Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 30 N Gould Street | |
Entity Address, Address Line Two | Suite 11023 | |
Entity Address, City or Town | Sheridan | |
Entity Address, State or Province | WY | |
Entity Address, Postal Zip Code | 82801 | |
City Area Code | (888) | |
Local Phone Number | 662-8444 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 143,037,383 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 15,009 | $ 29,006 |
Inventory | 10,911 | 10,926 |
Total Current Assets | 25,920 | 39,932 |
Other Assets: | ||
Property and Equipment - net | 1,748 | 2,323 |
Intangible Assets | 7,000 | 7,000 |
Total Other Assets | 8,748 | 9,323 |
TOTAL ASSETS | 34,668 | 49,255 |
Current Liabilities | ||
Accrued Expenses | 9,601 | 9,078 |
Accounts Payable | 9,837 | |
Convertible Notes Payable, net | 69,875 | 78,000 |
Note Payable | 20,000 | |
Shareholder Loan | 9,737 | 14,785 |
Total Current Liabilities | 119,050 | 101,863 |
TOTAL LIABILITIES | 119,050 | 101,863 |
Common Stock | ||
Common Stock: par value $0.001 a share; 200,000,000 shares authorized: 143,037,383 and 133,702,938 shares issued and outstanding on September 30, 2021 and December 31, 2020 | 143,036 | 133,702 |
Additional Paid-in Capital | 6,015,011 | 5,932,373 |
Accumulated Deficit | (6,242,429) | (6,118,683) |
Total Stockholders' Deficit | (84,382) | (52,608) |
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT) | $ 34,668 | $ 49,255 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 143,037,383 | 133,702,938 |
Common stock, shares outstanding | 143,037,383 | |
Preferred Class E [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, stock outstanding | 0 | 0 |
Preferred stock, stock issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 25 | $ 25 | $ 30 | |
Cost of Good Sold - Purchases | 15 | 15 | ||
Gross Profit | 10 | 10 | 30 | |
Operating Expenses | ||||
Rent | 1,428 | 952 | 4,284 | 3,808 |
General and Administrative | 19,531 | 1,191 | 55,079 | 3,920 |
Depreciation | 575 | |||
Owners Compensation | 25,000 | |||
Total Operating Expenses | 20,959 | 2,143 | 84,938 | 7,728 |
Loss from operations | (20,949) | (2,143) | (84,928) | (7,698) |
Other Income (Expenses) | ||||
Interest Income | 4 | 2 | 19 | |
Gain on Settlement of Debt | 10,000 | |||
Interest Expense | (13,135) | (4,500) | (38,820) | (43,393) |
Total Other Income (Expenses) | (13,135) | (4,496) | (38,818) | (33,374) |
Loss Before Income Taxes | (34,084) | (6,639) | (123,746) | (41,072) |
Provision for Income Taxes | ||||
Net Loss | $ (34,084) | $ (6,639) | $ (123,746) | $ (41,072) |
Net loss per share-basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding basic and diluted | 143,037,383 | 134,702,938 | 143,037,383 | 134,702,938 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - 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 period | (22,070) | (22,070) | ||
Ending balance, value at Mar. 31, 2020 | $ 133,702 | 5,932,373 | (6,094,475) | (28,400) |
Shares, Issued, Ending Balance at Mar. 31, 2020 | 133,702,938 | |||
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 | |||
Beneficial conversion feature | ||||
Net loss for period | (41,072) | |||
Ending balance, value at Sep. 30, 2020 | $ 133,702 | 5,932,373 | (6,113,477) | (47,402) |
Shares, Issued, Ending Balance at Sep. 30, 2020 | 133,702,938 | |||
Beginning balance, value at Mar. 31, 2020 | $ 133,702 | 5,932,373 | (6,094,475) | (28,400) |
Shares, Issued, Beginning Balance at Mar. 31, 2020 | 133,702,938 | |||
Net loss for period | (12,363) | (12,363) | ||
Ending balance, value at Jun. 30, 2020 | $ 133,702 | 5,932,373 | (6,106,838) | (40,763) |
Shares, Issued, Ending Balance at Jun. 30, 2020 | 133,702,938 | |||
Net loss for period | (6,639) | (6,639) | ||
Ending balance, value at Sep. 30, 2020 | $ 133,702 | 5,932,373 | (6,113,477) | (47,402) |
Shares, Issued, Ending Balance at Sep. 30, 2020 | 133,702,938 | |||
Beginning balance, value at Dec. 31, 2020 | $ 133,702 | 5,932,373 | (6,118,683) | (52,608) |
Shares, Issued, Beginning Balance at Dec. 31, 2020 | 133,702,938 | |||
Common stock issued for conversion of convertible note and accrued interest | $ 9,284 | 37,138 | 46,422 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 9,284,445 | |||
Beneficial conversion feature | 45,000 | 45,000 | ||
Debt Conversion, Converted Instrument, Warrants or Options Issued | ||||
Net loss for period | (61,110) | (61,110) | ||
Ending balance, value at Mar. 31, 2021 | $ 142,986 | 6,014,511 | (6,179,793) | (22,296) |
Shares, Issued, Ending Balance at Mar. 31, 2021 | 142,987,383 | |||
Beginning balance, value at Dec. 31, 2020 | $ 133,702 | 5,932,373 | (6,118,683) | (52,608) |
Shares, Issued, Beginning Balance at Dec. 31, 2020 | 133,702,938 | |||
Beneficial conversion feature | 45,000 | |||
Net loss for period | $ (123,746) | |||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||
Ending balance, value at Sep. 30, 2021 | $ 143,036 | 6,015,011 | (6,242,429) | $ (84,382) |
Shares, Issued, Ending Balance at Sep. 30, 2021 | 143,037,383 | |||
Beginning balance, value at Mar. 31, 2021 | $ 142,986 | 6,014,511 | (6,179,793) | (22,296) |
Shares, Issued, Beginning Balance at Mar. 31, 2021 | 142,987,383 | |||
Net loss for period | (28,552) | (28,552) | ||
Common stock issued for services | $ 50 | 500 | 550 | |
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||
