Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jul. 30, 2024 | |
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 | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 93,126,511 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
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 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 1,073 | $ 21,453 |
Accounts receivable | 0 | 0 |
Prepaid expenses | 173,453 | 5,000 |
Total current assets | 174,526 | 26,453 |
Other assets | ||
Right-to-use asset | 182,024 | 203,477 |
Trademarks | 11,914 | 11,914 |
Other assets | 13,947 | 13,947 |
Total other assets | 207,885 | 229,338 |
Total assets | 382,411 | 255,791 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,014,723 | 956,240 |
Advances payable - related parties | 31,000 | 31,000 |
Lease liability | 66,548 | 64,199 |
Accrued interest payable | 449,913 | 483,238 |
Accrued interest payable - related parties | 492,086 | 368,952 |
Royalty liabilities payable | 527,500 | 417,500 |
Notes payable, net of discounts | 855,000 | 1,030,000 |
Notes payable, net of discounts - related parties | 247,950 | 241,950 |
Convertible notes payable, net of discounts | 738,500 | 999,352 |
Convertible notes payable, net of discounts - related parties | 3,207,023 | 2,840,623 |
Total current liabilities | 7,630,243 | 7,433,054 |
Long-term liabilities | ||
Lease liability - long-term | 120,035 | 144,702 |
Notes payable - net of discounts and current portion - related parties | 125,000 | 125,000 |
Total long-term liabilities | 245,035 | 269,702 |
Total liabilities | 7,875,278 | 7,702,756 |
Commitments and contingencies (Note 7) | 0 | 0 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 9,990,000 shares authorized, Preferred stock - Series B, $0.001 par value, 10,000 shares authorized, 10,000 shares issued and outstanding | 10 | 10 |
Common stock, $0.001 par value, 150,000,000 shares authorized, 43,873,230 and 38,773,230 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 43,873 | 38,773 |
Additional paid in capital | 59,531,335 | 57,717,685 |
Subscriptions payable | 2,980 | 1,462,480 |
Accumulated deficit | (67,071,065) | (66,665,913) |
Total stockholders' deficit | (7,492,867) | (7,446,965) |
Total liabilities and stockholders' deficit | $ 382,411 | $ 255,791 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 43,873,230 | 38,773,230 |
Common Stock, Shares Outstanding | 43,873,230 | 38,773,230 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 9,990,000 | 9,990,000 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||
Net sales | $ 0 | $ 585 |
Cost of sales | 0 | 0 |
Gross profit | 0 | 585 |
Operating expenses | ||
General and administrative expenses | 304,811 | 487,624 |
Research and development | 177,626 | 56,951 |
Professional fees | 27,565 | 24,795 |
Total operating expenses | 510,002 | 569,370 |
Operating loss | (510,002) | (568,785) |
Gain on extinguishment of debt | 276,790 | 0 |
Interest expense | (171,940) | (153,296) |
Total other income (expense) | 104,850 | (153,296) |
Net loss | $ (405,152) | $ (722,081) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.04) |
Weighted average number of common shares - basic and diluted | 42,471,032 | 20,339,391 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscription Payable | Accumulated Deficit |
Balance, shares at Dec. 31, 2022 | 10,000 | 20,367,477 | ||||
Balance, amount at Dec. 31, 2022 | $ (5,552,155) | $ 10 | $ 20,368 | $ 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 |
Stock issued for debt restructuring, shares | 115,973 | |||||
Stock issued for debt restructuring, amount | 0 | 0 | $ 116 | (89) | (27) | 0 |
Net loss for the period | (722,081) | $ 0 | $ 0 | 0 | 0 | (722,081) |
Balance, shares at Mar. 31, 2023 | 10,000 | 20,573,450 | ||||
Balance, amount at Mar. 31, 2023 | (6,274,201) | $ 10 | $ 20,574 | 54,261,155 | 4,793,596 | (65,349,536) |
Balance, shares at Dec. 31, 2023 | 10,000 | 38,773,230 | ||||
Balance, amount at Dec. 31, 2023 | (7,446,965) | $ 10 | $ 38,773 | 57,717,685 | 1,462,480 | (66,665,913) |
Stock issued for services, shares | 300,000 | |||||
Stock issued for services, amount | 15,000 | 0 | $ 300 | 14,700 | 0 | 0 |
Net loss for the period | (405,152) | 0 | $ 0 | 0 | 0 | (405,152) |
Stock issued in accordance with standby letter of credit, shares | 1,050,000 | |||||
Stock issued in accordance with standby letter of credit, amount | 0 | 0 | $ 1,050 | 1,458,450 | (1,459,500) | 0 |
Stock issued for conversion of notes payable, shares | 3,000,000 | |||||
Stock issued for conversion of notes payable, amount | 120,000 | 0 | $ 3,000 | 117,000 | 0 | 0 |
Stock issued for cash, shares | 750,000 | |||||
Stock issued for cash, amount | 224,250 | $ 0 | $ 750 | 223,500 | 0 | 0 |
Balance, shares at Mar. 31, 2024 | 10,000 | 43,873,230 | ||||
Balance, amount at Mar. 31, 2024 | $ (7,492,867) | $ 10 | $ 43,873 | $ 59,531,335 | $ 2,980 | $ (67,071,065) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (405,152) | $ (722,081) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 0 | 102 |
Amortization of debt discounts | 24,148 | 56,829 |
Stock issued for services | 50,797 | 35 |
Gain on extinguishment of debt | (276,790) | 0 |
Non-cash operating lease expense | (865) | 465 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (150) |
Prepaid expenses | 5,000 | 0 |
Accounts payable | 58,440 | 319,839 |
Accounts payable - related parties | 0 | (124,946) |
Accrued liabilities | 43 | 0 |
Interest payable | 18,466 | 0 |
Interest payable to related parties | 123,133 | 6,526 |
Net cash used in operating activities | (402,780) | (463,381) |
Cash flows from investing activities: | ||
Net cash flows from investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 0 | 4,000 |
Proceeds from convertible notes payable - related parties | 366,400 | 441,000 |
Proceeds from notes payable | 135,000 | 0 |
Proceeds from notes payable - related parties | 6,000 | 0 |
Proceeds from royalty payable | 110,000 | 0 |
Repayment of convertible notes payable | (250,000) | (65,000) |
Proceeds from issuance of common stock | 15,000 | 0 |
Net cash provided by financing activities | 382,400 | 380,000 |
