Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 22, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | TRUTANKLESS, INC. | |
Entity Central Index Key | 0001429393 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | No | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 38,773,230 | |
Entity File Number | 000-54219 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 26-2137574 | |
Entity Address Address Line 1 | 15900 North 78th Street | |
Entity Address Address Line 2 | Suite 200 | |
Entity Address City Or Town | Scottsdale | |
Entity Address State Or Province | AZ | |
Entity Address Postal Zip Code | 85260 | |
City Area Code | 480 | |
Local Phone Number | 275-7572 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 79,195 | $ 84,034 |
Accounts receivable | 7,369 | 7,219 |
Inventory | 107,755 | 117,980 |
Total current assets | 194,319 | 209,233 |
Other Assets | ||
Right to use asset | 214,538 | 100,125 |
Other assets | 13,722 | 13,824 |
Total other assets | 228,260 | 113,949 |
Total assets | 422,579 | 323,182 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,333,344 | 1,062,385 |
Accounts payable and accrued liabilities - related party | 23,500 | 164,300 |
Lease liability | 84,281 | 51,223 |
Accrued interest payable - related party | 253,798 | 93,069 |
Notes payable - related party | 280,050 | 121,450 |
Notes payable, net of debt discount | 875,000 | 684,380 |
Convertible notes payable, net of debt discount | 1,087,750 | 1,329,121 |
Convertible notes payable - related party | 2,975,231 | 500,000 |
Total current liabilities | 6,912,954 | 4,005,928 |
Lease liability - long-term | 131,245 | 44,520 |
Notes payable - long term, net of debt discount | 0 | 70,460 |
Notes payable - related party, non current | 125,500 | 125,500 |
Convertible notes payable - related party, non current | 0 | 1,628,930 |
Total long-term liabilities | 256,745 | 1,869,410 |
Total liabilities | 7,169,699 | 5,875,338 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 9,990,000 shares authorized, 76,000 and 76,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 22,857,850 and 20,367,477 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 38,773 | 20,367 |
Additional paid in capital | 57,511,828 | 54,261,311 |
Subscriptions payable | 2,288,551 | 4,793,611 |
Accumulated deficit | (66,586,282) | (64,627,455) |
Total stockholders' deficit | (6,747,120) | (5,552,156) |
Total liabilities and stockholders' deficit | 422,579 | 323,182 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 9,990,000 shares authorized, 76,000 and 76,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 22,857,850 | 20,367,477 |
Common Stock, Shares Outstanding | 22,857,850 | 20,367,477 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 9,990,000 | 9,990,000 |
Preferred Stock, Shares Issued | 76,000 | 76,000 |
Preferred Stock, Shares Outstanding | 76,000 | 76,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 10,000 | 10,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 2,704 | $ 4,627 | $ 3,469 | $ 24,639 |
Cost of goods sold | (10,225) | (11,392) | (10,225) | (21,796) |
Gross profit | (7,521) | (6,765) | (6,756) | 2,843 |
Operating expenses | ||||
General and administrative | 375,746 | 865,296 | 1,109,872 | 3,018,979 |
Research and development | 129,374 | 57,041 | 227,553 | 176,071 |
Professional fees | 84,700 | 71,326 | 128,199 | 131,905 |
Total operating expenses | 589,820 | 993,663 | 1,465,624 | 3,326,955 |
Loss from operations | (597,341) | (1,000,428) | (1,472,380) | (3,324,112) |
Other income (expenses) | ||||
Interest expense | (135,149) | (59,279) | (486,447) | (436,748) |
Total income (expenses) | (135,149) | 59,279 | (486,447) | (436,748) |
Net loss before tax provision | (732,490) | (941,149) | (1,958,827) | (3,760,860) |
Tax provision | 0 | 0 | 0 | 0 |
Net loss from continuing operations | (732,490) | (941,149) | (1,958,827) | (3,760,860) |
Net loss from discontinued operations before tax provision | 0 | 0 | 0 | (26,489) |
Tax provision for discontinued operations | 0 | 0 | 0 | 0 |
Net loss from discontinued operations | 0 | 0 | 0 | (26,489) |
Net loss | $ (732,490) | $ (941,149) | $ (1,958,827) | $ (3,787,349) |
Net loss per common share from continuing operations - basic and diluted | $ (0.03) | $ (0.05) | $ (0.09) | $ (0.18) |
Net loss per common share from discontinued operations- basic and diluted | 0 | |||
Net loss per common share - basic and diluted | $ (0.03) | $ (0.05) | $ (0.09) | $ (0.19) |
Weighted average number of common shares outstanding - basic and diluted | 22,047,952 | 20,387,667 | 22,042,993 | 20,332,673 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscription Payable | Accumulated Deficit |
Balance, shares at Dec. 31, 2021 | 10,000 | 20,217,577 | ||||
Balance, amount at Dec. 31, 2021 | $ (3,893,797) | $ 10 | $ 20,217 | $ 54,170,266 | $ 2,288,551 | $ (60,372,841) |
Stock issued for services, shares | 5,000 | |||||
Stock issued for services, amount | 613,990 | 0 | $ 5 | 4,995 | 608,990 | 0 |
Shares issued for debt discount, shares | 165,216 | |||||
Shares issued for debt discount, amount | 123,147 | 0 | $ 165 | 122,982 | 0 | 0 |
Spin-off of Notation labs | 391,441 | 0 | $ 0 | 0 | 0 | 391,441 |
Rounding shares cancellation, shares | (126) | |||||
Rounding shares cancellation, amount | 0 | 0 | $ 0 | 0 | 0 | 0 |
Imputed interest | 19,595 | 0 | 0 | 19,595 | 0 | 0 |
Net loss | (1,425,873) | $ 0 | $ 0 | 0 | 0 | (1,425,873) |
Balance, shares at Mar. 31, 2022 | 10,000 | 20,387,667 | ||||
Balance, amount at Mar. 31, 2022 | (4,171,497) | $ 10 | $ 20,387 | 54,317,838 | 2,897,541 | (61,407,273) |
Balance, shares at Dec. 31, 2021 | 10,000 | 20,217,577 | ||||
Balance, amount at Dec. 31, 2021 | (3,893,797) | $ 10 | $ 20,217 | 54,170,266 | 2,288,551 | (60,372,841) |
Imputed interest | 19,595 | |||||
Net loss | (3,787,349) | |||||
Balance, shares at Sep. 30, 2022 | 10,000 | 20,348,727 | ||||
Balance, amount at Sep. 30, 2022 | (5,187,543) | $ 10 | $ 20,349 | 54,261,326 | 4,299,521 | (63,768,749) |
Balance, shares at Mar. 31, 2022 | 10,000 | 20,387,667 | ||||
Balance, amount at Mar. 31, 2022 | (4,171,497) | $ 10 | $ 20,387 | 54,317,838 | 2,897,541 | (61,407,273) |
Stock issued for services, amount | 642,990 | 0 | 0 | 0 | 642,990 | 0 |
Net loss | (1,420,327) | 0 | 0 | 0 | 0 | (1,420,327) |
Shares issued to extend notes | 217,500 | $ 0 | $ 0 | 0 | 217,500 | 0 |
Balance, shares at Jun. 30, 2022 | 10,000 | 20,387,667 | ||||
Balance, amount at Jun. 30, 2022 | (4,731,334) | $ 10 | $ 20,387 | 54,317,838 | 3,758,031 | (62,827,600) |
Stock issued for services, amount | 642,990 | 0 | 0 | 0 | 642,990 | 0 |
Net loss | (941,149) | 0 | $ 0 | 0 | 0 | (941,149) |
Shares issued to extend notes, shares | 87,500 | |||||
Shares issued to extend notes, amount | 0 | 0 | $ 88 | 101,412 | (101,500) | 0 |
Cancellation of commitment shares, shares | (126,440) | |||||
Cancellation of commitment shares, amount | (158,050) | $ 0 | $ (126) | (157,924) | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 10,000 | 20,348,727 | ||||
Balance, amount at Sep. 30, 2022 | (5,187,543) | $ 10 | $ 20,349 | 54,261,326 | 4,299,521 | (63,768,749) |
Balance, shares at Dec. 31, 2022 | 10,000 | 20,367,477 | ||||
Balance, amount at Dec. 31, 2022 | (5,552,156) | $ 10 | $ 20,367 | 54,261,311 | 4,793,611 | (64,627,455) |
Stock issued for services, shares | 90,000 | |||||
Stock issued for services, amount | 35 | 0 | $ 90 | (67) | 12 | 0 |
Net loss | (722,081) | 0 | $ 0 | 0 | 0 | (722,081) |
Shares issued for debt restructuring, shares | 115,973 | |||||
Shares issued for debt restructuring, amount | 0 | $ 0 | $ 116 | (89) | (27) | 0 |
Balance, shares at Mar. 31, 2023 | 10,000 | 20,573,450 | ||||
Balance, amount at Mar. 31, 2023 | (6,274,202) | $ 10 | $ 20,573 | 54,261,155 | 4,793,596 | (65,349,536) |
Balance, shares at Dec. 31, 2022 | 10,000 | 20,367,477 | ||||
Balance, amount at Dec. 31, 2022 | (5,552,156) | $ 10 | $ 20,367 | 54,261,311 | 4,793,611 | (64,627,455) |
Imputed interest | 0 | |||||
Net loss | (1,958,827) | |||||
Balance, shares at Sep. 30, 2023 | 10,000 | 38,773,230 | ||||
Balance, amount at Sep. 30, 2023 | (6,747,120) | $ 10 | $ 38,773 | 57,511,828 | 2,288,551 | (66,586,282) |
Balance, shares at Mar. 31, 2023 | 10,000 | 20,573,450 | ||||
Balance, amount at Mar. 31, 2023 | (6,274,202) | $ 10 | $ 20,573 | 54,261,155 | 4,793,596 | (65,349,536) |
Stock issued for services, shares | 2,200,000 | |||||
Stock issued for services, amount | 5 | 0 | $ 2,200 | 2,386,850 | 2,389,045 | 0 |
Net loss | (504,256) | 0 | $ 0 | 0 | 0 | (504,256) |
Shares issued to extend notes, shares | 84,400 | |||||
Shares issued to extend notes, amount | 43,044 | $ 0 | $ 84 | 42,960 | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 10,000 | 22,857,850 | ||||
Balance, amount at Jun. 30, 2023 | (6,735,409) | $ 10 | $ 22,857 | 56,690,965 | 2,404,551 | (65,853,792) |
Stock issued for services, shares | 3,575,000 | |||||
Stock issued for services, amount | 4,290 | 0 | $ 3,575 | 715 | 0 | 0 |
Net loss | (732,490) | 0 | $ 0 | 0 | 0 | (732,490) |
