Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 07, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BLACKSTAR ENTERPRISE GROUP, INC. | ||
Entity Central Index Key | 0001483646 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 765,622 | ||
Entity Common Stock, Shares Outstanding | 107,307,525 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Incorporation State Code | DE | ||
Entity File Number | 000-55730 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 32,987 | $ 33,251 |
Prepaid expenses | 51,224 | 10,557 |
Total Current assets | 84,211 | 43,808 |
Fixed assets | 10,000 | |
Total Assets | 94,211 | 43,808 |
Current liabilities | ||
Accounts payable | 29,880 | 57,392 |
Accrued payables | 4,517 | 3,636 |
Advances to related parties | 18,780 | 41,850 |
Convertible notes payable, net of discounts of $158,390 and $101,648 at December 31, 2020 and 2019 | 25,885 | 145,208 |
Notes payable | 50,000 | 30,000 |
Total current liabilities | 129,062 | 278,086 |
Stockholders' Deficit | ||
Preferred stock, 10,000,000 shares authorized; $0.001 par value; 1,000,000 shares issued and outstanding | 1,000 | 1,000 |
Common stock, 700,000,000 and 200,000,000 shares authorized at December 31, 2020 and 2019; $0.001 par value; 101,063,806 and 48,003,443 shares issued and outstanding at December 31, 2020 and 2019 | 101,063 | 48,003 |
Additional paid in capital | 5,829,279 | 4,117,321 |
Accumulated deficit | (5,966,193) | (4,400,602) |
Total Stockholders' Deficit | (34,851) | (234,278) |
Total Liabilities and Stockholders' Deficit | $ 94,211 | $ 43,808 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Apr. 29, 2020 | Apr. 24, 2020 | Mar. 10, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||||
Convertible notes payable discount | $ 158,390 | $ 101,648 | |||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||
Common stock, par value per share | $ 0.001 | $ 0.02 | $ 0.02 | $ 0.001 | |
Common stock, shares authorized | 700,000,000 | 700,000,000 | 200,000,000 | ||
Common stock, shares issued | 101,063,806 | 48,003,443 | |||
Common stock, shares outstanding | 101,063,806 | 48,003,443 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUE | ||
Operating Expenses | ||
Depreciation | 300 | |
Legal and professional | 71,032 | 102,909 |
Management consulting - related party | 100,530 | 104,720 |
General and administrative | 59,620 | 40,408 |
Total operating expenses | 231,182 | 248,337 |
Other expense (income) | ||
Amortization of discount on convertible notes | 218,318 | 111,759 |
Amortization of convertible debt issuance costs | 32,722 | 5,543 |
Loss on note payable conversions | 1,006,558 | 300,886 |
Warrant expense | 132,593 | |
Interest expense | 76,811 | 80,151 |
Other expense (income) | 1,334,409 | 630,932 |
Net (loss) | $ (1,565,591) | $ (879,269) |
Net (loss) per share - basic and diluted | $ (0.02) | $ (0.02) |
Weighted average number of common shares outstanding - basic and diluted | 64,648,686 | 52,033,209 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Accumulated in Capital [Member] | Stockholders' Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 52,000 | $ 1,000 | $ 3,373,353 | $ (3,521,333) | $ (94,980) |
Balance, shares at Dec. 31, 2018 | 52,000,000 | 1,000,000 | |||
Shares issued for interest on loans | $ 150 | 48,850 | 49,000 | ||
Shares issued for interest on loans, shares | 150,000 | ||||
Shares issued for conversion on notes payable | $ 2,993 | 365,262 | 368,255 | ||
Shares issued for conversion on notes payable, shares | 2,993,334 | ||||
Shares cancelled | $ (7,290) | 7,290 | |||
Shares cancelled, shares | (7,289,891) | ||||
Fair value of warrants | 132,593 | 132,593 | |||
Conversion feature of convertible note | 186,073 | 186,073 | |||
Shares issued for extension of note payable | $ 150 | 3,900 | 4,050 | ||
Shares issued for extension of note payable, shares | 150,000 | ||||
Net loss | (879,269) | (879,269) | |||
Balance at Dec. 31, 2019 | $ 48,003 | $ 1,000 | 4,117,321 | (4,400,602) | (234,278) |
Balance, shares at Dec. 31, 2019 | 48,003,443 | 1,000,000 | |||
Adjust for shares issued directly from IHG retirement to treasury at December 31, 2019 | $ (150) | 150 | |||
Adjust for shares issued directly from IHG retirement to treasury, shares at December 31, 2019 | (150,000) | ||||
Shares issued for conversion of notes and interest | $ 50,411 | 1,349,712 | 1,400,123 | ||
Shares issued for conversion of notes and interest, shares | 50,411,141 | ||||
Conversion feature of convertible note | 287,275 | 287,275 | |||
Shares issued for loan costs at $0.02 per share | $ 550 | 10,450 | 11,000 | ||
Shares issued for loan costs at $0.02 per share, shares | 550,000 | ||||
Shares issued for loan costs at $0.0257 per share | $ 199 | 4,921 | 5,120 | ||
