Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-52140 | ||
Entity Registrant Name | IMPERALIS HOLDING CORP. | ||
Entity Central Index Key | 0001349706 | ||
Entity Tax Identification Number | 20-5648820 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 11411 Southern Highlands Pkwy | ||
Entity Address, Address Line Two | Suite 240 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89141 | ||
City Area Code | 949 | ||
Local Phone Number | 444-5464 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity filer category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity public float | $ 2,242,866 | ||
Entity common stock, shares outstanding | 161,704,695 | ||
Auditor Firm ID | 6117 | ||
Auditor Name | Pinnacle Accountancy Group of Utah | ||
Auditor Location | Farmington |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 15,009 | $ 29,006 |
Cash and cash equivalents held in Trust Account | 6,769 | |
Inventories | 10,926 | |
TOTAL CURRENT ASSETS | 21,778 | 39,932 |
NONCURRENT ASSETS | ||
Property and equipment, net | 2,323 | |
Intangible assets, net | 7,000 | |
TOTAL ASSETS | 21,778 | 49,255 |
CURRENT LIABILITIES | ||
Accounts payable | 4,225 | |
Accrued expenses | 4,127 | 9,078 |
Convertible notes payable, net | 42,083 | 78,000 |
Shareholder loan | 14,785 | |
TOTAL CURRENT LIABILITIES | 50,435 | 101,863 |
NONCURRENT LIABILITIES | ||
Convertible notes payable, net | 101,529 | |
TOTAL LIABILITIES | 151,964 | 101,863 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred E Stock, par value $0.001 a share; 20,000 shares authorized: 0 shares issued and outstanding | ||
Common Stock, par value $0.001 a share; 200,000,000 shares authorized: 161,704,695 and 133,702,938 shares issued and outstanding at December 31, 2021 and December 31, 2020 | 161,703 | 133,702 |
Additional paid-in capital | 6,034,941 | 5,932,373 |
Accumulated deficit | (6,326,830) | (6,118,683) |
TOTAL STOCKHOLDERS’ DEFICIT | (130,186) | (52,608) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 21,778 | $ 49,255 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, stock issued | 0 | 0 |
Preferred stock, stock outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 161,704,695 | 133,702,938 |
Common stock, shares issued | 161,704,695 | 133,702,938 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 25 | $ 29 |
Cost of goods sold | 15 | |
Gross profit | 10 | 29 |
Operating expenses | ||
Rent | 4,284 | 5,712 |
General and administrative | 77,668 | 6,069 |
Depreciation | 575 | |
Asset write-off | 19,659 | |
Owners compensation | 53,860 | |
Total operating expenses | 156,046 | 11,781 |
Loss from continuing operations | (156,036) | (11,752) |
Other Income (expenses) | ||
Interest income | 2 | 23 |
Gain on settlement of debt | 10,000 | |
Amortization of debt discount | (42,083) | (42,583) |
Interest expense | (10,030) | (1,966) |
Total other income (expenses), net | (52,111) | (34,526) |
Loss from continuing operations before income taxes | (208,147) | (46,278) |
Income tax provision (benefit) | ||
Net loss from continuing operations | $ (208,147) | $ (46,278) |
Net loss per share-basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding basic and diluted | 161,704,695 | 133,702,938 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 133,702 | $ 5,932,373 | $ (6,072,405) | $ (6,330) |
Shares, Issued, Beginning Balance at Dec. 31, 2019 | 133,702,938 | |||
Net loss for year | (46,278) | (46,278) | ||
Ending balance, value at Dec. 31, 2020 | $ 133,702 | 5,932,373 | (6,118,683) | (52,608) |
Shares, Issued, Ending Balance at Dec. 31, 2020 | 133,702,938 | |||
Net loss for year | (208,147) | (208,147) | ||
Common stock issued for conversion of convertible note and accrued interest | $ 9,284 | 37,138 | 46,422 | |
Common stock issued for conversion, shares | 9,284,445 | |||
Beneficial conversion feature | 45,000 | 45,000 | ||
Common Stock issued for services | $ 18,717 | 10,693 | 29,410 | |
Common stock issued for services, shares | 18,717,312 | |||
Forgiveness of shareholders loan | 9,737 | 9,737 | ||
Ending balance, value at Dec. 31, 2021 | $ 161,703 | $ 6,034,941 | $ (6,326,830) | $ (130,186) |
Shares, Issued, Ending Balance at Dec. 31, 2021 | 161,704,695 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (208,147) | $ (46,278) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 575 | |
Asset write-off | 19,659 | |
Amortization of debt discount | 42,083 | 42,583 |
Common stock issued for services | 29,410 | |
Gain on settlement of debt | (10,000) | |
Changes in operating assets and liabilities | ||
Decrease in inventory | 15 | |
Increase in accrued expenses | 3,000 | 1,966 |
Increased accounts payable | 4,225 | |
Net cash used in operating activities | (109,180) | (11,729) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (850) | |
Net cash used in investing activities | (850) | |
FINANCING ACTIVITIES | ||
Proceeds from note payable | 100,000 | |
Proceeds from convertible notes payable | 45,000 | |
Repayments on convertible notes payable | (38,000) | |
Repayments on shareholder loan | (5,048) | (19,215) |
