Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | REMSLEEP HOLDINGS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 966,267,969 | |
Amendment Flag | false | |
Entity Central Index Key | 0001412126 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53450 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 47-5386867 | |
Entity Address, Address Line One | 2202 N | |
Entity Address, Address Line Two | West Shore Blvd | |
Entity Address, Address Line Three | Suite 200 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33607 | |
Entity Interactive Data Current | Yes | |
City Area Code | 813 | |
Local Phone Number | 367-3855 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 2,363,944 | $ 114,227 |
Inventory | 19,086 | 11,064 |
Total current assets | 2,383,030 | 125,291 |
Other asset | 10,000 | 10,000 |
Property and equipment, net | 92,607 | 95,371 |
Total Assets | 2,485,637 | 230,662 |
Current Liabilities: | ||
Accounts payable | 17,051 | 20,235 |
Accrued compensation | 47,000 | 35,000 |
Accrued interest | 40,434 | 23,013 |
Accrued interest – related party | 61,859 | 44,921 |
Convertible Notes, net of discount of $373,694 and $157,233, respectively | 120,831 | 44,867 |
Derivative Liability | 607,806 | 700,719 |
Loan payable – related party | 179,191 | 179,191 |
Loans payable | 48,443 | 53,212 |
Total Liabilities | 1,122,615 | 1,101,158 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 and issued and outstanding | 126,000 | 126,000 |
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued | 500 | 500 |
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 944,402,837 and 368,063,606 shares issued and outstanding, respectively | 944,400 | 368,061 |
Additional paid in capital | 10,525,384 | 5,200,885 |
Accumulated Deficit | (10,233,262) | (6,565,942) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 1,363,022 | (870,496) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 2,485,637 | $ 230,662 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible notes, net of discount (in Dollars) | $ 373,694 | $ 157,233 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 944,402,837 | 368,063,606 |
Common stock, shares outstanding | 944,402,837 | 368,063,606 |
Series A Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Series B Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Series C Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Expenses: | ||||
Professional fees | $ 7,500 | $ 6,000 | $ 59,643 | $ 27,725 |
Compensation expense – related party | 21,000 | 21,000 | 63,000 | 63,000 |
Development expense | 16,666 | 962 | 95,608 | 47,901 |
General and administrative | 36,697 | 30,145 | 92,962 | 113,348 |
Total operating expenses | 81,863 | 58,107 | 311,213 | 251,974 |
Loss from operations | (81,863) | (58,107) | (311,213) | (251,974) |
Other income (expense): | ||||
Interest expense | (240,797) | (146,339) | (646,382) | (450,199) |
Default penalty of convertible note | (162,798) | |||
Loss on issuance of convertible debt | (70,675) | (86,374) | (612,844) | (302,696) |
Early payment penalty | (49,162) | |||
Change in fair value of derivative | (438,824) | 19,346 | (1,934,083) | 547,868 |
Total other expense | (750,296) | (213,367) | (3,356,107) | (254,189) |
Loss before income taxes | (832,159) | (271,474) | (3,667,320) | (506,163) |
Provision for income taxes | ||||
Net Loss | $ (832,159) | $ (271,474) | $ (3,667,320) | $ (506,163) |
Net loss per share, basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average common shares outstanding, basic and diluted (in Shares) | 691,368,096 | 226,189,484 | 569,840,600 | 186,400,755 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series APreferred Stock | Series BPreferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 125,000 | $ 116,268 | $ 4,139,395 | $ (5,390,490) | $ (1,009,827) | |
Balance (in Shares) at Dec. 31, 2019 | 4,000,000 | 116,269,466 | ||||
Common stock issued for conversion of debt | $ 19,741 | 278,991 | 298,732 | |||
Common stock issued for conversion of debt (in Shares) | 19,741,098 | |||||
Warrants converted to common stock | $ 36,769 | (36,769) | ||||
Warrants converted to common stock (in Shares) | 36,769,439 | |||||
Warrant down round protection | 3,349 | (3,349) | ||||
Net income (loss) | (273,522) | (273,522) | ||||
Balance at Mar. 31, 2020 | $ 125,000 | $ 172,778 | 4,384,966 | (5,667,361) | (984,617) | |
Balance (in Shares) at Mar. 31, 2020 | 4,000,000 | 172,780,003 | ||||
Common stock issued for cash | $ 15,000 | 60,000 | 75,000 | |||
Common stock issued for cash (in Shares) | 15,000,000 | |||||
Warrants converted to common stock | $ 1,121 | (1,121) | ||||
