Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 12, 2021 | Jun. 30, 2020 | |
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, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
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 | 405,712,834 | ||
Entity File Number | 000-53450 | ||
Entity Incorporation State Country Code | NV | ||
Entity Public Float | $ 135,711,957 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 114,227 | $ 119,574 |
Inventory deposit | 8,000 | |
Inventory | 11,064 | |
Prepaid expenses | 7,909 | |
Total current assets | 125,291 | 135,483 |
Other asset | 10,000 | 10,000 |
Property and equipment, net | 95,371 | 107,814 |
Total Assets | 230,662 | 253,297 |
Current Liabilities: | ||
Accounts payable | 20,235 | 258,198 |
Accrued compensation | 35,000 | 15,000 |
Accrued interest | 23,013 | 27,953 |
Accrued interest – related party | 44,921 | 22,399 |
Convertible Notes, net of discount of $157,233 and $164,998, respectively | 44,867 | 76,996 |
Derivative Liability | 700,719 | 626,831 |
Loan payable – related party | 179,191 | 179,191 |
Loans payable | 53,212 | 56,556 |
Total Liabilities | 1,101,158 | 1,263,124 |
Commitments and Contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 368,063,606 and 116,269,466 shares issued and outstanding, respectively | 368,061 | 116,268 |
Additional paid in capital | 5,200,885 | 4,139,395 |
Accumulated Deficit | (6,565,942) | (5,390,490) |
TOTAL STOCKHOLDERS' DEFICIT | (870,496) | (1,009,827) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 230,662 | 253,297 |
Series A preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | 126,000 | 125,000 |
TOTAL STOCKHOLDERS' DEFICIT | 126,000 | 125,000 |
Series B preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | 500 | |
TOTAL STOCKHOLDERS' DEFICIT | 500 | |
Series C preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible notes, net of discount | $ 157,233 | $ 164,998 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 368,063,606 | 116,269,466 |
Common stock, shares outstanding | 368,063,606 | 116,269,466 |
Series A preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 4,000,000 |
Series B preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
Series C preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses: | ||
Professional fees | $ 41,525 | $ 60,060 |
Consulting | 5,000 | 54,720 |
Compensation – related party | 211,500 | 2,107,700 |
General and administrative | 211,819 | 119,504 |
Total operating expenses | 469,844 | 2,341,984 |
Loss from operations | (469,844) | (2,341,984) |
Other expense: | ||
Interest expense | (611,535) | (396,704) |
Loan fees | (19,991) | |
Early payment penalty | (49,162) | |
Loss on issuance of convertible debt | (350,986) | (1,575,107) |
Gain on forgiveness of debt | 226,398 | |
Change in fair value of derivative | 79,677 | 445,318 |
Total other expense | (705,608) | (1,546,484) |
Loss before income taxes | (1,175,452) | (3,888,468) |
Provision for income taxes | ||
Net Loss | $ (1,175,452) | $ (3,888,468) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.09) |
Weighted average common shares outstanding, basic and diluted | 215,671,601 | 45,416,843 |
Statement of Stockholders_ Equi
Statement of Stockholders’ Equity (Deficit) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Common stock to be issued | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2018 | $ 105,000 | $ 4,316 | $ 228,604 | $ 584,017 | $ (1,502,022) | $ (580,085) | |
Beginning 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, shares | 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 | |||||
Warrants issued with convertible debt, shares | |||||||
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 | |||||
Common stock issued for conversion of debt | $ 198,903 | 910,031 | 1,108,934 | ||||
Common stock issued for conversion of debt, shares | 198,903,759 | ||||||
Common stock issued for cash | $ 15,000 | 60,000 | 75,000 | ||||
Common stock issued for cash, shares | 15,000,000 | ||||||
Warrants converted to common stock | $ 37,890 | (37,890) | |||||
Warrants converted to common stock, shares | 37,890,381 | ||||||
Warrant down round protection | 3,349 | 3,349 | |||||
Preferred stock issued for services - related party | $ 1,000 | $ 500 | 126,000 | 127,500 | |||
Preferred stock issued for services - related party, shares | 1,000,000 | 500,000 | |||||
Net loss | (1,175,452) | (1,175,452) | |||||
