Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | AMERICAN INTERNATIONAL HOLDINGS CORP. |
Entity Central Index Key | 0001300524 |
Entity Primary SIC Number | 8000 |
Entity Tax Identification Number | 90-1898207 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 7950 Legacy Drive |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Plano |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75024 |
City Area Code | (469) |
Local Phone Number | 963-2644 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Document Creation Date | Apr. 21, 2022 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and equivalents | $ 1,209,807 | $ 25,235 |
Inventory | 3,840 | |
Prepayment and deposits | 3,333 | |
Assets of discontinued operations | 9,971 | |
TOTAL CURENT ASSETS | 1,213,647 | 38,539 |
NON-CURRENT ASSETS | ||
Rent deposits | 3,599 | 3,800 |
Assets of discontinued operations | 14,199 | 223,183 |
NET NON-CURRENT ASSETS | 17,798 | 226,983 |
TOTAL ASSETS | 1,231,445 | 265,522 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 54,918 | 14,576 |
Accrued interest payable | 93,776 | 42,195 |
Accrued compensation - related parties | 103,500 | 154,500 |
Convertible notes payable, net of debt discount of $2,479,023 and $370,923 | 396,419 | 74,827 |
Loans payable to related parties | 123,473 | 13,473 |
Loans payable | 75,000 | 55,000 |
Derivative liabilities | 4,141,272 | 517,366 |
Net liabilities of discontinued operations | 112,199 | 669,574 |
TOTAL CURRENT LIABILITIES | 5,100,557 | 1,541,511 |
LONG-TERM LIABILITIES | ||
Convertible notes payable, net of debt discount of $0 and $78,482 | 5,018 | |
Long-term debt - related parties | 110,000 | |
TOTAL LONG-TERM LIABILITIES | 115,018 | |
TOTAL LIABILITIES | 5,100,557 | 1,656,529 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, (par value $0.0001, 5,000,000 shares authorized, of which 1 and 1 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) | ||
Common stock (par value $.0001, 195,000,000 shares authorized, of which 84,445,067 and 55,066,855 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) | 8,445 | 5,507 |
Treasury stock, at cost | (3,894) | (3,894) |
Additional paid in capital | 16,666,906 | 9,167,038 |
Accumulated deficit | (20,540,569) | (10,559,658) |
TOTAL STOCKHOLDERS’ DEFICIT | (3,869,111) | (1,391,007) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,231,445 | $ 265,522 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Debt discount, current | $ 2,479,023 | $ 370,923 |
Debt discount, noncurrent | $ 0 | $ 78,482 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, share authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 195,000,000 | 195,000,000 |
Common Stock, Shares, Outstanding | 84,445,067 | 55,066,855 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Revenues | $ 20,169 | $ 2,115 |
Cost of revenues | 39,738 | |
Gross profit (loss) | (19,569) | 2,115 |
Operating expenses | ||
General and administrative expenses | 6,975,654 | 3,711,317 |
Total operating expenses | 6,975,654 | 3,711,317 |
Income (loss) from operations | (6,995,223) | (3,709,202) |
Other income (expenses) | ||
Amortization of debt discount | (1,958,298) | (777,964) |
Change in derivative liabilities | (1,071,028) | (107,574) |
Forgiveness of Loan | 45,500 | |
Impairment Loss | (605,488) | |
Interest expense | (184,589) | (219,280) |
Settlement loss | (61,859) | (1,041,445) |
Other income | 300 | |
Total other income (expense) | (3,230,274) | (2,751,451) |
Income (loss) before income taxes | (10,225,497) | (6,460,653) |
Income taxes | ||
Net (loss) from continuing operations | (10,225,497) | (6,460,653) |
Discontinued operations: | ||
Income (loss) from discontinued operations | 244,586 | (879,237) |
Total discontinued operations | 244,586 | (879,237) |
Net loss | $ (9,980,911) | $ (7,339,890) |
Basic income (loss) per share | ||
Continuing operations | $ (0.14) | $ (0.18) |
Discontinued operations | 0 | (0.02) |
Diluted income (loss) per share | ||
Continuing operations | (0.14) | (0.18) |
Discontinued operations | $ 0 | $ (0.02) |
Weighted average number of shares outstanding | ||
Basic | 74,925,101 | 35,462,109 |
Diluted | 75,311,586 | 35,456,109 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2019 | $ 2,721 | $ 2,186,651 | $ 25,000 | $ (3,219,768) | $ (103,537) | $ (1,108,933) | |||
Balance, shares at Dec. 31, 2019 | 27,208,356 | ||||||||
Imputed interest | 3,345 | 3,345 | |||||||
Reclassification of derivative liabilities due to note conversion | 907,551 | 907,551 | |||||||
Issuance of Series B preferred shares for investment | $ 50 | 605,438 | 605,438 | ||||||
Issuance of Series B preferred shares for investment, shares | 500,000 | ||||||||
Issuance of common shares under private placement | $ 13 | 71,487 | (25,000) | 46,500 | |||||
Issuance of common shares under private placement, shares | 131,250 | ||||||||
Cancellation of treasury stock | $ (165) | (99,478) | 99,643 | ||||||
Cancellation of treasury stock, shares | (1,650,000) | ||||||||
Issuance of common shares for note settlement | $ 1,892 | 2,632,227 | 2,634,119 | ||||||
Issuance of common shares for note settlement, shares | 18,916,774 | ||||||||
Issuance of shares for services - related parties | $ 600 | 1,559,400 | 1,560,000 | ||||||
Issuance of shares for services - related parties, shares | 1 | 6,000,000 | |||||||
Issuance of shares for services | $ 238 | 1,300,575 | 1,300,813 | ||||||
Issuance of shares for services, shares | 2,377,142 | ||||||||
Issuance of common shares for Series B preferred shares conversion | $ (50) | $ 208 | (158) | 50 | |||||
Issuance of common shares for Series B preferred shares conversion, shares | (500,000) | 2,083,333 | |||||||
Net income (Loss) | (7,339,890) | (7,339,890) | |||||||
Balance at Dec. 31, 2020 | $ 5,507 | 9,167,038 | (10,559,658) | (3,894) | (1,391,007) | ||||
Balance, shares at Dec. 31, 2020 | 1 | 55,066,855 | |||||||
Imputed interest | 1,979 | 1,979 | |||||||
Reclassification of derivative liabilities due to note conversion | 1,116,122 | 1,116,122 | |||||||
Issuance of common shares under private placement | $ 20 | 99,980 | 100,000 | ||||||
Issuance of common shares under private placement, shares | 500,000 | 200,000 | |||||||
Issuance of shares for services - related parties | $ 650 | 2,510,000 | 2,510,650 | ||||||
Issuance of shares for services - related parties, shares | 6,500,000 | ||||||||
Issuance of shares for services | $ 736 | 1,823,471 | 1,824,207 | ||||||
Issuance of shares for services, shares | 7,366,678 | ||||||||
Net income (Loss) | (9,980,911) | (9,980,911) | |||||||
Issuance of Series B preferred shares for In Process Research and Development | $ 50 | 601,802 | 601,852 | ||||||
Issuance of Series B preferred shares for In Process Research and Development, shares | 500,000 | ||||||||
Issuance of common shares for Series B preferred shares conversion | $ (50) | $ 206 | (156) | ||||||
Issuance of common shares for series B preferred shares conversion, shares | (500,000) | 2,057,613 | |||||||
Issuance of common shares for note conversion and settlement | $ 1,255 | 1,227,216 | 1,228,471 | ||||||
Issuance of common shares for note conversion and settlement, shares | 12,545,171 | ||||||||
Issuance of common shares for debt settlement | $ 71 | 119,454 | 119,525 | ||||||
Issuance of common shares for debt settlement, shares | 708,750 | ||||||||
Balance at Dec. 31, 2021 | $ 8,445 | $ 16,666,906 | $ (20,540,569) | $ (3,894) | $ (3,869,111) | ||||
Balance, shares at Dec. 31, 2021 | 1 | 84,445,067 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (10,225,497) | $ (6,460,653) |
Net loss from discontinued operations | 244,586 | (879,237) |
Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||
Amortization of debt discount | 1,958,298 | 777,964 |
Change in derivative liabilities | (2,469,697) | 107,574 |
Derivatives expenses | 3,540,725 | |
Forgiveness of Loan | (45,500) | |
Impairment loss | 670,280 | |
Imputed interest expense | 1,979 | 3,345 |
Loss on disposal | 3,800 | |
Loss on loans settlement | 58,059 | 1,155,685 |
Stock issued for services rendered | 4,334,857 | 2,860,813 |
Stock issued for in process research and development | 601,852 | |
(Increase) decrease in operating assets: | ||
Inventory | (3,840) | |
Prepaid expenses | 3,333 | (3,333) |
Rent Deposit | (3,599) | (3,800) |
(Decrease) increase in operating liabilities: | ||
Accounts payable | 40,342 | 13,389 |
Accrued interest payable | 77,296 | 213,430 |
Accrued compensation - related parties | (5,500) | 96,000 |
NET CASH (USED IN) OPERATING ACTIVITIES OF CONTINUING OPERATIONS | (1,888,506) | (1,448,542) |
NET CASH (USED IN) OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS | (323,256) | (704,721) |
NET CASH (USED IN) OPERATING ACTIVITIES | (2,211,762) | (2,153,263) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
NET CASH (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS | ||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS | 10,000 | (27,392) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS | 10,000 | (27,392) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings - related parties | 141,928 | |
(Repayment) to borrowings - related parties | (141,928) | |
Proceeds from borrowings | 3,738,999 | 947,750 |
(Repayment) to borrowings | (427,500) | (40,000) |
Proceeds from sales of stock | 100,000 | 46,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS | 3,411,499 | 954,250 |
NET CASH (USED IN) FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS | (25,164) | (7,070) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,386,335 | 947,180 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,184,572 | (1,233,475) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 25,235 | 1,258,710 |
End of period | 1,209,807 | 25,235 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 106,677 | 2,674 |
Non-cash transactions: | ||
Cancellation of common shares | 99,643 | |
Common shares issued for notes conversion | 1,228,471 | 1,282,386 |
Common shares issued for loan settlement | 111,466 | 86,771 |
Discounts on convertible notes | (3,756,000) | 876,098 |
Issuance of Series B for Investment | 605,488 | |
Lease Inception | 348,279 | |
Related party’s note settled in shares | 109,278 | |
Settlement of derivative liabilities | 1,116,122 | 907,551 |
