | 46,551 | 46,938 | |||||||||||||||||||
Gain on derivative liability | 47,006 | 152,201 | |||||||||||||||||||||
Preferred stock dividend expense | 4,883 | $ 4,883 | 9,712 | $ 5,259 | |||||||||||||||||||
Preferred stock dividend payable | 24,843 | 24,843 | 15,131 | ||||||||||||||||||||
Derivative liabilities | 187,710 | 187,710 | 140,772 | ||||||||||||||||||||
Initial derivative liability | 328,422 | ||||||||||||||||||||||
Derivative loss on derivative | 192,422 | ||||||||||||||||||||||
Interest expense | $ 27,200 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Issued November 172022 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from stock | $ 61,000 | ||||||||||||||||||||||
Selling commissions | 1,220 | ||||||||||||||||||||||
Mezzanine derivative liability | 12,200 | 73,200 | 73,200 | 73,200 | |||||||||||||||||||
Amortization of debt discount (premium) | 61,000 | ||||||||||||||||||||||
Loss on derivative liability | 20,879 | 21,053 | |||||||||||||||||||||
Preferred stock dividend expense | 2,190 | 4,356 | |||||||||||||||||||||
Preferred stock dividend payable | 5,415 | 5,415 | 1,059 | ||||||||||||||||||||
Derivative liabilities | 84,193 | 84,193 | 63,140 | ||||||||||||||||||||
Initial derivative liability | 54,072 | ||||||||||||||||||||||
Derivative loss on derivative | 6,928 | ||||||||||||||||||||||
Interest expense | $ 12,200 | ||||||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||||||
Expected volatility, minimum | 174.58% | ||||||||||||||||||||||
Expected volatility, maximum | 189.90% | ||||||||||||||||||||||
Risk-free interest rates, minimum | 4.64% | ||||||||||||||||||||||
Risk-free interest rates, maximum | 5.40% | ||||||||||||||||||||||
Expected term | 1 year 6 months | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Derivative liability | $ 544,800 | $ 544,800 | $ 544,800 |