Warrants converted to common stock (in Shares) | 1,120,942 | |||||
Net income (loss) | 38,833 | 38,833 | ||||
Balance at Jun. 30, 2020 | $ 125,000 | $ 188,899 | 4,443,845 | (5,628,528) | (870,784) | |
Balance (in Shares) at Jun. 30, 2020 | 4,000,000 | 188,900,945 | ||||
Common stock issued for conversion of debt | $ 67,639 | 361,555 | 429,194 | |||
Common stock issued for conversion of debt (in Shares) | 67,639,262 | |||||
Net income (loss) | (271,474) | (271,474) | ||||
Balance at Sep. 30, 2020 | $ 125,000 | $ 256,538 | 4,805,400 | (5,900,002) | (713,064) | |
Balance (in Shares) at Sep. 30, 2020 | 4,000,000 | 256,540,207 | ||||
Balance at Dec. 31, 2020 | $ 126,000 | $ 500 | $ 368,061 | 5,200,885 | (6,565,942) | (870,496) |
Balance (in Shares) at Dec. 31, 2020 | 5,000,000 | 500,000 | 368,063,606 | |||
Common stock issued for conversion of debt | $ 74,986 | 467,990 | 542,976 | |||
Common stock issued for conversion of debt (in Shares) | 74,985,965 | |||||
Warrants issued with convertible debt | 75,070 | 75,070 | ||||
Net income (loss) | (471,466) | (471,466) | ||||
Balance at Mar. 31, 2021 | $ 126,000 | $ 500 | $ 443,047 | 5,743,945 | (7,037,408) | (723,916) |
Balance (in Shares) at Mar. 31, 2021 | 5,000,000 | 500,000 | 443,049,571 | |||
Common stock issued for conversion of debt | $ 87,252 | 2,114,742 | 2,201,994 | |||
Common stock issued for conversion of debt (in Shares) | 87,252,322 | |||||
Warrants issued with convertible debt | 106,722 | 106,722 | ||||
Warrants issued with convertible debt (in Shares) | ||||||
Common stock issued for conversion of warrants | $ 43,479 | (43,479) | ||||
Common stock issued for conversion of warrants (in Shares) | 43,478,695 | |||||
Common stock issued for cash | $ 12,800 | 83,200 | 96,000 | |||
Common stock issued for cash (in Shares) | 12,800,000 | |||||
Beneficial conversion feature | 30,000 | 30,000 | ||||
Beneficial conversion feature (in Shares) | ||||||
Net income (loss) | (2,363,695) | (2,363,695) | ||||
Balance at Jun. 30, 2021 | $ 126,000 | $ 500 | $ 586,578 | 8,035,130 | (9,401,103) | (652,895) |
Balance (in Shares) at Jun. 30, 2021 | 5,000,000 | 500,000 | 586,580,588 | |||
Common stock issued for conversion of debt | $ 97,822 | 800,254 | 898,076 | |||
Common stock issued for conversion of debt (in Shares) | 97,822,249 | |||||
Common stock issued for cash | $ 260,000 | 1,690,000 | 1,950,000 | |||
Common stock issued for cash (in Shares) | 260,000,000 | |||||
Net income (loss) | (832,159) | (832,159) | ||||
Balance at Sep. 30, 2021 | $ 126,000 | $ 500 | $ 944,400 | $ 10,525,384 | $ (10,233,262) | $ 1,363,022 |
Balance (in Shares) at Sep. 30, 2021 | 5,000,000 | 500,000 | 944,402,837 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,667,320) | $ (506,163) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 41,208 | 36,263 |
Change in fair value of derivative | 1,934,083 | (547,868) |
Discount amortization | 559,732 | 411,863 |
Loss on issuance of convertible debt | 612,844 | 302,696 |
Default penalty of convertible note | 162,798 | |
Changes in Operating Assets and Liabilities | ||
Prepaid expenses | 7,909 | |
Inventory | (8,022) | (2,214) |
Accounts payable | (3,184) | (16,144) |
Accrued officer compensation | 12,000 | 11,000 |
Accrued interest | 69,554 | 12,021 |
Accrued interest – related party | 16,938 | 16,876 |
Net cash used in operating activities | (269,369) | (273,761) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (38,444) | (36,485) |
Net Cash used in investing activities | (38,444) | (36,485) |
Cash Flows from Financing Activities: | ||
Repayment of loans | (4,770) | (2,490) |
Proceeds from convertible notes payable | 516,300 | 380,000 |
Repayment of convertible notes payable | (165,000) | |
Common stock sold for cash | 2,046,000 | 75,000 |
Net cash provided by financing activities | 2,557,530 | 287,510 |
Net change in cash | 2,249,717 | (22,736) |
Cash at beginning of the period | 114,227 | 119,574 |
Cash at end of the period | 2,363,944 | 96,838 |
Supplemental cash flow information: | ||
Interest paid in cash | 306 | 453 |
Taxes paid | ||
Supplemental non-cash disclosure: | ||
Common stock issued for conversion of debt | 517,724 | 291,120 |
Accrued interest assigned to principal of assigned note | $ 4,183 |
Background