Stock Payable | $ 25,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Organization, Ownership and Business Prior to May 31, 2018, the Company was a 93.2 American AMIN 10,100,000 93.2 6.4 On April 12, 2019, the Company entered into a Share Exchange Agreement (the “ Agreement Novopelle 18,000,000 Novopelle 100 On April 28, 2020, the Company incorporated a wholly-owned subsidiary, ZipDoctor, Inc. (“ ZipDoctor On May 15, 2020, the Company entered into a Securities Purchase Agreement (the “ SPA GCN Life Guru 51 500,000 500,000 1.00 1,500,000 1,500,000 Impact of COVID-19 Pandemic on Consolidated Financial Statements. COVID-19 As of the date of this Report, our operations are limited, and consist mainly of ZipDoctor, Inc., Life Guru, Inc., EPIQ Scripts, LLC, EPIQ MD, Inc. and Mangoceuticals, Inc. Moving forward, economic recessions, including those brought on by the continued COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. Any prolonged disruption to our operations or work force availability is likely to have a significant adverse effect on our results of operations, cash flows and ability to meet continuing debt service requirements. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. Principles of Consolidation The consolidated financial statements include the accounts of AMIH and its subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Legend Nutrition, Inc., Capitol City Solutions USA, Inc. ZipDoctor, Inc., LifeGuru, Inc., Mangoceuticals, Inc., and EPIQ MD, Inc. VISSIA Waterway, Inc., VISSIA McKinney LLC, Capitol City Solutions USA, Inc. and Legend Nutrition, Inc. (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company had $ 3,840 and $ 0 inventory from continuing operations as of December 31, 2021 and 2020, respectively. No allowance was necessary as of December 31, 2021 and 2020. Net Loss Per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets Long-lived assets include: Property, Plant and Equipment – Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Schedule of Estimated Useful Lives of Property, Plant and Equipment Depreciable life Residual value Machinery and Equipment 5 years 0 % Furniture and fixture 7 years 0 % Computer and software 3 years 0 % Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss being recognized as a component of other income or expense. Identifiable intangible assets – These assets are recorded at acquisition cost. Intangible assets with finite lives are amortized evenly over their estimated useful lives. At least annually, we review all long-lived assets for impairment. When necessary, we record changes for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets. If the carrying amount of a reporting unit exceeds its fair value, we measure the possible goodwill impairment based upon an allocation of the estimate of fair value of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including any previously unrecognized intangible assets (Step Two Analysis). The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities (“carrying amount”) is the implied fair value of goodwill. Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. Fair value of financial instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our financial instruments include cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, loans payable, derivative liabilities and billing in excess of costs and estimated earnings. The carrying values of the Company’s cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, short-term loans payable, derivative liabilities and billing in excess of costs and estimated earnings approximate their fair value due to their short-term nature. The Company’s convertible note payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used the Lattice Model to determine the fair values of these derivative liabilities. See Note 12 for the Company’s assumptions used in determining the fair value of these financial instruments. Convertible notes payable The Company accounts for convertible notes payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible notes payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company has also recorded the resulting discount on debt related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. Derivative liabilities The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. Management’s Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the year ended December 31, 2021, the Company had no significant revenue from continuing or discounted operations which were derived from a single or a few major customers. Revenue Recognition The Company generates its revenue from monthly membership subscriptions. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. The Company recognizes revenue when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services. The Company’s subsidiaries, EPIQ MD, Inc. and ZipDoctor, Inc. both provide its customers with access to its telemedicine platform where customers have unlimited access to start a doctor visit 24/7. The customers pay a flat fee per month for use of the platform and is not dependent on the frequency of the doctor visits. Each doctor visit is included in the monthly subscription fee. EPIQ MD: The base monthly subscription fees range from $ 24.95 49.95 4.95 9.95 The customer gains immediate access to the telemedicine platform upon completing the enrollment process and making the first month’s payment, at which point the Company recognizes the revenue from that customer. Billing commences on the day that the customer is enrolled for the Company’s services and is continued to be billed on the calendar day of each calendar month, in accordance with the original date of enrollment. Customer’s may cancel their subscription at any time provided that they provide the Company with thirty (30) days advanced written notice of cancellation with no cancellation fees charged to the customer. In the event a subscriber provides a notice of cancellation within the membership period, the customer will be billed on their regular billing date at an amount adjusted to reflect an amount due until the cancellation date. For avoidance of doubt, if a subscriber is billed $29.95 on the 1st of the month and cancels on the 15th, the subscriber will be billed on the 1st of the following month at a prorated rate through the 15th, or at a rate of $14.97 ZipDoctor, Inc 25.00 45.00 Customer’s may cancel their subscription at any time provided that they provide the Company with thirty (30) days advanced written notice of cancellation with no cancellation fees charged to the customer. In the event a subscriber provides a notice of cancellation within the membership period, the customer will be billed on their regular billing date at an amount adjusted to reflect an amount due until the cancellation date. For avoidance of doubt, if a subscriber is billed $25.00 on the 1st of the month and cancels on the 15th, the subscriber will be billed on the 1st of the following month at a prorated rate through the 15th, or at a rate of $12.50 LEGEND NUTRITION – DISCONTINUED OPERATIONS The Company recognizes revenue in according with Accounting Standards Codification (ASC) Topic 606. The underlying principle is that the Company recognize revenue to depict the transfer of promised goods and services to customers in an amount that they expect to be entitled to in the exchange for goods and services provided. The Company’s discontinued subsidiary, Legend Nutrition, Inc., operated a retail store in which it sold nutritional and wellness related products. Legend’s business was solely based on the sale of retail products and did not offer any non-tangible services. Revenue for the entire product sold was recognized when the customer purchased and had control of the product, even if the terms included a right of return. Legend accounted for any discounts and concessions at the time of sale and accounted for returns and refunds when Legend received the product back in its possession where in some instances, if the product was unused, would be returned to Legend’s inventory or, if used, would be discarded. Costs of revenue included the amounts that Legend paid its wholesalers and distributors and recognized the cost of revenue when the products were sold and transferred to the possession of the customer. The cost of revenue was deducted from Legends open inventory balance upon sale. Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On July 27, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. A material related party transaction has been identified in Note 11 in the financial statements. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“ FASB In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”. This standard simplifies the accounting for income taxes. This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company adopted ASU 2019-12 effective on January 1, 2021, and it did not have an effect on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 2 – Property and Equipment Property and equipment from continuing operations were as follows at December 31, 2021 and 2020: Schedule of Property and Equipment December 31, December 31, 2021 2020 Leasehold improvements - - Furniture & fixtures - - Equipment - - Gross property and equipment - - Less accumulated depreciation and amortization - - Net property and equipment $ - $ - Property and equipment from discontinued operations were as follows at December 31, 2021 and 2020: Schedule of Property and Equipment December 31, December 31, 2021 2020 Leasehold improvements $ 4,262 $ 4,262 Furniture & fixtures 18,830 29,902 Equipment - - Gross property and equipment 23,092 118,083 Less accumulated depreciation and amortization 8,823 10,422 Net property and equipment $ 14,199 $ 107,661 As a result of discontinued operations, the leasing equipment of $ 67,336 Depreciation and amortization expense from continuing operations for the years ended December 31, 2021 and 2020 was $ 0 and $ 0 , respectively. Depreciation and amortization expense from discontinued operations for the years ended December 31, 2021 and 2020 was $ 8,823 and $ 10,422 , respectively. |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Asset Purchase Agreement | |
Asset Purchase Agreement | Note 3 – Asset Purchase Agreement On October 18, 2019, Legend Nutrition, Inc. (“Legend”), a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement with David Morales (the “Asset Purchase Agreement”) to acquire all of the assets associated with and related to a retail vitamin, supplements and nutrition store located in Mckinney, TX previously doing business as “Ideal Nutrition”. Pursuant to the Asset Purchase Agreement, Legend purchased a variety of assets including software, contracts, bank and merchant accounts, products, inventory, computers, security systems and other intellectual properties (the “Assets”). For consideration of the Assets, Legend issued to Mr. Morales a promissory note in the amount of Seventy-Five Thousand US Dollars ($ 75,000 5 maturity date of one year 16,303 29,689 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 4 – Goodwill As of December 31, 2021, the goodwill in connection with the acquisition of the assets in October 2019 associated with and related to a retail vitamin, supplements and nutrition store located in McKinney, Texas was $ 0 Goodwill is not amortized, but is evaluated for impairment annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. The Company determined impairment adjustment was necessary for the year ended December 31, 2020, since the goodwill was not substantiating a future cash flow. Hence, goodwill of $ 29,689 |
Licensing Agreement
Licensing Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Licensing Agreement | |
Licensing Agreement | Note 5 – Licensing Agreement On June 27 th Novo Medspa Exclusive License 40,000 250,000 250,000 0.10 25,000 During the fourth quarter of 2019, the Company opened a new MedSpa location and paid Novo MedSpa a one-time cash payment of $ 30,000 On May 13, 2020, the Company provided Novo Medspa with notice to terminate the June 27, 2019 License Agreement in pursuit of the Company’s desire to establish and develop its own brand and have the flexibility to offer additional products and services that are not currently available at Novopelle branded locations, which was effective immediately. Accordingly, the license of $ 95,000 |
Other assets
