Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 08, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | RemSleep Holdings Inc. | ||
Entity Central Index Key | 0001412126 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 175,780,003 | ||
Entity File Number | 000-53450 | ||
Entity Incorporation State Country Code | NV | ||
Entity Public Float | $ 2,244,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 119,574 | $ 16,640 |
Inventory deposit | 8,000 | |
Prepaid expenses | 7,909 | 2,000 |
Total current assets | 135,483 | 18,640 |
Other asset | 10,000 | |
Property and equipment, net | 107,814 | 38,436 |
Total Assets | 253,297 | 57,076 |
Current Liabilities: | ||
Accounts payable | 258,198 | 240,399 |
Accrued compensation | 15,000 | |
Accrued interest | 27,953 | 18,508 |
Accrued interest - related party | 22,399 | |
Convertible Notes, net of discount of $164,998 and $33,759, respectively | 76,996 | 43,241 |
Derivative Liability | 626,831 | 96,110 |
Loan payable - related party | 179,191 | 179,191 |
Loans payable | 56,556 | 59,712 |
Total Liabilities | 1,263,124 | 637,161 |
Commitments and Contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 116,269,466 and 4,315,894 shares issued and outstanding, respectively | 116,268 | 4,316 |
Common stock to be issued | 228,604 | |
Additional paid in capital | 4,139,395 | 584,017 |
Accumulated Deficit | (5,390,490) | (1,502,022) |
TOTAL STOCKHOLDERS' DEFICIT | (1,009,827) | (580,085) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 253,297 | 57,076 |
Series A preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | 125,000 | 105,000 |
Series B preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | ||
Series C preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 164,998 | $ 33,759 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 116,269,466 | 4,315,894 |
Common stock, shares outstanding | 116,269,466 | 4,315,894 |
Series A preferred stock | ||
Preferred stock, no par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 4,000,000 | 3,500,000 |
Preferred stock, shares outstanding | 4,000,000 | 3,500,000 |
Series B preferred stock | ||
Preferred stock, no par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Series C preferred stock | ||
Preferred stock, no par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Expenses: | ||
Professional fees | $ 60,060 | $ 43,900 |
Consulting | 54,720 | 175,582 |
Compensation - related party | 2,107,700 | 38,650 |
General and administrative | 119,504 | 36,249 |
Total operating expenses | 2,341,984 | 294,381 |
Loss from operations | (2,341,984) | (294,381) |
Other expense: | ||
Interest expense | (55,693) | (6,875) |
Loan fees | (19,991) | |
Discount amortization | (341,011) | (40,441) |
Loss on issuance of convertible debt | (1,575,107) | (47,020) |
Change in fair value of derivative | 445,318 | (23,985) |
Total other expense | (1,546,484) | (118,321) |
Loss before income taxes | (3,888,468) | (412,702) |
Provision for income taxes | ||
Net Loss | $ (3,888,468) | $ (412,702) |
Net loss per share, basic and diluted | $ (0.09) | $ (0.1) |
Weighted average common shares outstanding, basic and diluted | 45,416,843 | 4,065,317 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock | Common Stock | Common stock to be issued | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 105,000 | $ 3,611 | $ 58,225 | $ 424,938 | $ (1,089,320) | $ (497,546) |
Beginning Balance, shares at Dec. 31, 2017 | 3,500,000 | 3,610,751 | ||||
Common stock sold for cash | $ 477 | 89,523 | 90,000 | |||
Common stock sold for cash, shares | 477,143 | |||||
Common stock issued for services | $ 228 | 170,379 | 42,356 | 212,963 | ||
Common stock issued for services, shares | 228,000 | |||||
Beneficial Conversion feature | 27,200 | 27,200 | ||||
Net loss | (412,702) | (412,702) | ||||
Ending Balance at Dec. 31, 2018 | $ 105,000 | $ 4,316 | 228,604 | 584,017 | (1,502,022) | (580,085) |
Ending Balance, shares at Dec. 31, 2018 | 3,500,000 | 4,315,894 | ||||
Common stock issued for conversion of debt | $ 59,643 | 1,252,950 | 1,312,593 | |||
Common stock issued for conversion of debt, shares | 59,644,311 | |||||
Common stock issued for services - related party | $ 50,000 | 1,950,000 | 2,000,000 | |||
Common stock issued for services - related party, shares | 50,000,000 | |||||
Preferred stock issued for services - related party | $ 20,000 | 20,000 | ||||
Preferred stock issued for services - related party, share | 500,000 | |||||
Common stock issued for services | $ 2,309 | (228,604) | 280,615 | 54,320 | ||
Common stock issued for services, shares | 2,309,261 | |||||
Warrants issued with convertible debt | 71,813 | 71,813 | ||||
Net loss | (3,888,468) | (3,888,468) | ||||
Ending Balance at Dec. 31, 2019 | $ 125,000 | $ 116,268 | $ 4,139,395 | $ (5,390,490) | $ (1,009,827) | |
