Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | HERO TECHNOLOGIES, INC | |
Entity Central Index Key | 0001324736 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 451,623,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-261062 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 77-0643398 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 8 The Green Suite 4000 | |
Entity Address City Or Town | Dover | |
Entity Address State Or Province | DE | |
Entity Address Postal Zip Code | 19901 | |
City Area Code | 302 | |
Local Phone Number | 538-4165 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 128,629 | $ 174,477 |
Prepaid expenses | 9,844 | 5,500 |
Accounts receivable | 620 | 620 |
Total current assets | 139,093 | 180,597 |
Non-current Assets | ||
Property and equipment, net of accumulated depreciation | 4,827 | 6,313 |
Total Non-current assets | 4,827 | 6,313 |
Total Assets | 143,920 | 186,910 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 62,266 | 32,904 |
Loans payable, current portion - related party | 200,000 | 169,588 |
Total current liabilities | 262,266 | 202,492 |
Total Liabilities | 262,266 | 202,492 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Authorized:10,000,000 preferred shares, par value $0.001 per share 950,000,000 Issued and outstanding: 1,000,000 preferred shares at September 30, 2022 (1,000,000 at 2021) | 1,000 | 1,000 |
Authorized: 950,000,000 common shares, par value $0.001 per share Issued and outstanding: 450,623,000 common shares at September 30, 2022 (442,977,000 at 2021) | 450,623 | 442,977 |
Additional paid-in capital | 38,801,893 | 38,461,909 |
Stock Payable | 27,970 | 27,970 |
Non-controlling Interest | (108,221) | (93,328) |
Accumulated deficit | (39,291,611) | (38,856,110) |
Total stockholders' equity (deficit) | (118,346) | (15,582) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 143,920 | $ 186,910 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred Shares Par Value | $ 0.001 | $ 0.001 |
Preferred Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Shares Authorized | 950,000,000 | 950,000,000 |
Common Shares Par Value | $ 0.001 | $ 0.001 |
Common Shares Issued | 450,623,000 | 442,977,000 |
Common Shares Outstanding | 450,623,000 | 442,977,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Sales | $ 0 | $ 0 | $ 0 | $ 1,885 |
Cost of Goods Sold | 0 | 0 | 0 | 5,531 |
Gross Margin | 0 | 0 | 0 | (3,646) |
Expenses: | ||||
Consulting | 15,579 | 96,357 | 31,073 | 356,923 |
Compensation expense | 93,830 | 63,000 | 247,630 | 309,340 |
Office, travel, and general | 24,025 | 22,370 | 64,815 | 140,546 |
Professional Fees | 33,300 | 16,837 | 67,660 | 156,103 |
Depreciation | 495 | 560 | 1,487 | 1,516 |
Total expenses | (167,229) | (199,124) | (412,665) | (964,428) |
Other income (expense) | ||||
Gain (loss) on share conversion | 0 | 0 | 0 | (2,218,382) |
Interest income | 0 | 0 | 183 | 0 |
Interest expense | 0 | (416) | (37,912) | (9,051) |
Total other income (expense) | 0 | (416) | (37,729) | 2,227,433 |
Net Loss | (167,229) | (198,708) | (450,394) | (3,195,507) |
Non-controlling interest in (income) loss of consolidated subsidiaries | 9,225 | 16,523 | 14,893 | 81,422 |
Net loss attributable to the company | $ (158,004) | $ (182,185) | $ (435,501) | $ (3,114,085) |
Weighted Average Number of Basic and Diluted Common Shares Outstanding | 447,127,087 | 440,561,751 | 446,338,201 | 425,760,299 |
Basic and Diluted Net Loss Per Common Share | $ 0 | $ 0 | $ 0 | $ 0.01 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Stock Payable | Non-Controlling Interest | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance, shares at Dec. 31, 2020 | 357,095,087 | 1,000,000 | ||||||
Balance, amount at Dec. 31, 2020 | $ (1,721,869) | $ 357,095 | $ 1,000 | $ 33,206,878 | $ 149,647 | $ 0 | $ 0 | $ (35,436,489) |
Investment Units issued for cash at $.024 per unit, shares | 11,267,424 | |||||||
Investment Units issued for cash at $.024 per unit, amount | 270,000 | $ 11,268 | 258,732 | 0 | 0 | |||
Issued for services, shares | 850,000 | |||||||
Issued for services, amount | 54,100 | $ 850 | 0 | 53,250 | 0 | 0 | 0 | 0 |
Common Stock - Related party compensation, shares | 4,928,775 | |||||||
Common Stock - Related party compensation, amount | 319,045 | $ 4,929 | 314,116 | 0 | 0 | |||
Common Stock - debt conversion, related party, shares | 65,285,714 | |||||||
Common Stock - debt conversion, related party, amount | 4,515,266 | $ 65,285 | 0 | 4,449,981 | 0 | 0 | 0 | 0 |
Shares issued as inducement for borrowing $0.0667 per unit, shares | 750,000 | |||||||
Shares issued as inducement for borrowing $0.0667 per unit, amount | 60,825 | $ 750 | 0 | 60,075 | 0 | 0 | 0 | 0 |
Shares to be issued for acquisition, shares | 2,800,000 | |||||||
Shares to be issued for acquisition, amount | 0 | $ 2,800 | 0 | 118,977 | (121,677) | 0 | 0 | 0 |
Non-Controlling Interest | (93,328) | $ 0 | $ 0 | 0 | 0 | (93,328) | 0 | 0 |
Net Loss | (3,419,621) | 0 | 0 | (3,419,621) | ||||
Balance, shares at Dec. 31, 2021 | 442,977,000 | 1,000,000 | ||||||
Balance, amount at Dec. 31, 2021 | $ (15,582) | $ 442,977 | $ 1,000 | 38,461,909 | 27,970 | (93,328) | 0 | (38,856,110) |
Issued for services, shares | 100,000 | 930,000 | ||||||
Issued for services, amount | $ 49,800 | $ 930 | 48,870 | 0 | 0 | |||
Common Stock - Related party compensation, shares | 4,716,000 | |||||||
Common Stock - Related party compensation, amount | 197,830 | $ 4,716 | 0 | 193,114 | 0 | 0 | ||
Non-Controlling Interest | (14,893) | (14,893) | ||||||
Net Loss | (435,501) | $ 0 | 0 | 0 | 0 | (435,501) | ||
Investment units issued for cash at $0.05 per unit, shares | 2,000,000 | |||||||
Investment units issued for cash at $0.05 per unit, amount | 100,000 | $ 2,000 | $ 0 | 98,000 | 0 | 0 | ||
Balance, shares at Sep. 30, 2022 | 450,623,000 | 1,000,000 | ||||||
Balance, amount at Sep. 30, 2022 | $ (118,346) | $ 450,623 | $ 1,000 | $ 38,801,893 | $ 27,970 | $ (108,221) | $ 0 | $ (39,291,611) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss attributable to Hero Technologies Inc. | $ (435,501) | $ (3,114,085) |
Non-controlling interest in income (loss) of consolidated subsidiaries | (14,893) | (81,422) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | 247,630 | 299,295 |