Other assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Note 6 – Other assets On May 15, 2020, the Company executed a securities purchase agreement with Global Career Networks Inc, a Delaware corporation (the “ Seller the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru’s common stock. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the second quarter of 2022. In consideration for the purchase, the Company agreed to issue the Seller 500,000 . An additional up to 1,500,000 Series B Preferred Stock shares will be issuable to the Seller upon the following milestones, provided that such milestones are met prior to the earlier of (i) one (1) year after closing; and (ii) thirty (30) days after the Company has provided the Seller written notice of a breach by the Seller of any provision of the SPA, which breach has not been reasonably cured within such thirty (30) day period (such earlier date of (i) and (ii), the “ Milestone Termination Date (a) 500,000 (b) 500,000 (c) 500,000 The fair value of 500,000 605,488 The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones. The 51 605,488 During the first quarter of 2021, the Company issued 500,000 Series B Preferred Stock shares for reaching the first milestone (milestone (a)). The fair value of 500,000 shares of the Company’s Series B Preferred Stock issued at closing, valued on such grant date was $ 601,852 , which equaled the market price per common share on the grant multiplied by the equivalent number of common shares which would be issuable upon conversion of Series B Preferred Stock. This amount was expensed as in process research and development. The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones. Since more than one year has elapsed since closing, the right of the Seller to earn the milestone shares set forth in (b) and (c) above has expired. |
Capital lease
Capital lease | 12 Months Ended |
Dec. 31, 2021 | |
Capital Lease | |
Capital lease | Note 7 – Capital lease On June 17, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $ 44,722 1,819 0 On July 14, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $ 44,722 1,819 0 |
Operating Right-of-Use Lease Li
Operating Right-of-Use Lease Liability | 12 Months Ended |
Dec. 31, 2021 | |
Operating Right-of-use Lease Liability | |
Operating Right-of-Use Lease Liability | Note 8 – Operating Right-of-Use Lease Liability On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-2, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosure surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. As of December 31, 2021, the Company had three (3) leasing agreements subject to Accounting Standards Codification (ASC) 842. Location 1 – Capitol City Solutions USA, Inc. On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $ 113,794 and an operating lease liability in the amount of $ 113,794 in connection with Location 1. The lease term is sixty-one ( 61 ) months and expires in January 2025 . The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2021: Schedule of Maturities of Lease Liabilities 2021 2022 27,288 2023 27,288 2024 27,288 2025 2,274 Total undiscounted cash flows 84,138 Less imputed interest ( 8 (20,623 ) Present value of lease liability $ 63,515 On March 9, 2022, Capitol City Solutions USA, Inc. entered into a Release Agreement with its landlord for the leased premises located at 1043 Asher Way, Suite 300, Tyler, TX 75703 whereby the landlord agreed to release CCS from its remaining obligations under the lease in exchange for a total of $ 18,523 . Total rental expense related to this location for the year ended December 31, 2021, was $ 0 . The operating lease right-of-use asset net balance on December 31, 2021, related to this location was $ 0 Location 2 – VISSIA Mckinney, LLC On January 1, 2019, the Company recognized an operating right-of-use asset in the amount of $ 287,206 294,774 84 The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2021: Schedule of Maturities of Lease Liabilities 2021 54,951 2022 55,854 2023 56,776 2024 57,715 2025 53,828 Total undiscounted cash flows 279,124 Less imputed interest ( 8 (83,144 ) Present value of lease liability $ 195,980 On September 5, 2021, Vissia Mckinney, LLC entered into a Release Agreement with its landlord for the leased premises located at 5000 Collin Mckinney Parkway, Mckinney, Texas 75070 whereby the landlord agreed to release Vissia Mckinney from its remaining obligations under the lease in exchange for a total of $ 22,500 10,000 12,500 0 0 Location 3 – VISSIA Waterway, Inc. On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $ 234,485 234,485 60 The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: Schedule of Maturities of Lease Liabilities 2021 55,540 2022 57,206 2023 58,922 2024 60,690 Total undiscounted cash flows 232,358 Less imputed interest ( 8 (49,529 ) Present value of lease liability $ 182,829 On December 31, 2021, Vissia Waterway, LLC entered into a Release Agreement with its landlord for the leased premises located at 25 Waterway Avenue, The Woodlands, Montgomery County, Texas whereby the landlord agreed to release Vissia Waterway from its remaining obligations under the lease in exchange for a total of $ 88,679 0 0 |
Accrued Compensation for Relate
Accrued Compensation for Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Accrued Compensation for Related Parties | Note 9 – Accrued Compensation for Related Parties At December 31, 2021, accrued compensation was $ 103,500 53,500 25,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 – Notes Payable Notes payable represents the following at December 31, 2021: Schedule of Notes Payable Note payable . $ 40,000 Note payable to an individual dated July 8, 2019 for $ 40,000 8 July 8, 2020 $ 40,000 Note payable dated July 7, 2020 for $ 50,000 5 July 7, 2021 50,000 Note payable of $ 53,000 53,000 8 November 5, 2021 22 61 10 39 70,736 53,000 Less: Repayment (53,000 ) - Note payable of $ 105,000 100,000 5,000 8 135 0.50 60 10 40 111,466 708,750 50,000 0.1614 0.45 58,059 $ 105,000 Less: Repayment (105,000 ) - Note payable of $ 53,000 53,000 8 December 14, 2021 22 61 10 39 70,736 $ 53,000 Less: Repayment (53,000 ) - Note payable to an unrelated party dated September 11, 2020 for $ 4,000 $ 4,000 Note payable to an unrelated party dated September 16, 2020 for $ 5,000 $ 5,000 Note payable of $ 56,750 52,750 8 October 12, 2021 24 0.50 60 10 40 56,750 760,928 $ 56,750 Less: Repayment (56,750 ) - Note payable of $ 138,00 138,000 8 November 13, 2021 18 61 10 39 183,483 $ 138,000 Less: Repayment (138,000 ) - Note payable of $ 83,500 83,500 8 March 2, 2022 22 61 10 39 104,527 $ 83,500 Less: Repayment (83,500 ) - Note payable of $ 425,000 400,000 6 January 7, 2022 15 0.50 75 7 25 437,359 2,549,999 $ 425,000 Less: Conversion (425,000 ) - Note payable of $ 425,000 400,000 6 January 7, 2022 15 0.50 75 7 25 437,297 3,220,515 $ 425,000 Less: Conversion (425,000 ) - Note payable of $ 300,000 282,000 6 March 30, 2022 15 0.2437 75 7 25 $ 300,000 Note payable of $ 300,000 282,000 6 March 30, 2022 15 0.2437 75 7 25 51,116 881,310 $ 300,000 Less: Conversion (50,000 ) 250,000 Note payable of $ 265,958 250,000 6 June 24, 2022 15 0.2437 75 7 25 118,668 2,390,000 $ 265,958 Less: Conversion (118,668 ) 147,290 Note payable of $ 271,958 256,000 6 June 24, 2022 15 0.2437 75 7 25 140,000 2,742,419 $ 271,958 Less: Conversion (133,806 ) 138,152 As of December 31, 2021 the Company had a short-term Advance payable in amount of $ 50,000 $ 50,000 Notes payable, before conversion $ 50,000 Less: Repayment (50,000 ) - Note payable of $ 750,000 750,000 10 June 24, 2022 16 0.075 80 $ 750,000 Note payable of $ 500,000 500,000 10 November 30, 2022 16 0.075 80 $ 500,000 Note payable of $ 250,000 250,000 10 December 1, 2022 16 0.075 80 $ 250,000 Note payable of $ 500,000 5000,000 10 December 2, 2022 16 0.075 80 $ 500,000 As of December 31, 2021 the Company had a short-term Advance payable in amount of $ 20,000 $ 20,000 Notes payable, gross $ 2,950,442 Less: unamortized discount (2,479,023 ) Total $ 471,419 Short term convertible notes, net of discount of $ 2,479,023 $ 396,419 Long-term convertible notes, net of discount of $ 0 $ 0 Short-term non-convertible notes – continuing operations $ 75,000 Short-term non-convertible notes – discontinued operations $ 4,000 Long-term non-convertible notes $ 0 |
Loans from Related Parties
Loans from Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Loans from Related Parties | Loans from Related Parties Schedule of Loans from Related Parties 1 On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “ AMIH Shareholders 5,900,000 350,000 Promissory Notes 5,900,000 10 7,506 18,982 280,108 3,476,495 0.31 0.27 758,601 $ 350,000 Loans from related parties, before conversion $ 350,000 Less: Conversion (240,000 ) 110,000 As of December 31, 2021, the Company had a short-term note payable in the amount of $ 13,473 13,473 As of December 31, 2021, outstanding loan balances payable to the Company’s CEO and board member, Jacob Cohen, were $ 50 50 Loans from related parties, gross $ 123,523 Less: unamortized discount 0 Total $ 123,523 Long-term loan from related parties $ 0 Short-term loan from related parties – continuing operations $ 123,473 Short-term loan from related parties – discontinued operations $ 50 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 12– Derivative Liabilities Notes that are convertible at a discount to market are considered embedded derivatives. Under Financial Accounting Standard Board (“ FASB Derivatives and Hedging ASC 815 The Company’s convertible note has been evaluated with respect to the terms and conditions of the conversion features contained in the note to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the notes totaled $ 1,575,083 The Convertible Note derivatives were valued as of December 31, 2020, at issuance, at conversion and at December 31, 2021 as set forth in the table below. Schedule of Convertible Note Derivatives Derivative liabilities as of December 31, 2020 $ 517,366 Initial derivative liabilities at new note issuance 7,209,723 Initial loss (0 ) Conversion (1,116,124 ) Mark to market changes (2,469,693 ) Derivative liabilities as of December 31, 2021 $ 4,141,272 As of December 31, 2021, the Company had derivative liabilities of $ 4,141,272 1,171,028 The following assumptions were used for the valuation of the derivative liability related to the Notes: - The stock price would fluctuate with the Company’s projected volatility; - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note ranged from 116 206 - The Company would not redeem the notes; - An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty - The Company would raise capital quarterly at market, which could trigger a reset event; and - The Holder would convert the note monthly if the Company was not in default. The following assumptions were used for the valuation of the warrant derivative liability related to the Notes: - The stock price would fluctuate with the Company’s projected volatility; - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note ranged from 166 166.9 - The Warrants with the fixed $ 0.20 0.35 0.50 - The Company would raise capital quarterly at market, which could trigger a reset event; - The cash flows are discounted to net present values using risk free rates; discount rates were based on risk free rates in effect based on the remaining term. - The occurrence of a fundamental transaction by a public company was estimated at 2.5% after 2.5 years and 5% prior to maturity; and - The Holder would hold the warrant to maturity ( 5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The Company has current net operating loss carryforwards in excess of $ 20,540,569 2029 Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The components of deferred income tax assets are as follows: Schedule of Income Taxes December 31, 2021 Deferred Tax Asset: Net Operating Loss $ 9,980,911 Valuation Allowance (9,980,911 ) Net Deferred Asset $ — At December 31, 2021, the Company provided a 