Ending Balance at Dec. 31, 2020 | $ 126,000 | $ 500 | $ 368,061 | $ 5,200,885 | $ (6,565,942) | $ (870,496) | |
Ending Balance, shares at Dec. 31, 2020 | 5,000,000 | 500,000 | 368,063,606 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,175,452) | $ (3,888,468) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 49,153 | 17,496 |
Stock compensation expense | 54,320 | |
Stock compensation expense – related party | 127,500 | 2,020,000 |
Change in fair value of derivative | (79,677) | (445,318) |
Discount amortization | 561,576 | 341,011 |
Loss on issuance of convertible debt | 350,986 | 1,575,107 |
Gain on forgiveness of debt | (226,398) | |
Changes in Operating Assets and Liabilities: | ||
Prepaids and other assets | 7,909 | 4,397 |
Inventory | (3,064) | |
Accounts payable | (11,654) | 17,799 |
Accrued compensation – related party | 20,000 | 15,000 |
Accrued interest | 21,295 | 30,221 |
Accrued interest – related party | 22,533 | 22,399 |
Net cash used by operating activities | (335,293) | (236,036) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (36,710) | (86,874) |
Other asset | (10,000) | |
Net cash used by investing activities | (36,710) | (96,874) |
Cash Flows from Financing Activities: | ||
Repayment of loans | (3,344) | (3,156) |
Proceeds from convertible notes payable | 460,000 | 439,000 |
Repayment of convertible notes payable | (165,000) | |
Proceeds from sale of common stock | 75,000 | |
Net cash provided by financing activities | 366,656 | 435,844 |
Net increase in cash | (5,347) | 102,934 |
Cash at beginning of the year | 119,574 | 16,640 |
Cash at end of the year | 114,227 | 119,574 |
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 | $ 452,477 | $ 331,033 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 or 2019. 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, 2020 The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2020 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains Derivative - - 700,719 79,677 Total $ - $ - $ 700,719 $ 79,677 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 Derivative - - 79,677 445,318 Total $ - $ - $ 79,677 $ 445,318 Inventory Inventories are valued at the lower of cost or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of December 31, 2020 and 2019, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. 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. 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, 2020, the Company had approximately 209,383,191 of potentially dilutive shares of common stock from convertible debt, 15,974,026 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. 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, 2020 and 2019, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Recent Accounting Pronouncements 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, 2020 | |
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 $6,565,942 at December 31, 2020, had a net loss of $1,175,452 (including $127,500 of non-cash stock compensation and $832,885 in losses related to convertible debt, interest and discount amortization) and net cash used in operating activities of $335,293 for the year ended December 31, 2020. 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. The industry in which we operate depends heavily upon our ability to obtain raw material and manufacture our product as well as the overall level of consumer and business spending. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health crises, and additional government intervention), particularly in the United States, may have a negative financial impact to our Company. Adverse conditions as a result of the global COVID-19 outbreak, will and may continue to impact our manufacturing processes and ultimately our ability to sell our product. |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2020 | |