Interest expense | 37,729 | 0 |
Loss from conversion of debt to common stock | 0 | 2,227,433 |
Depreciation expense | 1,486 | 1,516 |
Change in operating assets and liabilities: | ||
Prepaid expenses | (4,344) | 45,626 |
Accounts payable and accrued liabilities | 22,045 | (111) |
Accounts receivable | 0 | (980) |
Inventory | 0 | 5,531 |
Cash used in operating activities | (145,848) | (617,197) |
FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 100,000 | 270,000 |
Cash provided by financing activities | 100,000 | 270,000 |
NET INCREASE (DECREASE) IN CASH | (45,848) | (347,197) |
CASH, BEGINNING OF YEAR | 174,477 | 437,126 |
CASH, END OF YEAR | 128,629 | 89,929 |
NON-CASH INVESTING ACTIVITIES | ||
Liabilities settled with common stock, related party, investments | 0 | 2,287,833 |
Shares issued from stock payable | $ 0 | $ 121,677 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF OPERATIONS | |
Nature Of Operations | 1. NATURE OF OPERATIONS Hero Technologies Inc. (the “Company”), was incorporated in the State of Nevada on May 14, 2004. Hero Technologies has emerged into a vertically-integrated cannabis company with cultivation, processing and dispensary operations. The Company’s business plan includes cannabis genetics engineering, farmland for both medical and recreational cannabis cultivation, production licenses, distribution licenses, consumer packaging and retail operations, and dispensaries that make the company a Multi-State Operator (MSO). Hero Technologies is a one-stop cannabis shop for its partners and customers, from seed to sale. The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“US GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated sufficient operating revenues and has funded its operations through the issuance of capital stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2. Summary Of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. These statements include the accounts of the Company and its wholly owned subsidiaries First Endeavor Holdings, Inc. (“FEH”), Veteran Hemp Co (“Veteran”), and its majority owned subsidiary Blackbox Technologies and Systems (“Blackbox”). All intercompany transactions and balances have been eliminated. Accounts Receivable Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company determined there was no need for a reserve at the end of September 30, 2022. The total accounts receivable was $620 at the end of September 30, 2022 and $0 at the end of December 31, 2021. Inventories Inventories primarily consist of cannabis merchandise and are stated at the lower of cost or market. Value at September 30, 2022 was $0. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO) method. A portion of inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. As at December 31, 2021, the Company determined that the inventory on hand be impaired as their focus remains on cultivation and sale of their own product. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight- line method over the estimated useful lives of the assets, ranging from three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the life of the lease or the useful lives of the assets, whichever is shorter. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. The company purchased $2,331 of assets and acquired $6,030 through its acquisitions in 2020. The total value of property and equipment at September 30, 2022 is $4,827. and $6,313 at December 31, 2021. Asset Purchase Price Accumulated Depreciation Furniture and Fixtures 5-7 Years $ 6,030 $ (2,110 ) Computer Equipment and Software 3-5 Years 2,331 (1,424 ) Intangible Assets / Goodwill The Company accounts for certain intangible assets at cost. Management reviews these intangible assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount, an impairment loss would be recognized to write down the asset to its estimated fair value. The Company performed a qualitative assessment of certain of its intangible assets and determined that $60,700 of intangible trademarks and customer base included with the Veteran Hemp Co acquisition be impaired and that $5,881 of goodwill associated to Veteran Hemp Co be impaired as of December 31, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these consolidated financial statements relate to carrying values of oil and gas properties, the fair value of debt, the estimated valuation allowance on deferred tax assets and the determination of fair values of stock based transactions. Revenue Recognition Net sales include product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission (OLCC), the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales. Foreign Currency Translation The Company and its previous Australian subsidiary’s functional and reporting currency is the United States dollar. The functional currency of the Company’s Canadian subsidiary (which is currently inactive) is the Canadian dollar. Foreign currency financial statements of the Company’s Canadian subsidiary are translated to United States dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders’ (deficit) equity. Foreign currency financial statements of the Company’s previous Australian subsidiary use period end rates for monetary assets and liabilities, historical rates for historical cost balances, and average rates for expenses. If material, translation gains and losses are included in the determination of income. Foreign currency transactions of the Company’s subsidiaries are primarily undertaken in Australian and Canadian dollars. The Company has not, through the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Cash, Cash Equivalents and the Fair Value of Financial Instruments The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash totaled $128,629 and $174,477 at September 30, 2022 and December 31, 2021, respectively. The Company is exposed to a concentration of credit risk with respect to its cash deposits. The Company places cash deposits with highly rated financial institutions in the United States. At times, cash balances held in financial institutions may be in excess of insured limits. The Company believes the financial institutions are financially strong and the risk of loss is minimal. The Company has not experienced any losses with respect to the related risks and does not believe its exposure to such risks is more than normal. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, other receivables, accounts payable, accrued liabilities and demand notes payable approximates their carrying value due to their short-term nature. Fair Market Measurements The Company estimates the fair values of financial and non-financial assets and liabilities under ASC Topic 820 " Fair Value Measurements and Disclosures Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of these techniques requires significant judgment and is primarily dependent upon the characteristics of the asset or liability, the principal (or most advantageous) market in which participants would transact for the asset or liability and the quality and availability of inputs. Inputs to valuation techniques are classified as either observable or unobservable within the following hierarchy: · Level 1 - quoted prices in active markets for identical assets or liabilities. · Level 2 - inputs other than quoted prices which are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). · Level 3 -unobservable inputs that reflect the Company's own expectations about the assumptions that market participants would use in measuring the fair value of an asset or liability. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument's complexity. In accordance with ASC Topic 820, valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types: market approach, income approach and cost approach. The Company had no outstanding securities at September 30, 2022. The following table presents the classification of the securities by level at September 30, 2022: Level 1 Level 2 Level 3 Total Investments - Stocks/mutual funds $ 0 $ - $ - $ 0 Totals $ 0 $ - $ - $ 0 The following table presents the classification of the securities by level at December 31, 2021: Level 1 Level 2 Level 3 Total Investments - Stocks/mutual funds $ 0 $ - $ - $ 0 Totals $ 0 $ - $ - $ 0 The Company uses the market approach technique to account for its financial instruments at fair value for the period ended December 31, 2021, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis. Investments At September 30, 2022, the Company’s investments are stated at fair value. Any unrealized gains and losses on investments are included as component of income (loss) from continued operations. Realized gains and losses from sales on investments are recorded to income at the time of sale using specific identification method. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Periodically, the investments are reviewed for other than temporary impairment, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Investments – Debt and Equity Securities Income Taxes Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's consolidated financial statements. Stock Based Compensation The Company records compensation expense in the consolidated financial statements for share based payments using the fair value method. The fair value of stock options granted to directors and employees is determined using the Black-Scholes option valuation model at the time of grant. Fair value for common shares issued for goods or services rendered by non-employees is measured based on the fair value of the goods and services received. Share-based compensation is expensed with a corresponding increase to share capital. Upon the exercise of the stock options, the consideration paid is recorded as an increase in share capital. Other Comprehensive Income (Loss) The Company reports and displays comprehensive income and loss and its components in the consolidated financial statements. For the periods ended September 30, 2022 and December 31, 2021, the only components of comprehensive income were foreign currency translation adjustments. Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of Basic EPS for each period since the Company had no securities outstanding during periods in which the Company generated net income that were potentially dilutive. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
ACQUISITIONS | |
Acquisitions | 3. ACQUISITIONS The Company formed Blackbox Technologies and Systems LLC in September 10, 2020. Blackbox Technologies and Systems LLC has been renamed Blackbox Systems and Technologies LLC. The Company acquired all of Marc Kasabasic and Hank Pielack’s aeroponic system process, procedures, and all associated intellectual property and know how. The Blackbox project consists of environmental growth chambers for the cultivation of large cannabis flowering plants based on aeroponic technology. The Company has a 51% equity interest in Blackbox Technologies and Systems. LLC. The address of Blackbox Technologies and Systems is 8 The Green Suite 4000, Dover, DE 19901. Blackbox Technologies and Systems can be contacted at info blackboxsystemsllc.com The Company also purchased a website and business currently selling CBD topicals and rubs under the name “Highly Relaxing”. Hero Technologies will retain the owner on a consulting basis to create and continue the manufacture of the topical rub for the Company and to continue operations. In exchange the seller will receive 100,000 common shares for these services and $2.00 per topical can of rub sold. This is currently recorded as a stock payable at fair value of $4,350 at a stock price of $0.0435 on the agreement date. Shares Fair Value Initial shares. $0.0435 2,500,000 108,750 Earnout shares: Belize contract 1,400,000 2,713 Online payment system 300,000 12,927 EBITDA 800,000 20,907 Total consideration 145,297 Assets Acquired: Inventory 72,686 Equipment 6,030 Trademarks 37,700 Customer base 23,000 Goodwill 5,881 Total assets acquired 145,297 The Company impaired $60,700 in 2020 which consisted of the trademarks and customer base. It was determined that they would not be used because these items would fall under the Hero Technology brand going forward. The Company impaired $5,881 of goodwill associated to Veteran Hemp Co. in 2021 because it was determined that the emphasis is on current and future growth under Hero Technologies Inc. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Interest to related parties is $15,000 at September 30, 2022 compared to $7,500 at December 31, 2021 On February 15, 2021, the Company issued 875,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.074. at a fair value of $64,750. On February 22, 2021, the debt of $2,245,000 including interest of $42,833.33 owed to P2B Capital LLC was paid in full with 65,285,714 shares of common stock resulting in a loss on conversion of $2,218,382. The value at the end of the quarter was $4,515,266. On February 22, 2021, the Company engaged Konkler Enterprises for managerial services and issued Konkler Enterprises 208,635 shares of common stock. at a fair value of $11,579 at a stock price of $0.0555. On February 22, 2021, the Company engaged James Bradley as an Advisor for managerial services and issued Mr. Bradley 2,337,228 shares of common stock. at a fair value of $129,716 at a stock price of $0.0555. On April 1, 2021, the Company issued the last tranche of 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $16,500 at a stock price of $0.055. On September 15, 2021, the Company issued Topline Holdings Inc 875,000 shares of restricted common stock for the remaining 6 months of advisor and managerial services for 2021 at a fair value of $63,000 at a stock price of $0.072. On October 13, 2021 the Company engaged North Equities for three months of consulting services to assist with Social Media and Client Outreach. In consideration for these services the company issued 632,912 shares of common stock at a fair value of $50,000 at a stock price of $0.079. On January 19, 2022, the Company issued 330,000 shares of restricted common stock to Juddah Holdings LLC in consideration for consulting services. The shares were priced at $0.05. at a fair value of $30,000. On February 5, 2022, the Company issued 600,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.052. at a fair value of $104,000. On March 15, 2022, the Company issued 2,000,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.052. at a fair value of $104,000. In 2021, the Company issued 4,295,863 to related parties for compensation valued at $269,045. On September 09, 2022, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $66,000 at a stock price of $0.033. On September 5, 2022, the Company issued 550,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.034. at a fair value of $18,700. On September 27, 2022, the Company issued 166,000 shares of restricted common stock to Richard Bowersock in consideration for consulting services. The shares were priced at $0.055. at a fair value of $9,130. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2022 | |
CAPITAL STOCK | |
Capital Stock | 5. CAPITAL STOCK Preferred Stock On May 1, 2020, the Company issued 1,000,000 shares of its Series A preferred stock to Magenta Value Holdings, LLC resulting in a change in management of the entity. The Series A preferred shares have the right to cast 90% of the total votes with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The Series A preferred shares are not entitled to any dividends or liquidation preferences and are not convertible into shares of the Company’s common stock. Common Stock On July 20, 2020, the Company changed its name from Holloman Energy Corporation to Hero Technologies Inc. and increased its authorized capitalization to 950,000,000 shares of common stock with a par value of $0.001. On January 7, 2021, the Company sold 2,920,896 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $70,000. The entire $70,000 was paid in cash. On January 18, 2021, the Company issued 2,800,000 shares of common stock to Patriot Shield National LLC in reference to the purchase of Veteran Hemp Co. that was recorded as a stock payable at December 31, 2020. On January 19, 2021, the Company sold 1,252,479 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $30,000. The entire $30,000 was paid in cash. On January 23, 2021, the Company issued the second tranche of 250,000 shares of common stock to Chesapeake Group Inc. at fair value of $13,750 at a stock price of $0.055. On January 29, 2021, the Company sold 6,259,063 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $150,000. The entire $150,000 was paid in cash. On February 12, 2021, the Company sold 834,986 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $20,000. The entire $20,000 was paid in cash. On February 15, 2021, the Company issued 875,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.074. at a fair value of $64,750. On February 22, 2021, the Company engaged Konkler Enterprises for managerial services and issued Konkler Enterprises 208,635 shares of common stock. at a fair value of $11,579 at a stock price of $0.0555. On February 22, 2021, the debt of $2,245,000 including interest of $42,833.33 owed to P2B Capital LLC was paid in full with 65,285,714 shares of common stock. The number of shares issued resulted in a loss on conversion of $2,218,382. On February 22, 2021, the Company engaged James Bradley as an Advisor for managerial services and issued Mr. Bradley 2,337,228 shares of common stock. at a fair value of $129,716 at a stock price of $0.0555. On April 1, 2021, the Company issued the last tranche of 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $16,500 at a stock price of $0.055. On September 15, 2021, the Company issued Topline Holdings Inc 875,000 shares of common stock for the remaining 6 months of advisor and managerial services for 2021 at a fair value of $63,000 at a stock price of $0.072. On October 1, 2021 the Company entered into a note to borrow $200,000 over a 6 month period with interest of $15,000 and issuance of 750,000 shares of common stock to an unrelated accredited investor. The common shares were at fair value at a stock price of $0.081 per share and were issued as an inducement to provide the note. This has been treated as a discount and amortized over the life of the note. On October 11, 2021, the Company issued 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $23,550 at a stock price of $0.079. On October 13, 2021 the Company engaged North Equities for three months of consulting services to assist with Social Media and Client Outreach. In consideration for these services the company issued 632,912 shares of common stock at a fair value of $50,000 at a stock price of $0.079. On December 14, 2021, the Company entered into an Advisor