100 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 14 – Capital Stock Preferred Stock The Company is authorized to issue up to 5,000,000 0.0001 2,000,000 2,999,997 The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $ 1.00 The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company’s common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices (“ VWAP On May 15, 2020, the Company entered into a Securities Purchase Agreement with GCN as described in greater detail in “Note 1 Summary of Significant Account Policies – Organization, Ownership and Business”. Pursuant to the SPA, the Company acquired a 51% interest in Life Guru from GCN in consideration for 500,000 500,000 1.00 1,500,000 1,500,000 500,000 605,488 500,000 On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company’s outstanding common stock and therefore controlled the Company prior to such issuance During the first quarter of 2021, the Company issued 500,000 500,000 601,852 2,057,613 As of December 31, 2021 and December 31, 2020, there was one no Common Stock The Company is authorized to issue up to 195,000,000 0.0001 84,445,067 55,066,855 On January 12, 2021, the Company issued 708,750 50,000 58,059 On February 2, 2021, the Company issued 200,000 100,000 In the first quarter of 2021, the Company issued 11,800,000 4,223,390 In the first quarter of 2021, the Company issued 2,730,548 502,050 In the first quarter of 2021, the Company issued 500,000 2,057,613 601,582 In the second quarter of 2021, the Company issued 3,800,894 416,636 In the third quarter of 2021, the Company issued 915,000 68,609 In the third quarter of 2021, the Company issued 3,049,304 156,204 In the fourth quarter, the Company issued 1,151,678 92,293 In the fourth quarter of 2021, the Company issued 2,964,425 153,580 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 15 – Going Concern These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanying financial statements, the Company has a net loss from continuing operation of $ 10,225,497 6,460,653 244,586 879,237 20,540,569 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 – Commitments and Contingencies In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. On October 14, 2019, Robert Holden, the Company’s former CEO, filed a Petition and Application for Temporary Restraining Order in the District Court, 152 nd 3,800,000 clear and specific evidence AMIH vs. Winfred Fields On November 11, 2019, the Company filed an Original Petition and Jury Demand in the 458 th th 650,000 750,000 Exchanged Shares 42,500 Fields Note 100,000 650,000 Asher Park, LLC vs. Novopelle Tyler On August 11, 2021, Asher Park, LLC (“Asher Park”) filed a petition against the Company and its subsidiary, Novopelle Tyler, Inc. (“Novopelle Tyler”) in the 241 st 66,651 On January 26, 2022, Novopelle Tyler and the Company entered into a Settlement Agreement & Mutual Release with Asher Park whereby Novopelle Tyler and the Company agreed to pay Asher Park a total of $ 35,000 in full and final settlement of all of the Asher Park’s claims. Accordingly, Asher Park, in consideration for the execution of the Settlement Agreement agreed to dismiss the lawsuit against both Novopelle Tyler and the Company. Stanley Tate d/b/a Triangle Cabinets vs. Capitol City Solutions USA, Inc. On September 10, 2021, Stanley Tate d/b/a Triangle Cabinets (“Tate”), a materials supplier and subcontractor that was hired by the Company’s subsidiary, Capitol City Solutions USA, Inc. (CCS), filed a petition against the Company, CCS, and CCS’s construction client, PC Gateway, LLC (“PC Gateway”) in the 136 th 77,681 On December 29, 2021, Tate dismissed all claims against both the Company and CCS. Capitol City Solutions USA, Inc. vs. Peak Living, LLC and PC Gateway, LLC On November 1, 2021, the Company’s subsidiary, Capitol City Solutions USA, Inc. (CCS), filed a petition against PC Gateway and Peak Living, LLC (“Peak Living”) in the 58 th 2,069,908 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations During 2020 and 2021, the Company decided to discontinue the operation of its VISSIA McKinney, VISSIA Waterway, Legend Nutrition and Capitol City Solutions USA, Inc. VISSIA McKinney, VISSIA Waterway, Legend Nutrition and Capitol City Solutions have been presented as discontinued operations in the accompanying consolidated financial statements. The operating results for VISSIA McKinney, VISSIA Waterway, Legend Nutrition and Capitol City Solutions have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2021 and December 31, 2020 as discontinued operations and are summarized below: Schedule of Discontinued Operations 2021 2020 The Years Ended 2021 2020 Revenue $ 2,530 $ 6,107,106 Cost of revenue - 5,058,373 Gross profit 2,530 1,048,813 Operating expenses 57,659 1,205,993 Loss from operations (55,130 ) (157,180 ) Other income (expenses) 299,716 (722,057 ) Net loss $ 244,586 $ (879,237 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events On January 5, 2022, the Company issued 1,200,000 50,688 6% On January 6, 2022, the Company issued 710,227 30,000 6 On January 12, 2022, the Company issued an award of 5,000,000 On January 27, 2022, the Company issued 1,260,000 0.0625 78,687 On February 2, 2022, the Company issued 3,182,479 124,117 6% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Ownership and Business | Organization, Ownership and Business Prior to May 31, 2018, the Company was a 93.2 American AMIN 10,100,000 93.2 6.4 On April 12, 2019, the Company entered into a Share Exchange Agreement (the “ Agreement Novopelle 18,000,000 Novopelle 100 On April 28, 2020, the Company incorporated a wholly-owned subsidiary, ZipDoctor, Inc. (“ ZipDoctor On May 15, 2020, the Company entered into a Securities Purchase Agreement (the “ SPA GCN Life Guru 51 500,000 500,000 1.00 1,500,000 1,500,000 Impact of COVID-19 Pandemic on Consolidated Financial Statements. COVID-19 As of the date of this Report, our operations are limited, and consist mainly of ZipDoctor, Inc., Life Guru, Inc., EPIQ Scripts, LLC, EPIQ MD, Inc. and Mangoceuticals, Inc. Moving forward, economic recessions, including those brought on by the continued COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. Any prolonged disruption to our operations or work force availability is likely to have a significant adverse effect on our results of operations, cash flows and ability to meet continuing debt service requirements. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of AMIH and its subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Legend Nutrition, Inc., Capitol City Solutions USA, Inc. ZipDoctor, Inc., LifeGuru, Inc., Mangoceuticals, Inc., and EPIQ MD, Inc. VISSIA Waterway, Inc., VISSIA McKinney LLC, Capitol City Solutions USA, Inc. and Legend Nutrition, Inc. (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. |
Cash Equivalents | Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 |
Inventory | Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company had $ 3,840 and $ 0 inventory from continuing operations as of December 31, 2021 and 2020, respectively. No allowance was necessary as of December 31, 2021 and 2020. |
Net Loss Per Common Share | Net Loss Per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share |
Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets | Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets Long-lived assets include: Property, Plant and Equipment – Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Schedule of Estimated Useful Lives of Property, Plant and Equipment Depreciable life Residual value Machinery and Equipment 5 years 0 % Furniture and fixture 7 years 0 % Computer and software 3 years 0 % Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss being recognized as a component of other income or expense. Identifiable intangible assets – These assets are recorded at acquisition cost. Intangible assets with finite lives are amortized evenly over their estimated useful lives. At least annually, we review all long-lived assets for impairment. When necessary, we record changes for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets. If the carrying amount of a reporting unit exceeds its fair value, we measure the possible goodwill impairment based upon an allocation of the estimate of fair value of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including any previously unrecognized intangible assets (Step Two Analysis). The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities (“carrying amount”) is the implied fair value of goodwill. Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. |
Fair value of financial instruments | Fair value of financial instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our financial instruments include cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, loans payable, derivative liabilities and billing in excess of costs and estimated earnings. The carrying values of the Company’s cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, short-term loans payable, derivative liabilities and billing in excess of costs and estimated earnings approximate their fair value due to their short-term nature. The Company’s convertible note payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used the Lattice Model to determine the fair values of these derivative liabilities. See Note 12 for the Company’s assumptions used in determining the fair value of these financial instruments. |
Convertible notes payable | Convertible notes payable The Company accounts for convertible notes payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible notes payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company has also recorded the resulting discount on debt related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. |
Derivative liabilities | Derivative liabilities The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. |
Management’s Estimates and Assumptions | Management’s Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. |
Concentration and Risks | Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the year ended December 31, 2021, the Company had no significant revenue from continuing or discounted operations which were derived from a single or a few major customers. |