Net change in cash | (20,380) | (83,381) |
Cash and cash equivalents - beginning of period | 21,453 | 84,034 |
Cash and cash equivalents - end of period | 1,073 | 653 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 9,364 |
Cash paid for income taxes | $ 0 | 0 |
Supplemental non-cash information | ||
Conversion of notes payable into common stock | 120,000 | |
Common stock issued per consulting agreements | $ 224,250 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 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, 2023, as filed with the SEC. The consolidated balance sheet as of December 31, 2023, 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, 2024. 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, 2020 the Company formed a wholly owned subsidiary, Notation Labs, Inc. On October 20, 2021 the Company formed a wholly owned subsidiary, Tankless 365, Inc. All significant inter-company transactions and balances have been eliminated. Spinoff On July 15, 2023, the Company announced its intention to spin-off its wholly-owned subsidiary, Tankless365, Inc. On a date determined by the Board of Directors of the Company, each Shareholder having common stock as of the Distribution Date will be entitled to receive shares of the common stock of Tankless365, Inc. pro rata based on a 4:1 ratio. Subsequent to this announcement, the Company’s management decided that the subsidiary, Tankless 365, Inc. will not be spun-off but will remain as a subsidiary of the Company. 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 March 31, 2024. 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 March 31, 2024 and 2023, 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 $0 and $0 at March 31, 2024 and December 31, 2023, respectively. Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $916 and $4,310 during the three months ended March 31, 2024 and 2023, 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”. These research and development expenses are not related to the patent that the Company has, but are focused on future product developments. Research and development costs were $177,626 and $56,951 for the three months ended March 31, 2024 and 2023, respectively. Revenue recognition Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 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. 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 March 31, 2024 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 March 31, 2024 and December 31, 2023. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had $1,073 cash on hand. On March 31, 2024, the Company has an accumulated deficit of $67,071,065. For the three months ended March 31, 2024, the Company had a net loss of $405,152, and cash used in operations of $402,780. 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. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 3 Months Ended |
Mar. 31, 2024 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | NOTE 3 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: March 31, 2024 December 31, 2023 Accounts receivable 186,750 186,750 Allowance for doubtful accounts (186,750 ) (186,750 ) Total $ - $ - |
ROYALTY LIABILITIES
ROYALTY LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
ROYALTY LIABILITIES | |
ROYALTY LIABILITIES | NOTE 4 – ROYALTY LIABILITIES Starting November 2023, the Company issued 16 royalty agreements to investors for a total of $527,500. These agreements require the Company to pay up to $50 per unit sold in royalties to these investors based on their investment amounts. The royalty obligation shall commence upon the 500th unit that is produced and sold and continue for 6 (six) calendar years from the anniversary date of the receipt of the first royalty payment. As of March 31, 2024, the Company had not produced any units relating to these royalty agreements, thus there is no royalty obligation accumulated. |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY | |
RELATED PARTY | NOTE 5 - RELATED PARTY Accounts payable and accrued liabilities – related party During the three months ended March 31, 2024 and 2023, the Company received $0 and $15,000 in advances and made payments $0 and $0 from a related party, respectively. As of March 31, 2024 and December 31, 2023, the Company had advances from a related party of $31,000 and $31,000, respectively. Notes payable - related party consist of the following at : March 31, 2024 December 31, 2023 Note payable, secured, 5% interest, due on demand $ 25,450 $ 19,450 Note payable, secured, 12% interest, due April 26, 2024 60,000 60,000 Note payable, secured, 12% interest, due April 30, 2024 122,500 122,500 Note payable, secured, 18% interest, due July 25, 2024 40,000 40,000 Notes payable, secured, 18% interest, due August 31, 2025 125,000 125,000 Total notes payable - related party $ 372,950 $ 366,950 Less current portion (247,950 ) (241,950 ) Total notes payable - related party - long term $ 125,000 $ 125,000 During the three months ended March 31, 2024, the Company received $6,000 under a note payable from a director of the Company. As of March 31, 2024 and December 31, 2023, the Company had one note payable due to a director of the Company in the amount of $25,450 and $19,450, respectively. The note has an interest rate of 5% and is due on demand. As of March 31, 2024 and December 31, 2023, the Company had one note payable due to an officer of the Company in the amount of $60,000. The note has an interest rate of 12% and is due April 26, 2024. 