Shares issued for loan costs at $0.0257 per share, shares | 199,222 | ||||
Shares issued for loan costs at $0.03 per share | $ 2,050 | 59,450 | 61,500 | ||
Shares issued for loan costs at $0.03 per share, shares | 2,050,000 | ||||
Net loss | (1,565,591) | (1,565,591) | |||
Balance at Dec. 31, 2020 | $ 101,063 | $ 1,000 | $ 5,829,279 | $ (5,966,193) | $ (34,851) |
Balance, shares at Dec. 31, 2020 | 101,063,806 | 1,000,000 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT (Parenthetical) | Dec. 31, 2020$ / shares |
Share Issued Price One [Member] | |
Shares issued price per share | $ 0.02 |
Share Issued Price Two [Member] | |
Shares issued price per share | 0.0257 |
Share Issued Price Three [Member] | |
Shares issued price per share | $ 0.03 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net (loss) | $ (1,565,591) | $ (879,269) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 300 | |
Amortization of convertible note issue costs | 32,722 | 5,543 |
Amortization of discounts on convertible notes | 218,318 | 111,759 |
Amortization of prepaid interest | 11,889 | |
Loss on conversion of notes payable | 1,006,558 | 300,886 |
Interest and loan fees paid in stock | 116,208 | 75,248 |
Warrant expense | 132,593 | |
Changes in operating assets and liabilities | ||
Decrease (increase) in prepaids | (40,667) | (10,557) |
Increase (decrease) in accounts payable | (27,512) | 40,558 |
Increase (decrease) in accrued payables | 881 | 3,253 |
Cash used in operating activities | (247,194) | (219,686) |
Cash Flows From Investing Activities | ||
Purchase of software | (10,000) | |
Cash used in investing activities | (10,000) | |
Cash Flows From Financing Activities | ||
Proceeds from convertible notes, net of offering costs and original issue discount | 260,000 | 206,150 |
Increase in notes payable | 25,000 | 30,000 |
Repayments of notes payable | (5,000) | |
Increase in advances to related party | 10,468 | |
Repayments of advances to related party | (23,070) | |
Net cash provided by financing activities | 256,930 | 246,618 |
Net increase (decrease) in cash | (264) | 26,932 |
Cash, beginning of period | 33,251 | 6,319 |
Cash, end of period | 32,987 | 33,251 |
Supplemental Disclosure | ||
Cash paid for interest | 4,676 | 1,650 |
Supplemental disclosure of non-cash investing and financing activits | ||
Common stock issued for loan costs on non-convertible notes | 77,121 | |
Notes payable and interest converted to common stock | 387,344 | 67,370 |
Beneficial conversion feature initially recorded as debt discount | $ 287,275 | $ 186,072 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Nature Of Operations And Basis Of Presentation | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION BlackStar Enterprise Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08, Inc. The Company changed its name to Blackstar Energy Group, Inc. in 2010; and to BlackStar Enterprise Group, Inc. in 2016 when new management and capital were introduced. On January 25, 2016, International Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company, and in August 2016 the name was changed to BlackStar. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common stock, of which IHG currently owns 4,792,702 shares due to anti-dilutive cancellation of shares by management, and 1,000,000 shares of Series A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services and capital consulting to companies. IHG and BlackStar are currently managed and controlled by two individuals each of whom is a beneficial owner of an additional 9% of the Company’s common stock. The Company intends to act as a merchant banking firm seeking to facilitate venture capital to early stage revenue companies. BlackStar intends to offer consulting and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures through a wholly-owned subsidiary, Crypto Equity Management Corp (“CEMC”). BlackStar intends to serve businesses in their early corporate lifecycles and may provide funding in the forms of ventures in which they control the venture until divestiture or spin-off by developing the businesses with capital. BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc. (“Crypto”) in 2017. Crypto’s business plan is to act as a self-regulatory membership organization for the crypto-equity industry and set guidelines and best-practice rules by which industry members would abide. BlackStar will provide management of this entity under a services contract. Basis of presentation The accompanying consolidated financial statements include BlackStar and its wholly owned subsidiaries: Crypto Equity Management Corp. and Crypto Industry SRO Inc., and were prepared from the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated on consolidation. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the years ended December 31, 2020 and 2019, the Company has generated no revenues and has incurred losses. As of December 31, 2020, the Company had cash of $32,987, negative working capital of ($44,851) and an accumulated deficit of ($5,966,193). These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting policies refer to specific accounting principles and the methods of applying those principles to fairly present the Company’s financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing the Company’s financial statements and are not discussed in a separate footnote. Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2020 and 2019, the Company had no deposits in excess of the FDIC insured limits. Revenue recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has no sources of revenue. Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic 260) Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to its deferred tax asset. The valuation allowance is established based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair Value of Financial Instruments The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities. Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure 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). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Derivative Financial Instruments Fair value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Recent pronouncements Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2020 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. Reclassifications |
STOCKHOLDER'S DEFICIT
STOCKHOLDER'S DEFICIT | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Deficit | |
STOCKHOLDERS' DEFICIT | NOTE 4 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has an authorized number of preferred shares of 10,000,000, with a par value of $0.001 per share. On August 25, 2016, the Company issued 1,000,000 shares of its Series A Preferred Series stock to IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company. At December 31, 2020 and 2019, there were 1,000,000 Series A Preferred shares issued and outstanding. Common Stock As of December 31, 2019, the authorized number of common shares of the Company was 200,000,000, with a par value of $0.001 per share, On March 10, 2020, the Company’s shareholders voted to increase the Company’s authorized common shares to 700,000,000. As of December 31, 2020 and 2019, the total number of common shares outstanding was 101,063,806 and 48,003,443, respectively. The number of shares outstanding at December 31, 2020 was reduced by 150,000 in order to reflect that shares previously reported as outstanding as of December 31, 2019, but yet to be issued by the Company were issued from the block of shares that were returned to treasury by IHG. The share quantity was deemed by management to be immaterial, and therefore no amendment of the Form 10-K filed for the year ended December 31, 2019 was required. During the year ended December 31, 2020, the Company issued shares of its common stock as follows: · 50,411,141 shares for conversion of $393,563 principal, interest and fees on convertible notes payable, and recognized a loss on note payable conversions of $1,006,558. · 150,000 shares, valued at $3,000 ($0.02 per share) as consideration for extension of notes originally dated April 29, 2019, as extended, for an additional six months through October 29, 2020. · 400,000 shares valued at $8,000 ($0.02 per share) as partial consideration for an aggregate $25,000 of loans made to the Company on May 18, 2020. · 199,222 shares valued at $5,120 ($0.0257 per share) as consideration for finders fee for loans made to the Company. · 2,050,000 shares valued at $61,500 ($0.03 per share) as consideration for financing fees and loan extension. During the year ended December 31, 2019, the Company issued shares of its common stock as follows: · 150,000 shares, valued at $49,000 ($0.327 per share) as consideration for interest on loans · 2,993,334 shares for conversion of $368,255 principal, interest and fees on convertible notes payable, and recognized a loss on note payable conversions of $300,886. · 150,000 shares, valued at $4,050 ($0.027 per share) as consideration for extension of notes. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