Background | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BACKGROUND | NOTE 1 - BACKGROUND 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2020. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2021 and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2021. 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. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended September 30, 2021. 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 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 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 as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2021 and December 31, 2020: September 30, 2021: Description Level 1 Level 2 Level 3 Total Loss Derivative $ - $ - $ 607,806 $ (1,934,083 ) Total $ - $ - $ 607,806 $ (1,934,083 ) December 31, 2020: Description Level 1 Level 2 Level 3 Total Gains Derivative $ - $ - $ 700,719 $ 79,677 Total $ - $ - $ 700,719 $ 79,677 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 September 30, 2021, the Company had 34,158,048 of potentially dilutive shares of common stock from convertible debt, 217,474,026 potentially dilutive shares of common stock warrants and 55,000,000 potentially dilutive shares of common stock from Series A and B preferred stock. As of September 30, 2020, the Company had 106,543,000 of potentially dilutive shares of common stock from convertible debt and 15,974,026 potentially dilutive shares of common stock warrants. The Company’s diluted loss per share is the same as the basic loss per share for all periods, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss in those periods. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity 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 | 9 Months Ended |
Sep. 30, 2021 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying unaudited 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 $10,233,262 at September 30, 2021, had a net loss of $3,356,107 (approximately $3,356,000 was non-cash other expense) and net cash used in operating activities of $269,369 for the nine months ended September 30, 2021. 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 Q1 of 2022. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 4 - PROPERTY & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets 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 and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization 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. 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. Assets stated at cost, less accumulated depreciation consisted of the following: September 30, December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 10,375 7,136 Automobile 17,189 17,189 Tooling/Molds 176,990 141,785 Less: accumulated depreciation (126,851 ) (85,643 ) Fixed assets, net $ 92,607 $ 95,371 Depreciation expense Depreciation expense for the nine months ended September 30, 2021 and 2020 was $41,208 and $36,263, respectively. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2021 | |
Loan Payable [Abstract] | |
LOANS PAYABLE | NOTE 5 - 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 September 30, 2021, there is $45,000 and $21,018 of principal and interest due on this loan. As of December 31, 2020, there is $45,000 and $19,355 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 September 30, 2021 and December 31, 2020 there is $3,443 and $8,212, respectively, due on this loan. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6 - CONVERTIBLE NOTES The following table summarizes the convertible notes and related activity as of September 30, 2021: Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance 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 ) - Granite Global Investments Ltd 10/26/2020 11/6/2021 24.5 % - 162,798 (162,798 ) - Granite Global Investments Ltd 1/6/2021 1/6/2022 12 % - 31,000 (31,000 ) - Granite Global Investments Ltd 1/30/2021 1/30/2022 12 % - 36,000 - 36,000 Power Up Lending Group LTD 2/22/2021 2/22/2022 10 % - 84,150 (84,150 ) - Granite Global Investments Ltd 4/7/2021 4/7/2022 10 % - 36,500 - 36,500 Granite Global Investments Ltd 4/7/2021 4/7/2022 10 % - 91,850 - 91,850 Granite Global Investments Ltd 4/9/2021 4/9/2022 10 % - 100,000 - 100,000 Granite Global Investments Ltd 5/3/2021 5/3/2022 10 % - 53,625 - 53,625 Power Up Lending Group LTD 7/22/2021 7/22/2022 10 % - 58,850 - 58,850 Power Up Lending Group LTD 8/26/2021 8/26/2022 10 % - 58,850 - 58,850 Power Up Lending Group LTD 9/22/2021 9/22/2022 10 % - 58,850 - 58,850 Total $ 202,100 $ 772,473 $ (480,048 ) $ 494,525 Less debt discount (157,233 ) (373,694 ) $ 44,867 $ 120,831 A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2019 $ 626,831 Increase to derivative due to new issuances 808,643 Decrease to derivative due to conversion/repayments (897,519 ) Derivative loss due to mark to market adjustment 162,764 Balance at December 31, 2020 700,719 Increase to derivative due to new issuances 907,554 Decrease to derivative due to conversion/repayments (2,934,550 ) Derivative loss due to mark to market