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. As of March 31, 2024 and December 31, 2023 and 2022, the Company has received advances under the note of $0 and $20,500 and made repayment of $0 and $0, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $122,500 and is due April 30, 2024. On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 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 June 8, 2022 for $1,250. On September 1, 2023, the noteholder sold the ownership of the note to an entity under common ownership of a related party who concurrently amended the terms of the note with the Company to accrue interest at 18% interest and to extend the maturity date of the note to August 31, 2025. As of March 31, 2024 and December 31, 2023, the balance of the note was $125,000. On July 23, 2023, the Company entered into a $40,000, 12% note payable with an entity under common control of a related party on July 22, 2024. As of March 31, 2024 and December 31, 2023, the balance on this note was $40,000. Interest expense associated with the related party notes for the three months ended March 31, 2024 and 2023 was $52,405 and $6,971 respectively. Convertible notes payable - related party consist of the following at: March 31, 2024 December 31, 2023 Convertible note payable, 8% interest, due December 2024 $ 2,322,023 $ 2,205,623 Convertible note payable, 12% interest, due December 2023 400,000 400,000 Convertible note payable, 12% interest, due December 2024 150,000 150,000 Convertible note payable, 12% interest, due December 2024 85,000 85,000 Convertible note payable, 12% interest, due March 2025 250,000 - Total convertible notes payable - related party $ 3,207,023 $ 2,840,623 Less current portion (3,207,023 ) (2,840,623 ) Total convertible notes payable - related party - long-term $ - $ - On September 1, 2022, the Company entered into a $2,500,000 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. During the year ending December 31, 2023, the Company received $1,190,853 in advances from the note and made payments of $479,160 on the note. During the three months ending March 31, 2024, the Company received $144,000 in advances from the note and made payments of $27,600 on the note. As of March 31, 2024 and December 31, 2023, the balance of the note was $2,322,023 and $2,205,623, respectively. On July 26, 2022, the Company issued a $400,000 12% convertible promissory note to a company commonly controlled by a shareholder 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 March 31, 2024 and December 31, 2023, the balance of the note was $400,000. 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 March 31, 2024 and December 31, 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 March 31, 2024 and December 31, 2023, the balance of the note was $85,000. On March 25, 2024, the Company issued a $250,000 12% convertible promissory note to a trust controlled by a shareholder of the Company. The note is due on March 25, 2025 and is convertible into shares of the Company’s common stock at a rate of $0.05 per share. As of March 31, 2024 and December 31, 2023, the balance of the note was $250,000 and $0, respectively. Interest expense on all of the above convertible notes for the three months ended March 31, 2024 and 2023 was $60,706 and $55,626, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 6 - NOTES PAYABLE Notes payable consist of the following at: March 31, 2024 December 31, 2023 Note payable, secured, 12% interest, due June 2024 $ - $ 300,000 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, 12% interest, due starting August 2024 750,000 625,000 Total notes payable $ 855,000 $ 1,030,000 Less current portion (855,000 ) (1,030,000 ) Total Notes Payable - long term $ - $ - 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. On January 19, 2024, the Company issued 3,000,000 shares of common stock in settlement of the principal amount of $300,000 and accrued interest of $10,948. As of March 31, 2024 and December 31, 2023, the balance of the note was $0 and $300,000, respectively. On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2022. As of March 31, 2024 and December 31, 2023, the balance of the note was $95,000. 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 March 31, 2024 and December 31, 2023, the balance of the note was $10,000. On August 3, 2023 the Company’s wholly owned subsidiary initiated an offering of 12% Notes with maturity dates of 12 months starting on August 3, 2024. As of March 31, 2024 and December 31, 2023, the Company has raised $750,000 and $625,000, respectively, under the offering. Interest expense including amortization of the associated debt discount for the three months ended March 31, 2024 and 2023 was $29,634 and $27,754, respectively. Convertible notes payable, net of debt discount consist of the following: March 31, 2024 December 31, 2023 Convertible note payable, secured, 12% interest, due August 31, 2019, in default $ 50,000 $ 50,000 Convertible note payable, secured, 10% interest, due February 2024 45,000 45,000 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 108,500 108,500 Convertible note payable, secured, 10% interest, due May 1, 2024 350,000 350,000 Convertible notes payable, secured, 4% interest, due March 3, 2021, in default 25,000 25,000 Convertible notes payable, 8% interest, due December 2023 - 295,000 Convertible notes payable, 8% interest, due March 2025 10,000 - Total convertible notes payable 738,500 1,023,500 Less unamortized discounts - (24,148 ) Total convertible notes payable, net of discounts 738,500 999,352 Less current portion (738,500 ) (999,352 ) Total convertible notes payable, net of discounts - 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. As of March 31, 2024 and December 31, 2023, the balance of the note was $50,000. 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. 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 March 31, 2024 and December 31, 2023, the balance of the note was $45,000. 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 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 March 31, 2024 and December 31, 2023, the balance of the note was $75,000. 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. 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. 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 valued at $2,500, which was recognized as a debt discount. These notes were merged into one note at the time of extension with a principal amount of $75,000. As of March 31, 2024 and December 31, 2023, the balance of the note was $75,000. 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. 