Shares issued to extend notes, shares | 393,900 | |||||
Shares issued to extend notes, amount | 473 | 0 | $ 394 | 79 | 0 | 0 |
Net loss, shares | 11,946,480 | |||||
Net loss, amount | 716,015 | $ 0 | $ 11,946 | 820,069 | (116,000) | 0 |
Balance, shares at Sep. 30, 2023 | 10,000 | 38,773,230 | ||||
Balance, amount at Sep. 30, 2023 | $ (6,747,120) | $ 10 | $ 38,773 | $ 57,511,828 | $ 2,288,551 | $ (66,586,282) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss from continuing operations | $ (1,958,827) | $ (3,760,860) |
Net loss from discontinued operations | 0 | (26,489) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Imputed interest | 0 | 19,595 |
Shares issued for services | 4,330 | 1,899,970 |
Cancellation of commitment shares | (158,050) | |
Shares issued to extend notes | 43,517 | 217,500 |
Depreciation | 102 | 9,435 |
Non cash operating lease expense | 5,370 | (5,720) |
Amortization of debt discount | 56,829 | 118,156 |
Changes in assets and liabilities | ||
Accounts receivable | (150) | 925 |
Inventory | 10,225 | 1,132 |
Accounts payable and accrued liabilities | 557,643 | 120,101 |
Accounts payable and accrued liabilities - related party | 30,696 | 29,250 |
Interest payable - related party | 6,526 | 6,526 |
Operating cash flow from continued operations | (1,243,739) | (1,528,529) |
Operating cash flow from discontinued operations | 0 | (10,667) |
Net cash used in operating activities | (1,243,739) | (1,539,196) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes payable | 474,000 | 378,200 |
Repayments of convertible notes payable | (65,000) | (70,381) |
Proceeds from convertible notes payable - related party | 894,801 | 1,419,180 |
Repayment of convertible notes payable - related party | (98,501) | |
Proceeds from notes payable - related party | 65,000 | (292,904) |
Repayments from notes payable | (31,400) | 30,100 |
Financing cash flows from continued operations | 1,238,900 | 1,464,195 |
Financing cash flows from discontinued operations | 0 | 37,160 |
Net cash provided by financing activities | 1,238,900 | 1,501,355 |
Net decrease in cash | (4,839) | (37,841) |
Cash of continuing operations, beginning of period | 84,034 | 38,895 |
Cash, end of period | 79,195 | 1,054 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 32,189 | 168,052 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Notes and accrued interest settled with stock | $ 716,015 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and Trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended September 30, 2023 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2022, as filed with the SEC. The consolidated balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2023. Principles of consolidation The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On August 20 th Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Stock-based compensation The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. Income Taxes The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of September 30, 2023. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of September 30, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions. Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Accounts receivable Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivables are presented net of an allowance for doubtful accounts of $117,980 and $117,980 at September 30, 2023 and December 31, 2022, respectively. Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $8,491 and $3,967 during the nine months ended September 30, 2023 and 2022, respectively. Research and development costs The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. Research and development costs were $227,553 and $176,071 for the nine months ended September 30, 2023 and 2022, respectively. Inventory Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value). Revenue recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue recognition occurs at the time product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable. Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 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 ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2023 and December 31, 2022. Recent 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),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of September 30, 2023, the Company had $79,195 cash on hand. On September 30, 2023, the Company has an accumulated deficit of $66,586,282. For the nine months ended September 30, 2023, the Company had a net loss of $1,958,827, and cash used in operations of $1,247,739. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. Over the next twelve months management plans to raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and demand for its products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORY | |
INVENTORY | NOTE 3 - INVENTORY Inventories consist of the following at: September 30, 2023 December 31, 2022 Finished goods 107,755 117,980 Total $ 107,755 $ 117,980 |
ACCOUNTS RECEIVABLE NET
ACCOUNTS RECEIVABLE NET | 9 Months Ended |
Sep. 30, 2023 | |
ACCOUNTS RECEIVABLE NET | |
ACCOUNTS RECEIVABLE, NET | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: September 30, 2023 December 31, 2022 Accounts receivable 186,749 186,600 Allowance for doubtful accounts (179,381 ) (179,381 ) Total $ 7,369 $ 7,219 |
RELATED PARTY
RELATED PARTY | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY | |
RELATED PARTY | NOTE 5 - RELATED PARTY Accounts payable and accrued liabilities – related party In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. Rent expense associated with the lease agreement for the nine months ended September 30, 2023 and 2022 was $25,200 and $25,200, respectively. As of September 30, 2023 and December 31, 2022, the Company had amounts due associated with the lease of $131,500 and $106,300, respectively. In January 2014, the Company executed a lease agreement with Perigon Companies, LLC, a related party. The lease term is one month at a rate of $4,000 per month for a period of one month with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. The lease was terminated as of January 1, 2019. Rent expense associated with the lease agreement for the nine months ended September 30, 2023 and 2022 was $0 and $0, respectively. As of September 30, 2023 and December 31, 2022, the Company had amounts due associated with the lease of $34,500 and $34,500, respectively. During the nine months ended September 30, 2023 and 2022, the Company received $15,000 and $0 in advances and made payments $15,000 and $0 from a related party, respectively. As of September 30, 2023 and December 31, 2022, the Company had advances from a related party of $23,500 and $23,500, respectively. Notes payable - related party consist of the following at September 30, 2023 December 31, 2022 Note payable, secured, 5% interest, due May 2022 $ 44,450 $ 19,450 Note payable, secured, 12% interest, due May 2030 125,500 125,500 Note payable, secured, 12% interest, due April 2022 70,600 102,000 Note payable, secured, 12% interest, due April 2022 40,000 Notes payable, secured, 30% interest, due June 2021 125,000 - Total Notes Payable - related party $ 405,550 $ 246,950 Less unamortized debt discounts - - Total Notes Payable 405,550 246,950 Less current portion (280,050 ) (121,450 ) Total Notes Payable - long term $ 125,500 $ 125,500 As of September 30, 2023 and December 31, 2022, the Company had one note payable due to a director of the Company. During the nine months ended September 30, 2023, the shareholder loaned an additional $25,000 under the note. As of September 30, 2023 and December 31, 2022, the note had a balance of $44,450 and $19,450, respectively. The note has an interest rate of 5% and is due on demand. As of September 30, 2023 and December 31, 2022, the Company had one note payable due to an officer of the Company in the amount of $125,500 and $125,500, respectively. The note has an interest rate of 12%and is due on demand. On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the CEO that is due upon demand but no later than April 30, 2022. The Company made payments of $31,400 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the Company has amounts due under the note of $70,600 and $102,000, respectively. On July 23, 2023, the Company’s issued a $40,000 18% Notes payable due on July 25, 2024 to a Company controlled by a majority shareholder. On January 8, 2021, the Company entered into a $125,000, 30% note payable due on September 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to September 8, 2022 for $1,250. On August 28,2023, a shareholder of the Company agreed to purchase and the note holder agreed to assign the note for $125,000. As an incentive to the note holder the Company agreed to issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable. As of September 30, 2023, and December 31, 2022 the balance of the note was $125,000 and $125,000, respectively. Interest expense associated with the related party notes for the nine months ended September 30, 2023 