Ending balance, value at Jun. 30, 2021 | $ 143,036 | 6,015,011 | (6,208,345) | (50,298) |
Shares, Issued, Ending Balance at Jun. 30, 2021 | 143,037,383 | |||
Net loss for period | (34,084) | (34,084) | ||
Ending balance, value at Sep. 30, 2021 | $ 143,036 | $ 6,015,011 | $ (6,242,429) | $ (84,382) |
Shares, Issued, Ending Balance at Sep. 30, 2021 | 143,037,383 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (123,746) | $ (41,072) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 575 | |
Amortization of debt discount | 31,875 | 41,833 |
Common stock issued for services | 550 | |
Gain on settlement of debt | (10,000) | |
Changes in operating assets and liabilities | ||
Increase in accrued expenses | 6,960 | 1,560 |
Increased accounts payable | 9,837 | |
Net Cash Used in Operating Activities | (73,949) | (7,679) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (850) | |
Net Cash Used in Investing Activities | (850) | |
FINANCING ACTIVITIES | ||
Proceeds from note payable | 20,000 | |
Proceeds from convertible notes payable | 45,000 | |
Proceeds from shareholder loan | 34,000 | |
Repayment on notes payable | (34,000) | |
Repayments on shareholder loan | (5,048) | (14,289) |
Net Cash Provided (Used) by Financing Activities | 59,952 | (14,289) |
Net Decrease in Cash | (13,997) | (22,818) |
Cash at Beginning of Period | 29,006 | 60,800 |
Cash at End of Period | 15,009 | 37,982 |
Supplemental cash flow information | ||
Cash paid for interest | ||
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 |
NOTE 1 _ Description of Busines
NOTE 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
NOTE 1 – 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 , is a Holding company headquartered in Sheridan, Wyoming. The Company seeks to acquire businesses with high growth potential in diverse industries to multiply rates of return through synergism and consolidating management and accounting information systems. With the acquisition of CannaCure, as discussed below, the Company is currently developing a lineup of personal care products containing Cannabidiol (CBD). The Company offers CBD-based lotions and oils to the consumer markets. the products are all-natural, cruelty-free products that aim to provide an alternative to synthetic personal care products. Recapitalization and Reorganization On April 29, 2019, we 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 shares of newly issued common stock. Our President, CEO, and majority shareholder, Vincent Andreula, is also the President of CannaCure and was a 50% shareholder of CannaCure prior to the acquisition. The acquisition of CannaCure was not accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The transaction was accounted for as common control transaction due to the related party and common control relationships held between Mr. Andreula, the Company and CannaCure. The assets and liabilities of CannaCure transferred over to the Company at their historical values which were insignificant. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2020 included with our Form 10-12G filed with the SEC on April 13, 2021. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period have been included. Basis of Consolidation The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, and cash flows of the Imperalis Holding Corp., CannaCure Sciences Inc., The Crypto Currency Mining Company and Dollar Shots Club, Inc. The operations of 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. 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. 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 18,527,800 and 16,750,000 of potential common stock equivalents outstanding during the periods ended September 30, 2021 and 2020 related to convertible notes payable and accrued interest, respectively. 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 Property and equipment are stated at cost. 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 years 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Through CannaCure, we are developing a lineup of personal care products containing Cannabidiol (CBD). We currently offer CBD-based lotions and oils to the consumer markets. Our products are all-natural, cruelty-free products that aim to provide an alternative to synthetic personal care products. The Company receives orders for its retail products directly from its customers. The retail products are all-natural skin care, hair care and wellness products. We have multiple body butters including body butters for eczema, hair regrowth oils for men and women and multiple body scrubs with various salts, sugars, 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 nine months ended September 30, 2021 and 2020, the Company recognized no impairment of fixed assets and intangibles. New Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements. Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventory on the balance sheet consists of various CBD oils, body scrubs and packaging. |
NOTE 2 _ Equity
NOTE 2 – Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