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 valued at $175,070. As of March 31, 2024 and December 31, 2023, the balance of the note was $108,500. 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 March 31, 2024 and December 31, 2023, the balance of the note was $350,000. 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. As of March 31, 2024 and December 31, 2023, the balance of the note was $25,000. 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 year ended December 31, 2023, the Company made principal payments totaling $60,000. On March 26, 2024, the Company entered a settlement agreement with the noteholder, in which the noteholder agreed to accept payment of $250,000 as settlement in full for all principal and accrued interest. As of March 31, 2024 and December 31, 2023, the balance of the note was $0 and $295,000. 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. During the year ending December 31, 2023, the Company received $4,000 in advances from the note. During the year ended December 31, 2023, the Company converted the balance of the note and accrued interest into 2,254,986 shares of common stock valued at $45,100. On March 26, 2024, the Company received $10,000 in advance from the note. As of March 31, 2024 and December 31, 2023, the balance of the note was $10,000 and $0, respectively. Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the three months ended March 31, 2024 and 2023 was $28,752 and $87,470, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
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. 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. In early 2022, the Company spun-off a wholly owned subsidiary, Notation Labs, Inc. (“Notation Labs”). Notation Labs and the Company have continued to share office and warehouse spaces. The agreement is that Notation Labs pays portions of the leases based on agreements between the two companies for usage and other factors. The Company does not recognize rent expense on amounts paid by Notation Labs nor is it required to repay Notation Labs. Undiscounted Cash Flows As of March 31, 2024, the right of use asset and lease liability were shown on the consolidated balance sheet at $182,024 and $186,583, 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 March 31, 2024: Amounts due as of March 31, 2024 Operating Leases 2024 $ 62,194 2025 87,654 2026 72,998 Total minimum lease payments 222,846 Less: effect of discounting (36,263 ) Present value of future minimum lease payments 186,583 Less: current obligations under leases (66,548 ) Long-term lease obligations $ 120,035 Legal Matters 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 March 31, 2024, $20,000 remained due. On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first insurance payment insurance claim payment |
STOCK WARRANTS
STOCK WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
STOCK WARRANTS | |
STOCK WARRANTS | NOTE 8 - STOCK WARRANTS The following is a summary of stock warrants activity during the period ended March 31, 2024: Number of Shares Weighted Average Exercise Price Balance, December 31, 2023 1,317,387 $ 0.20 Warrants expired (415,500 ) 1.00 Balance outstanding and exercisable, March 31, 2024 901,887 $ 0.23 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
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 January 18, 2024, the Company issued 1,050,000 shares pursuant to amendments to a related party promissory note which were made on October 20, 2021. On January 19, 2024, the Company issued 3,000,000 shares for a notice of conversion of a promissory note. On February 15, 2024, the Company issued 200,000 shares for cash at $0.05 per share for a total of $10,000. On February 19, 2024, the Company issued 750,000 shares for services pursuant to two consulting agreements. On February 19, 2024, the Company issued 100,000 shares for cash at $0.05 per share for a total of $5,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements other than as set forth below. On April 3, 2024, the Company issued 3,857,143 shares pursuant to a promissory note amendment and conversion dated April 3, 2023. On April 4, 2024, the Company entered into a note agreement for $100,000 for a 12-month period and interest rate of 18%. On April 4, 2024, the Company issued 36,893,398 shares to convert certain related party convertible notes dated July 26, 2022, June 15, 2023 and July 25, 2023. On April 10, 2024, the Company entered into a note agreement for $75,000 for a 9-month period and interest rate of 12%. On April 11, 2024 the Company issued 1,000,000 shares for services pursuant to a consulting agreement. On April 22, 2024, the Company entered into a consulting agreement with an individual for a six-month period. As compensation, the Company will issue 300,000 shares of common stock to the consultant immediately upon signing the agreement. On April 23, 2024, the Company entered into a convertible note agreement for $150,000 for a 24-month period and interest rate of 12% and is convertible at $0.10 per share. On May 3, 2024, the Company issued 7,002,740 shares of common stock for the conversion of $350,000 in principal and $140,192 in accrued interest on a convertible note. On May 7, 2024, the Company issued 100,000 shares of common stock valued at $47,835, which was recorded in the prior year in Stock payable as an incentive to enter into a certain note payable. On May 14, 2024, the Company entered into a convertible note agreement for $25,000 for a 12-month period and interest rate of 12% and is convertible at $0.15 per share. On May 14, 2024 the Company issued 100,000 shares for services pursuant to a consulting agreement. On May 29, 2024, the Company entered into a convertible note agreement for $100,000 for a 24-month period and interest rate of 12% and is convertible at $0.15 per share. On July 10, 2024, the Company issued 200,000 shares for services pursuant to two separate consulting agreements. On July 14, 2024, the Company issued 100,000 shares for services pursuant to a consulting agreement. On July 16, 2024, the Company received $10,000 in advances on a continuing grid loan. On July 23, 2024, the Company entered