Ending Balance, shares at Dec. 31, 2019 | 4,000,000 | 116,269,466 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,888,468) | $ (412,702) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 17,496 | 12,576 |
Stock compensation expense | 54,320 | 175,282 |
Stock compensation expense - related party | 2,020,000 | |
Change in fair value of derivative | (445,318) | 23,985 |
Discount amortization | 341,011 | 40,441 |
Loss on issuance of convertible debt | 1,575,107 | 47,020 |
Changes in Operating Assets and Liabilities: | ||
Prepaids and other assets | 4,397 | (2,000) |
Accounts payable | 17,799 | 520 |
Accrued compensation - related party | 15,000 | (2,850) |
Accrued interest | 30,221 | 6,167 |
Accrued interest - related party | 22,399 | |
Net cash used by operating activities | (236,036) | (111,561) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (86,874) | (42,526) |
Other asset | (10,000) | |
Net cash used by investing activities | (96,874) | (42,526) |
Cash Flows from Financing Activities: | ||
Proceeds/repayments - related party | (3,000) | |
Proceeds from loan payable | 16,963 | |
Repayment of loans | (3,156) | (7,250) |
Proceeds from convertible notes payable | 439,000 | 72,000 |
Proceeds from sale of common stock | 90,000 | |
Net cash provided by financing activities | 435,844 | 168,713 |
Net increase in cash | 102,934 | 14,626 |
Cash at beginning of the year | 16,640 | 2,014 |
Cash at end of the year | 119,574 | 16,640 |
Supplemental cash flow information: | ||
Interest paid in cash | ||
Taxes paid | ||
Supplemental non-cash disclosure: | ||
Common stock issued for conversion of note payable principal and accrued interest | 331,033 | |
Loan payable for purchase of automobile | $ 16,936 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity REMSleep Holdings, Inc., (the "Company") was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc. Basis of Presentation The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2019 or 2018. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company's notes payable approximates the fair value of such instruments based upon management's best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2019 The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2019 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 626,831 $ 445,318 Total $ - $ - $ 626,831 $ 445,318 The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 96,110 $ (23,985 ) Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years for office furniture and equipment, tooling and molds and five years for automobiles. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25") with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements. Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2019, the Company had approximately 58,665,000 of potentially dilutive shares of common stock from convertible debt and 3,000,000 potentially dilutive shares of common stock warrants The Company's diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $5,390,490 at December 31, 2019, had a net loss of $3,888,468 (including $2,074,320 on non-cash stock compensation and $1,317,550 in losses related to convertible debt) and net cash used in operating activities of $246,036 for the year ended December 31, 2019. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. The Company is in the final stages of product development and plans to begin selling its product in 2020. The Company will continue to finance its operations through debt and/or equity financing as needed. |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 3 - PROPERTY & EQUIPMENT Property and Equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Property and equipment stated at cost, less accumulated depreciation consisted of the following: December 31, December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 7,136 2,458 Automobile 16,963 16,963 Tooling/Molds 105,301 23,105 Less: accumulated depreciation (36,490 ) (18,994 ) Fixed assets, net $ 107,814 $ 38,436 Depreciation expense Depreciation expense for the years ended December 31, 2019 and 2018 was $17,496 and $12,576, respectively. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2019 | |
Loan Payable [Abstarct] | |
LOANS PAYABLE | NOTE 4 - LOANS PAYABLE On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. As of December 31, 2019, there is $45,000 and $17,091 of principal and interest due on this loan. As of December 31, 2018, there is $45,000 and $14,841 of principal and interest due on this loan. On March 23, 2018, the Company purchased an automobile. The purchase price was $16,963.46. The interest rate on the loan is 5.8% and matures on April 7, 2023. Payments on the loan, consisting of principal and interest, are $327 per month. As of December 31, 2019 there is $11,556 due on this loan. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 - CONVERTIBLE NOTES The following table summarizes the convertible notes and related activity as of December 31, 2019: Note Holder Date Maturity Date Interest Balance Additions Conversions Balance PowerUp Lending Group LTD 7/9/18 7/9/19 12 % $ 45,000 $ - $ (45,000 ) $ - LG Capital Funding LLC 8/30/18 8/30/2019 10 % 32,000 - (32,000 ) - ONE44 Capital LLC 1/23/2019 1/23/2020 12 % - 100,000 (100,000 ) - Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % - 100,000 (65,000 ) 35,000 Armada Investment Fund LLC 5/30/2019 2/29/2020 12 % - 36,750 (15,900 ) 20,850 BHP Capital NY Inc. 5/30/2019 2/29/2020 12 % - 36,750 (29,356 ) 7,394 Jefferson Street Capital LLC 5/30/2019 2/29/2020 12 % - 36,750 (23,000 ) 13,750 Armada Investment Fund LLC 10/4/2019 7/4/2020 12 % - 55,000 - 55,000 BHP Capital NY Inc. 10/4/2019 7/4/2020 12 % - 55,000 - 55,000 Jefferson Street Capital LLC 10/4/2019 7/4/2020 12 % - 55,000 - 55,000 Total $ 77,000 $ 475,250 $ (420,256 ) $ 241,994 Less debt discount (33,759 ) (164,998 ) $ 43,241 $ 76,996 A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2017 $ - Increase to derivative due to new issuances 89,020 Derivative loss due to mark to market adjustment 7,090 Balance at December 31, 2018 96,110 Increase to derivative due to new issuances 1,955,295 Decrease to derivative due to conversion (979,290 ) Derivative loss due to mark to market adjustment (445,284 ) Balance at December 31, 2019 $ 626,831 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the year ended December 31, 2019 is as follows: Inputs December 31, 2019 Initial Stock price $ .0123 $ .55 - .0245 Conversion price $ .0041 $ .244 - .0055 Volatility (annual) 217.34 – 363.34 % 261.04% - 410.61 % Risk-free rate 1.57% - 1.88 % 1.62% - 2.58 % Dividend rate - - Years to maturity .32 - .51 .75 - 1 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows: Inputs Stock price (1) $ .01 - .051 Conversion price (2) $ .0039 - .026 Volatility (annual) 238.73 – 558.68 Risk-free rate 1.54% - 2.39 Dividend rate - Years to maturity .17 - .63 (1) Company used the average of the stock prices of the dates of conversion. (2) Company used the average of the stock prices applicable to the conversion terms. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS The Company has received support from parties related through common ownership and directorship. These loans are unsecured, and due on demand. As of December 31, 2019 and December 31, 2018, the balance due on these loans is $179,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of December 31, 2019, total accrued interest is $22,399. The Company executed an employment agreement with its CEO, Tom Wood, on January 1, 2018. Per the terms of the agreement Mr. Wood was to be compensated $3,000 per month. The agreement expired on January 2, 2019. The Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $4,000 per month. The agreement expires on April 1, 2020. In addition to Mr. Wood's regular compensation he received $6,700 in bonuses in 2019. The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $3,000 per month. As of December 31, 2019, there is $15,000 of accrued compensation due to Mr. Bird. On June 14, 2019, the Company granted 25,000,000 shares of common stock each to Mr. Wood and Mr. Bird for services rendered to the Company. The shares were valued at $0.04 per share, the closing stock price on the date of grant, for total non-cash compensation expense of $2,000,000. On June 14, 2019, the Company granted 500,000 shares of Series A preferred stock to Mr. Bird for services rendered to the Company. The shares were valued at $0.04, the closing stock price of the Company's common shares on the date of grant, for total non-cash compensation expense of $20,000. The closing price for common stock was deemed an acceptable method for valuation as one share of Series A preferred stock is convertible into one share of common stock. During the year ended December 31, 2019, the Company paid $14,200 to the brother of the CEO for website design and other computer related services. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7 - COMMON STOCK During the year ended December 31, 2018, the Company sold 477,143 shares of common stock for total cash proceeds of $90,000. During the nine months ended September 30, 2018, the Company granted 1,760,000 shares of common stock for services at $0.25 per share for total non-cash expense of $440,000. Subsequent to the year ended December 31, 2018 all of the shares were returned. As the expense that was recorded was material to the financial statements, the fact that the services agreed upon were not performed and that all shares were returned to the Company, the previous $440,000 of expense that was recorded as of September 30, 2018, has been reversed as of December 31, 2018. During the year ended December 31 During the year ended December 31 During the year ended December 31 During the year ended December 31 During the year ended December 31 During the year ended December 31 During the year ended December 31 During the year ended December 31 See Note 6 for stock issued to related parties. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Preferred Stock [Abstract] | |