adjustment 1,934,083 Balance at September 30, 2021 $ 607,806 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 as of September 30, 2021 is as follows: Inputs September 30, Initial Stock price $ .0022 $ .0018 - .0138 Conversion price $ .0094 $ .002 - .0098 Volatility (annual) 234.92 – 246.30 % 203.69% - 246.30 % Risk-free rate .05% - .09 % .07% - .09 % Dividend rate - - Years to maturity .52 – .98 .83 - 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 $ .092 - .0209 Conversion price $ .003 - .0083 Volatility (annual) 259.05% – 293.57 % Risk-free rate .05% - .06 % Dividend rate - Years to maturity .31 - .50 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 | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 - 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 September 30, 2021 and December 31, 2020, 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 September 30, 2021, total accrued interest is $61,859. 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. As of September 30, 2021 and December 31, 2020, there is $2,000 and $2,000 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 September 30, 2021 and December 31, 2020, there is $45,000 and $33,000 of accrued compensation, respectively, due to Mr. Bird. Mr. Bird’s employment agreement has been renewed in 2020 for two more years. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | NOTE 8 - COMMON STOCK During the nine months ended During the nine months ended During the nine months ended During the nine months ended During the nine months ended |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Preferred Stock Disclosure [Abstract] | |
PREFERRED STOCK | NOTE 9 - 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 500,000 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. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 10 - WARRANTS On January 6, 2021, the Company issued 35,000,000 warrants to Granite Global Investments Ltd in conjunction with convertible debt. The warrants are exercisable for 5 years at $.006 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 $24,440, 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 35,000,000 Share price $ 0.0033 Exercise Price $ 0.006 Term 5 years Volatility 353 % Risk Free Interest Rate .43 % Dividend rate - On January 30, 2021, the Company issued 120,000,000 warrants to Granite Global Investments Ltd in conjunction with convertible debt. The warrants are exercisable for 5 years at $.0003 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 $33,652, 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 120,000,000 Share price $ 0.0043 Exercise Price $ 0.0003 Term 5 years Volatility 352 % Risk Free Interest Rate 0.45 % Dividend rate - On April 7, 2021, the Company issued 36,500,000 warrants to Granite Global Investments Ltd in conjunction with convertible debt. The warrants are exercisable for 5 years at $.006 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 $34,505, 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 36,500,000 Share price $ 0.0173 Exercise Price $ 0.006 Term 5 years Volatility 319 % Risk Free Interest Rate 0.45 % Dividend rate - On April 9, 2021, the Company issued 10,000,000 warrants to Granite Global Investments Ltd in conjunction with convertible debt. The warrants are exercisable for 5 years at $.012 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 $72,217, 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 10,000,000 Share price $ 0.026 Exercise Price $ 0.012 Term 5 years Volatility 319 % Risk Free Interest Rate 0.87 % Dividend rate - A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: Number of Weighted Weighted Aggregate 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 $ - Granted 201,500,000 $ 0.0029 4.62 $ - Expired - $ - - $ - Exercised 15,974,026 $ - - $ - Exercisable at September 30, 2021 201,500,000 $ 0.0029 4.62 $ 3,848,650 Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $ 0.0003 - $0.012 201,500,000 4.37 years $ 0.0029 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 September 30, 2021, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, the Company sold 16,000,000 shares of common stock to for total cash proceeds of $145,000. The shares were sold pursuant to its Tier 2 of Regulation A Offering Statement. Subsequent to September 30, 2021, Power Up converted $56,063 of principal and interest, into 5,865,132 shares of common stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2020. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2021 and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2021. |
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. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended September 30, 2021. |