into a convertible note agreement for $50,000 for a 24-month period and interest rate of 12% and is convertible at $0.15 per share. On July 24, 2024, the Company entered into a note agreement for $50,000 for a 6-month period and interest rate of 18%. The Company issued 300,000 shares of common stock as incentive for this financing agreement. On July 25, 2024, the Company entered into a convertible note agreement for $500,000 for a 12-month period and interest rate of 15% and is convertible at $0.15 per share. On July 26, 2024, the Company entered into a note agreement for $100,000 for a 6-month period and interest rate of 18%. The Company issued 600,000 shares of common stock as incentive for this financing agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 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, 2023, as filed with the SEC. The consolidated balance sheet as of December 31, 2023, 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, 2024. |
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, 2020 the Company formed a wholly owned subsidiary, Notation Labs, Inc. On October 20, 2021 the Company formed a wholly owned subsidiary, Tankless 365, Inc. All significant inter-company transactions and balances have been eliminated. Spinoff On July 15, 2023, the Company announced its intention to spin-off its wholly-owned subsidiary, Tankless365, Inc. On a date determined by the Board of Directors of the Company, each Shareholder having common stock as of the Distribution Date will be entitled to receive shares of the common stock of Tankless365, Inc. pro rata based on a 4:1 ratio. Subsequent to this announcement, the Company’s management decided that the subsidiary, Tankless 365, Inc. will not be spun-off but will remain as a subsidiary of the Company. 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 March 31, 2024. 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 March 31, 2024 and 2023, 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 $0 and $0 at March 31, 2024 and December 31, 2023, respectively. |
Advertising Costs | The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $916 and $4,310 during the three months ended March 31, 2024 and 2023, 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”. These research and development expenses are not related to the patent that the Company has, but are focused on future product developments. Research and development costs were $177,626 and $56,951 for the three months ended March 31, 2024 and 2023, respectively. |
Revenue recognition | Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
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 March 31, 2024 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 March 31, 2024 and December 31, 2023. |
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ACCOUNTS RECEIVABLE, NET | |
Schdule of Accounts receivable, net | March 31, 2024 December 31, 2023 Accounts receivable 186,750 186,750 Allowance for doubtful accounts (186,750 ) (186,750 ) Total $ - $ - |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY | |
Schdule of notes payable related party | March 31, 2024 December 31, 2023 Note payable, secured, 5% interest, due on demand $ 25,450 $ 19,450 Note payable, secured, 12% interest, due April 26, 2024 60,000 60,000 Note payable, secured, 12% interest, due April 30, 2024 122,500 122,500 Note payable, secured, 18% interest, due July 25, 2024 40,000 40,000 Notes payable, secured, 18% interest, due August 31, 2025 125,000 125,000 Total notes payable - related party $ 372,950 $ 366,950 Less current portion (247,950 ) (241,950 ) Total notes payable - related party - long term $ 125,000 $ 125,000 |
Schdule of convertible notes payable related party | March 31, 2024 December 31, 2023 Convertible note payable, 8% interest, due December 2024 $ 2,322,023 $ 2,205,623 Convertible note payable, 12% interest, due December 2023 400,000 400,000 Convertible note payable, 12% interest, due December 2024 150,000 150,000 Convertible note payable, 12% interest, due December 2024 85,000 85,000 Convertible note payable, 12% interest, due March 2025 250,000 - Total convertible notes payable - related party $ 3,207,023 $ 2,840,623 Less current portion (3,207,023 ) (2,840,623 ) Total convertible notes payable - related party - long-term $ - $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
NOTES PAYABLE | |
Schedule of Notes Payable | March 31, 2024 December 31, 2023 Note payable, secured, 12% interest, due June 2024 $ - $ 300,000 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, 12% interest, due starting August 2024 750,000 625,000 Total notes payable $ 855,000 $ 1,030,000 Less current portion (855,000 ) (1,030,000 ) Total Notes Payable - long term $ - $ - |
Schdule of convertible notes payable, net of debt discount | March 31, 2024 December 31, 2023 Convertible note payable, secured, 12% interest, due August 31, 2019, in default $ 50,000 $ 50,000 Convertible note payable, secured, 10% interest, due February 2024 45,000 45,000 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 108,500 108,500 Convertible note payable, secured, 10% interest, due May 1, 2024 350,000 350,000 Convertible notes payable, secured, 4% interest, due March 3, 2021, in default 25,000 25,000 Convertible notes payable, 8% interest, due December 2023 - 295,000 Convertible notes payable, 8% interest, due March 2025 10,000 - Total convertible notes payable 738,500 1,023,500 Less unamortized discounts - (24,148 ) Total convertible notes payable, net of discounts 738,500 999,352 Less current portion (738,500 ) (999,352 ) Total convertible notes payable, net of discounts - long-term $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of Undiscounted Cash Flows | Amounts due as of March 31, 2024 Operating Leases 2024 $ 62,194 2025 87,654 2026 72,998 Total minimum lease payments 222,846 Less: effect of discounting (36,263 ) Present value of future minimum lease payments 186,583 Less: current obligations under leases (66,548 ) Long-term lease obligations $ 120,035 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
STOCK WARRANTS | |