NOTE 2 – Equity | NOTE 2 – Equity Preferred Stock The Company has authorized the issuance of up to 20,000 shares of $0.001 par value Series E Preferred Stock. The Series E Preferred Stock is preferred as to dividends and liquidation over common stock, has a liquidation value of $1,000 per share, and has a dividend rate of 12% of liquidation value per year. As of September 30, 2021 and December 31, 2020, there are no Series E Preferred Stock issued or outstanding. Common Stock On January 13, 2021 and February 22, 2021, the Company issued a total 9,284,445 shares of common stock upon conversion of an outstanding convertible note with a principal balance of $40,000 and $6,422 of accrued interest. The Company did not engage in any general solicitation or advertising in connection with the issuance of the note, and the noteholder was an accredited investor within the meaning of Rule 501. The issuance of these shares was exempt from registration pursuant to Rule 506 under Regulation D. On April 1, 2021, the Company issued 50,000 shares of common stock as payment for professional services rendered. Based upon the fair value of the shares issued, we recorded a general and administration expense of $550 . The Company did not engage in any general solicitation or advertising in connection with the issuance of these shares. The issuance of these shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. |
NOTE 3 _ Going Concern
NOTE 3 – Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 – 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 sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about the Company’s 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. |
NOTE 4 _ Related Party Transact
NOTE 4 – Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 4 – Related Party Transactions | NOTE 4 – Related Party Transactions During the nine months ended September 30, 2020, the Company’s officer, Vincent Andreula, loaned to the Company $34,000 and $14,289 was repaid. The $34,000 was used to pay and settle $44,000 of outstanding notes payable with non-related parties (see Note 5) and the $10,000 was settled with the note holder and recorded as a gain on settlement of debt. During the nine months ending September 30, 2021, the Company made repayments of $5,048 . As of September 30, 2021 and December 31, 2020, the balance due to the Company’s officers was $9,737 and $14,785 , respectively. These loans are unsecured, non-interest bearing and due on demand. |
NOTE 5 _ Notes Payable and Conv
NOTE 5 – Notes Payable and Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 5 – Notes Payable and Convertible Notes Payable | NOTE 5 – Notes Payable and Convertible Notes Payable Notes Payable On August 29, 2018, the Company received $4,500 loan from Wexford Industries, Ltd. The loan had a one year term and an interest rate of 8% per annum. The Note was retired on June 11, 2020 as part of the settlement discussed below. On October 1, 2018, the Company received $15,000 loan from Wexford Industries, Ltd. The loan had a one year term and an interest rate of 8% per annum. The Note was retired on June 11, 2020 as part of the settlement discussed below. On October 2, 2018, the Company received $2,500 loan from Wexford Industries, Ltd. The loan had a one year term and an interest rate of 8% per annum. The Note was retired on June 11, 2020 as part of the settlement discussed below. On October 12, 2018, the Company received $10,000 loan from Blackridge Holdings, Inc. The loan had a one year term and an interest rate of 8% per annum. The Note was retired on June 11, 2020 as part of the settlement discussed below. On November 20, 2018, the Company received $12,000 loan from Wexford Industries, Ltd. The loan had a one year term and an interest rate of 8% per annum. The Note was retired on June 11, 2020 as part of the settlement discussed below. On June 11, 2020, each of the outstanding loans due to Wexford Industries, Ltd. and Blackridge Holdings, Inc. totaling $44,000 were settled and paid in full in exchange for a single payment of $34,000 , resulting in a gain on settlement of debt of $10,000. On August 18, 2021, the Company received an $34,000 loan from Digital Power Lending, LLC. The loan has a 3 month term and interest at a rate of 10% per annum. As of September 30, 2021, the outstanding principal balance and accrued interest on the above mentioned notes payable was $20,000 and $246 , respectively. As of December 31, 2020 the outstanding principal and accrued interest on the above mentioned notes payable was $0 and $0 , respectively. Convertible Notes Payable On May 22, 2019, the Company received a $20,000 loan from Intermarket Associates, LLC. The Loan had a one year term and interest at a rate of 10% per annum. Principal and interest payments will accrue until conversion of Promissory Note. This note is convertible to common stock at a price of $0.005 per share. The convertible note payable resulted in a beneficial conversion feature of $20,000 which was recorded as a debt discount. The discount is being amortized through the maturity dates. The note matured on May 22, 2020 and is currently in default. On July 5, 2019, the Company received a $40,000 loan from GCEF Opportunity Fund, LLC. The Loan had a one year term and interest at a rate of 10% per annum. Principal and interest payments will accrue until conversion of Promissory Note. The convertible note payable resulted in a beneficial conversion feature of $40,000 which was recorded as a debt discount. The discount is being amortized through the maturity dates. On