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 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 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 as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2021 and December 31, 2020: September 30, 2021: Description Level 1 Level 2 Level 3 Total Loss Derivative $ - $ - $ 607,806 $ (1,934,083 ) Total $ - $ - $ 607,806 $ (1,934,083 ) December 31, 2020: Description Level 1 Level 2 Level 3 Total Gains Derivative $ - $ - $ 700,719 $ 79,677 Total $ - $ - $ 700,719 $ 79,677 |
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 September 30, 2021, the Company had 34,158,048 of potentially dilutive shares of common stock from convertible debt, 217,474,026 potentially dilutive shares of common stock warrants and 55,000,000 potentially dilutive shares of common stock from Series A and B preferred stock. As of September 30, 2020, the Company had 106,543,000 of potentially dilutive shares of common stock from convertible debt and 15,974,026 potentially dilutive shares of common stock warrants. The Company’s diluted loss per share is the same as the basic loss per share for all periods, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss in those periods. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity 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_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Loss Derivative $ - $ - $ 607,806 $ (1,934,083 ) Total $ - $ - $ 607,806 $ (1,934,083 ) Description Level 1 Level 2 Level 3 Total Gains Derivative $ - $ - $ 700,719 $ 79,677 Total $ - $ - $ 700,719 $ 79,677 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of assets stated at cost, less accumulated depreciation | September 30, December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 10,375 7,136 Automobile 17,189 17,189 Tooling/Molds 176,990 141,785 Less: accumulated depreciation (126,851 ) (85,643 ) Fixed assets, net $ 92,607 $ 95,371 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes and related activity | Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance 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 ) - Granite Global Investments Ltd 10/26/2020 11/6/2021 24.5 % - 162,798 (162,798 ) - Granite Global Investments Ltd 1/6/2021 1/6/2022 12 % - 31,000 (31,000 ) - Granite Global Investments Ltd 1/30/2021 1/30/2022 12 % - 36,000 - 36,000 Power Up Lending Group LTD 2/22/2021 2/22/2022 10 % - 84,150 (84,150 ) - Granite Global Investments Ltd 4/7/2021 4/7/2022 10 % - 36,500 - 36,500 Granite Global Investments Ltd 4/7/2021 4/7/2022 10 % - 91,850 - 91,850 Granite Global Investments Ltd 4/9/2021 4/9/2022 10 % - 100,000 - 100,000 Granite Global Investments Ltd 5/3/2021 5/3/2022 10 % - 53,625 - 53,625 Power Up Lending Group LTD 7/22/2021 7/22/2022 10 % - 58,850 - 58,850 Power Up Lending Group LTD 8/26/2021 8/26/2022 10 % - 58,850 - 58,850 Power Up Lending Group LTD 9/22/2021 9/22/2022 10 % - 58,850 - 58,850 Total $ 202,100 $ 772,473 $ (480,048 ) $ 494,525 Less debt discount (157,233 ) (373,694 ) $ 44,867 $ 120,831 |
Schedule of derivative liability | Balance at December 31, 2019 $ 626,831 Increase to derivative due to new issuances 808,643 Decrease to derivative due to conversion/repayments (897,519 ) Derivative loss due to mark to market adjustment 162,764 Balance at December 31, 2020 700,719 Increase to derivative due to new issuances 907,554 Decrease to derivative due to conversion/repayments (2,934,550 ) Derivative loss due to mark to market adjustment 1,934,083 Balance at September 30, 2021 $ 607,806 |
Schedule of quantitative information about significant unobservable inputs | Inputs September 30, Initial Stock price $ .0022 $ .0018 - .0138 Conversion price $ .0094 $ .002 - .0098 Volatility (annual) 234.92 – 246.30 % 203.69% - 246.30 % Risk-free rate .05% - .09 % .07% - .09 % Dividend rate - - Years to maturity .52 – .98 .83 - 1 Inputs Stock price $ .092 - .0209 Conversion price $ .003 - .0083 Volatility (annual) 259.05% – 293.57 % Risk-free rate .05% - .06 % Dividend rate - Years to maturity .31 - .50 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Schedule of debt issued and the warrants was calculated to determine the warrants | Warrants 35,000,000 Share price $ 0.0033 Exercise Price $ 0.006 Term 5 years Volatility 353 % Risk Free Interest Rate .43 % Dividend rate - |
Schedule of Black Scholes pricing model was used to estimate the fair value | Warrants 120,000,000 Share price $ 0.0043 Exercise Price $ 0.0003 Term 5 years Volatility 352 % Risk Free Interest Rate 0.45 % Dividend rate - Warrants 36,500,000 Share price $ 0.0173 Exercise Price $ 0.006 Term 5 years Volatility 319 % Risk Free Interest Rate 0.45 % Dividend rate - Warrants 10,000,000 Share price $ 0.026 Exercise Price $ 0.012 Term 5 years Volatility 319 % Risk Free Interest Rate 0.87 % Dividend rate - |