Schdule of Stock warrants activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2023 1,317,387 $ 0.20 Warrants expired (415,500 ) 1.00 Balance outstanding and exercisable, March 31, 2024 901,887 $ 0.23 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | May 16, 2010 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Outstanding stock acquired percentage | 100% | |||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Advertising expense | 916 | $ 4,310 | ||
Research and development costs | $ 177,626 | $ 56,951 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
GOING CONCERN | ||
Net loss | $ (405,152) | |
Cash and cash equivalents | 1,073 | |
Accumulated deficit | (67,071,065) | $ (66,665,913) |
Operating cash flow from continued operations | $ (402,780) |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
ACCOUNTS RECEIVABLE, NET | ||
Accounts receivable | $ 186,750 | $ 186,750 |
Allowance for doubtful accounts | (186,750) | (186,750) |
Total | $ 0 | $ 0 |
ROYALTY LIABILITIES (Details Na
ROYALTY LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
ROYALTY LIABILITIES | ||
Description of royalty agreement | These agreements require the Company to pay up to $50 per unit sold in royalties to these investors based on their investment amounts. The royalty obligation shall commence upon the 500th unit that is produced and sold and continue for 6 (six) calendar years from the anniversary date of the receipt of the first royalty payment | |
Royalty liability | $ 527,500 | $ 417,500 |
RELATED PARTY (Details)
RELATED PARTY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Total note payable to related parties, gross | $ 372,950 | $ 366,950 |
Less current portion | (247,950) | (241,950) |
Total notes payable-long term | 125,000 | 125,000 |
Note payable, secured, 18% interest, due August 31, 2025 [Member] | ||
Total note payable to related parties, gross | 125,000 | 125,000 |
Note payable, secured, 5% interest, due on demand [Member] | ||
Total note payable to related parties, gross | 25,450 | 19,450 |
Note payable, secured, 12% interest, due April 26, 2024 [Member] | ||
Total note payable to related parties, gross | 60,000 | 60,000 |
Note payable, secured, 12% interest, due April 30, 2024 [Member] | ||
Total note payable to related parties, gross | 122,500 | 122,500 |
Note payable, secured, 18% interest, due July 25, 2024 [Member] | ||
Total note payable to related parties, gross | $ 40,000 | $ 40,000 |
RELATED PARTY (Details 1)
RELATED PARTY (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Total convertible notes payable - related party, gross | $ 3,207,023 | $ 2,840,623 |
Less current portion | (3,207,023) | (2,840,623) |
Total convertible notes payable - related party - long-term | 0 | 0 |
Convertible note payable, 12% interest, due March 2025 [Member] | ||
Total convertible notes payable - related party, gross | 250,000 | 0 |
Convertible note payable, 12% interest, due December 2024 [Member] | ||
Total convertible notes payable - related party, gross | 150,000 | 150,000 |
Convertible note payable, 8% interest, due December 2024 [Member] | ||
Total convertible notes payable - related party, gross | 2,322,023 | 2,205,623 |
Convertible note payable, 12% interest, due December 2023 [Member] | ||
Total convertible notes payable - related party, gross | 400,000 | 400,000 |
Convertible note payable, 12% interest, due December 2024 [Member] | ||
Total convertible notes payable - related party, gross | $ 85,000 | $ 85,000 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 08, 2022 | Feb. 10, 2021 | |
Note payable | $ 855,000 | $ 1,030,000 | |||
Convertible note payable | 738,500 | 1,023,500 | |||
Convertible Promissory Note [Member] | |||||
Interest expense | 60,706 | $ 55,626 | |||
On July 26, 2022 [Member] | Convertible Promissory Note [Member] | |||||
Issued of convertible promissory note | $ 400,000 | ||||
Note payable due date | Dec. 15, 2023 | ||||
Convertible into shares company common stock at a rate | $ 0.08 | ||||
Interest rate | 12% | ||||
Outstanding amount convertible promissory note | $ 400,000 | 400,000 | |||
On June 15, 2023 [Member] | Convertible Promissory Note [Member] | |||||
Issued of convertible promissory note | $ 150,000 | ||||
Note payable due date | Dec. 31, 2024 | ||||
Convertible into shares company common stock at a rate | $ 0.02 | ||||
Interest rate | 12% | ||||
Outstanding amount convertible promissory note | $ 150,000 | 150,000 | |||
On July 25, 2023 [Member] | Convertible Promissory Note [Member] | |||||
Issued of convertible promissory note | $ 85,000 | ||||
Note payable due date | Dec. 31, 2024 | ||||
Convertible into shares company common stock at a rate | $ 0.02 | ||||
Interest rate | 12% | ||||
Outstanding amount convertible promissory note | $ 85,000 | 85,000 | |||
On March 25, 2024 [Member] | Convertible Promissory Note [Member] | |||||
Issued of convertible promissory note | $ 250,000 | ||||
Note payable due date | Mar. 25, 2025 | ||||
Convertible into shares company common stock at a rate | $ 0.05 | ||||
Interest rate | 12% | ||||
Outstanding amount convertible promissory note | $ 250,000 | 0 | |||
July 23, 2023 [Member] | |||||
Note payable | $ 40,000 | ||||
Interest rate | 12% | ||||
Outstanding amount notes payable | $ 40,000 | 40,000 | |||
Officer [Member] | |||||
Note payable due | $ 60,000 | 60,000 | |||
Interest rate | 12% | ||||
CEO [Member] | April 2021 [Member] | |||||
Note payable | $ 150,000 | ||||
Repayments of note advances | $ 0 | 0 | |||
Interest rate | 12% | ||||
Received advances from the company | $ 0 | 20,500 | |||
Outstanding amount notes payable | 122,500 | $ 122,500 | |||
CEO [Member] | On January 8, 2021 [Member] | |||||
Note payable due date | Jun. 08, 2021 | ||||
Note payable | $ 125,000 | ||||
Interest on notes | $ 1,250 | $ 3,125 | |||
Interest rate | 30% | ||||
Outstanding amount notes payable | $ 125,000 | $ 125,000 | |||
Accrued interest rate | 18% | ||||
Notation Labs, Inc [Member] | |||||
Convertible note payable | $ 2,500,000 | ||||
Convertible note payable due date | Dec. 31, 2024 | ||||
Convertible rate | $ 0.80 | ||||