PREFERRED STOCK | NOTE 8 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock. See Note 6 for preferred stock issued to a related party. The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 - INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%. The provision for Federal income tax consists of the following December 31: 2019 2018 Federal income tax benefit attributable to: Current Operations $ 817,000 $ 87,000 Less: valuation allowance (817,000 ) (87,000 ) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2019 2018 Deferred tax asset attributable to: Net operating loss carryover $ 1,132,000 $ 315,000 Less: valuation allowance (1,132,000 ) (315,000 ) Net deferred tax asset $ - $ - At December 31, 2019, the Company had net operating loss carry forwards of approximately $1,132,000 that maybe offset against future taxable income. No tax benefit has been reported in the December 31, 2019 or 2018 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The change in the valuation allowance for the year ended December 31, 2019 was an increase of $817,000. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the "Tax Act"). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2019, the Company had no accrued interest or penalties related to uncertain tax positions. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants [Abstract] | |
WARRANTS | NOTE 10 - WARRANTS On May 30, 2019, the Company issued 1,500,000 warrants in conjunction with convertible debt. The warrants are exercisable for 3 years at $0.07 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $41,853, accounted for in additional paid in capital. Warrants 1,500,000 Share price $ 0.045 Exercise Price $ 0.07 Term 3 years Volatility 406 % Risk Free Interest Rate 2.0 % Dividend rate - On October 4, 2019, the Company issued 1,500,000 warrants in conjunction with convertible debt. The warrants are exercisable for 3 years at $0.07 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $36,606, accounted for in additional paid in capital. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Warrants 1,500,000 Share price $ 0.0245 Exercise Price $ 0.07 Term 3 years Volatility 356.53 % Risk Free Interest Rate 1.35 % Dividend rate - A summary of the status of the Company's outstanding stock warrants and changes during the year is presented below: Activity for the year ended December 31, 2019 is as follows: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at December 31, 2018 - $ - - Granted 3,000,000 0.07 2.59 Expired - - - Exercised - - - Exercisable at December 31, 2019 3,000,000 $ 0.07 2.59 $ - Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $0.07 3,000,000 2.59 years $0.07 The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company's stock price as of December 31, 2019, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following. Subsequent to , 2019, $76,994 and $5,239, of principal and interest, respectively, into 19,741,098 shares of common stock. Subsequent to , 2019, warrants into 36,769,439 shares of common stock. On January 27, 2020, the Company executed a convertible promissory note for $168,300 with Power Up Lending Group Ltd. Total cash proceeds from the note, after fees and OID, is $150,000. The note matures on January 27, 2021, accrues interest at 12% and is convertible into shares of common stock at 75% of the average of the two lowest trading prices in the twenty days prior to conversion. On March 2, 2020, the Company executed a convertible promissory note for $80,300 with Power Up Lending Group Ltd. Total cash proceeds from the note, after fees and OID, is $70,000. The note matures on March 2, 2021, accrues interest at 12% and is convertible into shares of common stock at 75% of the average of the two lowest trading prices in the twenty days prior to conversion. On April 1, 2020, the Company sold 3,000,000 shares of common stock for total cash proceeds of $15,000. The shares were sold pursuant to the offering statement recently filed with the SEC. Subsequent to December 31, 2019, the Company repaid all principal and interest due on its convertible notes to both Jefferson Street Capital LLC and BHP Capital NY Inc. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Business Activity | Business Activity REMSleep Holdings, Inc., (the "Company") was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc. |
Basis of Presentation | Basis of Presentation The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Cash equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2019 or 2018. |
Fair value of financial instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company's notes payable approximates the fair value of such instruments based upon management's best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2019 The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2019 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 626,831 445,318 Total $ - $ - $ 626,831 $ 445,318 The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 96,110 $ (23,985 ) |