and 2022 was $19,764 and $21,521 respectively. Convertible notes payable - related party consist of the following at: September 30, 2023 December 31, 2022 Convertible note payable, 8% interest, due December 2024 $ 2,340,231 $ 1,628,930 Convertible note payable, 12% interest, due December 2023 400,000 400,000 Convertible note payable, 12% interest, due July 2023 - 100,000 Convertible note payable, 12% interest, due December 2024 150,000 Convertible note payable, 12% interest, due December 2024 85,000 Total Notes Payable - related party $ 2,975,231 $ 2,128,930 Less unamortized debt discounts - - Total Notes Payable 2,975,231 2,128,930 Less current portion (2,975,231 ) (500,000 ) Total Notes Payable - long term $ - $ 1,628,930 On September 1, 2022, the Company entered into a $250,000 8% convertible grid note with Notation Labs, Inc, a company commonly controlled by a director of the Company. The note is due on December 31, 2024 and is convertible at a rate of $0.80 per share (post-split). During the nine months ended September 30, 2023 the Company received 711,301 and $448,751 in net advances from the note. As of September 30, 2023 the balance of the note was $2,346,716. On July 26, 2022, the Company issued a $400,000 12% convertible promissory note to a company commonly controlled by a director of the Company. The note is due on December 15, 2023 and is convertible into shares of the Company’s common stock at a rate of $0.08 per share. As of September 30, 2023 and December 31, 2022, the balance of the note was $400,000 and $400,000, respectively. On July 26, 2022, the Company issued a $100,000 12% convertible promissory note to a company commonly controlled by a director of the Company. The note is due on July 1, 2023 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. During the three months ended September 30, 2023, the Company converted the note and accrued interest into 5,538,333 shares of common stock valued at $110,767. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $0, respectively. On June 15, 2023, the Company issued a $150,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. As of September 30, 2023, the balance of the note was $150,000. On July 25, 2023, the Company issued a $85,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. As of September 30, 2023, the balance of the note was $85,000. Interest expense on all of the above convertible notes for the nine months ended September 30, 2023 and 2022 was $182,195 and $0, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 6 - NOTES PAYABLE Notes payable consist of the following at: September 30, 2023 December 31, 2022 Note payable, secured, 12% interest, due June 2024 $ - $ 70,920 Note payable, secured, 12% interest, due June 2024 300,000 300,000 Notes payable, secured, 30% interest, due June 2021 - 125,000 Notes payable, secured, 12% interest, due April 2022 95,000 95,000 Notes payable, secured, 12% interest, due December 2023 10,000 10,000 Notes payable, unsecured, 0% interest, due on demand - 13,000 Notes payable, secured, 12% interest, due June 2024 - 140,920 Notes payable, secured, 12% interest, due starting August 2024 470,000 Total notes Payable $ 875,000 $ 754,840 Less unamortized debt discounts - - Total Notes Payable 875,000 754,840 Less current portion (875,000 ) (684,380 ) Total Notes Payable - long term $ - $ 70,460 On September 11, 2020, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase common stock. The notes were due between May and August 2018 and bear interest of percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share. The notes were issued with warrants to purchase up to 160,000 shares of the Company’s common stock which were valued at $119,616. On May 16, 2019, the maturity date of the note was extended to January 11, 2020 for the issuance of 11,250 shares of common stock (post-Split) valued at $45,900. As of September 30, 2023, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $0. On January 30, 2019, the Company issued a $100,000 12% promissory note. The note was due on December 31, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares valued at $45,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to December 31, 2020 (see below) for the issuance of 6,875 shares of common stock(post-split) valued at $23,100 The Company recorded the fair market value of all the shares issued for extensions to financing cost. On January 1, 2020, the Company entered into an agreement to consolidate the above two notes payable dated September 11, 2018 and January 30, 2019 into one $260,000, 12% note due September 1, 2022. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250, which was recognized as a financing cost. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such, the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to September 1, 2024. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 414,120 shares of common stock valued at $62,118. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $0, respectively. On September 2, 2016, the Company issued a $100,000 12% promissory note. The note was due on September 1, 2017. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $25,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to July 1, 2020 (see below) for the issuance of 50,000 shares of common stock valued at $21,000, which was recognized as a debt discount over the extended maturity date. As of September 30, 2023, the full amounts of the debt discount have been amortized. On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on September 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800. On May 16, 2019, the maturity dates of both notes were extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. The Company recorded the fair market value of all the shares issued for extensions to financing cost. On January 1, 2020, the Company entered into an agreement to consolidate three notes payable above dated September 2, 2016 and February 2, 2018 into one $300,000, 12% note due September 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250 which was recorded as financing expense. On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to September 1, 2024. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. As of September 30, 2023 and December 31, 2022 the balance of the note was $300,000 and $300,000, respectively. On January 8, 2021, the Company entered into a $125,000, 30% note payable due on September 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to September 8, 2022 for $1,250. On August 28,2023, a shareholder of the Company agreed to purchase and the note holder agreed to assign the note for $125,000. As an incentive to the note holder the Company agreed to issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable. As of September 30 , 2023, and December 31, 2022 the balance of the note was $125,000 and $125,000, respectively. On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2022. As of September 30, 2023, and December 31, 2022 the balance of the note was $95,000 and $95,000, respectively. On August 18, 2021, the Company entered into a $10,000, 12% note payable due on August 18, 2022. On April 10, 2022 the note was amended to have a due date of December 7, 2023. As of September 30 ,2023 and December 31, 2022 the balance of the note was $10,000 and $10,000, respectively. On May 12, 2021, the Company entered into a $103,000, 24% note payable due on September 12, 2021. On July 12, 2021, the Company entered into a $98,000, 12% note payable due on November 12, 2021. On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a gain on extinguishment of debt of $15,643 associated with the deficit reacquisition cost of the new debt over the carrying value of the original debt. On May 1, 2022, for the issuance of 100,000 shares valued at $87,000 on the date of commitment, the loan was further extended to September 1, 2024. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 1,230,911 shares of common stock valued at $184,636. As of September 30,2023, and December 31, 2022 the balance of the note was $0 and $201,000, respectively. On November 4, 2021, the Company entered into a $25,000, 0% note payable due on demand. The note was repaid during the nine months ended September 30, 2023. As of September 30, 2023, and December 31, 2022, the balance of the note was $0 and $13,000, respectively. On August 3, 2023 the Company’s wholly owned subsidiary initiated an offering of 10% Convertible Notes with maturity dates starting on August 3, 2024. As of September 30, 2023, the Company has raised $470,000 under the offering. Interest expense including amortization of the associated debt discount for the three months ended September 30, 2023 and 2022 was $88,282 and $158,210, respectively. Convertible notes payable, net of debt discount consist of the following: September 30, December 31, 2023 2021 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 Convertible note payable, secured, 12% interest, due May 2, 2024 - 100,000 Convertible note payable, secured, 10% interest, due February 2024 45,000 45,000 Convertible note payable, secured, 10% interest, due May 22, 2020, in default - 5,000 Convertible note payable, secured, 12% interest, due Feb 15, 2024 75,000 75,000 Convertible notes payable, secured, 4% interest, due October 14, 2020, in default 75,000 75,000 Convertible note payable ,12% interest, due May 2020, in default 162,750 162,750 Convertible note payable, secured, 10% interest, due May 1, 2024 350,000 350,000 Convertible note payable, secured, 12% interest, due February 8, 2024 - 95,000 Convertible notes payable, secured, 4% interest, due March 3, 2021, in default 25,000 25,000 Convertible notes payable, secured, 10% interest, due December 2021, in default 10,000 10,000 Convertible notes payable, 8% interest, due December 2023 295,000 355,000 Convertible notes payable, 8% interest, due July 2023 - 38,200 Total notes payable 1,087,750 1,385,950 Less unamortized discounts (- ) (56,829 ) Total convertible notes payable, net $ 1,087,750 $ 1,329,121 Less current portion (1,087,750 ) (1,329,121 ) Convertible notes payable, net - Long-term $ - $ - On September 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share (post-split). As of September 30, 2023 and December 31, 2022 the balance of the note was $50,000 and $50,000, respectively. On May 2, 2017, the Company issued $100,000 of principal amount of 10% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory and on August 1, 2020, for the issuance of $6,250 shares (post-split) valued at $10,000 based on market value of the shares of $1.6 (post-split) on the date of issuance, was further extended to February 1, 2021, and was again extended on April 20, 2021 to May 2, 2022 for the 12,500 shares (post-split) valued at $17,000, which is included in stock payable. On May 1, 2022, for the issuance of 12,500 shares valued at $14,500 on the date of commitment, the loan was further extended to May 1, 2023. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). On May 2, 2023 the noteholder agreed to extend the maturity date of the note to May 2, 2024. As consideration for the extension, the Company agreed to increase the interest rate to 12% and to issue the noteholder 12,500 shares of common stock. As of September 30, 2023, the shares have not been issued. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 1,200,954 shares of common stock valued at $180,143. As of September 30, 2023 and December 31, 2022 the balance of the note was $0 and $100,000, respectively. On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share (post-split). One December 31, 2021 the note was amended to cease accruing interest as of May 1,2022 and the due date of the note was amended to April 1, 2023 and on February 8, 2023 the note was extended to February 8, 2024 .As of September 30, 2023 and December 31, 2022, the balance of the note was $45,000 and $50,000, respectively. On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 125 warrants (post-split) to purchase common stock at an exercise price of $8 (post-split). The note was due on May 22, 2020 and is currently in default secured by the Company’s accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes were issued with warrants to purchase up to 125 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $5,000, respectively. On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock (post-split) valued at $8,995 and is currently in default. On February 22, 2022 the due date of the note was further extended to February 15, 2024. As of September 30, 2023 and December 31, 2022, the balance of the note was $75,000 and $75,000, respectively. On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020 and is currently in default. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as a debt discount. As of September 30, 2023 and December 31, 2022, the balance of the note was $50,000 and $50,000, respectively. On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019 and is convertible at a rate of $4 per share (post-split). On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 625 shares (post-split) valued at $2,500, which was recognized as a debt discount. As of December 31, 2021, the shares have not been issued and were included in stock payable. As of September 30, 2023, the note was shown net of unamortized discount of $0. As of September 30, 2023 and December 31, 2022, the balance of the note was $25,000 and $25,000, respectively. On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. On the date of default, the Company incurred a default penalty of 50% of the balance of the note amounting to $54,250. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares (post-split) valued at $175,070. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $192,226, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $168,500 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $104,041 was recognized as a financing cost on the Statement of Operations. As of December 31, 2021, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. As of September 30, 2023 and December 31, 2022, the balance of the note was $162,750 and $162,750, respectively. On May 5, 2020, the Company issued a $350,000 10% convertible note. The note is due on May 1, 2021 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. On May 1, 2022, for the issuance of 75,000 shares valued at $87,000 on the date of commitment, the loan was further extended to May 1, 2024. As of September 30, 2023 and December 31, 2022, the balance of the note was $350,000 and $350,000, respectively. On February 8, 2021, the Company entered into an agreement to consolidate two notes payable above dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022. The note is convertible into shares of common stock at a conversion price of $0.80 per share (post-split). As consideration the Company issued the note holder 12,500 shares of common stock (post-split) valued at $20,000 which was recorded as financing expense. As of the December 31, 2021, the shares were not issued and included in stock payable. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $20,000 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 824,676 shares of common stock valued at $123,701. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $95,000, respectively. On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.80 per share (post-split). As of As of September 30, 2023 and December 31, 2022, the balance of the note was $25,000 and $25,000, respectively. On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock (post-split). The issuance of the note and shares resulted in a total debt discount of $158,147, with $123,147 attributable to the shares. On February 8, 2023, the note was extended to December 31, 2023. During the three months ending September 30, 2023, the Company made principal payments totaling $60,000. As of September 30, 2023 and December 31, 2022, the balance of the note was $295,000 and $355,000. On July 18, 2022, the Company entered into a $150,000 8% convertible grid note. The note is due on July 18, 2023 and is convertible at a rate of $0.80 per share (post-split). During the nine months ending September 30 2023, the Company received $4,000 in advances from the note. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 2,254,986 shares of common stock valued at $45,100. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $38,200, respectively. Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the nine months ended September 30, 2023 and 2022 was $120,059 and $160,296, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES Operating Lease Agreements The Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The discount rate utilized for classification and measurement purposes as of the inception date of the lease is based on the Company’s collateralized incremental interest rate to borrow of 12%, as the rate implicit in the lease is not determinable. The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases, and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. The Company agreed to renew the lease through December 31, 2025. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978. On August 24, 2023, the Company executed a lease agreement. The lease term is 39 months at a starting rate of $5,624 per month with 4% increases beginning December 1, 2024 and rent commencing on September 1, 2023. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $171,276 and $171,798 associated with the lease. Undiscounted Cash Flows As of September 30, 2023, the right of use asset and lease liability were shown on the consolidated balance sheet at $213,037 and $215,526, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of September 30, 2023: Amounts due as of September 30, 2023 Operating Leases 2023 16,742 2024 84,725 2025 86,227 Thearafter 72,998 Total minimum lease payments $ 260,693 Less: effect of discounting (45,168 ) Present value of future minimum lease payments $ 215,526 Less: current obligations under leases (84,281 ) Long-term lease obligations $ 131,245 Legal Matter On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of September 30, 2023, $5,000 was paid and $20,000 remained due. |