Agreement with Henry Leo Staples Jr to provide managerial services. In consideration for these services Mr. Staples will receive 500,000 common shares on a quarterly basis in 2022. The first installment of four equal issuances of 125,000 will be on March 31, 2022. On January 19, 2022, the Company issued 330,000 shares of restricted common stock to Juddah Holdings LLC in consideration for consulting services. The shares were priced at $0.05. at a fair value of $19,800. On February 5, 2022, the Company issued 600,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.052. at a fair value of $30,000. On March 15, 2022, the Company issued 2,000,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.052. at a fair value of $104,000. On June 27, 2022, the Company sold 2,000,000 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.05 per share. Proceeds from the private placement totaled $100,000. The entire $100,000 was paid in cash. On September 09, 2022, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $66,000 at a stock price of $0.033. On September 5, 2022, the Company issued 550,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.034. at a fair value of $18,700. On September 27, 2022, the Company issued 166,000 shares of restricted common stock to Richard Bowersock in consideration for consulting services. The shares were priced at $0.055. at a fair value of $9,130. |
NONCONTROLLLING INTEREST
NONCONTROLLLING INTEREST | 9 Months Ended |
Sep. 30, 2022 | |
NONCONTROLLLING INTEREST | |
Non-controllling Interest | 6. NON-CONTROLLLING INTEREST Non-controlling interest in loss of consolidated subsidiaries was $9,225 and $14,983 for three and nine months respectively. The loss from non-controlling interest resulted in the legal and early construction expenses related to Blackbox Technologies and Systems Inc.’s commencement of the Michigan growth facility. The Company has a 51% equity interest in Blackbox Technologies and Systems. LLC. Blackbox Technologies and Systems, LLC . |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
Income Taxes | 7. INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act (H.R.1) (Tax Legislation) was signed into law, which resulted in significant changes to U.S. federal income tax law. We expect that these changes will positively impact future after-tax earnings in the U.S., primarily due to the lower federal statutory tax rate of 21% compared to 35%. The impact of the Tax Legislation may differ from the statements above due to, among other things, changes in interpretations and assumptions we have made and actions we may take as a result of the Tax Legislation. Additionally, guidance issued by the relevant regulatory authorities regarding the Tax Legislation may materially impact our financial statements. As additional guidance to the Tax Legislation is published in the form of Treasury Regulations and other IRS communications, we will monitor, assess, and determine the impact of these communications on our consolidated financial statements and operations. In addition to the Tax Legislation, we are continuing to monitor proposed regulations regarding the 163(j) Limitation on Deduction for Business Interest Expense, which when finalized, could require us to re-characterize our deferred tax assets, resulting in changes in our income tax disclosures. The company expects the impact to its results of operations to be immaterial. Due to its history of losses, the Company is not subject to federal or state income taxes. |
PREPAIDS
PREPAIDS | 9 Months Ended |
Sep. 30, 2022 | |
PREPAIDS | |
Prepaids | 8. PREPAIDS Prepaids consisted primarily of OTC annual fees totaling $9,844 and $5,500 for September 30, 2022 and December 31, 2021 respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Commitments And Contingencies | 9. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
Subsequent Events | 10. SUBSEQUENT EVENTS On November 2, 2022, the Company issued 1,000,000 shares of restricted common stock to David Graham in consideration for consulting services. The shares were priced at $0.02. at a fair value of $20,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Basis Of Presentation | These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. These statements include the accounts of the Company and its wholly owned subsidiaries First Endeavor Holdings, Inc. (“FEH”), Veteran Hemp Co (“Veteran”), and its majority owned subsidiary Blackbox Technologies and Systems (“Blackbox”). All intercompany transactions and balances have been eliminated. |
Accounts Receivable | Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company determined there was no need for a reserve at the end of September 30, 2022. The total accounts receivable was $620 at the end of September 30, 2022 and $0 at the end of December 31, 2021. |
Inventories | Inventories primarily consist of cannabis merchandise and are stated at the lower of cost or market. Value at September 30, 2022 was $0. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO) method. A portion of inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. As at December 31, 2021, the Company determined that the inventory on hand be impaired as their focus remains on cultivation and sale of their own product. |
Property and Equipment | Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight- line method over the estimated useful lives of the assets, ranging from three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the life of the lease or the useful lives of the assets, whichever is shorter. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. The company purchased $2,331 of assets and acquired $6,030 through its acquisitions in 2020. The total value of property and equipment at September 30, 2022 is $4,827. and $6,313 at December 31, 2021. Asset Purchase Price Accumulated Depreciation Furniture and Fixtures 5-7 Years $ 6,030 $ (2,110 ) Computer Equipment and Software 3-5 Years 2,331 (1,424 ) |
Intangible Assets /goodwill | The Company accounts for certain intangible assets at cost. Management reviews these intangible assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount, an impairment loss would be recognized to write down the asset to its estimated fair value. The Company performed a qualitative assessment of certain of its intangible assets and determined that $60,700 of intangible trademarks and customer base included with the Veteran Hemp Co acquisition be impaired and that $5,881 of goodwill associated to Veteran Hemp Co be impaired as of December 31, 2021. |