Fixed Assets | Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years for office furniture and equipment, tooling and molds and five years for automobiles. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25") with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2019, the Company had approximately 58,665,000 of potentially dilutive shares of common stock from convertible debt and 3,000,000 potentially dilutive shares of common stock warrants The Company's diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy | Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 626,831 $ 445,318 Total $ - $ - $ 626,831 $ 445,318 Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 96,110 $ (23,985 ) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of cost, less accumulated depreciation | December 31, December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 7,136 2,458 Automobile 16,963 16,963 Tooling/Molds 105,301 23,105 Less: accumulated depreciation (36,490 ) (18,994 ) Fixed assets, net $ 107,814 $ 38,436 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes and related activity | Note Holder Date Maturity Date Interest Balance Additions Conversions Balance PowerUp Lending Group LTD 7/9/18 7/9/19 12 % $ 45,000 $ - $ (45,000 ) $ - LG Capital Funding LLC 8/30/18 8/30/2019 10 % 32,000 - (32,000 ) - ONE44 Capital LLC 1/23/2019 1/23/2020 12 % - 100,000 (100,000 ) - Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % - 100,000 (65,000 ) 35,000 Armada Investment Fund LLC 5/30/2019 2/29/2020 12 % - 36,750 (15,900 ) 20,850 BHP Capital NY Inc. 5/30/2019 2/29/2020 12 % - 36,750 (29,356 ) 7,394 Jefferson Street Capital LLC 5/30/2019 2/29/2020 12 % - 36,750 (23,000 ) 13,750 Armada Investment Fund LLC 10/4/2019 7/4/2020 12 % - 55,000 - 55,000 BHP Capital NY Inc. 10/4/2019 7/4/2020 12 % - 55,000 - 55,000 Jefferson Street Capital LLC 10/4/2019 7/4/2020 12 % - 55,000 - 55,000 Total $ 77,000 $ 475,250 $ (420,256 ) $ 241,994 Less debt discount (33,759 ) (164,998 ) $ 43,241 $ 76,996 |
Schedule of derivative liability | Balance at December 31, 2017 $ - Increase to derivative due to new issuances 89,020 Derivative loss due to mark to market adjustment 7,090 Balance at December 31, 2018 96,110 Increase to derivative due to new issuances 1,955,295 Decrease to derivative due to conversion (979,290 ) Derivative loss due to mark to market adjustment (445,284 ) Balance at December 31, 2019 $ 626,831 |
Schedule of quantitative information about significant unobservable inputs | A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the year ended December 31, 2019 is as follows: Inputs December 31, 2019 Initial Stock price $ .0123 $ .55 - .0245 Conversion price $ .0041 $ .244 - .0055 Volatility (annual) 217.34 – 363.34 % 261.04% - 410.61 % Risk-free rate 1.57% - 1.88 % 1.62% - 2.58 % Dividend rate - - Years to maturity .32 - .51 .75 - 1 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows: Inputs Stock price (1) $ .01 - .051 Conversion price (2) $ .0039 - .026 Volatility (annual) 238.73 – 558.68 Risk-free rate 1.54% - 2.39 Dividend rate - Years to maturity .17 - .63 (1) Company used the average of the stock prices of the dates of conversion. (2) Company used the average of the stock prices applicable to the conversion terms. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for federal income tax | 2019 2018 Federal income tax benefit attributable to: Current Operations $ 817,000 $ 87,000 Less: valuation allowance (817,000 ) (87,000 ) Net provision for Federal income taxes $ - $ - |
Schedule of net deferred tax amount | 2019 2018 Deferred tax asset attributable to: Net operating loss carryover $ 1,132,000 $ 315,000 Less: valuation allowance (1,132,000 ) (315,000 ) Net deferred tax asset $ - $ - |
Warrants (Tables)
Warrants (Tables) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of estimated fair value of the warrants | Warrants 1,500,000 Share price $ 0.045 Exercise Price $ 0.07 Term 3 years Volatility 406 % Risk Free Interest Rate 2.0 % Dividend rate - Warrants 1,500,000 Share price $ 0.0245 Exercise Price $ 0.07 Term 3 years Volatility 356.53 % Risk Free Interest Rate 1.35 % Dividend rate - |
Schedule of warrant activity | Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at December 31, 2018 - $ - - Granted 3,000,000 0.07 2.59 Expired - - - Exercised - - - Exercisable at December 31, 2019 3,000,000 $ 0.07 2.59 $ - Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $0.07 3,000,000 2.59 years $0.07 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative, Total Gains and (Losses) | $ 445,318 | $ (23,985) |
Total | 445,318 | (23,985) |
Level 1 [Member] | ||
Derivative, Total Gains and (Losses) | ||
Total | ||
Level 2 [Member] | ||