STOCK WARRANTS
STOCK WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
STOCK WARRANTS | |
STOCK WARRANTS | NOTE 8 - STOCK WARRANTS The following is a summary of stock warrants activity during the period ended September 30, 2023 Number of Shares Weighted Average Exercise Price Balance, December 31, 2022 2,510,485 $ 1.85 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, September 30, 2023 2,510,485 $ 1.85 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate. On September 27, 2021, FINRA approved a 1-for-8 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors. The Company’s equity transactions have been retroactively restated to reflect the effect of the stock split. The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable. On November 30, 2022 the Company agreed to issue 115,973 shares of common stock valued at $27 to extend a certain note payable dated November 12, 2021. The shares were issued on March 29, 2023 On December 15, 2022 the Company agreed to issue 90,000 shares of common stock valued at $23 to settle $18,000 of accrued interest owed to a note holder. The shares were issued on March 29, 2023 On May 3, 2023 the Company issued 84,400 shares of the Company’s common stock as an incentive for a certain convertible note dated July 18, 2022. On May 3, 2023 the Company issued 2,200,000 of the Company’s common stock for services. On July 24, 2023 the Company issued 7,793,319 of the Company’s common stock valued at $152,967 to settle certain notes. On July 24, 2023 the Company issued 100,000 of the Company’s common stock valued at $120 for services. On August 7, 2023 the Company issued 1,885,031 of the Company’s common stock valued at $282,754 to settle certain notes. On August 7, 2023, the Company issued 1,200,000 of the Company’s common stock valued at $1,440 for services. On August 9, 2023 the Company issued 1,200,954 of the Company’s common stock valued at $180,143 to settle certain notes. On August 16, 2023, the Company issued 1,675,000 of the Company’s common stock valued at $2,010 for services. On August 16, 2023 the Company issued 242,500 of the Company’s common stock valued at $116,152, of which $116,000 was recorded in the prior year in Stock payable as an incentive to enter into a certain note payable. On August 17, 2023, the Company issued 300,000 of the Company’s common stock valued at $360 for services. On August 25, 2023 the Company issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable. On August 29, 2023 the Company issued 331,400 of the Company’s common stock valued at $398 as an incentive to for a certain note holder to transfer the note. On August 29, 2023, the Company issued 300,000 of the Company’s common stock valued at $360 for services. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS On August 3, 2023 the Company’s wholly owned subsidiary initiated an offering of 10% Convertible Notes with maturity dates starting on August 3, 2024. The Company has raised $165,000 subsequent to September 30, 2023. On November 1, 2023 the Company’s wholly owned subsidiary initiated a Royalty Offering up to $500,000 with each Unit accumulating a 10% dividend payable in shares of the subsidiary, and each sale of the subsidiary’s product paying the holder of the Unit $2.50. The units are callable until their expiration after nine years. The Company has raised $287,500 under these agreements subsequent to September 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and Trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended September 30, 2023 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2022, as filed with the SEC. The consolidated balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2023. |
Principles of consolidation | The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On August 20 th |
Reclassifications | Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Use of estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Cash and cash equivalents | For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Stock-based compensation | The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. |
Income Taxes | The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of September 30, 2023. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of September 30, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions. |
Earnings per share | The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Accounts receivable | Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivables are presented net of an allowance for doubtful accounts of $117,980 and $117,980 at September 30, 2023 and December 31, 2022, respectively. |
Advertising Costs | The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $8,491 and $3,967 during the nine months ended September 30, 2023 and 2022, respectively. |
Research and development costs | The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. Research and development costs were $227,553 and $176,071 for the nine months ended September 30, 2023 and 2022, respectively. |
Inventory | Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value). |
Revenue recognition | We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue recognition occurs at the time product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable. |
Fair value of financial instruments | The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 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 ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2023 and December 31, 2022. |
Recent 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),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORY | |
Schedule of Inventory | September 30, 2023 December 31, 2022 Finished goods 107,755 117,980 Total $ 107,755 $ 117,980 |
ACCOUNTS RECEIVABLE NET (Tables
ACCOUNTS RECEIVABLE NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
ACCOUNTS RECEIVABLE NET | |
Schdule of Accounts receivable, net | September 30, 2023 December 31, 2022 Accounts receivable 186,749 186,600 Allowance for doubtful accounts (179,381 ) (179,381 ) Total $ 7,369 $ 7,219 |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY | |
Schdule of notes payable related party | September 30, 2023 December 31, 2022 Note payable, secured, 5% interest, due May 2022 $ 44,450 $ 19,450 Note payable, secured, 12% interest, due May 2030 125,500 125,500 Note payable, secured, 12% interest, due April 2022 70,600 102,000 Note payable, secured, 12% interest, due April 2022 40,000 Notes payable, secured, 30% interest, due June 2021 125,000 - Total Notes Payable - related party $ 405,550 $ 246,950 Less unamortized debt discounts - - Total Notes Payable 405,550 246,950 Less current portion (280,050 ) (121,450 ) Total Notes Payable - long term $ 125,500 $ 125,500 |
Schdule of convertible notes payable related party | September 30, 2023 December 31, 2022 Convertible note payable, 8% interest, due December 2024 $ 2,340,231 $ 1,628,930 Convertible note payable, 12% interest, due December 2023 400,000 400,000 Convertible note payable, 12% interest, due July 2023 - 100,000 Convertible note payable, 12% interest, due December 2024 150,000 Convertible note payable, 12% interest, due December 2024 85,000 Total Notes Payable - related party $ 2,975,231 $ 2,128,930 Less unamortized debt discounts - - Total Notes Payable 2,975,231 2,128,930 Less current portion (2,975,231 ) (500,000 ) Total Notes Payable - long term $ - $ 1,628,930 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NOTES PAYABLE | |
Schedule of Notes Payable | September 30, 2023 December 31, 2022 Note payable, secured, 12% interest, due June 2024 $ - $ 70,920 Note payable, secured, 12% interest, due June 2024 300,000 300,000 Notes payable, secured, 30% interest, due June 2021 - 125,000 Notes payable, secured, 12% interest, due April 2022 95,000 95,000 Notes payable, secured, 12% interest, due December 2023 10,000 10,000 Notes payable, unsecured, 0% interest, due on demand - 13,000 Notes payable, secured, 12% interest, due June 2024 - 140,920 Notes payable, secured, 12% interest, due starting August 2024 470,000 Total notes Payable $ 875,000 $ 754,840 Less unamortized debt discounts - - Total Notes Payable 875,000 754,840 Less current portion (875,000 ) (684,380 ) Total Notes Payable - long term $ - $ 70,460 |