Revenue Recognition | Revenue Recognition The Company generates its revenue from monthly membership subscriptions. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. The Company recognizes revenue when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services. The Company’s subsidiaries, EPIQ MD, Inc. and ZipDoctor, Inc. both provide its customers with access to its telemedicine platform where customers have unlimited access to start a doctor visit 24/7. The customers pay a flat fee per month for use of the platform and is not dependent on the frequency of the doctor visits. Each doctor visit is included in the monthly subscription fee. EPIQ MD: The base monthly subscription fees range from $ 24.95 49.95 4.95 9.95 The customer gains immediate access to the telemedicine platform upon completing the enrollment process and making the first month’s payment, at which point the Company recognizes the revenue from that customer. Billing commences on the day that the customer is enrolled for the Company’s services and is continued to be billed on the calendar day of each calendar month, in accordance with the original date of enrollment. Customer’s may cancel their subscription at any time provided that they provide the Company with thirty (30) days advanced written notice of cancellation with no cancellation fees charged to the customer. In the event a subscriber provides a notice of cancellation within the membership period, the customer will be billed on their regular billing date at an amount adjusted to reflect an amount due until the cancellation date. For avoidance of doubt, if a subscriber is billed $29.95 on the 1st of the month and cancels on the 15th, the subscriber will be billed on the 1st of the following month at a prorated rate through the 15th, or at a rate of $14.97 ZipDoctor, Inc 25.00 45.00 Customer’s may cancel their subscription at any time provided that they provide the Company with thirty (30) days advanced written notice of cancellation with no cancellation fees charged to the customer. In the event a subscriber provides a notice of cancellation within the membership period, the customer will be billed on their regular billing date at an amount adjusted to reflect an amount due until the cancellation date. For avoidance of doubt, if a subscriber is billed $25.00 on the 1st of the month and cancels on the 15th, the subscriber will be billed on the 1st of the following month at a prorated rate through the 15th, or at a rate of $12.50 LEGEND NUTRITION – DISCONTINUED OPERATIONS The Company recognizes revenue in according with Accounting Standards Codification (ASC) Topic 606. The underlying principle is that the Company recognize revenue to depict the transfer of promised goods and services to customers in an amount that they expect to be entitled to in the exchange for goods and services provided. The Company’s discontinued subsidiary, Legend Nutrition, Inc., operated a retail store in which it sold nutritional and wellness related products. Legend’s business was solely based on the sale of retail products and did not offer any non-tangible services. Revenue for the entire product sold was recognized when the customer purchased and had control of the product, even if the terms included a right of return. Legend accounted for any discounts and concessions at the time of sale and accounted for returns and refunds when Legend received the product back in its possession where in some instances, if the product was unused, would be returned to Legend’s inventory or, if used, would be discarded. Costs of revenue included the amounts that Legend paid its wholesalers and distributors and recognized the cost of revenue when the products were sold and transferred to the possession of the customer. The cost of revenue was deducted from Legends open inventory balance upon sale. |
Stock based compensation | Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On July 27, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. |
Income Taxes | Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. A material related party transaction has been identified in Note 11 in the financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“ FASB In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”. This standard simplifies the accounting for income taxes. This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company adopted ASU 2019-12 effective on January 1, 2021, and it did not have an effect on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Schedule of Estimated Useful Lives of Property, Plant and Equipment Depreciable life Residual value Machinery and Equipment 5 years 0 % Furniture and fixture 7 years 0 % Computer and software 3 years 0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Continuing Operations [Member] | |
Schedule of Property and Equipment | Property and equipment from continuing operations were as follows at December 31, 2021 and 2020: Schedule of Property and Equipment December 31, December 31, 2021 2020 Leasehold improvements - - Furniture & fixtures - - Equipment - - Gross property and equipment - - Less accumulated depreciation and amortization - - Net property and equipment $ - $ - |
Discontinued Operations [Member] | |
Schedule of Property and Equipment | Property and equipment from discontinued operations were as follows at December 31, 2021 and 2020: Schedule of Property and Equipment December 31, December 31, 2021 2020 Leasehold improvements $ 4,262 $ 4,262 Furniture & fixtures 18,830 29,902 Equipment - - Gross property and equipment 23,092 118,083 Less accumulated depreciation and amortization 8,823 10,422 Net property and equipment $ 14,199 $ 107,661 |
Operating Right-of-Use Lease _2
Operating Right-of-Use Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capitol City Solutions USA, Inc. [Member] | |
Schedule of Maturities of Lease Liabilities | The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2021: Schedule of Maturities of Lease Liabilities 2021 2022 27,288 2023 27,288 2024 27,288 2025 2,274 Total undiscounted cash flows 84,138 Less imputed interest ( 8 (20,623 ) Present value of lease liability $ 63,515 |
VISSIA Mckinney, LLC [Member] | |
Schedule of Maturities of Lease Liabilities | The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2021: Schedule of Maturities of Lease Liabilities 2021 54,951 2022 55,854 2023 56,776 2024 57,715 2025 53,828 Total undiscounted cash flows 279,124 Less imputed interest ( 8 (83,144 ) Present value of lease liability $ 195,980 |
VISSIA Waterway, Inc. [Member] | |
Schedule of Maturities of Lease Liabilities | The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: Schedule of Maturities of Lease Liabilities 2021 55,540 2022 57,206 2023 58,922 2024 60,690 Total undiscounted cash flows 232,358 Less imputed interest ( 8 (49,529 ) Present value of lease liability $ 182,829 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable represents the following at December 31, 2021: Schedule of Notes Payable Note payable . $ 40,000 Note payable to an individual dated July 8, 2019 for $ 40,000 8 July 8, 2020 $ 40,000 Note payable dated July 7, 2020 for $ 50,000 5 July 7, 2021 50,000 Note payable of $ 53,000 53,000 8 November 5, 2021 22 61 10 39 70,736 53,000 Less: Repayment (53,000 ) - Note payable of $ 105,000 100,000 5,000 8 135 0.50 60 10 40 111,466 708,750 50,000 0.1614 0.45 58,059 $ 105,000 Less: Repayment (105,000 ) - Note payable of $ 53,000 53,000 8 December 14, 2021 22 61 10 39 70,736 $ 53,000 Less: Repayment (53,000 ) - Note payable to an unrelated party dated September 11, 2020 for $ 4,000 $ 4,000 Note payable to an unrelated party dated September 16, 2020 for $ 5,000 $ 5,000 Note payable of $ 56,750 52,750 8 October 12, 2021 24 0.50 60 10 40 56,750 760,928 $ 56,750 Less: Repayment (56,750 ) - Note payable of $ 138,00 138,000 8 November 13, 2021 18 61 10 39 183,483 $ 138,000 Less: Repayment (138,000 ) - Note payable of $ 83,500 83,500 8 March 2, 2022 22 61 10 39 104,527 $ 83,500 Less: Repayment (83,500 ) - Note payable of $ 425,000 400,000 6 January 7, 2022 15 0.50 75 7 25 437,359 2,549,999 $ 425,000 Less: Conversion (425,000 ) - Note payable of $ 425,000 400,000 6 January 7, 2022 15 0.50 75 7 25 437,297 3,220,515 $ 425,000 Less: Conversion (425,000 ) - Note payable of $ 300,000 282,000 6 March 30, 2022 15 0.2437 75 7 25 $ 300,000 Note payable of $ 300,000 282,000 6 March 30, 2022 15 0.2437 75 7 25 51,116 881,310 $ 300,000 Less: Conversion (50,000 ) 250,000 Note payable of $ 265,958 250,000 6 June 24, 2022 15 0.2437 75 7 25 118,668 2,390,000 $ 265,958 Less: Conversion (118,668 ) 147,290 Note payable of $ 271,958 256,000 6 June 24, 2022 15 0.2437 75 7 25 140,000 2,742,419 $ 271,958 Less: Conversion (133,806 ) 138,152 As of December 31, 2021 the Company had a short-term Advance payable in amount of $ 50,000 $ 50,000 Notes payable, before conversion $ 50,000 Less: Repayment (50,000 ) - Note payable of $ 750,000 750,000 10 June 24, 2022 16 0.075 80 $ 750,000 Note payable of $ 500,000 500,000 10 November 30, 2022 16 0.075 80 $ 500,000 Note payable of $ 250,000 250,000 10 December 1, 2022 16 0.075 80 $ 250,000 Note payable of $ 500,000 5000,000 10 December 2, 2022 16 0.075 80 $ 500,000 As of December 31, 2021 the Company had a short-term Advance payable in amount of $ 20,000 $ 20,000 Notes payable, gross $ 2,950,442 Less: unamortized discount (2,479,023 ) Total $ 471,419 Short term convertible notes, net of discount of $ 2,479,023 $ 396,419 Long-term convertible notes, net of discount of $ 0 $ 0 Short-term non-convertible notes – continuing operations $ 75,000 Short-term non-convertible notes – discontinued operations $ 4,000 Long-term non-convertible notes $ 0 |
Loans from Related Parties (Tab
Loans from Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Loans from Related Parties | Schedule of Loans from Related Parties 1 On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “ AMIH Shareholders 5,900,000 350,000 Promissory Notes 5,900,000 10 7,506 18,982 280,108 3,476,495 0.31 0.27 758,601 $ 350,000 Loans from related parties, before conversion $ 350,000 Less: Conversion (240,000 ) 110,000 As of December 31, 2021, the Company had a short-term note payable in the amount of $ 13,473 13,473 As of December 31, 2021, outstanding loan balances payable to the Company’s CEO and board member, Jacob Cohen, were $ 50 50 Loans from related parties, gross $ 123,523 Less: unamortized discount 0 Total $ 123,523 Long-term loan from related parties $ 0 Short-term loan from related parties – continuing operations $ 123,473 Short-term loan from related parties – discontinued operations $ 50 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Convertible Note Derivatives | The Convertible Note derivatives were valued as of December 31, 2020, at issuance, at conversion and at December 31, 2021 as set forth in the table below. Schedule of Convertible Note Derivatives Derivative liabilities as of December 31, 2020 $ 517,366 Initial derivative liabilities at new note issuance 7,209,723 Initial loss (0 ) Conversion (1,116,124 ) Mark to market changes (2,469,693 ) Derivative liabilities as of December 31, 2021 $ 4,141,272 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Schedule of Income Taxes December 31, 2021 Deferred Tax Asset: Net Operating Loss $ 9,980,911 Valuation Allowance (9,980,911 ) Net Deferred Asset $ — |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Schedule of Discontinued Operations 2021 2020 The Years Ended 2021 2020 Revenue $ 2,530 $ 6,107,106 Cost of revenue - 5,058,373 Gross profit 2,530 1,048,813 Operating expenses 57,659 1,205,993 Loss from operations (55,130 ) (157,180 ) Other income (expenses) 299,716 (722,057 ) Net loss $ 244,586 $ (879,237 ) |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | 5 years |
Residual value | 0.00% |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | 7 years |
Residual value | 0.00% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | 3 years |
Residual value | 0.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | May 15, 2020 | Apr. 12, 2019 | May 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||||
Number of value of common stock shares | $ 100,000 | $ 46,500 | |||
Cash equivalents | 0 | 0 | |||
FDIC insured amount | 250,000 | ||||
Inventory | 3,840 | ||||
Inventory allowances, net | $ 0 | $ 0 | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription fees | $ 49.95 | ||||
Maximum [Member] | Epiq Paws and Epiq Lux [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription fees | 9.95 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription fees | 24.95 | ||||
Minimum [Member] | Epiq Paws and Epiq Lux [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription fees | $ 4.95 | ||||
American International Industries, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment ownership percentage | 93.20% | ||||