Derivative, Total Gains and (Losses) | ||
Total | ||
Level 3 [Member] | ||
Derivative, Total Gains and (Losses) | 626,831 | $ 96,110 |
Total | $ 626,831 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |
Fixed assets cost capitalized | $ | $ 2,000 |
Dilutive shares of common stock from convertible debt | 58,665,000 |
Dilutive shares of common stock warrants | 3,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern (Textual) | ||
Accumulated deficit | $ (5,390,490) | $ (1,502,022) |
Net loss | (3,888,468) | (412,702) |
Non-cash stock compensation | 2,074,320 | |
Convertible debt Losses | 1,317,550 | |
Net cash used in operating activities | $ (236,036) | $ (111,561) |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Furniture/fixtures | $ 14,904 | $ 14,904 |
Office equipment | 7,136 | 2,458 |
Automobile | 16,963 | 16,963 |
Tooling / Molds | 105,301 | 23,105 |
Less: accumulated depreciation | (36,490) | (18,994) |
Fixed assets, net | $ 107,814 | $ 38,436 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment (Textual) | ||
Depreciation expense | $ 17,496 | $ 12,576 |
Loans Payable (Details)
Loans Payable (Details) - Loans Payable [Member] - USD ($) | 1 Months Ended | |||||
Apr. 26, 2018 | Mar. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 12, 2013 | Oct. 24, 2012 | |
Loaned amount | $ 11,556 | |||||
Percentage of accrue interest | 5.80% | 5.00% | ||||
Description of loans payable | The Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. As of December 31, 2019, there is $45,000 and $17,091 of principal and interest due on this loan. As of December 31, 2018, there is $45,000 and $14,841 of principal and interest due on this loan. | |||||
Repaid loan for legal fees | $ 5,000 | |||||
Principal amount | $ 45,000 | $ 45,000 | ||||
Interest due on this loan | $ 17,091 | $ 14,841 | ||||
Purchase price | $ 16,963.46 | |||||
Loan matures date | Apr. 7, 2023 | |||||
Principal and interest per month | $ 327 | |||||
Mr. Wesson [Member] | ||||||
Loaned amount | $ 20,000 | $ 30,000 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Additions | $ 475,250 | |
Converted into amount of common stock | (420,256) | |
Total | 241,994 | $ 77,000 |
Less debt discount | (164,998) | (33,759) |
Balance | $ 76,996 | 43,241 |
PowerUp Lending Group LTD [Member] | ||
Date | Jul. 9, 2018 | |
Maturity Date | Jul. 9, 2019 | |
Interest | 12.00% | |
Additions | ||
Converted into amount of common stock | (45,000) | |
Balance | 45,000 | |
LG Capital Funding LLC [Member] | ||
Date | Aug. 30, 2018 | |
Maturity Date | Aug. 30, 2019 | |
Interest | 10.00% | |
Additions | ||
Converted into amount of common stock | (32,000) | |
Balance | 32,000 | |
ONE44 Capital LLC [Member] | ||
Date | Jan. 23, 2019 | |
Maturity Date | Jan. 23, 2020 | |
Interest | 12.00% | |
Additions | $ 100,000 | |
Converted into amount of common stock | (100,000) | |
Balance | ||
Odyssey Capital Funding, LLC [Member] | ||
Date | May 3, 2019 | |
Maturity Date | May 3, 2020 | |
Interest | 12.00% | |
Additions | $ 100,000 | |
Converted into amount of common stock | (65,000) | |
Balance | $ 35,000 | |
Armada Investment Fund LLC [Member] | ||
Date | May 30, 2019 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | $ 36,750 | |
Converted into amount of common stock | (15,900) | |
Balance | $ 20,850 | |
BHP Capital NY Inc. [Member] | ||
Date | May 30, 2019 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | $ 36,750 | |
Converted into amount of common stock | (29,356) | |
Balance | $ 7,394 | |
Jefferson Street Capital LLC [Member] | ||
Date | May 30, 2019 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | $ 36,750 | |
Converted into amount of common stock | (23,000) | |
Balance | $ 13,750 | |
Armada Investment Fund LLC 1 [Member] | ||
Date | Oct. 4, 2019 | |
Maturity Date | Jul. 4, 2020 | |
Interest | 12.00% | |
Additions | $ 55,000 | |
Converted into amount of common stock | ||
Balance | $ 55,000 | |
BHP Capital NY Inc. 1 [Member] | ||
Date | Oct. 4, 2019 | |
Maturity Date | Jul. 4, 2020 | |
Interest | 12.00% | |
Additions | $ 55,000 | |
Converted into amount of common stock | ||
Balance | $ 55,000 | |
Jefferson Street Capital LLC 1 [Member] | ||
Date | Oct. 4, 2019 | |
Maturity Date | Jul. 4, 2020 | |
Interest | 12.00% | |
Additions | $ 55,000 | |
Converted into amount of common stock | ||
Balance | $ 55,000 |
Convertible Notes (Details 1)
Convertible Notes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Beginning, balance | $ 96,110 | |
Increase to derivative due to new issuances | 1,955,295 | 89,020 |
Decrease to derivative due to conversion | (979,290) | |
Derivative loss due to mark to market adjustment | (445,284) | 7,090 |
Ending, balance | $ 626,831 | $ 96,110 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) | 12 Months Ended | |
Dec. 31, 2019$ / shares | ||
Stock price | $ 0.0123 | |
Conversion price | $ 0.0041 | |
Dividend rate | ||
Initial Valuation [Member] | ||