Schdule of convertible notes payable, net of debt discount | September 30, December 31, 2023 2021 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 Convertible note payable, secured, 12% interest, due May 2, 2024 - 100,000 Convertible note payable, secured, 10% interest, due February 2024 45,000 45,000 Convertible note payable, secured, 10% interest, due May 22, 2020, in default - 5,000 Convertible note payable, secured, 12% interest, due Feb 15, 2024 75,000 75,000 Convertible notes payable, secured, 4% interest, due October 14, 2020, in default 75,000 75,000 Convertible note payable ,12% interest, due May 2020, in default 162,750 162,750 Convertible note payable, secured, 10% interest, due May 1, 2024 350,000 350,000 Convertible note payable, secured, 12% interest, due February 8, 2024 - 95,000 Convertible notes payable, secured, 4% interest, due March 3, 2021, in default 25,000 25,000 Convertible notes payable, secured, 10% interest, due December 2021, in default 10,000 10,000 Convertible notes payable, 8% interest, due December 2023 295,000 355,000 Convertible notes payable, 8% interest, due July 2023 - 38,200 Total notes payable 1,087,750 1,385,950 Less unamortized discounts (- ) (56,829 ) Total convertible notes payable, net $ 1,087,750 $ 1,329,121 Less current portion (1,087,750 ) (1,329,121 ) Convertible notes payable, net - Long-term $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of Undiscounted Cash Flows | Amounts due as of September 30, 2023 Operating Leases 2023 16,742 2024 84,725 2025 86,227 Thearafter 72,998 Total minimum lease payments $ 260,693 Less: effect of discounting (45,168 ) Present value of future minimum lease payments $ 215,526 Less: current obligations under leases (84,281 ) Long-term lease obligations $ 131,245 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCK WARRANTS | |
Schdule of Stock warrants activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2022 2,510,485 $ 1.85 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, September 30, 2023 2,510,485 $ 1.85 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 16, 2010 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Outstanding stock acquired percentage | 100% | |||||
Net allowance for doubtful account | $ 117,980 | $ 117,980 | $ 117,980 | |||
Advertising expense | 8,491 | $ 3,967 | ||||
Research and development costs | $ 129,374 | $ 57,041 | $ 227,553 | $ 176,071 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
GOING CONCERN | ||
Net loss | $ (1,958,827) | |
Cash and cash equivalents | 79,195 | |
Accumulated deficit | (66,586,282) | $ (64,627,455) |
Cash used in operations | $ 1,247,739 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
INVENTORY | ||
Finished goods | $ 107,755 | $ 117,980 |
Total | $ 107,755 | $ 117,980 |
ACCOUNTS RECEIVABLE NET (Detail
ACCOUNTS RECEIVABLE NET (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ACCOUNTS RECEIVABLE NET | ||
Accounts receivable | $ 186,749 | $ 186,600 |
Allowance for doubtful accounts | (179,381) | (179,381) |
Total | $ 7,369 | $ 7,219 |
RELATED PARTY (Details)
RELATED PARTY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Total Note payable to related parties, gross | $ 405,550 | $ 246,950 |
Less unamortized debt discount | 0 | 0 |
Total notes payable | 405,550 | 246,950 |
Less current portion | (280,050) | (121,450) |
Total notes payable-long term | 125,500 | 125,500 |
Note payable Secured 5%interest due May 2022 [Member] | ||
Total Note payable to related parties, gross | 44,450 | 19,450 |
Note payable Secured 12%interest due May 2030 [Member] | ||
Total Note payable to related parties, gross | 125,500 | 125,500 |
Note payable Secured 12%interest due April 2022 [Member] | ||
Total Note payable to related parties, gross | 70,600 | 102,000 |
Note payable Secured 12%interest due April 2022 One [Member] | ||
Total Note payable to related parties, gross | 40,000 | |
Note payable Secured 30%interest due June 2021[Member] | ||
Total Note payable to related parties, gross | $ 125,000 | $ 0 |
RELATED PARTY (Details 1)
RELATED PARTY (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Total Note payable to related parties, gross | $ 2,975,231 | $ 2,128,930 |
Less unamortized debt discount | 0 | 0 |
Total notes payable | 2,975,231 | 2,128,930 |
Less current portion | (2,975,231) | (500,000) |
Total notes payable-long term | 0 | 1,628,930 |
Convertible Note Payable 8 Interest Due December 2024 [Member] | ||
Total Note payable to related parties, gross | 2,340,231 | 1,628,930 |
Convertible Note Payable 12 Interest Due July 2023 [Member] | ||
Total Note payable to related parties, gross | 0 | 100,000 |
Convertible Note Payable 12 Interest Due December 2023 [Member] | ||
Total Note payable to related parties, gross | 400,000 | $ 400,000 |
Convertible Note Payable 12 Interest Due December 2024 [Member] | ||
Total Note payable to related parties, gross | 150,000 | |
Convertible Note Payable 12 Interest Due December 2024 One [Member] | ||
Total Note payable to related parties, gross | $ 85,000 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Jul. 12, 2021 | May 12, 2021 | Sep. 02, 2016 | Jul. 23, 2023 | Aug. 18, 2021 | Apr. 30, 2021 | Jan. 31, 2019 | Jan. 31, 2014 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 22, 2022 | |
Advances from a related party | $ 31,400 | |||||||||||||
Note payable issue | $ 98,000 | $ 103,000 | $ 100,000 | $ 10,000 | ||||||||||
Interest expenses | $ 135,149 | $ 59,279 | 486,447 | $ 436,748 | ||||||||||
Proceeds from related party | 894,801 | 1,419,180 | ||||||||||||
Notes payable | 875,000 | 875,000 | $ 754,840 | |||||||||||
Convertible notes payable | 1,474,950 | 1,474,950 | 1,385,950 | |||||||||||
Common stock value | 38,773 | 38,773 | 20,367 | $ 123,147 | ||||||||||
Note payable issue [Member] | ||||||||||||||
Note payable issue | $ 40,000 | |||||||||||||
Remaining balance of note amount | 125,000 | $ 125,000 | 125,000 | |||||||||||
Interest rate | 18% | |||||||||||||
Due date of note payable | Jul. 25, 2024 | |||||||||||||
Note payable issue [Member] | On January 8, 2021 [Member] | ||||||||||||||
Note payable description | Company entered into a $125,000, 30% note payable due on September 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity | |||||||||||||
Extended due amount of note | $ 1,250 | |||||||||||||
Note payable issue [Member] | On August 28,2023 [Member] | ||||||||||||||
Note payable description | shareholder of the Company agreed to purchase and the note holder agreed to assign the note for $125,000. As an incentive to the note holder the Company agreed to issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Interest expenses | $ 182,195 | 0 | ||||||||||||
Minimum [Member] | ||||||||||||||
Interest rate | 5% | |||||||||||||
Lease Agreement [Member] | ||||||||||||||
Rent expense | $ 0 | 0 | ||||||||||||
Due amounts associated with the lease | 34,500 | 34,500 | 34,500 | |||||||||||
Accounts payable and accrued liability -relatedparty [Member] | ||||||||||||||
Advances received from a related party | 23,500 | 23,500 | 23,500 | |||||||||||
Additional shareholder note amount | 25,000 | 25,000 | ||||||||||||
Advances from a related party | 15,000 | 0 | ||||||||||||
Interest expenses | 19,764 | 21,521 | ||||||||||||
Proceeds from related party | 15,000 | 0 | ||||||||||||
Notes payable | 125,500 | $ 125,500 | 125,500 | |||||||||||
Interest rate | 12% | |||||||||||||
Rent expense | $ 25,200 | 25,200 | ||||||||||||
Lease agreement description | The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less | |||||||||||||
Lease rent per month | $ 4,200 | $ 4,000 | ||||||||||||
Term of lease | 12 months | |||||||||||||
Due amounts associated with the lease | 131,500 | 131,500 | 106,300 | |||||||||||
Notation Labs, Inc [Member] | September 1, 2022 [Member] | ||||||||||||||
Remaining balance of note amount | 2,346,716 | 2,346,716 | ||||||||||||
Convertible notes payable | 250,000 | $ 250,000 | ||||||||||||
Interest rate | 8% | |||||||||||||
Convertible at a rate price per share | $ 0.80 | |||||||||||||
Advance receive from note | $ 711,301 | $ 448,751 | ||||||||||||
Director [Member] | July 26, 2022 [Member] | ||||||||||||||
Remaining balance of note amount | 400,000 | 400,000 | 400,000 | |||||||||||
Convertible notes payable | 400,000 | $ 400,000 | ||||||||||||
Interest rate | 12% | |||||||||||||
Convertible at a rate price per share | $ 0.08 | |||||||||||||
Director [Member] | July 26, 2022, One [Member] | ||||||||||||||
Remaining balance of note amount | 0 | $ 0 | 0 | |||||||||||
Convertible notes payable | 100,000 | $ 100,000 | ||||||||||||
Interest rate | 12% | |||||||||||||
Convertible at a rate price per share | $ 0.02 | |||||||||||||
Conversion of accrued interest into common stock | 5,538,333 | |||||||||||||
Common stock value | 110,767 | $ 110,767 | ||||||||||||
Shareholder [Member] | June 15, 2023 [Member] | ||||||||||||||
Remaining balance of note amount | 150,000 | 150,000 | ||||||||||||
Convertible notes payable | 150,000 | $ 150,000 | ||||||||||||
Interest rate | 12% | |||||||||||||
Convertible at a rate price per share | $ 0.02 | |||||||||||||
Shareholder [Member] | July 25, 2023 [Member] | ||||||||||||||
Remaining balance of note amount | 85,000 | $ 85,000 | ||||||||||||
Convertible notes payable | 85,000 | $ 85,000 | ||||||||||||
Interest rate | 12% | |||||||||||||
Convertible at a rate price per share | $ 0.02 | |||||||||||||
Related party [Member] | ||||||||||||||
Notes payable | 44,450 | $ 44,450 | 19,450 | |||||||||||
Company controlled by the CEO | $ 150,000 | |||||||||||||
Interest rate | 12% | |||||||||||||