Net cash provided by (used in) financing activities | 101,952 | (19,215) |
Net decrease in cash | (7,228) | (31,794) |
Cash at beginning of period | 29,006 | 60,800 |
Cash at end of period | 21,778 | 29,006 |
Supplemental cash flow information | ||
Cash paid for interest | 7,030 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Common Stock issued for conversion of convertible note payable and accrued interest | 46,422 | |
Beneficial conversion feature on convertible notes payable | 45,000 | |
Common Promissory Note issued for conversion of convertible note payable and accrued interest | 101,529 | |
Forgiveness of shareholders loan | 9,738 | |
Notes payable paid with shareholder loan | $ 38,000 |
DESCRIPTION OF BUSINESS, BASIS
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Imperalis Holding Corp. (the “Company” or “IMHC”), a Nevada corporation formed on April 5, 2005 The Company also holds three subsidiaries whose operations are currently dormant, The Crypto Currency Mining Company, a Wyoming corporation, and Dollar Shots Club, Inc., a Nevada corporation. Recapitalization and Reorganization On December 1, 2010, Coloured (US) Inc. (“COUS”), incorporated in the State of Nevada on April 5, 2005, entered into a stock exchange agreement with Credit, Money and Life Corp. (“CML”), incorporated in the State of Texas, and certain shareholders. Upon the exchange, CML became a wholly-owned subsidiary of COUS. Pursuant to the stock exchange agreement, COUS issued 24,000,000 100 The above stock exchange transaction between COUS and CML resulted in those shareholders of CML obtaining a majority voting interest in COUS. Accounting principles generally accepted in the United States of America require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. Consequently, the stock exchange transaction was accounted for as a recapitalization of CML as CML acquired a controlling equity interest in COUS, as of December 1, 2010. The reverse acquisition process utilizes the capital structure of COUS and the assets and liabilities of CML recorded at historical cost. On March 25, 2011, COUS changed its name to Imperalis Holding Corp. On July 17, 2017, the controlling shareholders sold 16,000,000 In connection with the sale of controlling stock, the Company sold the GPS tracking business and its subsidiaries to the former chairman. The transaction was accounted for as effective August 1, 2017. On December 28, 2017, the Company issued 56,996,444 100 13,900,000 2,392,050 100 On April 29, 2019, the Company closed a Share Exchange Agreement (the “Agreement”) with CannaCure Sciences, Inc., a Wyoming corporation (“CannaCure”). Under the Agreement, we acquired all of the issued and outstanding capital stock of CannaCure in exchange for issuance to the former shareholders of CannaCure, on a pro rata basis, of 60,000,000 50 The operations of Crypto Mining Company are consolidated with the Company after December 20, 2017. Entry into a Material Definitive Agreement On December 15, 2021, the Company entered into an exchange agreement (the “Exchange Agreement”) with Digital Power Lending, LLC (“DPL”), pursuant to which the Company issued a convertible promissory note (the “Convertible Note”) to DPL, in the principal amount of $ 101,529 100,000 1,529 10 on December 15, 2023, and the principal, together with any accrued but unpaid interest on the amount of principal, is convertible into shares of the Company’s common stock, $0.001 par value per share at DPL’s option at a conversion price of $0.01 per share. Changes in Control of Registrant On December 16, 2021, Vincent Andreula, Michael Andreula and Kristie Andreula, each a stockholder of the Company (collectively, the “Sellers”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with BitNile, Inc. (“BitNile”). Pursuant to the Stock Purchase Agreement, BitNile purchased 129,363,756 200,000 90 Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Basis of Consolidation The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, and cash flows of Imperalis Holding Corp., CannaCure Sciences Inc., The Crypto Currency Mining Company and Dollar Shots Club, Inc. The operations of CannaCure Sciences Inc., The Crypto Currency Mining Company and Dollar Shots Club, Inc. are currently dormant. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of the acquisition. Risk and Uncertainties The Company’s business has been disrupted and materially adversely affected by the outbreak of COVID-19. As a result of measures imposed by the governments in affected regions, businesses and schools have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. The spread of COVID-19 from China to other countries has resulted in the Director General of the World Health Organization declaring the outbreak of COVID-19 as a Public Health Emergency of International Concern, based on the advice of the Emergency Committee under the International Health Regulations (2005), and the Centers for Disease Control and Prevention in the U.S. issued a warning on February 25, 2020 regarding the likely spread of COVID-19 to the U.S. While the COVID-19 