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 7,136 Automobile 17,189 16,963 Tooling/Molds 141,785 105,301 Less: accumulated depreciation (85,643 ) (36,490 ) Fixed assets, net $ 95,371 $ 107,814 Depreciation expense Depreciation expense for the years ended December 31, 2020 and 2019 was $49,153 and $17,496, respectively. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, there is $45,000 and $19,355 of principal and interest due on this loan. As of December 31, 2019, there is $45,000 and $17,091 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, 2020 and 2019 there is $8,212 and $11,556, respectively, due on this loan. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 - CONVERTIBLE NOTES The following table summarizes the convertible notes and related activity as of December 31, 2020: Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % 35,000 - (35,000 ) - Armada Investment Fund LLC 5/30/2019 2/29/2020 12 % 20,850 - (20,850 ) - BHP Capital NY Inc. 5/30/2019 2/29/2020 12 % 7,394 - (7,394 ) - Jefferson Street Capital LLC 5/30/2019 2/29/2020 12 % 13,750 - (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 ) - Power Up Lending Group LTD 1/27/2020 1/27/2021 12 % - 168,300 (168,300 ) - Granite Global Value 3/2/2020 9/2/3021 12 % - 165,800 (165,800 ) - Granite Global Value 5/6/2020 5/6/2021 10 % - 154,800 (154,800 ) - Diamond Investments II LLC 8/28/2020 8/28/2021 8 % - 110,250 - 110,250 Power Up Lending Group LTD 12/18/2020 12/18/2021 10 % - 91,850 - 91,850 Total $ 241,994 $ 691,000 $ (730,894 ) $ 202,100 Less debt discount (164,998 ) (157,233 ) $ 76,996 $ 44,867 A summary of the activity of the derivative liability for the notes above is as follows: 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 Increase to derivative due to new issuances 891,730 Decrease to derivative due to conversion/repayments (897,519 ) Derivative loss due to mark to market adjustment 79,677 Balance at December 31, 2020 $ 700,719 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, 2020 is as follows: Inputs December 31, Initial Stock price $ .004 $ .0094 - .55 Conversion price $ .0008 - .0014 $ .003 - .244 Volatility (annual) 163.89 –218.71% 258.36% - 410.61% Risk-free rate .09% - .10% .09% - 2.58% Dividend rate - - Years to maturity .66 – .96 .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) $ .0014 - .0036 Conversion price (2) $ .0009 - .0023 Volatility (annual) 209.37 – 248.20 Risk-free rate .10% - .13 Dividend rate - Years to maturity .81 - .99 (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, 2020 | |
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, 2020 and December 31, 2019, 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, 2020, total accrued interest is $44,921. 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 expired on April 1, 2020 and has been renewed for two more years. In addition to Mr. Wood's regular compensation, he received $6,700 in bonuses in 2019. As of December 31, 2020 and 2019, there is $2,000 and $0 of accrued compensation, respectively, due to Mr. Wood. 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, 2020 and 2019, there is $33,000 and $24,000 of accrued compensation, respectively, due to Mr. Bird. Mr. Bird's employment agreement has been renewed in 2020 for two more years. 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. On November 23, 2020, 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 $0.0025, the closing stock price of the Company's common shares on the date of grant, for total non-cash compensation expense of $1,250. 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. On November 23, 2020, the Company granted 500,000 shares of Series A preferred stock to Mr. Wood for services rendered to the Company. The shares were valued at $0.0025, the closing stock price of the Company's common shares on the date of grant, for total non-cash compensation expense of $1,250. 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. On November 23, 2020, the Company granted 250,000 shares of Series B preferred stock to Mr. Bird for services rendered to the Company. The shares were valued at $0.0025, the closing stock price of the Company's common shares on the date of grant, multiplied by 100, for total non-cash compensation expense of $62,500. The closing price for common stock multiplied by 100 was deemed an acceptable method for valuation as one share of Series B preferred stock is convertible into 100 shares of common stock. On November 23, 2020, the Company granted 250,000 shares of Series B preferred stock to Mr. Wood for services rendered to the Company. The shares were valued at $0.0025, the closing stock price of the Company's common shares on the date of grant, multiplied by 100, for total non-cash compensation expense of $62,500. The closing price for common stock multiplied by 100 was deemed an acceptable method for valuation as one share of Series B preferred stock is convertible into 100 shares of common stock. During the years ended December 31, 2020 and 2019, the Company paid $22,650 and $14,200, respectively, to the brother of the CEO for website design and other computer related services. During the years ended December 31, 2020 and 2019, the Company paid $1,000 and $0, respectively, to the son of the CEO for services. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7 - COMMON STOCK 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 During the year ended December 31 2020 During the year ended December 31, 2020 During the year ended December 31, 2020 During the year ended December 31, 2020 During the year ended December 31, 2020, 37,890,381 shares of common stock were issued in conversion of 50,262,343 warrants. During the year ended December 31, 2020 During the year ended December 31, 2020 During the year ended December 31, 2020, the Company sold 15,000,000 shares of common stock pursuant to the terms of its Form 1-A, Regulation A Offering Statement, for total cash proceeds of $75,000. its Offering Statement on Form 1-A originally qualified on December 16, 2019 and the Post-Qualification Amendment to such Form 1-A qualified on March 31, 2020. See Note 6 for stock issued to related parties. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
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. 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. See Note 6 for preferred stock issued to a related party. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 Federal income tax benefit attributable to: Current Operations $ 221,700 $ 817,000 Less: valuation allowance (221,700 ) (817,000 ) 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: 2020 2019 Deferred tax asset attributable to: Net operating loss carryover $ 1,343,000 $ 1,132,000 Less: valuation allowance (1,343,000 ) (1,132,000 ) Net deferred tax asset $ - $ - At December 31, 2020, the Company had net operating loss carry forwards of approximately $1,343,000 that maybe offset against future taxable income. No tax benefit has been reported in the December 31, 2020 or 2019 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, 2020 was an increase of $211,000. 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, 2020, the Company had no accrued interest or penalties related to uncertain tax positions. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
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 - On January 22, 2020, the Company issued 63,236,369 additional warrants as part of the down round protection provisions. The adjusted exercise price was $0.00385. 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: Warrants 63,236,369 Share price $ 0.0249 Exercise Price $ 0.00385 Term 2.35 – 2.70 years Volatility 392.73 – 410.10% Risk Free Interest Rate 1.52 – 1.53% 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 years ended December 31, 2020 and 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 - - - Outstanding at December 31, 2019 3,000,000 0.07 2.59 Granted 63,236,369 0.00385 2.56 Expired - - - Exercised (50,262,343 ) 0.00385 - Exercisable at December 31, 2020 15,974,026 $ 0.00385 2.06 $ - Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $ 0.00385 15,974,026 2.06 years $ 0. 00385 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, 2020, 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, 2020 | |
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 December 31, 2020, Granite Global Value converted $22,590 into 37,649,228 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 or 2019. |
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, 2020 The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2020 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains Derivative - - 700,719 79,677 Total $ - $ - $ 700,719 $ 79,677 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 Derivative - - 79,677 445,318 Total $ - $ - $ 79,677 $ 445,318 |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of December 31, 2020 and 2019, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. |
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. |
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, 2020, the Company had approximately 209,383,191 of potentially dilutive shares of common stock from convertible debt, 15,974,026 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. 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, 2020 and 2019, 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 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, 2020 | |