Use of Estimates | The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these consolidated financial statements relate to carrying values of oil and gas properties, the fair value of debt, the estimated valuation allowance on deferred tax assets and the determination of fair values of stock based transactions. |
Revenue Recognition | Net sales include product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission (OLCC), the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales. |
Foreign Currency Translation | The Company and its previous Australian subsidiary’s functional and reporting currency is the United States dollar. The functional currency of the Company’s Canadian subsidiary (which is currently inactive) is the Canadian dollar. Foreign currency financial statements of the Company’s Canadian subsidiary are translated to United States dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders’ (deficit) equity. Foreign currency financial statements of the Company’s previous Australian subsidiary use period end rates for monetary assets and liabilities, historical rates for historical cost balances, and average rates for expenses. If material, translation gains and losses are included in the determination of income. Foreign currency transactions of the Company’s subsidiaries are primarily undertaken in Australian and Canadian dollars. The Company has not, through the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Cash, Cash Equivalents and the Fair Value of Financial Instruments | The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash totaled $128,629 and $174,477 at September 30, 2022 and December 31, 2021, respectively. The Company is exposed to a concentration of credit risk with respect to its cash deposits. The Company places cash deposits with highly rated financial institutions in the United States. At times, cash balances held in financial institutions may be in excess of insured limits. The Company believes the financial institutions are financially strong and the risk of loss is minimal. The Company has not experienced any losses with respect to the related risks and does not believe its exposure to such risks is more than normal. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, other receivables, accounts payable, accrued liabilities and demand notes payable approximates their carrying value due to their short-term nature. |
Fair Market Measurements | The Company estimates the fair values of financial and non-financial assets and liabilities under ASC Topic 820 " Fair Value Measurements and Disclosures Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of these techniques requires significant judgment and is primarily dependent upon the characteristics of the asset or liability, the principal (or most advantageous) market in which participants would transact for the asset or liability and the quality and availability of inputs. Inputs to valuation techniques are classified as either observable or unobservable within the following hierarchy: · Level 1 - quoted prices in active markets for identical assets or liabilities. · Level 2 - inputs other than quoted prices which are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). · Level 3 -unobservable inputs that reflect the Company's own expectations about the assumptions that market participants would use in measuring the fair value of an asset or liability. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument's complexity. In accordance with ASC Topic 820, valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types: market approach, income approach and cost approach. The Company had no outstanding securities at September 30, 2022. The following table presents the classification of the securities by level at September 30, 2022: Level 1 Level 2 Level 3 Total Investments - Stocks/mutual funds $ 0 $ - $ - $ 0 Totals $ 0 $ - $ - $ 0 The following table presents the classification of the securities by level at December 31, 2021: Level 1 Level 2 Level 3 Total Investments - Stocks/mutual funds $ 0 $ - $ - $ 0 Totals $ 0 $ - $ - $ 0 The Company uses the market approach technique to account for its financial instruments at fair value for the period ended December 31, 2021, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis. |
Investments | At September 30, 2022, the Company’s investments are stated at fair value. Any unrealized gains and losses on investments are included as component of income (loss) from continued operations. Realized gains and losses from sales on investments are recorded to income at the time of sale using specific identification method. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Periodically, the investments are reviewed for other than temporary impairment, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Investments – Debt and Equity Securities |
Income Taxes | Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's consolidated financial statements. |
Stock Based Compensation | The Company records compensation expense in the consolidated financial statements for share based payments using the fair value method. The fair value of stock options granted to directors and employees is determined using the Black-Scholes option valuation model at the time of grant. Fair value for common shares issued for goods or services rendered by non-employees is measured based on the fair value of the goods and services received. Share-based compensation is expensed with a corresponding increase to share capital. Upon the exercise of the stock options, the consideration paid is recorded as an increase in share capital. |
Other Comprehensive Income (Loss) | The Company reports and displays comprehensive income and loss and its components in the consolidated financial statements. For the periods ended September 30, 2022 and December 31, 2021, the only components of comprehensive income were foreign currency translation adjustments. |