Schedule of outstanding stock warrants | Number of Weighted Weighted Aggregate 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 $ - Granted 201,500,000 $ 0.0029 4.62 $ - Expired - $ - - $ - Exercised 15,974,026 $ - - $ - Exercisable at September 30, 2021 201,500,000 $ 0.0029 4.62 $ 3,848,650 |
Schedule of range of exercise price | Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $ 0.0003 - $0.012 201,500,000 4.37 years $ 0.0029 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Dilutive shares of common stock from convertible debt | 34,158,048 | 106,543,000 |
Dilutive shares of common stock warrants | 217,474,026 | 15,974,026 |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Dilutive shares of common stock warrants | 55,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy [Line Items] | ||
Derivative | $ (1,934,083) | $ 79,677 |
Total | (1,934,083) | 79,677 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy [Line Items] | ||
Derivative | ||
Total | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy [Line Items] | ||
Derivative | ||
Total | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy [Line Items] | ||
Derivative | 607,806 | 700,719 |
Total | $ 607,806 | $ 700,719 |
Going Concern (Details)
Going Concern (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated deficit | $ (10,233,262) |
Net loss | 3,356,107 |
Non-cash other expense | 3,356,000 |
Net cash used in operating activities | $ 269,369 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property & Equipment (Details) [Line Items] | ||
Depreciation expense | $ 41,208 | $ 36,263 |
Minimum [Member] | ||
Property & Equipment (Details) [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | ||
Property & Equipment (Details) [Line Items] | ||
Estimated useful lives | 5 years |
Property & Equipment (Details)
Property & Equipment (Details) - Schedule of assets stated at cost, less accumulated depreciation - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of assets stated at cost, less accumulated depreciation [Abstract] | ||
Furniture/fixtures | $ 14,904 | $ 14,904 |
Office equipment | 10,375 | 7,136 |
Automobile | 17,189 | 17,189 |
Tooling/Molds | 176,990 | 141,785 |
Less: accumulated depreciation | (126,851) | (85,643) |
Fixed assets, net | $ 92,607 | $ 95,371 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | |||||
Apr. 26, 2018 | Mar. 23, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 12, 2013 | Oct. 24, 2012 | |
Loans Payable (Details) [Line Items] | ||||||
Interest due on this loan | $ 3,443 | $ 8,212 | ||||
Loans Payable [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
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 | $ 21,018 | $ 19,355 | ||||
Purchase price | $ 16,963.46 | |||||
Principal and interest per month | $ 327 | |||||
Maturity date | Apr. 7, 2023 | |||||
Loans Payable [Member] | Mr. Wesson [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Loaned amount | $ 20,000 | $ 30,000 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of convertible notes and related activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Interest | Total | |
Balance | $ 494,525 | $ 202,100 |
Additions | 772,473 | |
Conversions/ Repayments | (480,048) | |
Interest | Less debt discount | |
Less debt discount | (373,694) | $ (157,233) |
Convertible notes, net of discount | 120,831 | $ 44,867 |
Diamond Investments II LLC [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Aug. 28, 2020 | |
Maturity Date | Aug. 28, 2021 | |
Interest | 8% | |
Balance | $ 110,250 | |
Additions | ||
Conversions/ Repayments | (110,250) | |
Power Up Lending Group LTD [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Dec. 18, 2020 | |
Maturity Date | Dec. 18, 2021 | |
Interest | 10% | |
Balance | $ 91,850 | |
Additions | ||
Conversions/ Repayments | (91,850) | |
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Oct. 26, 2020 | |
Maturity Date | Nov. 6, 2021 | |
Interest | 24.5% | |
Balance | ||
Additions | 162,798 | |
Conversions/ Repayments | (162,798) | |
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Jan. 6, 2021 | |
Maturity Date | Jan. 6, 2022 | |
Interest | 12% | |
Balance | ||
Additions | 31,000 | |
Conversions/ Repayments | (31,000) | |
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Jan. 30, 2021 | |
Maturity Date | Jan. 30, 2022 | |
Interest | 12% | |
Balance | 36,000 | |
Additions | 36,000 | |
Conversions/ Repayments | ||