Stock issued during period shares restricted stock award gross | 10,100,000 | ||||
American International Industries, Inc. [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment ownership percentage | 93.20% | ||||
American International Industries, Inc. [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment ownership percentage | 6.40% | ||||
Novopelle Diamond, LLC [Member] | Share Exchange Agreement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment ownership percentage | 100.00% | ||||
Number of shares issued | 18,000,000 | ||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment ownership percentage | 51.00% | ||||
Number of shares issued | 500,000 | ||||
Number of value of common stock shares | $ 500,000 | ||||
Shares issued, price per share | $ 1 | ||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of shares issued | 1,500,000 | ||||
Number of value of common stock shares | $ 1,500,000 | ||||
EPIQ MD [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscriber billed discription | if a subscriber is billed $29.95 on the 1st of the month and cancels on the 15th, the subscriber will be billed on the 1st of the following month at a prorated rate through the 15th, or at a rate of $14.97 | ||||
Zip Doctor [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscriber billed discription | if a subscriber is billed $25.00 on the 1st of the month and cancels on the 15th, the subscriber will be billed on the 1st of the following month at a prorated rate through the 15th, or at a rate of $12.50 | ||||
Zip Doctor [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription fees | $ 45 | ||||
Zip Doctor [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription fees | $ 25 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Continuing Operations [Member] | ||
Leasehold improvements | ||
Furniture & fixtures | ||
Gross property and equipment | ||
Less accumulated depreciation and amortization | ||
Net property and equipment | ||
Discontinued Operations [Member] | ||
Leasehold improvements | 4,262 | 4,262 |
Furniture & fixtures | 18,830 | 29,902 |
Equipment | ||
Gross property and equipment | 23,092 | 118,083 |
Less accumulated depreciation and amortization | 8,823 | 10,422 |
Net property and equipment | $ 14,199 | $ 107,661 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Lease equipment returned | $ 67,336 | |
Depreciation and amortization, continuing operations | 0 | $ 0 |
Depreciation and amortization, discontinued operations | $ 8,823 | $ 10,422 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details Narrative) - Legend Nutrition, Inc [Member] - Asset Purchase Agreement [Member] - Mr. Morales [Member] - USD ($) | Oct. 18, 2019 | Dec. 31, 2021 |
Promissory note | $ 75,000 | |
Interest rate | 5.00% | |
Maturity date, description | maturity date of one year | |
Impairment of property and equipment | $ 16,303 | |
Impairment of goodwill | $ 29,689 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | Dec. 31, 2021USD ($) |
Goodwill | $ 29,689 |
Texs [Member] | |
Goodwill | $ 0 |
Licensing Agreement (Details Na
Licensing Agreement (Details Narrative) - USD ($) | May 13, 2020 | Jun. 27, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Number of shares issued during period, values | $ 100,000 | $ 46,500 | |||
Novo MedSpa Addison Corp [Member] | |||||
One time cash payment | $ 40,000 | ||||
Number of shares issued during period, shares | 250,000 | ||||
Shares issued, price per share | $ 0.10 | ||||
Number of shares issued during period, values | $ 25,000 | ||||
Novo MedSpa Addison Corp [Member] | Exclusive License [Member] | |||||
One time cash payment | $ 30,000 | ||||
Impairment of license | $ 95,000 |
Other assets (Details Narrative
Other assets (Details Narrative) - USD ($) | May 15, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Issuance of common shares under private placement | $ 100,000 | $ 46,500 | |||||
Website [Member] | |||||||
Number of shares issued | 500,000 | ||||||
300 Coaches [Member] | |||||||
Number of shares issued | 500,000 | ||||||
1000 Coaches [Member] | |||||||
Number of shares issued | 500,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Number of shares issued | 500,000 | 500,000 | |||||
Number of value for granted shares | $ 605,488 | ||||||
Issuance of common shares under private placement | $ 601,852 | $ 601,852 | |||||
Series B Preferred Stock [Member] | New Issue with Milestone [Member] | |||||||
Number of shares issued | 500,000 | ||||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||
Number of shares issued | 500,000 | ||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | |||||||
Equity method investment, description of principal activities | the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru’s common stock. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the second quarter of 2022. In consideration for the purchase, the Company agreed to issue the Seller 500,000 shares of the Company’s Series B Preferred Stock at closing, which occurred on May 15, 2020 | ||||||
Number of shares issued | 500,000 | ||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | |||||||
Number of shares issued | 1,500,000 | ||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | |||||||
Number of shares issued | 1,500,000 | ||||||
Issuance of common shares under private placement | $ 1,500,000 | ||||||
Share Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Preferred Stock [Member] | |||||||
Issuance of common shares under private placement | $ 605,488 | ||||||
Share Purchase Agreement [Member] | LifeGuru Inc [Member] | Series B Convertible Preferred Stock [Member] | |||||||
Percentage of subsidiary owned | 51.00% | 51.00% | |||||
Impairment of investment | $ 605,488 |
Capital lease (Details Narrativ
Capital lease (Details Narrative) - Vendor [Member] - 24 Installments [Member] - Purchase Equipment Agreement [Member] - USD ($) | Jun. 17, 2020 | Jun. 14, 2020 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Finance lease, payments | $ 44,722 | $ 44,722 | |
Payments for rent | $ 1,819 | $ 1,819 | |
Capital lease obligations | $ 0 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Capitol City Solutions USA, Inc. [Member] | ||
2022 | $ 27,288 | |
2023 | 27,288 | |
2024 | 27,288 | |
2025 | 2,274 | |
Total undiscounted cash flows | 84,138 | |
Less imputed interest (8%) | (20,623) | |
Present value of lease liability | 63,515 | |
VISSIA Mckinney [Member] | ||
2021 | 54,951 | |
2022 | 55,854 | |
2023 | 56,776 | |
2024 | 57,715 | |
2025 | 53,828 | |
Total undiscounted cash flows | 279,124 | |
Less imputed interest (8%) | (83,144) | |
Present value of lease liability | $ 195,980 | |
VISSIA Waterway, Inc. [Member] | ||
2021 | $ 55,540 | |
2022 | 57,206 | |
2023 | 58,922 | |
2024 | 60,690 | |
Total undiscounted cash flows | 232,358 | |
Less imputed interest (8%) | (49,529) | |
Present value of lease liability | $ 182,829 |
Schedule of Maturities of Lea_2
Schedule of Maturities of Lease Liabilities (Details) (Parenthetical) | Dec. 31, 2021 | Dec. 31, 2020 |
Capitol City Solutions USA, Inc. [Member] | ||
Imputed interest | 8.00% | |
VISSIA Mckinney [Member] | ||
Imputed interest | 8.00% | |
VISSIA Waterway, Inc. [Member] | ||
Imputed interest | 8.00% |
Operating Right-of-Use Lease _3
Operating Right-of-Use Lease Liability (Details Narrative) - USD ($) | Mar. 09, 2022 | Sep. 05, 2021 | Jan. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Release Agreement [Member] | |||||
Operating lease payments | $ 12,500 | ||||
Release Agreement [Member] | Furniture and Fixtures [Member] | |||||
Operating lease payments | 10,000 | ||||
Release Agreement [Member] | Landlord [Member] | |||||
Operating lease payments | $ 22,500 | ||||
Release Agreement [Member] | Landlord [Member] | Subsequent Event [Member] | |||||
Operating lease payments | $ 18,523 | ||||
Capitol City Solutions USA, Inc. [Member] | |||||
Operating right-of-use asset | $ 0 | ||||
Operating lease liability | 63,515 | ||||
Rent expenses | 0 | ||||
VISSIA Mckinney [Member] | |||||
Operating right-of-use asset | 0 | ||||
Operating lease liability | 195,980 | ||||
Rent expenses | 0 | ||||
VISSIA Waterway, Inc. [Member] | |||||
Operating right-of-use asset | $ 0 | ||||
Operating lease liability | $ 182,829 | ||||
Operating lease payments | $ 88,679 | ||||
Rent expenses | $ 0 | ||||
Accounting Standards Update 2016-02 [Member] | Capitol City Solutions USA, Inc. [Member] | |||||
Operating right-of-use asset | 113,794 | ||||
Operating lease liability | $ 113,794 | ||||
Lease term | 61 months | ||||
Lessee, Operating Lease, Option to Extend | expires in January 2025 | ||||
Accounting Standards Update 2016-02 [Member] | VISSIA Mckinney [Member] | |||||
Operating right-of-use asset | $ 287,206 | ||||
Operating lease liability | $ 294,774 | ||||
Lease term | 84 months | ||||
Accounting Standards Update 2016-02 [Member] | VISSIA Waterway, Inc. [Member] | |||||
Operating right-of-use asset | $ 234,485 | ||||
Operating lease liability | $ 234,485 | ||||
Lease term | 60 months |
Accrued Compensation for Rela_2
Accrued Compensation for Related Parties (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 103,500 | $ 154,500 |
Jacob Cohen [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | 53,500 | |
Alan Hernandez [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | 25,000 | |
Esteban Alexander [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 25,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Notes payable, gross | $ 2,950,442 | |
Repayment | (427,500) | $ (40,000) |
Less: unamortized discount | (2,479,023) | |
Total | 471,419 | |
Short term convertible notes, net of discount of $2,479,023 | 396,419 | |
Long-term convertible notes, net of discount | $ 5,018 | |
Short-term non-convertible notes – continuing operations | 75,000 | |
Short-term non-convertible notes – discontinued operations | 4,000 | |
Long-term non-convertible notes | 0 | |
Note Payable Seventeen [Member] | ||
Short-term Debt [Line Items] | ||
Repayment | (50,000) | |
Note Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 40,000 | |
Note payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 50,000 | |
Note payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 53,000 | |
Repayment | (53,000) | |
Note payable Four [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 105,000 | |
Repayment | (105,000) | |
Note payable Five [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 53,000 | |
Repayment | (53,000) | |
Note payable Six [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 4,000 | |
Note payable Seven [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 5,000 | |
Note payable Eight [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 56,750 | |
Repayment | (56,750) | |
Note payable Nine [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 138,000 | |
Repayment | (138,000) | |
Note payable Ten [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 83,500 | |
Repayment | (83,500) | |
Notes Payable Eleven [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 425,000 | |
Less: Conversion | (425,000) | |
Note payable Twelve [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 425,000 | |
Less: Conversion | (425,000) | |
Note payable Thirteen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 300,000 | |
Note payable Fourteen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 250,000 | |
Notes payable, before conversion | 300,000 | |
Less: Conversion | (50,000) | |
Note payable Fifteen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 147,290 | |
Notes payable, before conversion | 265,958 | |