Earnings (Loss) Per Share | The Company presents both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of Basic EPS for each period since the Company had no securities outstanding during periods in which the Company generated net income that were potentially dilutive. |
Recently Adopted Accounting Pronouncements | In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | |
Schedule Of Property And Equipment | Asset Purchase Price Accumulated Depreciation Furniture and Fixtures 5-7 Years $ 6,030 $ (2,110 ) Computer Equipment and Software 3-5 Years 2,331 (1,424 ) |
Schedule Of Fair Market Measurements | Level 1 Level 2 Level 3 Total Investments - Stocks/mutual funds $ 0 $ - $ - $ 0 Totals $ 0 $ - $ - $ 0 Level 1 Level 2 Level 3 Total Investments - Stocks/mutual funds $ 0 $ - $ - $ 0 Totals $ 0 $ - $ - $ 0 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ACQUISITIONS | |
Schedule Of Acquisitions | Shares Fair Value Initial shares. $0.0435 2,500,000 108,750 Earnout shares: Belize contract 1,400,000 2,713 Online payment system 300,000 12,927 EBITDA 800,000 20,907 Total consideration 145,297 Assets Acquired: Inventory 72,686 Equipment 6,030 Trademarks 37,700 Customer base 23,000 Goodwill 5,881 Total assets acquired 145,297 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Asset Purchase Price | $ 4,827 | $ 6,313 |
Computer Equipment and Software | ||
Asset Purchase Price | 2,331 | |
Accumulated Depreciation | $ (1,424) | |
Computer Equipment and Software | Minimum Range | ||
Useful Life | 3 years | |
Computer Equipment and Software | Maximum Range | ||
Useful Life | 5 years | |
Furniture and Fixtures | Minimum Range | ||
Useful Life | 5 years | |
Furniture and Fixtures | Maximum Range | ||
Useful Life | 7 years | |
Common Stock | ||
Asset Purchase Price | $ 6,030 | |
Accumulated Depreciation | $ (2,110) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Investments - Stocks/mutual funds | $ 0 | $ 0 |
Totals Fair Value | 0 | 0 |
Level 1 [Member] | ||
Investments - Stocks/mutual funds | 0 | 0 |
Totals Fair Value | 0 | 0 |
Level 2 [Member] | ||
Investments - Stocks/mutual funds | 0 | 0 |
Totals Fair Value | 0 | 0 |
Level 3 [Member] | ||
Investments - Stocks/mutual funds | 0 | 0 |
Totals Fair Value | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | $ 4,827 | $ 6,313 | |
Impairment Of Intangibles | 60,700 | ||
Accounts Receivable | $ 620 | 0 | |
Description Of Acquried Purchase Assets | through its acquisitions in 2020 | ||
Inventory | $ 0 | ||
Cash | 128,629 | 174,477 | |
Unrealized Gain (loss) On Investments | $ (60,932) | ||
Cash Paid For Fixed Assets | (2,331) | ||
Asset Acquired, Equipment | 6,030 | ||
Goodwill Impairment | $ 5,881 | ||
Computer Equipment and Software | |||
Property and Equipment | 2,331 | ||
Computer Equipment and Software | Maximum Range | |||
Cash | $ 32,350 | ||
Fair Value Of Stock Price | $ 0.004 | ||
Accrued Interest Forgiveness | $ 231,317 | ||
Fair Value Of Oilex Shares | 52,510 | ||
Outstanding Payables | 25,201 | ||
Stock Issued Of Oilex | 40,416,917 | ||
Remaining Related Party Amount | $ 171,478 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Initial Shares | shares | 2,500,000 |
Fair Value | $ 108,750 |
Total consideration | 145,297 |
Assets Acquired: | |
Asset Acquired, Inventory | 72,686 |
Asset Acquired, Equipment | 6,030 |
Asset Acquired, Trademarks | 37,700 |
Asset Acquired, Customer Base | 23,000 |
Asset Acquired, Goodwill | 5,881 |
Total Assets Acquired | 145,297 |
Belize Contract | |
Fair Value | $ 2,713 |
Assets Acquired: | |
Earnout Shares | shares | 1,400,000 |
Online Payment System | |
Fair Value | $ 12,927 |
Assets Acquired: | |
Earnout Shares | shares | 300,000 |
EBITDA | |
Fair Value | $ 20,907 |
Assets Acquired: | |
Earnout Shares | shares | 800,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
ACQUISITIONS | ||
Total expenditure | $ 220,860 | |
Goodwill Impairment Loss | $ 5,881 | |
Impairment Of Intangibles | $ 60,700 | |
Common stock issued for services | 100,000 | |
Selling price of topical can of rub | $ 2 | |
Fair value of stock | $ 4,350 | |
Stock price | $ 0.0435 | |
Equity interest percentage | 51% |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 09, 2022 | Sep. 05, 2022 | Mar. 15, 2022 | Feb. 05, 2022 | Oct. 13, 2021 | Apr. 02, 2021 | Sep. 27, 2022 | Jan. 19, 2022 | Sep. 15, 2021 | Feb. 22, 2021 | Feb. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Interest Related Party | $ 15,000 | $ 7,500 | ||||||||||||||
Interest | $ 0 | $ 416 | $ 37,912 | $ 9,051 | ||||||||||||
Issued Shares Of Common Stock | 100,000 | |||||||||||||||
P2B Capital LLC [Member] | ||||||||||||||||
Interest | $ 42,833 | |||||||||||||||
Fair Value Of Common Stock | $ 4,515,266 | |||||||||||||||
Issued Shares Of Common Stock | 65,285,714 | |||||||||||||||
Debt | $ 2,245,000 | |||||||||||||||
Loss On Conversion | 2,218,382 | |||||||||||||||
Konkler Enterprises [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 11,579 | |||||||||||||||
Issued Shares Of Common Stock | 208,635 | |||||||||||||||
Stock Price | $ 0.0555 | |||||||||||||||
Juddah Holdings LLC [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 30,000 | |||||||||||||||
Stock Price | $ 0.05 | |||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 330,000 | |||||||||||||||
Jack Becker [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 18,700 | $ 104,000 | ||||||||||||||
Stock Price | $ 0.034 | $ 0.052 | ||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 550,000 | 600,000 | ||||||||||||||
Topline Holdings Inc [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 66,000 | $ 104,000 | $ 63,000 | $ 64,750 | ||||||||||||
Stock Price | $ 0.033 | $ 0.072 | $ 0.074 | |||||||||||||
Issued Shares Of Restricted Stock Private Offering | 2,000,000 | 2,000,000 | 875,000 | 875,000 | ||||||||||||
Desciption Of Dark Alpha Capital Llc | Topline Holdings Inc in consideration for advisor and managerial services | |||||||||||||||
Priced Of Restricted Stock | $ 0.052 | |||||||||||||||
James Bradley [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 129,716 | |||||||||||||||
Issued Shares Of Common Stock | 2,337,228 | |||||||||||||||
Stock Price | $ 0.0555 | |||||||||||||||
Chesapeake Group Inc [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 16,500 | |||||||||||||||