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 Derivative - - 700,719 79,677 Total $ - $ - $ 700,719 $ 79,677 Description Level 1 Level 2 Level 3 Total Gains Derivative - - 79,677 445,318 Total $ - $ - $ 79,677 $ 445,318 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 7,136 Automobile 17,189 16,963 Tooling/Molds 141,785 105,301 Less: accumulated depreciation (85,643 ) (36,490 ) Fixed assets, net $ 95,371 $ 107,814 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes and related activity | Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % 35,000 - (35,000 ) - Armada Investment Fund LLC 5/30/2019 2/29/2020 12 % 20,850 - (20,850 ) - BHP Capital NY Inc. 5/30/2019 2/29/2020 12 % 7,394 - (7,394 ) - Jefferson Street Capital LLC 5/30/2019 2/29/2020 12 % 13,750 - (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 ) - Power Up Lending Group LTD 1/27/2020 1/27/2021 12 % - 168,300 (168,300 ) - Granite Global Value 3/2/2020 9/2/3021 12 % - 165,800 (165,800 ) - Granite Global Value 5/6/2020 5/6/2021 10 % - 154,800 (154,800 ) - Diamond Investments II LLC 8/28/2020 8/28/2021 8 % - 110,250 - 110,250 Power Up Lending Group LTD 12/18/2020 12/18/2021 10 % - 91,850 - 91,850 Total $ 241,994 $ 691,000 $ (730,894 ) $ 202,100 Less debt discount (164,998 ) (157,233 ) $ 76,996 $ 44,867 |
Schedule of derivative liability | 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 Increase to derivative due to new issuances 891,730 Decrease to derivative due to conversion/repayments (897,519 ) Derivative loss due to mark to market adjustment 79,677 Balance at December 31, 2020 $ 700,719 |
Schedule of quantitative information about significant unobservable inputs | Inputs December 31, Initial Stock price $ .004 $ .0094 - .55 Conversion price $ .0008 - .0014 $ .003 - .244 Volatility (annual) 163.89 –218.71% 258.36% - 410.61% Risk-free rate .09% - .10% .09% - 2.58% Dividend rate - - Years to maturity .66 – .96 .75 - 1 Inputs Stock price (1) $ .0014 - .0036 Conversion price (2) $ .0009 - .0023 Volatility (annual) 209.37 – 248.20 Risk-free rate .10% - .13 Dividend rate - Years to maturity .81 - .99 (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, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for federal income tax | 2020 2019 Federal income tax benefit attributable to: Current Operations $ 221,700 $ 817,000 Less: valuation allowance (221,700 ) (817,000 ) Net provision for Federal income taxes $ - $ - |
Schedule of net deferred tax amount | 2020 2019 Deferred tax asset attributable to: Net operating loss carryover $ 1,343,000 $ 1,132,000 Less: valuation allowance (1,343,000 ) (1,132,000 ) Net deferred tax asset $ - $ - |
Warrants (Tables)
Warrants (Tables) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020 | |
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 - Warrants 63,236,369 Share price $ 0.0249 Exercise Price $ 0.00385 Term 2.35 – 2.70 years Volatility 392.73 – 410.10% Risk Free Interest Rate 1.52 – 1.53% 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 - - - Outstanding at December 31, 2019 3,000,000 0.07 2.59 Granted 63,236,369 0.00385 2.56 Expired - - - Exercised (50,262,343 ) 0.00385 - Exercisable at December 31, 2020 15,974,026 $ 0.00385 2.06 $ - Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $ 0.00385 15,974,026 2.06 years $ 0. 00385 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative, Total Gains and (Losses) | $ 79,677 | $ 445,318 |
Total | 79,677 | 445,318 |
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) | 700,719 | 79,677 |
Total | $ 700,719 | $ 79,677 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Fixed assets cost capitalized | $ 2,000 | |
Estimated useful life of fixed assets | 3 years | |
Dilutive shares of common stock from convertible debt | 209,383,191 | 58,665,000 |
Dilutive shares of common stock warrants | 15,974,026 | 3,000,000 |
Series A preferred stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Dilutive shares of common stock from convertible debt | 5,000,000 | |
Series B preferred stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Dilutive shares of common stock from convertible debt | 50,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern (Textual) | ||
Accumulated deficit | $ (6,565,942) | $ (5,390,490) |
Net loss | (1,175,452) | (3,888,468) |
Non-cash stock compensation | 127,500 | |
Losses related to convertible debt | 832,885 | |
Net cash used in operating activities | $ (335,293) | $ (236,036) |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Furniture/fixtures | $ 14,904 | $ 14,904 |