Net advances from the note | $ 144,000 | 1,190,853 | |||
Repayments of note advances | $ 27,600 | 479,160 | |||
Interest rate | 8% | ||||
Outstanding amount notes payable | $ 2,322,023 | 2,205,623 | |||
Accounts payable and accrued liability -relatedparty [Member] | |||||
Advances received from a related party | 0 | 15,000 | |||
Repayments of note advances | 0 | 0 | |||
Advances | 31,000 | 31,000 | |||
Related party One [Member] | |||||
Note payable due | $ 25,450 | $ 19,450 | |||
Interest rate | 5% | ||||
Related party [Member] | |||||
Received note payable from director | $ 6,000 | ||||
Interest expense | $ 52,405 | $ 6,971 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Total Notes Payable | $ 855,000 | $ 1,030,000 |
Less current portion | (855,000) | (1,030,000) |
Total Notes Payable - long term | 0 | 0 |
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, secured, 12% interest, due June 2024 [Member] | ||
Notes payable | 0 | 300,000 |
Notes payable, 12% interest, due starting August 2024 [Member] | ||
Notes payable | $ 750,000 | $ 625,000 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Total notes payable | $ 738,500 | $ 1,023,500 |
Less unamortized discounts | 0 | (24,148) |
Total convertible notes payable, net of discounts | 738,500 | 999,352 |
Less current portion of Convertible notes payable | (738,500) | (999,352) |
Total convertible notes payable, net of discounts - long-term | 0 | 0 |
Convertible note payable, secured, 10% interest, due February 2024 [Member] | ||
Total notes payable | 45,000 | 45,000 |
Convertible notes payable, 8% interest, due December 2023 [Member] | ||
Total notes payable | 0 | 295,000 |
Convertible notes payable, 8% interest, due March 2025 [Member] | ||
Total notes payable | 10,000 | 0 |
Convertible note payable, secured, 12% interest, due August 31, 2019 [Member] | ||
Total notes payable | 50,000 | 50,000 |
Convertible note payable, secured, 12% interest, due Feb 15, 2024 [Member] | ||
Total notes payable | 75,000 | 75,000 |
Convertible notes payable, secured, 4% interest, due October 14, 2020 [Member] | ||
Total notes payable | 75,000 | 75,000 |
Convertible note payable ,12% interest, due May 2020 [Member] | ||
Total notes payable | 108,500 | 108,500 |
Convertible notes payable, secured, 4% interest, due March 3, 2021 [Member] | ||
Total notes payable | 25,000 | 25,000 |
Convertible note payable, secured, 10% interest, due May 1, 2024 [Member] | ||
Total notes payable | $ 350,000 | $ 350,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
May 01, 2022 | May 05, 2020 | May 02, 2017 | Sep. 02, 2016 | Jan. 19, 2024 | Aug. 18, 2021 | Nov. 19, 2019 | Feb. 19, 2019 | Feb. 15, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 22, 2022 | |
Issue of promissory note | $ 10,000 | ||||||||||||
Interest rate | 12% | ||||||||||||
Debt discount | $ 24,148 | $ 56,829 | |||||||||||
Issuance of common stock, value | $ 15,000 | 0 | |||||||||||
Issuance of common stock | 3,000,000 | 120,000 | |||||||||||
Post-split shares of common stock value | $ 43,873 | $ 38,773 | $ 123,147 | ||||||||||
Proceeds from convertible notes payable | 0 | 4,000 | |||||||||||
Convertible Notes Payable | 738,500 | 1,023,500 | |||||||||||
Proceeds from notes payable | 6,000 | 0 | |||||||||||
Notes payable, net of debt discount | 855,000 | 1,030,000 | |||||||||||
Interest expense including amortization of the associated debt discount | $ 28,752 | 87,470 | |||||||||||
Notes payable entered into August 3, 2023 [Member] | |||||||||||||
Interest rate | 12% | ||||||||||||
Notes payable | $ 750,000 | 625,000 | |||||||||||
Consideration for the consolidation of three notes payable to one - Jan 1, 2020 [Member] | |||||||||||||
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 | $ 61,250 | |||||||||||
Share issued for settelment | 3,000,000 | ||||||||||||
Notes payable, net of debt discount | $ 0 | 300,000 | |||||||||||
Settlement of principal amount | $ 300,000 | ||||||||||||
Accrued interest | 10,948 | ||||||||||||
Debt interest rate | 12% | ||||||||||||
Notes payable entered into April 26, 2021 [Member] | |||||||||||||
Interest rate | 12% | ||||||||||||
Proceeds from notes payable | $ 95,000 | ||||||||||||
Notes payable, net of debt discount | 95,000 | 95,000 | |||||||||||
Convertible note entered into September 2, 2016 [Member] | |||||||||||||
Proceeds from convertible notes payable | $ 50,000 | ||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | |||||||||||
Warrants Purchase | 6,250 | ||||||||||||
Interest rate | 12% | ||||||||||||
Conversion price | $ 8 | ||||||||||||
Exercise price | $ 12 | ||||||||||||
Notes Payable Issue November 04, 2021 [Member] | |||||||||||||
Interest expenses including amortization | 29,634 | $ 27,754 | |||||||||||
Convertible notes payable, due July 18 2022 [Member] | |||||||||||||
Advance recevied | 10,000 | ||||||||||||
Issuance of common stock, shares | 2,254,986 | ||||||||||||
Issuance of common stock, value | $ 45,100 | ||||||||||||
Proceeds from convertible notes payable | $ 4,000 | ||||||||||||
Convertible Notes Payable | 150,000 | ||||||||||||
Notes payable, net of debt discount | $ 10,000 | 0 | |||||||||||
Convertible conversion per shares | $ 0.80 | ||||||||||||
Due Date | July 18, 2023 | ||||||||||||
Debt interest rate | 8% | ||||||||||||
Convertible note issued Feb 8, 2019 [Member] | |||||||||||||
Debt discount | $ 30,000 | ||||||||||||
Proceeds from convertible notes payable | $ 50,000 | ||||||||||||
Due Date | February 8, 2020 | ||||||||||||
Shares Granted | 7,500 | ||||||||||||
Convertible note issued Feb 19, 2019 [Member] | |||||||||||||
Debt discount | $ 2,500 | ||||||||||||
Proceeds from convertible notes payable | $ 25,000 | ||||||||||||
Convertible Notes Payable | $ 75,000 | 75,000 | |||||||||||
Due Date | August 19, 2019 | ||||||||||||
Shares Granted | 625 | ||||||||||||
Convertible Rate | $ 4 | ||||||||||||
Debt interest rate | 4% | ||||||||||||
Convertible note payable issued Mar 3, 2021 [Member] | |||||||||||||
Proceeds from convertible notes payable | 25,000 | ||||||||||||
Convertible Notes Payable | $ 25,000 | 25,000 | |||||||||||
Conversion price | $ 0.80 | ||||||||||||