Less: Conversion | (118,668) | |
Note Payable Sixteen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 138,152 | |
Notes payable, before conversion | 271,958 | |
Less: Conversion | (133,806) | |
Note Payable Seventeen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | ||
Notes payable, before conversion | 50,000 | |
Note Payable Eighteen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 750,000 | |
Note Payable Nineteen [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 500,000 | |
Notes Payable Twenty [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 250,000 | |
Notes Payable Twenty One [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | 500,000 | |
Note Payable Twenty Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, gross | $ 20,000 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Dec. 02, 2021USD ($)$ / shares | Dec. 01, 2021USD ($)$ / shares | Nov. 30, 2021USD ($)$ / shares | Nov. 22, 2021USD ($)$ / shares | Jun. 24, 2021USD ($)Integer$ / shares | Mar. 30, 2021USD ($)Integer$ / shares | Jan. 06, 2021USD ($)Integer$ / shares | Dec. 02, 2020USD ($)Integer | Nov. 13, 2020USD ($)Integer | Oct. 12, 2020USD ($)Integer$ / shares | Sep. 14, 2020USD ($)Integer | Aug. 11, 2020USD ($)Integer$ / sharesshares | Aug. 05, 2020USD ($)Integer | Jul. 07, 2020USD ($) | Jul. 08, 2019USD ($) | Dec. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 03, 2020USD ($) | Sep. 16, 2020USD ($) | Sep. 11, 2020USD ($) |
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Original issue of discount | $ 2,479,023 | $ 2,479,023 | $ 370,923 | |||||||||||||||||||||
Number of value converion of shares | 1,228,471 | |||||||||||||||||||||||
Original issue of discount | 2,479,023 | 2,479,023 | ||||||||||||||||||||||
Short Term Debt Convertible Notes [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Original issue of discount | 2,479,023 | 2,479,023 | ||||||||||||||||||||||
Long Term Convertible Notes [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Original issue of discount | 0 | 0 | ||||||||||||||||||||||
Note Payable Seventeen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Short term borrowings | 50,000 | 50,000 | ||||||||||||||||||||||
Note Payable Twenty Two [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Short term borrowings | $ 20,000 | 20,000 | ||||||||||||||||||||||
Note Payable One [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 40,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jul. 8, 2020 | |||||||||||||||||||||||
Note payable Two [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jul. 7, 2021 | |||||||||||||||||||||||
Note payable Three [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Nov. 5, 2021 | |||||||||||||||||||||||
Notes payable | $ 53,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | |||||||||||||||||||||||
Trading price percentage | 61.00% | |||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||
Debt discount rate | 39.00% | |||||||||||||||||||||||
Principal and accrued interest | $ 70,736 | |||||||||||||||||||||||
Note payable Four [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Notes payable | $ 105,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 135.00% | |||||||||||||||||||||||
Trading price percentage | 60.00% | |||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||
Debt discount rate | 40.00% | |||||||||||||||||||||||
Principal and accrued interest | $ 111,466 | |||||||||||||||||||||||
Original issue of discount | $ 5,000 | |||||||||||||||||||||||
Debt conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||
Number of converion of shares | shares | 708,750 | |||||||||||||||||||||||
Cash | $ 50,000 | |||||||||||||||||||||||
Debt conversion price | $ / shares | $ 0.1614 | |||||||||||||||||||||||
Additional shares price per share | $ / shares | $ 0.45 | |||||||||||||||||||||||
Loss on settlement of debt | 58,059 | |||||||||||||||||||||||
Note payable Five [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Dec. 14, 2021 | |||||||||||||||||||||||
Notes payable | $ 53,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | |||||||||||||||||||||||
Trading price percentage | 61.00% | |||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||
Debt discount rate | 39.00% | |||||||||||||||||||||||
Principal and accrued interest | 70,736 | |||||||||||||||||||||||
Note payable Six [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000 | |||||||||||||||||||||||
Note payable Seven [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 5,000 | |||||||||||||||||||||||
Note payable Eight [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 52,750 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Oct. 12, 2021 | |||||||||||||||||||||||
Notes payable | $ 56,750 | |||||||||||||||||||||||
Increase decrease in debt percentage | 24.00% | |||||||||||||||||||||||
Trading price percentage | 60.00% | |||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||
Debt discount rate | 40.00% | |||||||||||||||||||||||
Principal and accrued interest | $ 56,750 | |||||||||||||||||||||||
Debt conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||
Number of converion of shares | shares | 760,928 | |||||||||||||||||||||||
Note payable Nine [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 138,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Nov. 13, 2021 | |||||||||||||||||||||||
Notes payable | $ 138 | |||||||||||||||||||||||
Increase decrease in debt percentage | 18.00% | |||||||||||||||||||||||
Trading price percentage | 61.00% | |||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||
Debt discount rate | 39.00% | |||||||||||||||||||||||
Principal and accrued interest | 183,483 | |||||||||||||||||||||||
Note payable Ten [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 83,500 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | |||||||||||||||||||||||
Notes payable | $ 83,500 | |||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | |||||||||||||||||||||||
Trading price percentage | 61.00% | |||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||
Debt discount rate | 39.00% | |||||||||||||||||||||||
Principal and accrued interest | $ 104,527 | |||||||||||||||||||||||
Notes Payable Eleven [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jan. 7, 2022 | |||||||||||||||||||||||
Notes payable | $ 425,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | |||||||||||||||||||||||
Trading price percentage | 75.00% | |||||||||||||||||||||||
Trading days | Integer | 7 | |||||||||||||||||||||||
Debt discount rate | 25.00% | |||||||||||||||||||||||
Number of converion of shares | shares | 2,549,999 | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.50 | |||||||||||||||||||||||
Note payable to Unrelated Party Ten [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Principal and accrued interest | $ 437,359 | |||||||||||||||||||||||
Note payable Twelve [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jan. 7, 2022 | |||||||||||||||||||||||
Notes payable | $ 425,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | |||||||||||||||||||||||
Trading price percentage | 75.00% | |||||||||||||||||||||||
Trading days | Integer | 7 | |||||||||||||||||||||||
Debt discount rate | 25.00% | |||||||||||||||||||||||
Principal and accrued interest | $ 437,297 | |||||||||||||||||||||||
Number of converion of shares | shares | 3,220,515 | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.50 | |||||||||||||||||||||||
Note payable Thirteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 282,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 600.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2022 | |||||||||||||||||||||||
Notes payable | $ 300,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | |||||||||||||||||||||||
Trading price percentage | 75.00% | |||||||||||||||||||||||
Trading days | Integer | 7 | |||||||||||||||||||||||
Debt discount rate | 25.00% | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.2437 | |||||||||||||||||||||||
Note payable Fourteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 282,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2022 | |||||||||||||||||||||||
Notes payable | $ 300,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | |||||||||||||||||||||||
Trading price percentage | 75.00% | |||||||||||||||||||||||
Trading days | Integer | 7 | |||||||||||||||||||||||
Debt discount rate | 25.00% | |||||||||||||||||||||||
Number of converion of shares | shares | 881,310 | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.2437 | |||||||||||||||||||||||
Interest Payable | $ 51,116 | |||||||||||||||||||||||
Note payable Fifteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jun. 24, 2022 | |||||||||||||||||||||||
Notes payable | $ 265,958 | |||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | |||||||||||||||||||||||
Trading price percentage | 75.00% | |||||||||||||||||||||||
Trading days | Integer | 7 | |||||||||||||||||||||||
Debt discount rate | 25.00% | |||||||||||||||||||||||
Number of converion of shares | shares | 2,390,000 | 2,390,000 | ||||||||||||||||||||||
Trading price | $ / shares | $ 0.2437 | |||||||||||||||||||||||
Number of value converion of shares | $ 118,668 | $ 118,668 | ||||||||||||||||||||||
Note Payable Sixteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 256,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jun. 24, 2022 | |||||||||||||||||||||||
Notes payable | $ 271,958 | |||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | |||||||||||||||||||||||
Trading price percentage | 75.00% | |||||||||||||||||||||||
Trading days | Integer | 7 | |||||||||||||||||||||||
Debt discount rate | 25.00% | |||||||||||||||||||||||
Number of converion of shares | shares | 2,742,419 | 2,742,419 | ||||||||||||||||||||||
Trading price | $ / shares | $ 0.2437 | |||||||||||||||||||||||
Interest Payable | $ 140,000 | $ 140,000 | $ 140,000 | |||||||||||||||||||||
Note Payable Eighteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 750,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Jun. 24, 2022 | |||||||||||||||||||||||
Notes payable | $ 750,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 16.00% | |||||||||||||||||||||||
Trading price percentage | 80.00% | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.075 | |||||||||||||||||||||||
Note Payable Nineteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Nov. 30, 2022 | |||||||||||||||||||||||
Notes payable | $ 500,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 16.00% | |||||||||||||||||||||||
Trading price percentage | 80.00% | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.075 | |||||||||||||||||||||||
Notes Payable Twenty [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Dec. 1, 2022 | |||||||||||||||||||||||
Notes payable | $ 250,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 16.00% | |||||||||||||||||||||||
Trading price percentage | 80.00% | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.075 | |||||||||||||||||||||||
Notes Payable Twenty One [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, face amount | $ 5,000,000 | |||||||||||||||||||||||
Debt instrument, maturity date | Dec. 2, 2022 | |||||||||||||||||||||||
Notes payable | $ 500,000 | |||||||||||||||||||||||
Increase decrease in debt percentage | 16.00% | |||||||||||||||||||||||
Trading price percentage | 80.00% | |||||||||||||||||||||||
Trading price | $ / shares | $ 0.075 | |||||||||||||||||||||||
Note Payable To Unrelated Party Eighteen [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% |
Schedule of Loans from Related