Office equipment | 7,136 | 7,136 |
Automobile | 17,189 | 16,963 |
Tooling/Molds | 141,785 | 105,301 |
Less: accumulated depreciation | (85,643) | (36,490) |
Fixed assets, net | $ 95,371 | $ 107,814 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment (Textual) | ||
Depreciation expense | $ 49,153 | $ 17,496 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 26, 2018 | Mar. 23, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 12, 2013 | Oct. 24, 2012 | |
Repaid loan for legal fees | $ 165,000 | |||||
Loans Payable [Member] | ||||||
Loaned amount | $ 8,212 | 11,556 | ||||
Percentage of accrue interest | 5.80% | 5.00% | ||||
Repaid loan for legal fees | $ 5,000 | |||||
Principal amount | $ 45,000 | 45,000 | ||||
Interest due on this loan | $ 19,355 | $ 17,091 | ||||
Purchase price | $ 16,963 | |||||
Loan matures date | Apr. 7, 2023 | |||||
Principal and interest per month | $ 327 | |||||
Mr. Wesson [Member] | Loans Payable [Member] | ||||||
Loaned amount | $ 20,000 | $ 30,000 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Additions | $ 691,000 | |
Conversions/ Repayments | (730,894) | |
Total | 202,100 | $ 241,994 |
Less debt discount | (157,233) | (164,998) |
Balance | $ 44,867 | 76,996 |
Odyssey Capital Funding, LLC [Member] | ||
Date | May 3, 2019 | |
Maturity Date | May 3, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (35,000) | |
Balance | 35,000 | |
Armada Investment Fund LLC [Member] | ||
Date | May 30, 2019 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (20,850) | |
Balance | 20,850 | |
BHP Capital NY Inc. [Member] | ||
Date | May 30, 2019 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (7,394) | |
Balance | 7,394 | |
Jefferson Street Capital LLC [Member] | ||
Date | May 30, 2019 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (13,750) | |
Balance | 13,750 | |
Armada Investment Fund LLC [Member] | ||
Date | Oct. 4, 2019 | |
Maturity Date | Jul. 4, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (55,000) | |
Balance | 55,000 | |
BHP Capital NY Inc. [Member] | ||
Date | Oct. 4, 2019 | |
Maturity Date | Jul. 4, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (55,000) | |
Balance | 55,000 | |
Jefferson Street Capital LLC [Member] | ||
Date | Oct. 4, 2019 | |
Maturity Date | Jul. 4, 2020 | |
Interest | 12.00% | |
Additions | ||
Conversions/ Repayments | (55,000) | |
Balance | 55,000 | |
Power Up Lending Group LTD [Member] | ||
Date | Jan. 27, 2020 | |
Maturity Date | Jan. 27, 2021 | |
Interest | 12.00% | |
Additions | $ 168,300 | |
Conversions/ Repayments | (168,300) | |
Balance | ||
Granite Global Value [Member] | ||
Date | Mar. 2, 2020 | |
Maturity Date | Sep. 2, 2021 | |
Interest | 12.00% | |
Additions | $ 165,800 | |
Conversions/ Repayments | (165,800) | |
Balance | ||
Granite Global Value [Member] | ||
Date | May 6, 2020 | |
Maturity Date | May 6, 2021 | |
Interest | 10.00% | |
Additions | $ 154,800 | |
Conversions/ Repayments | (154,800) | |
Balance | ||
Diamond Investments II LLC [Member] | ||
Date | Aug. 28, 2020 | |
Maturity Date | Aug. 28, 2021 | |
Interest | 8.00% | |
Additions | $ 110,250 | |
Conversions/ Repayments | ||
Balance | $ 110,250 | |
Power Up Lending Group LTD [Member] | ||
Date | Dec. 18, 2020 | |
Maturity Date | Dec. 18, 2021 | |
Interest | 10.00% | |
Additions | $ 91,850 | |
Conversions/ Repayments | ||
Balance | $ 91,850 |
Convertible Notes (Details 1)
Convertible Notes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Beginning, balance | $ 626,831 | $ 96,110 |
Increase to derivative due to new issuances | 891,730 | 1,955,295 |
Decrease to derivative due to conversion/repayments | (897,519) | (979,290) |
Derivative loss due to mark to market adjustment | 79,677 | (445,284) |
Ending, balance | $ 700,719 | $ 626,831 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) | 12 Months Ended | |
Dec. 31, 2020$ / shares | ||
Dividend rate | ||
Initial Valuation [Member] | ||
Dividend rate | ||
Minimum [Member] | ||
Stock price | $ .0014 | [1] |
Conversion price | $ .0009 | [2] |
Volatility (annual) | 209.37% | |
Risk-free rate | 0.10% | |
Years to maturity | 9 months 22 days | |
Minimum [Member] | Initial Valuation [Member] | ||
Stock price | $ .0094 | |
Conversion price | $ 0.003 | |
Volatility (annual) | 258.36% | |
Risk-free rate | 0.09% | |
Years to maturity | 9 months | |
Maximum [Member] | ||
Stock price | $ .0036 | [1] |
Conversion price | $ .0023 | [2] |
Volatility (annual) | 248.20% | |