Dividend rate | ||
Minimum [Member] | ||
Volatility (annual) | 217.34% | |
Risk-free rate | 1.57% | |
Years to maturity | 3 months 26 days | |
Minimum [Member] | Initial Valuation [Member] | ||
Stock price | $ 0.0245 | |
Conversion price | $ 0.0055 | |
Volatility (annual) | 410.61% | |
Risk-free rate | 1.62% | |
Years to maturity | 9 months | |
Maximum [Member] | ||
Volatility (annual) | 363.34% | |
Risk-free rate | 1.88% | |
Years to maturity | 6 months 3 days | |
Maximum [Member] | Initial Valuation [Member] | ||
Stock price | $ 0.55 | |
Conversion price | $ 0.244 | |
Volatility (annual) | 261.04% | |
Risk-free rate | 2.58% | |
Years to maturity | 1 year | |
Time of conversion [Member] | Level 3 [Member] | ||
Dividend rate | ||
Time of conversion [Member] | Level 3 [Member] | Minimum [Member] | ||
Stock price | $ 0.01 | [1] |
Conversion price | $ 0.0039 | [2] |
Volatility (annual) | 23873.00% | |
Risk-free rate | 1.54% | |
Years to maturity | 2 months 1 day | |
Time of conversion [Member] | Level 3 [Member] | Maximum [Member] | ||
Stock price | $ 0.051 | [1] |
Conversion price | $ 0.026 | [2] |
Volatility (annual) | 55868.00% | |
Risk-free rate | 2.39% | |
Years to maturity | 7 months 17 days | |
[1] | Company used the average of the stock prices of the dates of conversion. | |
[2] | Company used the average of the stock prices applicable to the conversion terms. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 14, 2019 | Jan. 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions (Textual) | ||||
Due to shareholder | $ 179,191 | $ 179,191 | ||
Balance due will accrue interest | 12.50% | |||
Total accrued interest | 22,399 | |||
Website design and other computer related services | 14,200 | |||
Tom Wood [Member] | ||||
Related Party Transactions (Textual) | ||||
Shares granted | 25,000,000 | |||
Share price | $ 0.04 | |||
Non-cash compensation expense | $ 2,000,000 | |||
Regular compensation received | 6,700 | |||
Russell Bird [Member] | ||||
Related Party Transactions (Textual) | ||||
Shares granted | 25,000,000 | |||
Share price | $ 0.04 | |||
Non-cash compensation expense | $ 2,000,000 | |||
Accrued compensation | 15,000 | |||
Russell Bird [Member] | Series A preferred stock | ||||
Related Party Transactions (Textual) | ||||
Shares granted | 500,000 | |||
Share price | $ 0.04 | |||
Non-cash compensation expense | $ 20,000 | |||
Description of related party shares | The closing price for common stock was deemed an acceptable method for valuation as one share of Series A preferred stock is convertible into one share of common stock. | |||
January 1, 2018 [Member] | Tom Wood [Member] | ||||
Related Party Transactions (Textual) | ||||
Related party amount compensated per month | $ 3,000 | |||
Expired date | Jan. 2, 2019 | |||
January 1, 2018 [Member] | Russell Bird [Member] | ||||
Related Party Transactions (Textual) | ||||
Related party amount compensated per month | $ 3,000 | |||
Expired date | Jan. 1, 2019 | |||
April 1, 2019 [Member] | Tom Wood [Member] | ||||
Related Party Transactions (Textual) | ||||
Related party amount compensated per month | $ 4,000 | |||
Expired date | Apr. 1, 2020 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock (Textual) | |||
Converted into amount of common stock | $ (420,256) | ||
Principal and interest | $ 5,239 | ||
Converted into shares of common stock | 19,741,098 | ||
Common stock to be issued | $ 228,604 | ||
Total cash proceeds | $ 90,000 | ||
PowerUp [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | (45,000) | ||
LG Capital [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | (32,000) | ||
BHP Capital NY Inc [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | (29,356) | ||
Jefferson Street Capital LLC [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | (23,000) | ||
Odyssey Capital Funding LLC [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ (65,000) | ||
Common Stock | |||
Common Stock (Textual) | |||
Shares granted | 1,760,000 | 1,000,000 | |
Share price | $ 0.25 | $ 0.037 | |
Non-cash compensation expense | $ 440,000 | $ 37,000 | |
Common stock to be issued | $ 228,604 | ||
Common stock issued for conversion of debt, shares | 909,261 | ||
Sold shares of common stock | 477,143 | ||
Total cash proceeds | $ 90,000 | ||
Shares were returned expenses | $ 440,000 | ||
Common Stock | PowerUp [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ 45,000 | ||
Principal and interest | $ 2,700 | ||
Converted into shares of common stock | 5,599,447 | ||
Common Stock | LG Capital [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ 32,000 | ||
Principal and interest | $ 2,155 | ||
Converted into shares of common stock | 4,356,614 | ||
Common Stock | One44 Capital LLC [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ 100,000 | ||
Principal and interest | $ 7,802 | ||
Converted into shares of common stock | 13,740,758 | ||