Received advances from the company | $ 70,600 | $ 70,600 | $ 102,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Less unamortized debt discounts | $ 0 | $ 0 |
Total Notes Payable | 875,000 | 754,840 |
Total Notes Payable Gross | 875,000 | 754,840 |
Less current portion | (875,000) | (684,380) |
Total Notes Payable - long term | 0 | 70,460 |
Note payable secured 12 interest, due June 1 2024 [Member] | ||
Notes payable | 0 | 70,920 |
Note payable, secured, 12% interest, due June 1, 2024 One [Member] | ||
Notes payable | 300,000 | 300,000 |
Notes payable, secured, 30% interest, due June 2021 [Member] | ||
Notes payable | 0 | 125,000 |
Notes payable, secured, 12% interest, due April 2022 [Member] | ||
Notes payable | 95,000 | 95,000 |
Notes Payable Secured 12 Interest Due December 2023 [Member] | ||
Notes payable | 10,000 | 10,000 |
Notes payable, unsecured, 0% interest, due on demand [Member] | ||
Notes payable | 0 | 13,000 |
Notes payable, secured, 12% interest, due June 2024 [Member] | ||
Notes payable | 0 | 140,920 |
Notes payable, secured, 12% interest, due August 2024 [Member] | ||
Notes payable | $ 470,000 | $ 0 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Total notes payable | $ 1,474,950 | $ 1,385,950 |
Less unamortized discounts | 0 | (56,829) |
Total convertible notes payable, net | 1,087,750 | 1,329,121 |
Less current portion of Convertible notes payable | (1,087,750) | (1,329,121) |
Convertible notes payable - long term, net of debt discount | 0 | 0 |
Convertible note payable due August 31, 2019 | ||
Total notes payable | 50,000 | 50,000 |
Convertible note payable due May 22, 2020 | ||
Total notes payable | 0 | 5,000 |
Convertible note payable due Feb 15, 2024 | ||
Total notes payable | 75,000 | 75,000 |
Convertible note payable due October 14, 2020 | ||
Total notes payable | 75,000 | 75,000 |
Convertible note payable due May 2020 | ||
Total notes payable | 162,750 | 162,750 |
Convertible note payable due May 1, 2024 | ||
Total notes payable | 350,000 | 350,000 |
Convertible note payable due Mar 3, 2021 | ||
Total notes payable | 25,000 | 25,000 |
Convertible note payable due Dec 2021 | ||
Total notes payable | 10,000 | 10,000 |
Convertible notes payable, due July 2023 | ||
Total notes payable | 0 | 38,200 |
Convertible note payable [Member] | ||
Total notes payable | 1,087,750 | 1,385,950 |
Convertible notes payable due May 2, 2024 | ||
Total notes payable | 0 | 100,000 |
Convertible note payable due February 2024 | ||
Total notes payable | 45,000 | 45,000 |
Convertible note payable due Feb 8, 2024 | ||
Total notes payable | 0 | 95,000 |
Convertible note payable due Dec 2023 | ||
Total notes payable | $ 295,000 | $ 355,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
May 01, 2022 | Nov. 12, 2021 | Jul. 12, 2021 | May 12, 2021 | Sep. 11, 2020 | May 05, 2020 | Feb. 08, 2019 | May 02, 2017 | Sep. 02, 2016 | Aug. 18, 2021 | May 16, 2019 | Feb. 19, 2019 | Feb. 15, 2018 | May 22, 2017 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 22, 2022 | |
Issue of promissory note | $ 98,000 | $ 103,000 | $ 100,000 | $ 10,000 | |||||||||||||||
Debt discount | $ 25,000 | ||||||||||||||||||
Balance debt amount | $ 295,000 | $ 355,000 | |||||||||||||||||
Promissory note interest rate | 12% | 24% | 12% | ||||||||||||||||
Shares granted | 25,000 | ||||||||||||||||||
Debt discount | $ 56,829 | $ 118,156 | |||||||||||||||||
Common stock shares issued | 22,857,850 | 20,367,477 | |||||||||||||||||
Issuance of common stock, shares | 100,000 | 11,250 | 50,000 | ||||||||||||||||
Issuance of common stock, value | $ 125,000 | $ 45,900 | $ 21,000 | $ 21,000 | |||||||||||||||
Description of agreement with note holder | On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on September 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800 | ||||||||||||||||||
Post-split shares of common stock value | $ 38,773 | $ 20,367 | $ 123,147 | ||||||||||||||||
Gain (loss) on extinguishment of notes | $ 15,643 | ||||||||||||||||||
Total Notes Payable | 875,000 | 754,840 | |||||||||||||||||
Secured convertible note issue | $ 160,000 | ||||||||||||||||||
Common stock conversion price | $ 1 | ||||||||||||||||||
Note issue with warrants | 160,000 | ||||||||||||||||||
Note issue with warrant value | $ 119,616 | ||||||||||||||||||
Debt discount amortized amount | 165,516 | ||||||||||||||||||
Discount price | 0 | 0 | |||||||||||||||||
Notes payable, net of debt discount | 10,000 | 10,000 | |||||||||||||||||
Notes payable, net of debt discount | 875,000 | 684,380 | |||||||||||||||||
Interest expense including amortization of the associated debt discount | 120,059 | 160,296 | 96,865 | ||||||||||||||||
Proceeds from convertible notes payable | 474,000 | 378,200 | |||||||||||||||||
Convertible Notes Payable | 1,474,950 | 1,385,950 | |||||||||||||||||
Due Date | November 12, 2021 | September 12, 2021 | |||||||||||||||||
Convertible Rate | $ 35,381 | 65,000 | 70,381 | ||||||||||||||||
Notes payable entered into Jan 8, 2021 | |||||||||||||||||||
Promissory note interest rate | 30% | ||||||||||||||||||
Proceeds from notes payable | 125,000 | 125,000 | |||||||||||||||||
Notes payable, net of debt discount | 125,000 | $ 125,000 | |||||||||||||||||
Description of extended due date | On December 31, 2022, the noteholder extended the due date to September 8, 2022 for $1,250 | ||||||||||||||||||
Interest | 3,125 | ||||||||||||||||||
Notes payable entered into April 26, 2021 | |||||||||||||||||||
Promissory note interest rate | 12% | ||||||||||||||||||
Proceeds from notes payable | $ 95,000 | ||||||||||||||||||
Notes payable, net of debt discount | 95,000 | 95,000 | |||||||||||||||||
Notes Payable Issue November 12,2021 | |||||||||||||||||||
Outstanding amount of note | 0 | 201,000 | |||||||||||||||||
Total Notes Payable | $ 201,000 | ||||||||||||||||||
Issuance shares of common stock | 100,000 | ||||||||||||||||||
Issuance shares of common stock value | $ 87,000 | ||||||||||||||||||
Notes payable entered into Jan 30, 2019 | |||||||||||||||||||
Promissory note interest rate | 12% | ||||||||||||||||||
Issuance of common stock, value | $ 23,100 | ||||||||||||||||||
Issuance of common stock | 6,875 | ||||||||||||||||||
Common stock, granted | 100,000 | ||||||||||||||||||
Proceeds from notes payable | $ 45,000 | $ 100,000 | |||||||||||||||||
Consideration for the consolidation of three notes payable to one - Jan 1, 2020 | |||||||||||||||||||
Gain (loss) on extinguishment of notes | 61,250 | ||||||||||||||||||
Proceeds from notes payable | $ 300,000 | ||||||||||||||||||
Issuance shares of common stock | 25,000 | 175,000 | |||||||||||||||||
Issuance shares of common stock value | $ 29,000 | $ 62,500 | |||||||||||||||||
Notes payable, net of debt discount | $ 300,000 | 300,000 | |||||||||||||||||
Consideration for the consolidation of two notes payable to one - Jan 1, 2020 | |||||||||||||||||||
Common stock shares issued | 414,120 | ||||||||||||||||||
Post-split shares of common stock value | $ 62,118 | ||||||||||||||||||
Gain (loss) on extinguishment of notes | 61,250 | ||||||||||||||||||
Proceeds from notes payable | $ 260,000 | ||||||||||||||||||
Issuance shares of common stock | 25,000 | 175,000 | |||||||||||||||||
Issuance shares of common stock value | $ 29,000 | $ 61,250 | |||||||||||||||||
Notes payable, net of debt discount | $ 0 | $ 0 | |||||||||||||||||
Debt interest rate | 12% | 12% | |||||||||||||||||
Convertible notes payable, due July 18 2022 | |||||||||||||||||||
Balance debt amount | $ 0 | $ 38,200 | |||||||||||||||||
Issuance of common stock, shares | 100,000 | 11,250 | 50,000 | 2,254,986 | |||||||||||||||
Issuance of common stock, value | $ 125,000 | $ 45,900 | $ 21,000 | $ 21,000 | $ 45,100 | ||||||||||||||
Proceeds from convertible notes payable | $ 4,000 | ||||||||||||||||||
Convertible conversion per shares | $ 0.80 | ||||||||||||||||||
Convertible Notes Payable | $ 150,000 | ||||||||||||||||||
Due Date | Jul. 18, 2023 | ||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||
Convertible note issued Feb 8, 2019 | |||||||||||||||||||
Debt discount | $ 30,000 | ||||||||||||||||||
Common stock shares issued | 12,500 | ||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | ||||||||||||||||||
Convertible Notes Payable | $ 50,000 | $ 50,000 | |||||||||||||||||
Due Date | February 8, 2020 | ||||||||||||||||||
Shares Granted | 7,500 | ||||||||||||||||||
Convertible note issued Feb 19, 2019 | |||||||||||||||||||
Debt discount | $ 2,500 | ||||||||||||||||||
Convertible Notes Payable | $ 25,000 | 25,000 | |||||||||||||||||
Due Date | August 19, 2019 | ||||||||||||||||||
Shares Granted | 625 | ||||||||||||||||||
Debt interest rate | 4% | 4% | |||||||||||||||||
Convertible Rate | $ 4 | ||||||||||||||||||
Convertible note issued Feb 15, 2018 | |||||||||||||||||||
Issuance of common stock, value | $ 8,995 | ||||||||||||||||||
Issuance of common stock | 6,250 | ||||||||||||||||||
Secured convertible promissory note | $ 75,000 | ||||||||||||||||||
Convertible Notes Payable | $ 75,000 | 75,000 | |||||||||||||||||
Due Date | February 24, 2020 | ||||||||||||||||||