outbreak is no longer in its early stages, international stock markets continue to reflect the uncertainty associated with the slow-down in the American economy and the reduced levels of international travel experienced since the beginning of January and the significant volatility in the Dow Industrial Average throughout 2020 was largely attributed to the effects of COVID-19. The Company continues to monitor and assess its business operations and system supports and the impact COVID-19 may have on its results and financial condition, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the continuing spread of COVID-19 or its consequences, including downturns in business sentiment generally or in the Company’s sectors in particular. The COVID-19 global pandemic has been unprecedented and unpredictable and is likely to continue to result in significant national and global economic disruption, which may adversely affect the Company’s business prospects. Based on the Company’s current assessment, however, the Company does not expect any material impact on its long-term strategic plans, its operations, or its liquidity due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, and industry. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include accounting for depreciation and amortization, intangible assets, business combinations, equity transactions, and contingencies. Cash The Company considers all highly liquid accounts with an original maturity date of three months or less to be cash equivalents. The Company maintains bank accounts in US banks which, at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant risk on bank deposit accounts. At December 31, 2021, the Company had cash and cash equivalents held in Trust Account of $ 6,769 Net Income (Loss) per Share In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. The Company has 19,867,774 17,415,774 Stock-Based Compensation The Company accounts for stock-based transactions in which the Company receives services from employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. Income Taxes The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Equipment 5 7 Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. During the year ended December 31, 2021, the Company wrote-off property and equipment, net of $ 2,323 Intangible Assets, net Intangible assets are stated at cost, net of accumulated amortization. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present and undiscounted cash flows estimated to be held and used are adjusted to their estimated fair value, less estimated selling expenses. During the year ended December 31, 2021, the Company recognized write-off of property & equipment and intangibles of $ 1,748 7,000 no New Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a material effect on our financial statements. Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventory at December 31, 2020 of $ 10,926 10,911 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 2 – EQUITY Preferred Stock The Company has authorized the issuance of up to 20,000 0.001 1,000 12 Common Stock On January 13, 2021 and February 22, 2021, the Company issued a total 9,284,445 40,000 6,422 On April 1, 2021, the Company issued 50,000 550 On October 12, 2021, the Company issued 18,667,312 28,860 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, has negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have any revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2021, the Company made repayments of $ 5,048 nil 14,785, 25,000 28,860 During the year ended December 31, 2020, our officer, Vincent Andreula, loaned to the Company $ 34,000 19,215 34,000 44,000 10,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE As of December 31, 2021, and 2020 the outstanding principal and accrued interest on the notes payable listed below was $ 0 0 On November 5, 2021, the Company received an $ 80,000 3 10 On August 18, 2021, the Company received an $ 20,000 3 10 On June 11, 2020, each of the outstanding loans due to Wexford Industries, Ltd. And Blackridge Holdings, Inc. totaling $ 44,000 34,000 10,000 On November 20, 2018, the Company received $ 12,000 one year 8 June 11, 2020 On October 12, 2018, the Company received $ 10,000 one year 8 June 11, 2020 On October 2, 2018, the Company received $ 2,500 one year 8 June 11, 2020 On October 1, 2018, the Company received $ 15,000 one year 8 June 11, 2020 On August 29, 2018, the Company received $ 4,500 one year 8 June 11, 2020 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable On December 15, 2021, the Company entered into the Exchange Agreement with DPL, pursuant to which the Company issued the Convertible Note to DPL, in the principal amount of $ 101,529 100,000 1,529 10 December 15, 2023 0.01 On February 3, 2021 and January 14, 2021, the Company received $ 25,000 20,000 75,000 one year from 0.005 with conversions limited such that no conversions will be allowed to the extent that, following such conversion, the noteholder would become the beneficial owner of more than 9.99% of our common stock 45,000 On October 18, 