January 13, 2021 and February 22, 2021, this note and $6,422 of accrued interest were converted into a total 9,284,445 shares of common stock (see Note 2). On October 18, 2019, the Company received an $18,000 loan from Intermarket Associates, LLC. The Loan had a one year term and interest at a rate of 10% per annum. Principal and interest payments will accrue until conversion of Promissory Note. The convertible note payable resulted in a beneficial conversion feature of $18,000 which was recorded as a debt discount. The discount is being amortized through the maturity dates. This note is convertible to common stock at a price of $0.005 per share. The note matured on October 18, 2020 and is currently in default. During the nine months ended September 30, 2021, the Company received $45,000 of financing from an investor under a Convertible Promissory Note (the “Note”). The Note allows for advances up to maximum amount of $75,000 , bears interest at eight percent ( 8% ) per annum, and is due one year from the date of issue. The Note is convertible at a conversion price of $0.005 per share, 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 the Company’s common stock . The convertible note payable resulted in a beneficial conversion feature of $45,000 which was recorded as a debt discount. The discount is being amortized through the maturity dates. During the nine months ended September 30, 2021 and 2020, amortization expense of $31,875 and $41,833 was amortized to interest expense, respectively. As of September 30, 2021 the total outstanding principal balance on the convertible notes payable was $83,000 and the remaining unamortized debt discount was $13,125 . As of December 31, 2020, the total outstanding principal balance on the convertible notes payable was $78,000 and the remaining unamortized debt discount was $0 . As of September 30, 2021 and December 31, 2020, the convertible notes payable had accrued interest of $9,355 and $9,078 , respectively. |
NOTE 6 _ Subsequent Events
NOTE 6 – Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
NOTE 6 – Subsequent Events | NOTE 6 – Subsequent Events In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to September 30, 2021 through the date when financial statements were issued, and has there are no significant subsequent events that require disclosure. |
NOTE 1 _ Description of Busin_2
NOTE 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 , is a Holding company headquartered in Sheridan, Wyoming. The Company seeks to acquire businesses with high growth potential in diverse industries to multiply rates of return through synergism and consolidating management and accounting information systems. With the acquisition of CannaCure, as discussed below, the Company is currently developing a lineup of personal care products containing Cannabidiol (CBD). The Company offers CBD-based lotions and oils to the consumer markets. the products are all-natural, cruelty-free products that aim to provide an alternative to synthetic personal care products. |
Recapitalization and Reorganization | Recapitalization and Reorganization On April 29, 2019, we 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 shares of newly issued common stock. Our President, CEO, and majority shareholder, Vincent Andreula, is also the President of CannaCure and was a 50% shareholder of CannaCure prior to the acquisition. The acquisition of CannaCure was not accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The transaction was accounted for as common control transaction due to the related party and common control relationships held between Mr. Andreula, the Company and CannaCure. The assets and liabilities of CannaCure transferred over to the Company at their historical values which were insignificant. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2020 included with our Form 10-12G filed with the SEC on April 13, 2021. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period have been included. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, and cash flows of the Imperalis Holding Corp., CannaCure Sciences Inc., The Crypto Currency Mining Company and Dollar Shots Club, Inc. The operations of 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. |
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. |
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 18,527,800 and 16,750,000 of potential common stock equivalents outstanding during the periods ended September 30, 2021 and 2020 related to convertible notes payable and accrued interest, respectively. |
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 | Property and Equipment Property and equipment are stated at cost. 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 years 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Through CannaCure, we are developing a lineup of personal care products containing Cannabidiol (CBD). We currently offer CBD-based lotions and oils to the consumer markets. Our products are all-natural, cruelty-free products that aim to provide an alternative to synthetic personal care products. The Company receives orders for its retail products directly from its customers. The retail products are all-natural skin care, hair care and wellness products. We have multiple body butters including body butters for eczema, hair regrowth oils for men and women and multiple body scrubs with various salts, sugars, |