Debt interest rate | 12% | ||||||||||||||||||
Notes Payable Issue November 04, 2021 | |||||||||||||||||||
Outstanding amount of note | $ 0 | 13,000 | |||||||||||||||||
Total Notes Payable | 25,000 | ||||||||||||||||||
Interest expenses including amortization | 88,282 | $ 158,210 | |||||||||||||||||
Convertible note issued May 2017(2) | |||||||||||||||||||
Secured convertible note issue | $ 50,000 | ||||||||||||||||||
Issuance shares of common stock | 12,500 | ||||||||||||||||||
Issuance shares of post-split | 12,500 | ||||||||||||||||||
Issuance shares of common stock value | $ 14,500 | ||||||||||||||||||
Issuance shares of post-split value | $ 17,000 | ||||||||||||||||||
Warrants Purchase | 10,000 | 20,000 | |||||||||||||||||
Exercise price | $ 8 | ||||||||||||||||||
Convertible Notes Payable | 0 | 100,000 | |||||||||||||||||
Convertible note issued May 2017 | |||||||||||||||||||
Secured convertible note issue | $ 50,000 | ||||||||||||||||||
Stock issued for debt discounts and extensions, value | 10,000 | ||||||||||||||||||
Proceeds from convertible notes payable | $ 100,000 | ||||||||||||||||||
Warrants Purchase | 1,250 | ||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Exercise price | $ 8 | ||||||||||||||||||
Convertible Notes Payable | 45,000 | 50,000 | |||||||||||||||||
Convertible note issued Nov 19, 2019 | |||||||||||||||||||
Stock issued for debt discounts and extensions, value | 175,070 | ||||||||||||||||||
Default penalty amount | 54,250 | ||||||||||||||||||
Principal payment made | $ 60,000 | $ 60,000 | |||||||||||||||||
Default penalty percentage | 50% | ||||||||||||||||||
Discount price | $ 18,500 | ||||||||||||||||||
Lowest trading price percentage | 70% | ||||||||||||||||||
Balance under first tranche amount | $ 60,000 | ||||||||||||||||||
Excess financing cost, amount | 104,041 | ||||||||||||||||||
Proceeds from convertible notes payable | 281,000 | ||||||||||||||||||
Convertible Notes Payable | $ 162,750 | 162,750 | |||||||||||||||||
Shares Granted | 53,375 | ||||||||||||||||||
Derivative at inception | $ 192,226 | ||||||||||||||||||
Origional issue discount | $ 28,100 | ||||||||||||||||||
Convertible note issued May 5, 2020 | |||||||||||||||||||
Stock issued for debt discounts and extensions, value | $ 207,000 | ||||||||||||||||||
Issuance shares of common stock | 75,000 | ||||||||||||||||||
Issuance shares of common stock value | $ 87,000 | ||||||||||||||||||
Proceeds from convertible notes payable | $ 350,000 | ||||||||||||||||||
Convertible Notes Payable | 350,000 | 350,000 | |||||||||||||||||
Due Date | May 1, 2021 | ||||||||||||||||||
Shares Granted | 187,500 | ||||||||||||||||||
Convertible Rate | $ 1 | ||||||||||||||||||
Convertible note entered into September 2, 2016 | |||||||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | ||||||||||||||||||
Warrants Purchase | 6,250 | ||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||
Conversion price | $ 8 | ||||||||||||||||||
Exercise price | $ 12 | ||||||||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | |||||||||||||||||
Convertible note issued May 2017(3) | |||||||||||||||||||
Proceeds from convertible notes payable | $ 5,000 | ||||||||||||||||||
Warrants Purchase | 125 | ||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Conversion price | $ 0.50 | ||||||||||||||||||
Exercise price | $ 8 | ||||||||||||||||||
Convertible Notes Payable | $ 0 | 5,000 | |||||||||||||||||
Due Date | May 22, 2020 | ||||||||||||||||||
Convertible note payable issued February 8, 2021 | |||||||||||||||||||
Issuance shares of common stock | 12,500 | 824,676 | |||||||||||||||||
Issuance shares of common stock value | $ 87,000 | $ 123,701 | |||||||||||||||||
Proceeds from convertible notes payable | $ 100,000 | ||||||||||||||||||
Conversion price | $ 0.80 | ||||||||||||||||||
Convertible Notes Payable | $ 0 | 95,000 | |||||||||||||||||
Financing expense | 20,000 | ||||||||||||||||||
Loss on extinguishment of debt | 20,000 | ||||||||||||||||||
Convertible note payable issued Mar 3, 2021 | |||||||||||||||||||
Proceeds from convertible notes payable | $ 25,000 | ||||||||||||||||||
Conversion price | $ 0.80 | ||||||||||||||||||
Convertible Notes Payable | $ 25,000 | $ 25,000 | |||||||||||||||||
Convertible note December 31, 2024 | |||||||||||||||||||
Interest rate | 31% | ||||||||||||||||||
Conversion price | $ 0.02 | ||||||||||||||||||
Convertible Notes Payable | $ 150,000 | ||||||||||||||||||
Convertible note February 22, 2022 | |||||||||||||||||||
Convertible Notes Payable | $ 385,000 | ||||||||||||||||||
Due Date | February 22, 2023 | ||||||||||||||||||
Shares Granted | 165,216 | ||||||||||||||||||
Total debt discount | $ 158,147 | ||||||||||||||||||
Convertible note payable due August 3, 2023 | |||||||||||||||||||
Outstanding amount of note | $ 470,000 | ||||||||||||||||||
Interest rate | 10% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current obligations under leases | $ (84,281) | $ (51,223) |
Long-term lease obligations | 131,245 | $ 44,520 |
Undiscounted Cash Flows [Member] | ||
2023 | 16,742 | |
2024 | 84,725 | |
2025 | 86,227 | |
Thearafter | 72,998 | |
Total minimum lease payments due | 260,693 | |
Less: effect of discounting | (45,168) | |
Present value of future minimum lease payments | 215,526 | |
Current obligations under leases | (84,281) | |
Long-term lease obligations | $ 131,245 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 24, 2023 | Apr. 29, 2021 | Sep. 30, 2023 | Dec. 31, 2018 | Dec. 31, 2022 | |
Right to use asset | $ 214,538 | $ 100,125 | |||
Office Lease Agreement [Member] | |||||
Payment of civil penalties | $ 25,000 | ||||
Civil penalties payment terms | Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order | ||||
Penalties paid | 5,000 | ||||
Right to use asset | $ 171,798 | 213,037 | |||
Penalties due | 20,000 | ||||
Operating Lease liability | $ 171,276 | $ 215,526 | $ 64,978 | ||
Lease term | 39 months | 39 months | |||
Intrest rate | 12% | ||||
Monthly Installment and Interest Amount | $ 1,680 | ||||
Security deposit | $ 1,781 |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
STOCK WARRANTS | |
Number of shares, Outstanding, Beginning Balance | shares | 2,510,485 |
Number of shares, Outstanding, Ending balance | shares | 2,510,485 |
Weighted average Excercese price, Begining balance | $ 1.85 |
Weighted average exercise price, Granted and assumed | 0 |
Weighted average exercise price of shares canceled | 0 |
Weighted average exercise price of shares expired | 0 |
Weighted average exercise price of shares exercised | 0 |
Weighted average exercise price of shares outstanding, Ending balance | $ 1.85 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||||||
Aug. 09, 2023 | Aug. 07, 2023 | May 03, 2023 | Dec. 15, 2022 | Aug. 29, 2023 | Aug. 25, 2023 | Aug. 17, 2023 | Aug. 16, 2023 | Jul. 24, 2023 | Nov. 30, 2022 | Sep. 27, 2021 | Feb. 19, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 26, 2020 | |
Common stock share issued | 84,400 | ||||||||||||||
Common stock issued for services | 2,200,000 | ||||||||||||||
Preferred stock, Par value | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, Par value | $ 0.001 | $ 0.001 | |||||||||||||
Authorized capital stock | 1,010,000,000 | ||||||||||||||
Common stock, share Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 100,000,000 | 10,000,000 | ||||||||||||
Reverse stock split | 1-for-8 | ||||||||||||||
Notes payable date | Nov. 12, 2021 | ||||||||||||||
Issue shares of common stock | 90,000 | 242,500 | 115,973 | ||||||||||||
Issue shares of common stock, Value | $ 23 | $ 116,152 | $ 27 | ||||||||||||
Settle of accrued interest | $ 18,000 | $ 253,798 | $ 93,069 | ||||||||||||
Issue shares of common stock, Recorded certain note payable | $ 116,000 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Description of common shares issued | the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable | ||||||||||||||
Preferred Stock, Designated | 76,000 | ||||||||||||||
Convertible preferred Stock | 76,000 | ||||||||||||||
Per share Value | $ 1 | ||||||||||||||
Common stock settlement of certain note Value | |||||||||||||||
Issue shares of common stock | 1,200,954 | 1,885,031 | 331,400 | 62,500 | 7,793,319 | ||||||||||
Issue shares of common stock, Value | $ 180,143 | $ 282,754 | $ 398 | $ 75 | $ 152,967 | ||||||||||
Common stock settlement of Services | |||||||||||||||
Issue shares of common stock | 1,200,000 | 300,000 | 300,000 | 1,675,000 | 100,000 | ||||||||||
Issue shares of common stock, Value | $ 1,440 | $ 360 | $ 360 | $ 2,010 | $ 120 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 01, 2023 | Aug. 03, 2023 | Oct. 31, 2023 | |
Description of wholly owned subsidiary | the Company’s wholly owned subsidiary initiated an offering of 10% Convertible Notes with maturity dates starting on August 3, 2024. The Company has raised $165,000 subsequent to September 30, 2023 | ||
Subsequent Event [Member] | |||
Royalty offering | $ 500,000 | ||
Dividend Rate | 10% | ||
Royalty Offering rate | $ 2.50 | ||
Funds raised under agreements | $ 287,500 |