2019, the Company received an $ 18,000 one year 10 18,000 0.005 October 18, 2020 On July 5, 2019, the Company received a $ 40,000 one year 10 40,000 6,422 9,284,445 On May 22, 2019, the Company received a $ 20,000 one year 10 0.005 20,000 May 22, 2020 During the year ended December 31, 2021 and 2020, amortization of debt discount amounted to $ 42,083 42,583 146,529 2,917 78,000 0 4,172 9,078 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES As of December 31, 2021 and 2020, the Company had net operating loss carry forwards of approximately $ 6,167,678 6,040,683 As of December 31, 2021 and 2020, the valuation allowance was approximately $ 1,295,212 1,270,643 The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2021. All tax years since inception remain open for examination by taxing authorities. The income tax provision differs from the amount on income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2021 and 2020 due to the following: December 31, December 31, Federal income tax benefit attributable to: Income tax benefit $ (43,711 ) $ (9,718 ) Loss on disposal of assets 4,128 - Stock issued for services 6,176 - Gain on settlement of debt - (2,100 ) Interest amortization 8,838 8,942 Change in valuation allowance 24,569 2,876 Net provision for Federal income taxes - - The cumulative tax effect at the expected rate of 21 December 31, December 31, Deferred tax asset attributable to: Net operating loss carryover $ 1,295,212 $ 1,270,643 Valuation allowance (1,295,212 ) (1,270,643 ) Net deferred tax asset - - The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to December 31, 2021 through the date when financial statements were issued, and has determined that the following material subsequent events require disclosure: On March 21, 2021, BitNile Holdings, Inc. (NYSE American: NILE), a diversified holding company (“BitNile”) and its subsidiary TurnOnGreen, Inc., an electronic vehicle (“EV”) charging and power solutions company (“TurnOnGreen”), entered into a securities purchase agreement (the “SPA”) with Imperalis, whereby TurnOnGreen will, upon closing, become a subsidiary of Imperalis (the “Acquisition”). Upon completion of the Acquisition, which is contingent upon the completion of an audit of TurnOnGreen and each party’s satisfaction or waiver of certain customary closing conditions set forth in the SPA, Imperalis will change its name to TurnOnGreen and, through an upstream merger whereby the current TurnOnGreen shall cease to exist, have two 140 |
DESCRIPTION OF BUSINESS, BASI_2
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Imperalis Holding Corp. (the “Company” or “IMHC”), a Nevada corporation formed on April 5, 2005 The Company also holds three subsidiaries whose operations are currently dormant, The Crypto Currency Mining Company, a Wyoming corporation, and Dollar Shots Club, Inc., a Nevada corporation. |
Recapitalization and Reorganization | Recapitalization and Reorganization On December 1, 2010, Coloured (US) Inc. (“COUS”), incorporated in the State of Nevada on April 5, 2005, entered into a stock exchange agreement with Credit, Money and Life Corp. (“CML”), incorporated in the State of Texas, and certain shareholders. Upon the exchange, CML became a wholly-owned subsidiary of COUS. Pursuant to the stock exchange agreement, COUS issued 24,000,000 100 The above stock exchange transaction between COUS and CML resulted in those shareholders of CML obtaining a majority voting interest in COUS. Accounting principles generally accepted in the United States of America require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. Consequently, the stock exchange transaction was accounted for as a recapitalization of CML as CML acquired a controlling equity interest in COUS, as of December 1, 2010. The reverse acquisition process utilizes the capital structure of COUS and the assets and liabilities of CML recorded at historical cost. On March 25, 2011, COUS changed its name to Imperalis Holding Corp. On July 17, 2017, the controlling shareholders sold 16,000,000 In connection with the sale of controlling stock, the Company sold the GPS tracking business and its subsidiaries to the former chairman. The transaction was accounted for as effective August 1, 2017. On December 28, 2017, the Company issued 56,996,444 100 13,900,000 2,392,050 100 On April 29, 2019, the Company closed a Share Exchange Agreement (the “Agreement”) with CannaCure Sciences, Inc., a Wyoming corporation (“CannaCure”). Under the Agreement, we acquired all of the issued and outstanding capital stock of CannaCure in exchange for issuance to the former shareholders of CannaCure, on a pro rata basis, of 60,000,000 50 The operations of Crypto Mining Company are consolidated with the Company after December 20, 2017. |