Common Stock | Armada Capital Partners LLC [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ 15,900 | ||
Principal and interest | $ 483 | ||
Converted into shares of common stock | 4,385,270 | ||
Common Stock | BHP Capital NY Inc [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ 29,356 | ||
Principal and interest | $ 3,043 | ||
Converted into shares of common stock | 8,322,748 | ||
Common Stock | Jefferson Street Capital LLC [Member] | |||
Common Stock (Textual) | |||
Principal and interest | $ 23,000 | ||
Converted into shares of common stock | 6,233,766 | ||
Common Stock | Odyssey Capital Funding LLC [Member] | |||
Common Stock (Textual) | |||
Converted into amount of common stock | $ 65,000 | ||
Principal and interest | $ 4,593 | ||
Converted into shares of common stock | 17,005,708 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Series A Preferred Stock [Member] | ||
Preferred stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | |
Description of voting rights | The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25 voting rights. | |
Series B Preferred Stock [Member] | ||
Preferred stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | |
Description of voting rights | Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. | |
Series C Preferred Stock [Member] | ||
Preferred stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | |
Description of voting rights | Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 817,000 | $ 87,000 |
Less: valuation allowance | (817,000) | (87,000) |
Net provision for Federal income taxes |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,132,000 | $ 315,000 |
Less: valuation allowance | (1,132,000) | (315,000) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax (Textual) | |
U.S. federal income tax rate | 21.00% |
Net operating loss carry forwards | $ 1,132,000 |
Description of corporate income tax rate | The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018. |
Change in valuation allowance | $ 817,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Oct. 04, 2019 | May 30, 2019 | Dec. 31, 2019 | |
Warrants | 3,000,000 | ||
Warrant [Member] | |||
Warrants | 1,500,000 | 1,500,000 | 3,000,000 |
Share price | $ 0.0245 | $ 0.045 | |
Exercise Price | $ 0.07 | $ 0.07 | |
Term | 3 years | 3 years | |
Volatility | 356.53% | 406.00% | |
Risk Free Interest Rate | 1.35% | 2.00% | |
Dividend rate |
Warrants (Details 1)
Warrants (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 04, 2019 | May 30, 2019 | Dec. 31, 2019 | |
Number of Warrants | |||
Granted | 3,000,000 | ||
Weighted Average Exercise Price | |||
Granted | $ 0.07 | ||
Weighted Average Remaining Contract Term (years) | |||
Granted | 2 years 7 months 2 days | ||
Warrant [Member] | |||
Number of Warrants | |||
Outstanding | |||
Granted | 1,500,000 | 1,500,000 | 3,000,000 |
Expired | |||
Exercised | |||
Exercisable | 3,000,000 | ||
Weighted Average Exercise Price | |||
Outstanding | |||
Granted | 0.07 | ||
Expired | |||
Exercised | |||
Exercisable | $ 0.07 | ||
Weighted Average Remaining Contract Term (years) | |||
Granted | 2 years 7 months 2 days | ||
Exercisable - December 31, 2019 | 2 years 7 months 2 days | ||
Aggregate Intrinsic Value | |||
Exercisable |
Warrants (Details 2)
Warrants (Details 2) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Warrants [Abstract] | |
Range of Exercise Prices | $ 0.07 |
Number Outstanding | shares | 3,000,000 |
Weighted Average Remaining Contractual Life | 2 years 7 months 2 days |
Weighted Average Exercise Price | $ 0.07 |
Warrants (Details Textual)
Warrants (Details Textual) - Warrant [Member] - USD ($) | 1 Months Ended | |
Oct. 04, 2019 | May 30, 2019 | |
Issuance of warrants | $ 1,500,000 | $ 1,500,000 |
Warrants exercisable term | 3 years | 3 years |
Exercise price per share | $ 0.07 | $ 0.07 |
Fair value between the debt issued and the warrants | $ 36,606 | $ 41,853 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 01, 2020 | Mar. 02, 2020 | Jan. 27, 2020 | Dec. 31, 2019 |
Subsequent Events (Textual) | ||||
Converted note holders | $ 76,994 | |||
Converted into amount of common stock | $ (420,256) | |||
Converted into shares of common stock | 19,741,098 | |||
Principal and interest amount | $ 5,239 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Total cash proceeds | $ 15,000 | |||
Sale of common stock | 3,000,000 | |||
PowerUp [Member] | ||||
Subsequent Events (Textual) | ||||
Converted into amount of common stock | $ (45,000) | |||
Mature date | Jul. 9, 2019 | |||
PowerUp [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Total cash proceeds | $ 70,000 | $ 150,000 | ||
Convertible promissory notes | $ 80,300 | $ 168,300 | ||
Mature date | Mar. 2, 2021 | Jan. 27, 2021 | ||
Accrues interest | 12.00% | 12.00% | ||
Converted into shares of common stock percentage | 75.00% | 75.00% | ||
Warrant [Member] | ||||
Subsequent Events (Textual) | ||||
Converted into shares of common stock | 36,769,439 |