Convertible note issued Feb 15, 2018 [Member] | |||||||||||||
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% | ||||||||||||
Convertible note issued May 2017 [Member] | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 10,000 | ||||||||||||
Proceeds from convertible notes payable | $ 50,000 | ||||||||||||
Convertible Notes Payable | $ 45,000 | 45,000 | |||||||||||
Warrants Purchase | 1,250 | ||||||||||||
Interest rate | 10% | ||||||||||||
Exercise price | $ 8 | ||||||||||||
Convertible note issued Nov 19, 2019 [Member] | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 175,070 | ||||||||||||
Discount price | $ 18,500 | ||||||||||||
Lowest trading price percentage | 70% | ||||||||||||
Proceeds from convertible notes payable | $ 281,000 | ||||||||||||
Convertible Notes Payable | 108,500 | 108,500 | |||||||||||
Shares Granted | 53,375 | ||||||||||||
Origional issue discount | $ 28,100 | ||||||||||||
Market floor price per share amount | $ 0.01 | ||||||||||||
Convertible promissory note percentage rate | 12% | ||||||||||||
Convertible note issued May 5, 2020 [Member] | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 207,000 | ||||||||||||
Proceeds from convertible notes payable | $ 350,000 | ||||||||||||
Convertible Notes Payable | $ 350,000 | 350,000 | |||||||||||
Issuance shares of common stock | 12,500 | 75,000 | |||||||||||
Issuance shares of common stock value | $ 20,000 | $ 87,000 | |||||||||||
Due Date | May 1, 2021 | ||||||||||||
Shares Granted | 187,500 | ||||||||||||
Convertible note February 22, 2022 [Member] | |||||||||||||
Balance debt amount | 295,000 | ||||||||||||
Convertible Notes Payable | 385,000 | ||||||||||||
Notes payable, net of debt discount | $ 0 | $ 295,000 | |||||||||||
Settlement of principal amount | $ 250,000 | ||||||||||||
Due Date | February 22, 2023 | ||||||||||||
Shares Granted | 165,216 | ||||||||||||
Debt interest rate | 12% | ||||||||||||
Principal payments | $ 60,000 | ||||||||||||
Total debt discount | $ 158,147 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2024 USD ($) |
COMMITMENTS AND CONTINGENCIES | |
2024 | $ 62,194 |
2025 | 87,654 |
2026 | 72,998 |
Total minimum lease payments due | 222,846 |
Less: effect of discounting | (36,263) |
Present value of future minimum lease payments | 186,583 |
Less: current obligations under leases | (66,548) |
Long-term lease obligations | $ 120,035 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Aug. 24, 2023 | Apr. 29, 2021 | Mar. 31, 2024 | Dec. 31, 2018 | Dec. 31, 2023 | |
Settlement expense | $ 38,768 | ||||
Right of use asset | 182,024 | $ 203,477 | |||
Operating Lease liability | 186,583 | ||||
Office Lease Agreement [Member] | |||||
Payment of civil penalties | $ 25,000 | ||||
Civil penelties 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; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order | ||||
Right of use asset | $ 171,798 | ||||
Operating Lease liability | $ 171,276 | ||||
Penelties due | $ 20,000 | ||||
Lease term | 39 months | 39 months | |||
Intrest rate | 12% | ||||
Monthly Installment and Interest Amount | $ 5,624 | $ 1,680 | |||
Security deposit | $ 1,781 |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
STOCK WARRANTS | |
Number of shares, Outstanding, Beginning Balance | shares | 1,317,387 |
Warrants expired | shares | (415,500) |
Number of shares, Outstanding, Ending balance | shares | 901,887 |
Weighted average Excercese price, Begining balance | $ / shares | $ 0.20 |
Weighted average exercise price of shares expired | $ / shares | 1 |
Weighted average exercise price of shares outstanding, Ending balance | $ / shares | $ 0.23 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 19, 2024 | Feb. 15, 2024 | Jan. 19, 2024 | Jan. 18, 2024 | Sep. 27, 2021 | Feb. 19, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 26, 2020 | |
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 | 100,000,000 | 100,000,000 | 1,000,000,000 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Reverse stock split | 1-for-8 | ||||||||
Per share Value | $ 0.05 | $ 0.05 | |||||||
Issue shares of common stock | 100,000 | 200,000 | |||||||
Share issued for services | 750,000 | ||||||||
Issue shares of common stock, Value | $ 5,000 | $ 10,000 | |||||||
Share issued fo conversion | 3,000,000 | 120,000 | |||||||
Amendments to a related party [Member] | |||||||||
Issue shares of common stock | 1,050,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
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 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||
Jul. 14, 2024 | Jul. 10, 2024 | May 14, 2024 | May 07, 2024 | May 03, 2024 | Apr. 11, 2024 | Apr. 10, 2024 | Apr. 04, 2024 | Apr. 03, 2024 | Jul. 26, 2024 | Jul. 25, 2024 | Jul. 24, 2024 | Jul. 23, 2024 | May 29, 2024 | Apr. 23, 2024 | Apr. 22, 2024 | Feb. 19, 2024 | Feb. 15, 2024 | Jan. 19, 2024 | Mar. 31, 2024 | Jul. 16, 2024 | |
Common stock issued for services | 750,000 | ||||||||||||||||||||
Share issued fo conversion | 3,000,000 | 120,000 | |||||||||||||||||||
Share issued during period | 100,000 | 200,000 | |||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Debt instrument conversion price | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.10 | ||||||||||||||||
Common stock issued for services | 100,000 | 200,000 | 100,000 | 1,000,000 | |||||||||||||||||
Accrued interest | $ 140,192 | ||||||||||||||||||||
Loan advance received | $ 10,000 | ||||||||||||||||||||
Debt instrument agreement value | $ 25,000 | $ 75,000 | $ 100,000 | $ 100,000 | $ 500,000 | $ 50,000 | $ 50,000 | $ 100,000 | $ 150,000 | ||||||||||||
Debt instrument term | 12 months | 9 months | 12 months | 6 months | 12 months | 6 months | 24 months | 24 months | 24 months | ||||||||||||
Interest rate | 12% | 12% | 18% | 18% | 15% | 18% | 12% | 12% | 12% | ||||||||||||
Share issued fo conversion | 100,000 | 7,002,740 | 36,893,398 | 3,857,143 | |||||||||||||||||
Share issued during period | 300,000 | ||||||||||||||||||||
Conversion of common stock shares, value | $ 47,835 | ||||||||||||||||||||
Debt instrument principal amount | $ 350,000 | $ 600,000 | $ 300,000 |