Entry into a Material Definitive Agreement | Entry into a Material Definitive Agreement On December 15, 2021, the Company entered into an exchange agreement (the “Exchange Agreement”) with Digital Power Lending, LLC (“DPL”), pursuant to which the Company issued a convertible promissory note (the “Convertible Note”) to DPL, in the principal amount of $ 101,529 100,000 1,529 10 on December 15, 2023, and the principal, together with any accrued but unpaid interest on the amount of principal, is convertible into shares of the Company’s common stock, $0.001 par value per share at DPL’s option at a conversion price of $0.01 per share. |
Changes in Control of Registrant | Changes in Control of Registrant On December 16, 2021, Vincent Andreula, Michael Andreula and Kristie Andreula, each a stockholder of the Company (collectively, the “Sellers”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with BitNile, Inc. (“BitNile”). Pursuant to the Stock Purchase Agreement, BitNile purchased 129,363,756 200,000 90 |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, and cash flows of Imperalis Holding Corp., CannaCure Sciences Inc., The Crypto Currency Mining Company and Dollar Shots Club, Inc. The operations of CannaCure Sciences Inc., The Crypto Currency Mining Company and Dollar Shots Club, Inc. are currently dormant. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of the acquisition. |
Risk and Uncertainties | Risk and Uncertainties The Company’s business has been disrupted and materially adversely affected by the outbreak of COVID-19. As a result of measures imposed by the governments in affected regions, businesses and schools have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. The spread of COVID-19 from China to other countries has resulted in the Director General of the World Health Organization declaring the outbreak of COVID-19 as a Public Health Emergency of International Concern, based on the advice of the Emergency Committee under the International Health Regulations (2005), and the Centers for Disease Control and Prevention in the U.S. issued a warning on February 25, 2020 regarding the likely spread of COVID-19 to the U.S. While the COVID-19 outbreak is no longer in its early stages, international stock markets continue to reflect the uncertainty associated with the slow-down in the American economy and the reduced levels of international travel experienced since the beginning of January and the significant volatility in the Dow Industrial Average throughout 2020 was largely attributed to the effects of COVID-19. The Company continues to monitor and assess its business operations and system supports and the impact COVID-19 may have on its results and financial condition, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the continuing spread of COVID-19 or its consequences, including downturns in business sentiment generally or in the Company’s sectors in particular. The COVID-19 global pandemic has been unprecedented and unpredictable and is likely to continue to result in significant national and global economic disruption, which may adversely affect the Company’s business prospects. Based on the Company’s current assessment, however, the Company does not expect any material impact on its long-term strategic plans, its operations, or its liquidity due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, and industry. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include accounting for depreciation and amortization, intangible assets, business combinations, equity transactions, and contingencies. |
Cash | Cash The Company considers all highly liquid accounts with an original maturity date of three months or less to be cash equivalents. The Company maintains bank accounts in US banks which, at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant risk on bank deposit accounts. At December 31, 2021, the Company had cash and cash equivalents held in Trust Account of $ 6,769 |
Net Income (Loss) per Share | Net Income (Loss) per Share In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. The Company has 19,867,774 17,415,774 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based transactions in which the Company receives services from employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. |
Income Taxes | Income Taxes The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Equipment 5 7 Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. During the year ended December 31, 2021, the Company wrote-off property and equipment, net of $ 2,323 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present and undiscounted cash flows estimated to be held and used are adjusted to their estimated fair value, less estimated selling expenses. During the year ended December 31, 2021, the Company recognized write-off of property & equipment and intangibles of $ 1,748 7,000 no |
New Accounting Pronouncements | New Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a material effect on our financial statements. |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventory at December 31, 2020 of $ 10,926 10,911 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