Risk-free rate | 0.13% | |
Years to maturity | 11 months 26 days | |
Maximum [Member] | Initial Valuation [Member] | ||
Stock price | $ 0.55 | |
Conversion price | $ 0.244 | |
Volatility (annual) | 410.61% | |
Risk-free rate | 2.58% | |
Years to maturity | 1 year | |
Time of conversion [Member] | Level 3 [Member] | ||
Stock price | $ .004 | |
Dividend rate | ||
Time of conversion [Member] | Level 3 [Member] | Minimum [Member] | ||
Conversion price | $ .0008 | |
Volatility (annual) | 163.89% | |
Risk-free rate | 0.09% | |
Years to maturity | 7 months 28 days | |
Time of conversion [Member] | Level 3 [Member] | Maximum [Member] | ||
Conversion price | $ .0014 | |
Volatility (annual) | 218.71% | |
Risk-free rate | 0.10% | |
Years to maturity | 11 months 15 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 | Nov. 23, 2020 | Jan. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions (Textual) | |||||
Due to shareholder | $ 179,191 | $ 179,191 | |||
Balance due accrues interest | 12.50% | ||||
Total accrued interest | 44,921 | ||||
CEO [Member] | |||||
Related Party Transactions (Textual) | |||||
Website design and other computer related services | 22,650 | 14,200 | |||
Service fee | 1,000 | 0 | |||
Mr. Wood [Member] | |||||
Related Party Transactions (Textual) | |||||
Accrued compensation | 2,000 | 0 | |||
Regular compensation received | 6,700 | ||||
Shares granted | 25,000,000 | ||||
Share price | $ 0.04 | ||||
Non-cash compensation expense | $ 2,000,000 | ||||
Mr. Wood [Member] | Series A preferred stock | |||||
Related Party Transactions (Textual) | |||||
Shares granted | 500,000 | ||||
Share price | $ 0.0025 | ||||
Non-cash compensation expense | $ 1,250 | ||||
Description of convertible share | 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. | ||||
Mr. Wood [Member] | Series B preferred stock | |||||
Related Party Transactions (Textual) | |||||
Shares granted | 250,000 | ||||
Share price | $ 0.0025 | ||||
Non-cash compensation expense | $ 62,500 | ||||
Description of convertible share | The closing price for common stock multiplied by 100 was deemed an acceptable method for valuation as one share of Series B preferred stock is convertible into 100 shares of common stock. | ||||
Mr. Wood [Member] | April 1, 2019 [Member] | |||||
Related Party Transactions (Textual) | |||||
Related party amount compensated per month | $ 4,000 | ||||
Expired date | Apr. 1, 2020 | ||||
Russell Bird [Member] | January 1, 2019 [Member] | |||||
Related Party Transactions (Textual) | |||||
Accrued compensation | $ 3,000 | ||||
Mr. Bird [Member] | |||||
Related Party Transactions (Textual) | |||||
Accrued compensation | $ 33,000 | $ 24,000 | |||
Mr. Bird [Member] | Series A preferred stock | |||||
Related Party Transactions (Textual) | |||||
Shares granted | 500,000 | 500,000 | |||
Share price | $ 0.04 | $ 0.0025 | |||
Non-cash compensation expense | $ 20,000 | $ 1,250 | |||
Description of convertible share | 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. | 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. | |||
Mr. Bird [Member] | Series B preferred stock | |||||
Related Party Transactions (Textual) | |||||
Shares granted | 250,000 | ||||
Share price | $ 0.0025 | ||||
Non-cash compensation expense | $ 62,500 | ||||
Description of convertible share | The closing price for common stock multiplied by 100 was deemed an acceptable method for valuation as one share of Series B preferred stock is convertible into 100 shares of common stock. |
Common Stock (Details)
Common Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock (Textual) | ||
Converted into amount of common stock | $ 730,894 | |
Common stock issued for conversion of warrants | 15,000,000 | |
Total cash proceeds | $ 75,000 | |
Common Stock [Member] | ||
Common Stock (Textual) | ||
Common stock issued for conversion of warrants | 50,262,343 | |
Common stock issued shares | 37,890,381 | |
Shares granted | 1,000,000 | |
Share price | $ 0.037 | |
Non-cash compensation expense | $ 37,000 | |
Common stock issued for conversion of debt, shares | 909,261 | |
Common stock to be issued | $ 228,604 | |
PowerUp Lending Group LTD [Member] | ||
Common Stock (Textual) | ||
Converted into amount of common stock | 45,000 | |
Principal and interest | $ 27,000 | |
Converted into shares of common stock | 5,599,447 | |
LG Capital Funding LLC [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 | |
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 | |