Schedule of Loans from Related Parties (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Less: unamortized discount | $ (2,479,023) | |
Long-term loan from related parties | $ 110,000 | |
Notes Payable [Member] | Related Party 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from related parties, before conversion | 350,000 | |
Less: Conversion | (240,000) | |
Loans from related parties, gross | 110,000 | |
Notes Payable [Member] | Related Party 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from related parties, gross | 13,473 | |
Notes Payable [Member] | Related Party 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from related parties, gross | 50 | |
Notes Payable [Member] | Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from related parties, gross | 123,523 | |
Less: unamortized discount | 0 | |
Total | 123,523 | |
Long-term loan from related parties | 0 | |
Short-term loan from related parties – continuing operations | 123,473 | |
Short-term loan from related parties – discontinued operations | $ 50 |
Schedule of Loans from Relate_2
Schedule of Loans from Related Parties (Details) (Parenthetical) - USD ($) | Apr. 12, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Number of shares issued during period, values | $ 100,000 | $ 46,500 | |
Notes Payable [Member] | Related Party 1 [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued during period, shares | 5,900,000 | 3,476,495 | |
Debt instrument, face amount | $ 350,000 | ||
Cancellation of common shares for long-term debt, shares | 5,900,000 | ||
Debt instrument, interest rate | 10.00% | ||
Interest expense | $ 7,506 | ||
Accrued interest | 18,982 | ||
Number of shares issued during period, values | 280,108 | ||
Loss on loan settlement | $ 758,601 | ||
Notes Payable [Member] | Related Party 1 [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued, price per share | $ 0.31 | ||
Notes Payable [Member] | Related Party 1 [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued, price per share | $ 0.27 | ||
Notes Payable [Member] | Related Party 2 [Member] | |||
Related Party Transaction [Line Items] | |||
Short term notes payable | 13,473 | ||
Notes Payable [Member] | Related Party 3 [Member] | |||
Related Party Transaction [Line Items] | |||
Loan payable | $ 50 |
Schedule of Convertible Note De
Schedule of Convertible Note Derivatives (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liabilities as of December 31, 2020 | $ 517,366 |
Initial derivative liabilities at new note issuance | 7,209,723 |
Initial loss | 0 |
Conversion | (1,116,124) |
Mark to market changes | (2,469,693) |
Derivative liabilities as of December 31, 2021 | $ 4,141,272 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Derivative [Line Items] | ||
Debt instrument beneficial conversion | $ 1,575,083 | |
Derivative liabilities | 4,141,272 | $ 517,366 |
Changes in derivative liabilities | $ 1,171,028 | |
Derivative liability, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | |
Warrants maturity term | 5 years | |
Warrant [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement description | The occurrence of a fundamental transaction by a public company was estimated at 2.5% after 2.5 years and 5% prior to maturity; and | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 116 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | Warrant [Member] | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 166 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 206 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | Warrant [Member] | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 166.9 | |
Measurement Input, Exercise Price [Member] | Warrant [Member] | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.20 | |
Measurement Input, Exercise Price [Member] | Warrant One [Member] | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.35 | |
Measurement Input, Exercise Price [Member] | Warrant Two [Member] | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.50 |
Schedule of Income Taxes (Detai
Schedule of Income Taxes (Details) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Net Operating Loss | $ 9,980,911 |
Valuation Allowance | (9,980,911) |
Net Deferred Asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 20,540,569 |
Operating loss expiration year | 2029 |
Valuation allowances | 100.00% |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Feb. 02, 2021 | Jan. 12, 2021 | May 20, 2020 | May 15, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Conversion of common stock | $ 1,228,471 | ||||||||||
Number of shares issued during period, values | $ 100,000 | $ 46,500 | |||||||||
Debt instrument, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | ||||||||||
Preferred stock shares outstanding | 1 | 1 | 1 | ||||||||
Preferred stock shares issued | 1 | 1 | 1 | ||||||||
Common stock, shares authorized | 195,000,000 | 195,000,000 | 195,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | 84,445,067 | 84,445,067 | 55,066,855 | ||||||||
Common stock, shares issued | 84,445,067 | 84,445,067 | 55,066,855 | ||||||||
Number of shares issued for services, value | $ 1,824,207 | $ 1,300,813 | |||||||||
Third Party [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common shares under private placement, shares | 500,000 | ||||||||||
Shares converted, shares | 2,057,613 | ||||||||||
Shares converted, amount | $ 601,582 | ||||||||||
Employee And Non-Employee [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued for services | 1,151,678 | 915,000 | 11,800,000 | ||||||||
Number of shares issued for services, value | $ 92,293 | $ 68,609 | $ 4,223,390 | ||||||||
Investors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common shares under private placement, shares | 3,800,894 | 2,730,548 | |||||||||
Debt face amount | $ 416,636 | $ 502,050 | |||||||||
Unrelated Party [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common shares under private placement, shares | 708,750 | ||||||||||
Number of shares issued during period, values | $ 50,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 58,059 | ||||||||||
Non-Related Third-Party Investor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common shares under private placement, shares | 200,000 | ||||||||||
Number of shares issued during period, values | $ 100,000 | ||||||||||
Convertible Note [Member] | Investors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common shares under private placement, shares | 2,964,425 | 3,049,304 | |||||||||
Debt face amount | $ 153,580 | $ 156,204 | $ 153,580 | ||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Redeemable value per share | $ 1 | $ 1 | |||||||||
Preferred stock issuance description | The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company’s common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices (“ | ||||||||||
Debt instrument, description | On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company’s outstanding common stock and therefore controlled the Company prior to such issuance | ||||||||||
Preferred stock shares outstanding | 1 | 1 | 1 | ||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||||||
Undesignated preferred stock authorized | 2,999,997 | 2,999,997 | |||||||||
Conversion of common stock | 500,000 | ||||||||||
Conversion of common stock | $ 500,000 | ||||||||||
Issuance of common shares under private placement, shares | 500,000 | 500,000 | |||||||||
Number of shares issued during period, values | $ 601,852 | $ 601,852 | |||||||||
Shares converted, shares | 2,057,613 | ||||||||||
Preferred stock shares outstanding | 0 | ||||||||||
Preferred stock shares issued | 0 | 0 | |||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of common stock | 500,000 | ||||||||||
Conversion of common stock | $ 500,000 | ||||||||||
Shares issued price per share | $ 1 | ||||||||||
Issuance of common shares under private placement, shares | 500,000 | ||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Agreed to Issue an Additional Shares [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common shares under private placement, shares | 1,500,000 | ||||||||||
Number of shares issued during period, values | $ 1,500,000 | ||||||||||
Series B Preferred Stock [Member] | Share Purchase Agreement [Member] | Global Career Networks Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued during period, values | $ 605,488 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss from continuing operation | $ 10,225,497 | $ 6,460,653 |
Income loss from discontinued operations | 244,586 | (879,237) |
Income loss from discontinued operations | (244,586) | 879,237 |
Accumulated deficit | $ 20,540,569 | $ 10,559,658 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 26, 2022 | Sep. 10, 2021 | Aug. 11, 2021 | Oct. 14, 2019 | Apr. 12, 2019 | Nov. 01, 2021 | Nov. 30, 2019 | Nov. 11, 2019 |
Asher Park LLC [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Damages sought value | $ 66,651 | |||||||
Tate [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Damages sought value | $ 77,681 | |||||||
Capitol City Solutions USA, Inc. [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Damages sought value | $ 2,069,908 | |||||||
Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Litigation settlement expense | $ 35,000 | |||||||
Robert Holden [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Issuance of common shares under private placement, shares | 3,800,000 | |||||||
Winfred Fields [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Number of common stock shares exchanged | 650,000 | |||||||
Remaining number of shares | 100,000 | |||||||
Number of shares forfeited | 650,000 | |||||||
Winfred Fields [Member] | Exchange Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Number of common stock shares exchanged | 750,000 | |||||||
Winfred Fields [Member] | Exchange Agreement [Member] | Promissory Note [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Notes Payable | $ 42,500 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 2,530 | $ 6,107,106 |
Cost of revenue | 5,058,373 | |
Gross profit | 2,530 | 1,048,813 |
Operating expenses | 57,659 | 1,205,993 |
Loss from operations | (55,130) | (157,180) |
Other income (expenses) | 299,716 | (722,057) |
Net loss | $ 244,586 | $ (879,237) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 02, 2022 | Jan. 27, 2022 | Jan. 12, 2022 | Jan. 06, 2022 | Jan. 05, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Value issued for services | $ 1,824,207 | $ 1,300,813 | |||||
Subsequent Event [Member] | Consulting Services [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for services | 1,260,000 | ||||||
Shares issued price per share | $ 0.0625 | ||||||
Value issued for services | $ 78,687 | ||||||
Subsequent Event [Member] | New Employment Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted shares | 5,000,000 | ||||||
Subsequent Event [Member] | First Fire Global [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common shares under private placement, shares | 1,200,000 | ||||||
Debt instrument face amount | $ 50,688 | ||||||
Debt interest rate | 6.00% | ||||||
Subsequent Event [Member] | Quick Capital Llc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common shares under private placement, shares | 710,227 | ||||||
Debt instrument face amount | $ 30,000 | ||||||
Debt interest rate | 6.00% | ||||||
Subsequent Event [Member] | L1 Capital [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common shares under private placement, shares | 3,182,479 | ||||||
Debt instrument face amount | $ 124,117 | ||||||
Debt interest rate | 6.00% |