Power Up Lending Group LTD [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Feb. 22, 2021 | |
Maturity Date | Feb. 22, 2022 | |
Interest | 10% | |
Balance | ||
Additions | 84,150 | |
Conversions/ Repayments | (84,150) | |
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Apr. 7, 2021 | |
Maturity Date | Apr. 7, 2022 | |
Interest | 10% | |
Balance | 36,500 | |
Additions | 36,500 | |
Conversions/ Repayments | ||
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Apr. 7, 2021 | |
Maturity Date | Apr. 7, 2022 | |
Interest | 10% | |
Balance | 91,850 | |
Additions | 91,850 | |
Conversions/ Repayments | ||
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Apr. 9, 2021 | |
Maturity Date | Apr. 9, 2022 | |
Interest | 10% | |
Balance | 100,000 | |
Additions | 100,000 | |
Conversions/ Repayments | ||
Granite Global Investments Ltd [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | May 3, 2021 | |
Maturity Date | May 3, 2022 | |
Interest | 10% | |
Balance | 53,625 | |
Additions | 53,625 | |
Conversions/ Repayments | ||
Power Up Lending Group LTD [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Jul. 22, 2021 | |
Maturity Date | Jul. 22, 2022 | |
Interest | 10% | |
Balance | 58,850 | |
Additions | 58,850 | |
Conversions/ Repayments | ||
Power Up Lending Group LTD [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Aug. 26, 2021 | |
Maturity Date | Aug. 26, 2022 | |
Interest | 10% | |
Balance | 58,850 | |
Additions | 58,850 | |
Conversions/ Repayments | ||
Power Up Lending Group LTD [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes and related activity [Line Items] | ||
Date | Sep. 22, 2021 | |
Maturity Date | Sep. 22, 2022 | |
Interest | 10% | |
Balance | 58,850 | |
Additions | 58,850 | |
Conversions/ Repayments |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of derivative liability - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of derivative liability [Abstract] | ||
Balance | $ 700,719 | $ 626,831 |
Increase to derivative due to new issuances | 907,554 | 808,643 |
Decrease to derivative due to conversion/repayments | (2,934,550) | (897,519) |
Derivative loss due to mark to market adjustment | 1,934,083 | 162,764 |
Balance | $ 607,806 | $ 700,719 |
Convertible Notes (Details) -_3
Convertible Notes (Details) - Schedule of quantitative information about significant unobservable inputs - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in Dollars per share) | $ 22 | |
Conversion price (in Dollars per share) | $ 94 | |
Dividend rate | ||
Initial Valuation [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend rate | ||
Minimum [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in Dollars per share) | $ 92 | |
Conversion price (in Dollars per share) | $ 3 | |
Volatility (annual) | 234.92% | 259.05% |
Risk-free rate | 5.00% | 5.00% |
Years to maturity | 52 days | 31 days |
Minimum [Member] | Initial Valuation [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in Dollars per share) | $ 18 | |
Conversion price (in Dollars per share) | $ 2 | |
Volatility (annual) | 203.69% | |
Risk-free rate | 7.00% | |
Years to maturity | 83 days | |
Maximum [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in Dollars per share) | $ 209 | |
Conversion price (in Dollars per share) | $ 83 | |
Volatility (annual) | 246.30% | 293.57% |
Risk-free rate | 9.00% | 6.00% |
Years to maturity | 98 days | 50 days |
Maximum [Member] | Initial Valuation [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in Dollars per share) | $ 138 | |
Conversion price (in Dollars per share) | $ 98 | |
Volatility (annual) | 246.30% | |
Risk-free rate | 9.00% | |
Years to maturity | 1 day |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 01, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||
Due to shareholder | $ 179,191 | $ 179,191 | |
Balance due accrues interest | 12.50% | ||
Total accrued interest | 61,859 | ||
Accrued compensation | 47,000 | 35,000 | |
Mr. Wood [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Related party amount compensated per month | $ 4,000 | ||
Expired date | Apr. 1, 2020 | ||
Accrued compensation | $ 2,000 | 2,000 | |
Mr. Bird [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Related party amount compensated per month | 3,000 | ||
Accrued compensation | $ 45,000 | $ 33,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common Stock (Details) [Line Items] | ||
Converted of principal amount | $ 4,183 | |
Shares of common stock | 272,800,000 | |
Total cash proceeds | $ 2,046,000 | |
Warrant [Member] | ||
Common Stock (Details) [Line Items] | ||
Conversion of warrants, shares | 43,478,695 | |
Diamond Investments [Member] | ||
Common Stock (Details) [Line Items] | ||