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 nine months ended September 30, 2021 and 2020, the Company recognized no impairment of fixed assets and intangibles. |
New Accounting Pronouncements | New Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s 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 on the balance sheet consists of various CBD oils, body scrubs and packaging. |
NOTE 1 _ Description of Busin_3
NOTE 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
NOTE 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Useful Life of Property and Equipment | Equipment 5 - 7 years |
NOTE 1 - Description of Busines
NOTE 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Useful Life of Property and Equipment (Details) | 9 Months Ended |
Jun. 30, 2021 | |
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 |
NOTE 1 _ Description of Busin_4
NOTE 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Apr. 29, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Entity Incorporation, Date of Incorporation | Apr. 5, 2005 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 18,527,800 | 16,750,000 | |
Impairment, Long-Lived Asset, Held-for-Use | $ 0 | $ 0 | |
Cannacure [Member] | |||
Stock Issued During Period, Shares, New Issues | 60,000,000 |
NOTE 2 _ Equity (Details Narrat
NOTE 2 – Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 22, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Long-term Debt, Gross | $ 40,000 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 6,422 | |||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||||
General and Administrative Expense | $ 19,531 | $ 1,191 | $ 55,079 | $ 3,920 | ||||
Common Stock [Member] | ||||||||
Class of Stock [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 | |||||||
Services Rendered [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
General and Administrative Expense | $ 550 | |||||||
Preferred Class E [Member] | ||||||||
Class of Stock [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 | ||||||
Preferred Stock, Dividends Per Share, Declared | $ 12 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 |
NOTE 4 _ Related Party Transa_2
NOTE 4 – Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||||
Proceeds from Loans | $ 34,000 | ||||
Repayment of Notes Receivable from Related Parties | 5,048 | 14,289 | |||
Repayments of Notes Payable | 34,000 | ||||
Other Notes Payable | $ 44,000 | 44,000 | |||
Other Income | 10,000 | ||||
Due to Officers or Stockholders, Current | 9,737 | $ 9,737 | $ 14,785 | ||
Officer Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Proceeds from Loans | 34,000 | ||||
Repayment of Notes Receivable from Related Parties | $ 14,289 | ||||
Shareholder Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Payments for Loans | $ 5,048 |
NOTE 5 _ Notes Payable and Co_2
NOTE 5 – Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($) | Jul. 05, 2019 | Aug. 18, 2021 | Feb. 22, 2021 | Oct. 18, 2019 | May 22, 2019 | Nov. 20, 2018 | Oct. 12, 2018 | Oct. 02, 2018 | Aug. 29, 2018 | Oct. 01, 2018 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||||||
Repayments of Notes Payable | $ 34,000 | |||||||||||||
Notes and Loans, Noncurrent | $ 20,000 | $ 0 | ||||||||||||
Financing Receivable, Accrued Interest, after Allowance for Credit Loss | 246 | 0 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 40,000 | $ 18,000 | $ 20,000 | $ 45,000 | 45,000 | |||||||||
Interest Payable, Current | 9,355 | 9,078 | ||||||||||||
Proceeds from Convertible Debt | 45,000 | |||||||||||||
Long-term Debt, Gross | $ 40,000 | |||||||||||||
Amortization of Debt Discount (Premium) | 31,875 | $ 41,833 | ||||||||||||
Convertible Notes Payable | 83,000 | 78,000 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 13,125 | $ 0 | ||||||||||||
Wexford Industries [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 4,500 | |||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||
Debt Instrument, Maturity Date | Jun. 11, 2020 | |||||||||||||
Wexford Industries Two [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 15,000 | |||||||||||||
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% | |||||||||||||
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 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 | |||||||||||||
Digital Power [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 34,000 | |||||||||||||
Debt Instrument, Term | 3 months | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Intermarket Associates L L C [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 20,000 | |||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Maturity Date | May 22, 2020 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.005 | |||||||||||||
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 Two [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 18,000 | |||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Maturity Date | Oct. 18, 2020 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.005 | |||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.005 | |||||||||||||
Proceeds from Convertible Debt | $ 45,000 | |||||||||||||
Long-term Debt, Gross | $ 75,000 | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note is convertible at a conversion price of |