Issued Shares Of Common Stock | 300,000 | |||||||||||||||
Stock Price | $ 0.055 | |||||||||||||||
Social Media and Client Outreach [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 50,000 | |||||||||||||||
Issued Shares Of Common Stock | 632,912 | |||||||||||||||
Stock Price | $ 0.079 | |||||||||||||||
Related Parties [Member] | ||||||||||||||||
Issued Shares Of Common Stock | 4,295,863 | |||||||||||||||
Compensation Valued | 269,045 | |||||||||||||||
Richard Bowersock [Member] | ||||||||||||||||
Fair Value Of Common Stock | $ 9,130 | |||||||||||||||
Stock Price | $ 0.055 | |||||||||||||||
Issued Shares Of Restricted Stock Private Offering | 166,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||||||||||||||||
Sep. 09, 2022 | Sep. 05, 2022 | Mar. 15, 2022 | Feb. 05, 2022 | Dec. 14, 2021 | Oct. 01, 2021 | Feb. 12, 2021 | Jan. 07, 2021 | May 01, 2020 | Sep. 27, 2022 | Jun. 27, 2022 | Jan. 19, 2022 | Sep. 15, 2021 | Feb. 15, 2021 | Jan. 29, 2021 | Jan. 19, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 13, 2021 | Oct. 11, 2021 | Apr. 01, 2021 | Feb. 22, 2021 | Jan. 23, 2021 | Jan. 18, 2021 | Jul. 20, 2020 | |
Common Stock Shares, Authorized | 950,000,000 | 950,000,000 | 950,000,000 | ||||||||||||||||||||||
Common Stock Shares, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Sold Price | $ 0.024 | $ 0.024 | $ 0.024 | $ 0.024 | |||||||||||||||||||||
Common stock, shares sold | 834,986 | 2,920,896 | 6,259,063 | 1,252,479 | |||||||||||||||||||||
Proceeds From Issuance Of Private Placement | $ 20,000 | $ 70,000 | $ 150,000 | $ 30,000 | |||||||||||||||||||||
Proceeds From The Private Placement Paid In Cash | $ 20,000 | $ 70,000 | $ 150,000 | $ 30,000 | |||||||||||||||||||||
Stock Price | $ 0.081 | ||||||||||||||||||||||||
Debt Instrument Borrow | $ 200,000 | ||||||||||||||||||||||||
Interest | $ 15,000 | ||||||||||||||||||||||||
Issuance Of Common Stock Shares | 750,000 | ||||||||||||||||||||||||
Consideration For Services Of Common Shares | 500,000 | ||||||||||||||||||||||||
Issuance Of Common Stock Shares Installments | 125,000 | ||||||||||||||||||||||||
Common Stock Shares, Issued | 450,623,000 | 442,977,000 | |||||||||||||||||||||||
Fair Value Of Common Stock Shares | $ 450,623 | $ 442,977 | |||||||||||||||||||||||
P2B Capital LLC [Member] | |||||||||||||||||||||||||
Common Stock Shares, Issued | 65,285,714 | ||||||||||||||||||||||||
Debt | $ 2,245,000 | ||||||||||||||||||||||||
Debt interest | $ 42,833 | ||||||||||||||||||||||||
Converted Shares Of Common Stock | 2,218,382 | ||||||||||||||||||||||||
Konkler Enterprises [Member] | |||||||||||||||||||||||||
Common Stock Shares, Par Value | $ 0.0555 | ||||||||||||||||||||||||
Common Stock Shares, Issued | 208,635 | ||||||||||||||||||||||||
Fair Value Of Common Stock Shares | $ 11,579 | ||||||||||||||||||||||||
Juddah Holdings LLC [Member] | |||||||||||||||||||||||||
Issued Restricted Stock, shares | 330,000 | ||||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.05 | ||||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 19,800 | ||||||||||||||||||||||||
Jack Becker [Member] | |||||||||||||||||||||||||
Issued Restricted Stock, shares | 550,000 | 600,000 | |||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.034 | $ 0.052 | |||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 18,700 | $ 30,000 | |||||||||||||||||||||||
Topline Holdings Inc [Member] | |||||||||||||||||||||||||
Common stock, shares sold | 875,000 | ||||||||||||||||||||||||
Issued Restricted Stock, shares | 2,000,000 | 2,000,000 | 875,000 | ||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.033 | $ 0.052 | |||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 66,000 | $ 104,000 | $ 63,000 | $ 64,750 | |||||||||||||||||||||
Restricted Common Stock Price Per Share | $ 0.072 | $ 0.074 | |||||||||||||||||||||||
James Bradley [Member] | |||||||||||||||||||||||||
Common Stock Shares, Par Value | $ 0.079 | $ 0.0555 | |||||||||||||||||||||||
Common Stock Shares, Issued | 632,912 | 2,337,228 | |||||||||||||||||||||||
Fair Value Of Common Stock Shares | $ 50,000 | $ 129,716 | |||||||||||||||||||||||
Chesapeake Group Inc [Member] | |||||||||||||||||||||||||
Common Stock Shares, Par Value | $ 0.079 | $ 0.055 | $ 0.055 | ||||||||||||||||||||||
Common Stock Shares, Issued | 300,000 | 300,000 | 250,000 | ||||||||||||||||||||||
Fair Value Of Common Stock Shares | $ 23,550 | $ 16,500 | $ 13,750 | ||||||||||||||||||||||
Richard Bowersock [Member] | |||||||||||||||||||||||||
Issued Restricted Stock, shares | 166,000 | ||||||||||||||||||||||||
Share Price Of Restricted Stock | $ 0.055 | ||||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 9,130 | ||||||||||||||||||||||||
Unrelated Accredited Investor [Member] | |||||||||||||||||||||||||
Common stock, shares sold | 2,000,000 | ||||||||||||||||||||||||
Proceeds From Issuance Of Private Placement | $ 100,000 | ||||||||||||||||||||||||
Proceeds From The Private Placement Paid In Cash | $ 100,000 | ||||||||||||||||||||||||
Common stock, sold price | $ 0.05 | ||||||||||||||||||||||||
Patriot Shield National LLC [Member] | |||||||||||||||||||||||||
Common Stock Shares, Issued | 2,800,000 | ||||||||||||||||||||||||
Magenta Value Holdings, LLC [Member] | |||||||||||||||||||||||||
Number Of Shares Issued Preferred Stock | 1,000,000 | ||||||||||||||||||||||||
Right To Votes | 90% |
NONCONTROLLLING INTEREST (Detai
NONCONTROLLLING INTEREST (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
NONCONTROLLLING INTEREST | ||
Equity interest | 51% | |
Non-controlling interest in income (loss) of consolidated subsidiaries | $ (9,225) | $ (14,983) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 1 Months Ended | 9 Months Ended |
Dec. 22, 2017 | Sep. 30, 2022 | |
INCOME TAXES | ||
Statutory tax rate | 35% | 21% |
PREPAIDS (Details Narrative)
PREPAIDS (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
PREPAIDS | ||
Prepaid Expenses | $ 9,844 | $ 5,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 02, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 20, 2020 |
Common share value, per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Subsequent Events [Member] | ||||
Restricted Common Share Issued | $ 1,000,000 | |||
Common share value, per share | $ 0.02 | |||
Fair value of common share | $ 20,000 |