Converted of principal amount | $ 110,250 | |
Converted interest | $ 5,059 | |
Shares of common stock | 29,954,167 | |
Granite Global Value [Member] | ||
Common Stock (Details) [Line Items] | ||
Converted of principal amount | $ 210,962 | |
Shares of common stock | 205,438,930 | |
Power Up Lending Group LTD [Member] | ||
Common Stock (Details) [Line Items] | ||
Converted of principal amount | $ 180,175 | |
Shares of common stock | 24,667,439 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Series A Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock par value (in Dollars per share) | $ 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. | |
Preferred stock, shares issued | 500,000 | |
Preferred stock, shares outstanding | 500,000 | |
Series C Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 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. | |
Preferred stock, shares issued | ||
Preferred stock outstanding | 0 | |
Preferred stock issued | 0 |
Warrants (Details)
Warrants (Details) - Granite Global Investment Ltd [Member] - USD ($) | Apr. 09, 2021 | Apr. 07, 2021 | Apr. 07, 2021 | Jan. 06, 2021 | Jan. 30, 2021 | Sep. 30, 2021 |
Warrants (Details) [Line Items] | ||||||
Warrants issued | 10,000,000 | 36,500,000 | 35,000,000 | 120,000,000 | ||
Terms of warrants | 5 years | 5 years | 5 years | 5 years | ||
Warrants exercisable per share | $ 12 | $ 6 | $ 6 | $ 6 | $ 3 | |
Warrants recorded equity amount | $ 72,217 | $ 34,505 | $ 33,652 | $ 24,440 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of debt issued and the warrants was calculated to determine the warrants | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Schedule of debt issued and the warrants was calculated to determine the warrants [Abstract] | |
Warrants (in Shares) | shares | 35,000,000 |
Share price (in Dollars per share) | $ 0.0033 |
Exercise Price (in Dollars per share) | $ 0.006 |
Term | 5 years |
Volatility | 353.00% |
Risk Free Interest Rate | 0.43% |
Dividend rate |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of Black Scholes pricing model was used to estimate the fair value - $ / shares | Apr. 09, 2021 | Apr. 07, 2021 | Jan. 30, 2021 |
Schedule of Black Scholes pricing model was used to estimate the fair value [Abstract] | |||
Warrants (in Shares) | 10,000,000 | 36,500,000 | 120,000,000 |
Share price (in Dollars per share) | $ 0.026 | $ 0.0173 | $ 0.0043 |
Exercise Price (in Dollars per share) | $ 0.012 | $ 0.006 | $ 0.0003 |
Term | 5 years | 5 years | 5 years |
Volatility | 319.00% | 319.00% | 352.00% |
Risk Free Interest Rate | 0.87% | 0.45% | 0.45% |
Dividend rate |
Warrants (Details) - Schedule_3
Warrants (Details) - Schedule of outstanding stock warrants - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of outstanding stock warrants [Abstract] | ||
Number of Warrants, Outstanding Beginning balance | 3,000,000 | |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.00385 | $ 0.07 |
Weighted Average Remaining Contract Term, Outstanding Beginning balance | 2 years 7 months 2 days | |
Aggregate Intrinsic Value, Outstanding Beginning balance | ||
Number of Warrants, Exercisable Ending Balance | 201,500,000 | 15,974,026 |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 0.0029 | $ 0.00385 |
Weighted Average Remaining Contract Term, Exercisable Ending Balance | 4 years 7 months 13 days | 2 years 21 days |
Aggregate Intrinsic Value, Exercisable Ending Balance | $ 3,848,650 | |
Number of Warrants, Granted | 201,500,000 | 63,236,369 |
Weighted Average Exercise Price, Granted | $ 0.0029 | $ 0.00385 |
Weighted Average Remaining Contract Term, Granted | 4 years 7 months 13 days | 2 years 6 months 21 days |
Aggregate Intrinsic Value, Granted | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Aggregate Intrinsic Value, Expired | ||
Number of Warrants, Exercised | 15,974,026 | (50,262,343) |
Weighted Average Exercise Price, Exercised | $ 0.00385 | |
Aggregate Intrinsic Value, Exercised |
Warrants (Details) - Schedule_4
Warrants (Details) - Schedule of range of exercise price - 0.0003 - $0.012 [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 201,500,000 |
Weighted Average Remaining Contractual Life | 4 years 4 months 13 days |
Weighted Average Exercise Price | $ / shares | $ 0.0029 |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Geneva Roth Remark [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares of common stock issued | shares | 16,000,000 |
Cash proceeds | $ | $ 145,000 |
Power Up [Member] | |
Subsequent Events (Details) [Line Items] | |
Received amount from convertible note | $ | $ 56,063 |
Common stock shares | shares | 5,865,132 |