The income tax provision differs from the amount on income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2021 and 2020 due to the following: | The income tax provision differs from the amount on income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2021 and 2020 due to the following: December 31, December 31, Federal income tax benefit attributable to: Income tax benefit $ (43,711 ) $ (9,718 ) Loss on disposal of assets 4,128 - Stock issued for services 6,176 - Gain on settlement of debt - (2,100 ) Interest amortization 8,838 8,942 Change in valuation allowance 24,569 2,876 Net provision for Federal income taxes - - |
The cumulative tax effect at the expected rate of 21 | The cumulative tax effect at the expected rate of 21 December 31, December 31, Deferred tax asset attributable to: Net operating loss carryover $ 1,295,212 $ 1,270,643 Valuation allowance (1,295,212 ) (1,270,643 ) Net deferred tax asset - - |
DESCRIPTION OF BUSINESS, BASI_3
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 16, 2021 | Dec. 15, 2021 | Nov. 05, 2021 | Feb. 22, 2018 | Dec. 28, 2017 | Apr. 29, 2019 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 17, 2017 |
Property, Plant and Equipment [Line Items] | ||||||||||
Entity incorporation, date of incorporation | Apr. 5, 2005 | |||||||||
Sharesholder returned | 161,704,695 | 133,702,938 | ||||||||
Principal amount | $ 200,000 | |||||||||
Accrued interest | $ 4,172 | $ 9,078 | ||||||||
Accrues interest per annum | 10.00% | |||||||||
Description of unpaid interest | on December 15, 2023, and the principal, together with any accrued but unpaid interest on the amount of principal, is convertible into shares of the Company’s common stock, $0.001 par value per share at DPL’s option at a conversion price of $0.01 per share. | |||||||||
Restricted cash | $ 6,769 | |||||||||
Pro forma weighted average shares outstanding, diluted | 17,415,774 | 19,867,774 | ||||||||
Wrote-off fixed assets | $ 2,323 | |||||||||
Impairments charges | 1,748 | 7,000 | ||||||||
Impairment, long-lived asset, held-for-use | 0 | |||||||||
Inventory net | $ 10,926 | |||||||||
Wrote off expired inventory | $ 10,911 | |||||||||
Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||||||
Promissory Notes [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Accrued interest | $ 1,529 | |||||||||
President [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Percentage of own share | 50.00% | |||||||||
Common Stock [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,392,050 | 56,996,444 | ||||||||
Percentage of own share | 100.00% | 100.00% | ||||||||
Sharesholder returned | 13,900,000 | |||||||||
Cannacure [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 60,000,000 | |||||||||
Mr Philippe Uhrik [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of share sold | 16,000,000 | |||||||||
Digital Power Lending LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Aggregate principal amount | $ 100,000 | |||||||||
Stock Exchange Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 24,000,000 | |||||||||
Equity interest rate | 100.00% | |||||||||
Principal amount | $ 101,529 | |||||||||
Stock Purchase Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 129,363,756 | |||||||||
Equity interest rate | 90.00% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Debt instrument, convertible, liquidation preference, per share | $ 1,000 | $ 1,000 | ||
Dividend rate | 12.00% | 12.00% | ||
Long-term debt, gross | $ 40,000 | |||
Debt instrument, increase, accrued interest | $ 6,422 | |||
General and administrative expense | $ 77,668 | $ 6,069 | ||
Compensation amount | 28,860 | |||
Chief Executive Officer [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Issuance of common stock | $ 18,667,312 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued during period, shares, conversion of convertible securities | 9,284,445 | 9,284,445 | ||
Stock issued during period, shares, issued for services | 50,000 | 18,717,312 | ||
Services Rendered [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
General and administrative expense | $ 550 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Repayments of Related Party Debt | $ 5,048 | ||
Due to Related Parties | 0 | $ 14,785 | |
Cash Payment | 38,000 | ||
Equity | (130,186) | (52,608) | $ (6,330) |
Payments for Loans | 19,215 | ||
Repayments of notes payable | 34,000 | ||
Other notes payable | 44,000 | ||
Other income | 10,000 | ||
Officer Loan [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Proceeds from loans | $ 34,000 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Cash Payment | 25,000 | ||
Equity | $ 28,860 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 11, 2020 | Nov. 20, 2018 | Oct. 12, 2018 | Oct. 02, 2018 | Oct. 01, 2018 | Aug. 29, 2018 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 05, 2021 | Nov. 03, 2021 | Aug. 18, 2021 |
Short-term Debt [Line Items] | |||||||||||
Notes payable | $ 0 | $ 0 | |||||||||
Debt instrument, face amount | $ 15,000 | ||||||||||
Repayments of notes payable | $ 34,000 | ||||||||||
Gain on settlement of debt | $ 10,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Wexford Industries [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 44,000 | $ 4,500 | |||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||