Armada Capital Partners LLC [Member] | ||
Common Stock (Textual) | ||
Converted into amount of common stock | $ 20,850 | $ 15,900 |
Principal and interest | $ 110 | $ 483 |
Converted into shares of common stock | 5,202,346 | 4,385,270 |
BHP Capital NY Inc. [Member] | ||
Common Stock (Textual) | ||
Converted into amount of common stock | $ 7,394 | $ 29,356 |
Principal and interest | $ 35 | $ 3,043 |
Converted into shares of common stock | 1,919,620 | 8,322,748 |
Jefferson Street Capital LLC [Member] | ||
Common Stock (Textual) | ||
Converted into amount of common stock | $ 13,750 | $ 23,000 |
Principal and interest | $ 2,205 | |
Converted into shares of common stock | 3,989,090 | 6,233,766 |
Odyssey Capital Funding, LLC [Member] | ||
Common Stock (Textual) | ||
Converted into amount of common stock | $ 35,000 | $ 65,000 |
Principal and interest | $ 2,890 | $ 4,593 |
Converted into shares of common stock | 8,630,042 | 17,005,708 |
Power Up Lending Group LTD [Member] | ||
Common Stock (Textual) | ||
Converted into amount of common stock | $ 188,300 | |
Principal and interest | $ 7,650 | |
Converted into shares of common stock | 62,639,262 | |
Granite Global Value [Member] | ||
Common Stock (Textual) | ||
Principal and interest | $ 174,265 | |
Converted into shares of common stock | 116,523,399 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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. 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. | |
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 | 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. | |
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 | The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding. |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 221,700 | $ 817,000 |
Less: valuation allowance | (221,700) | (817,000) |
Net provision for Federal income taxes |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,343,000 | $ 1,132,000 |
Less: valuation allowance | (1,343,000) | (1,132,000) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax (Textual) | |
U.S. federal income tax rate | 21.00% |
Net operating loss carry forwards | $ 1,343,000 |
Change in valuation allowance | $ 211,000 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 1 Months Ended | ||
Jan. 22, 2020 | Oct. 04, 2019 | May 30, 2019 | |
Warrants | 63,236,369 | 1,500,000 | 1,500,000 |
Share price | $ 0.0249 | $ 0.0245 | $ 0.045 |
Exercise Price | $ 0.00385 | $ 0.10 | $ 0.07 |
Term | 3 years | 3 years | |
Volatility | 356.53% | 406.00% | |
Risk Free Interest Rate | 1.35% | 2.00% | |
Dividend rate | |||
Minimum [Member] | |||
Term | 2 years 4 months 6 days | ||
Volatility | 392.73% | ||
Risk Free Interest Rate | 1.52% | ||
Maximum [Member] | |||
Term | 2 years 8 months 12 days | ||
Volatility | 410.10% | ||
Risk Free Interest Rate | 1.53% |
Warrants (Details 1)
Warrants (Details 1) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants | ||
Outstanding | 3,000,000 | |
Granted | 63,236,369 | 3,000,000 |
Expired | ||
Exercised | (50,262,343) | |
Outstanding | 15,974,026 | 3,000,000 |
Weighted Average Exercise Price | ||
Outstanding | $ 0.07 | |
Granted | 0.00385 | 0.07 |
Expired | ||
Exercised | 0.00385 | |
Exercisable | $ 0.00385 | $ 0.07 |
Weighted Average Remaining Contract Term | ||
Granted | 2 years 6 months 21 days | 2 years 7 months 2 days |
Exercisable | 2 years 22 days | 2 years 7 months 2 days |
Aggregate Intrinsic Value | ||
Exercisable |
Warrants (Details 2)
Warrants (Details 2) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Range of Exercise Prices | $ 0.00385 |
Number Outstanding | shares | 15,974,026 |
Weighted Average Remaining Contractual Life | 2 years 22 days |
Weighted Average Exercise Price | $ 0.00385 |
Warrants (Details Textual)
Warrants (Details Textual) - Warrant [Member] - USD ($) | 1 Months Ended | ||
Jan. 22, 2020 | Oct. 04, 2019 | May 30, 2019 | |
Warrants (Textual) | |||
Issuance of warrants | 63,236,369 | 1,500,000 | 1,500,000 |
Warrants exercisable term | 3 years | 3 years | |
Exercise price per share | $ 0.00385 | $ 0.07 | $ 0.07 |
Fair value between the debt issued and the warrants | $ 36,606 | $ 41,853 |
Subsequent Events (Details)
Subsequent Events (Details) - Granite Global Value [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Subsequent Events (Textual) | |
Principal value | $ | $ 22,590 |
Common stock issued for conversion of debt, shares | shares | 37,649,228 |