Debt instrument, maturity date | Jun. 11, 2020 | ||||||||||
Wexford Industries Four [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 12,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||
Debt instrument, maturity date | Jun. 11, 2020 | ||||||||||
Blackridge Holdings [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 10,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||
Debt instrument, maturity date | Jun. 11, 2020 | ||||||||||
Wexford Industries Three [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 2,500 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||
Wexford Industries Two [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||
Debt instrument, maturity date | Jun. 11, 2020 | ||||||||||
Digital Power Lending LLC [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Loans receivable | $ 80,000 | $ 20,000 | |||||||||
Loan term | 3 months | 3 months | |||||||||
Interest rate | 10.00% | 10.00% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 15, 2021 | Nov. 05, 2021 | Feb. 22, 2021 | Feb. 03, 2021 | Jan. 14, 2021 | Oct. 18, 2019 | Jul. 05, 2019 | May 22, 2019 | Oct. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 15,000 | ||||||||||
Deposit Liabilities, Accrued Interest | $ 4,172 | $ 9,078 | |||||||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% | ||||||||||
Due date | Dec. 15, 2023 | ||||||||||
Debt Instrument, Convertible, Liquidation Preference, Per Share | $ 1,000 | ||||||||||
Proceeds from convertible debt | $ 45,000 | ||||||||||
Long-term debt, gross | $ 40,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Beneficial conversion feature | $ 18,000 | $ 40,000 | $ 20,000 | 45,000 | |||||||
Amortization of debt discount | 42,083 | 42,583 | |||||||||
Convertible Notes Payable | 146,529 | 78,000 | |||||||||
Remaining unamortized debt discount | 2,917 | $ 0 | |||||||||
Convertible Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from convertible debt | $ 25,000 | $ 20,000 | |||||||||
Long-term debt, gross | $ 75,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, convertible, conversion price | $ 0.005 | ||||||||||
Debt instrument, convertible, terms of conversion feature | with conversions limited such that no conversions will be allowed to the extent that, following such conversion, the noteholder would become the beneficial owner of more than 9.99% of our common stock | ||||||||||
Intermarket Associates L L C Two [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 18,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, convertible, conversion price | $ 0.005 | ||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||||||
Debt instrument, maturity date | Oct. 18, 2020 | ||||||||||
G C E F Opportunity Fund [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 40,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||||||
Interest payable, current | $ 6,422 | ||||||||||
Debt conversion, converted instrument, shares issued | 9,284,445 | ||||||||||
Intermarket Associates L L C [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 20,000 | ||||||||||
Debt instrument, term | 1 year | ||||||||||
Debt instrument, convertible, conversion price | $ 0.005 | ||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||||||
Debt instrument, maturity date | May 22, 2020 | ||||||||||
Promissory Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Deposit Liabilities, Accrued Interest | $ 1,529 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 10.00% | ||||||||||
Debt Instrument, Convertible, Liquidation Preference, Per Share | $ 0.0001 | ||||||||||
Digital Power Lending LLC [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||
Digital Power Lending LLC [Member] | Exchange Agreement [Member] | Promissory Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 101,529 | ||||||||||
Aggregate principal amount | $ 100,000 |
The income tax provision differ
The income tax provision differs from the amount on income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2021 and 2020 due to the following: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal income tax benefit attributable to: | ||
Income tax benefit | $ (43,711) | $ (9,718) |
Loss on disposal of assets | 4,128 | |
Stock issued for services | 6,176 | |
Gain on settlement of debt | (2,100) | |
Interest amortization | 8,838 | 8,942 |
Change in valuation allowance | 24,569 | 2,876 |
Net provision for Federal income taxes |
The cumulative tax effect at th
The cumulative tax effect at the expected rate of 21 (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,295,212 | $ 1,270,643 |
Valuation allowance | (1,295,212) | (1,270,643) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 6,167,678 | $ 6,040,683 |
Valuation allowance | $ 1,295,212 | $ 1,270,643 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) shares in Millions | Mar. 21, 2021shares | Mar. 21, 2020Number |
Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Stock Issued During Period, Shares, New Issues | shares | 140 | |
Bit Nil Holding Ince [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of operating subsidiaries | Number | 2 |