WARRANTS | NOTE 5 – WARRANTS In April 2019, the Company issued a convertible note for $110,000. Pursuant to the terms of the note agreement, the Company issued warrants to the holder for the purchase 440,000 shares of the Company’s common stock. The warrants are exerecisable at $0.25 per share for a term of 5 years. The $132,953 fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The Company recognized a warrant expense of $132,593 for the year ended December 31, 2019. A summary of warrant activity during the years ended December 31, 2019 and 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2018 100,000 $ 0.60 2.51 Granted 440,000 $ 0.25 4.32 Exercised — Expired — Outstanding and exercisable – December 31, 2019 540,000 $ 0.31 3.24 Exercised — Expired — Outstanding and exercisable – December 31, 2020 540,000 $ 0.31 2.99 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES AUCTUS FUND On April 26, 2019, the Company entered into a financing arrangement with Auctus Fund LLC. The face value of the note is $110,000 at an interest rate of 12% and the maturity date is January 26, 2020. As of January 26, 2020, the Company is in default with the payments required by the note and is therefore subject to a default rate of 24%. At the time of the disbursement the Company received $97,250 net cash proceeds, as there was a deduction from proceeds to the Company of $2,750 for legal fees related to the issuance of the promissory note and a deduction of $10,000 as prepaid interest to the lender of which $1,111 was expensed. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.50 ((to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are also 440,000 warrants attached to this note with an exercise price of $0.25 and a life of 5 years. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $110,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. The Company has accounted for the value of the warrants using the Black-Scholes model with a stock price of $0.38, volatility of 98%, risk free rate of 2.25% and a life of 5 years. Within these parameters the Company has recorded a warrant expense of $132,593. During the year ended December 31, 2020, the lender converted the total principal and interest due on the note of $128,167 into 24,567,551 shares of common stock of the Company. The Company has recognized a loss on conversion of $438,214, based on the difference between the trading price and the value of the debt converted. GS CAPITAL PARTNERS (i) On November 1, 2019 the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $70,000 at an interest rate of 10% and the maturity date is November 1, 2020. At the time of the disbursement the Company received $54,450 net cash proceeds, as there was a deduction from proceeds to the Company of $3,500 for legal fees related to the issuance of the promissory note, $6,000 as prepaid interest and $6,050 as a note placement expense. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.50 (to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $38,032 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. During the year ended December 31, 2020, the lender converted the total principal and interest due on the note of $76,593 into 6,698,236 shares of common stock of the Company. The Company has recognized a loss on conversion of $194,225, based on the difference between the trading price and the value of the debt converted. (ii) On December 4, 2020, the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $55,000 at an interest rate of 10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received $45,00 net cash proceeds, as there was a deduction from proceeds to the Company of $10,000 for original interest discount and placement costs. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has recorded the conversion feature as a Beneficial Conversion Feature of $55,000. The fair value of $55,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. ADAR ALEF On November 4, 2019 the Company entered into a financing arrangement with Adar Alef, LLC. The face value of the note is $70,000 at an interest rate of 10% and the maturity date is November 1, 2020. At the time of the disbursement the Company received $54,450 net cash proceeds, as there was a deduction from proceeds to the Company of $3,500 for legal fees related to the issuance of the promissory note, $6,000 as prepaid interest and $6,050 as a note placement expense. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.50 (to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $38,040 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. During the year ended December 31, 2020, the lender converted the total of principal and interest due on the note of $74,656 into 12,075,684 shares of common stock of the Company. The Company has recognized a loss on conversion of $299,735, based on the difference between the trading price and the value of the debt converted. POWER UP LENDING GROUP (i)On May 21, 2020, the Company entered into a financing agreement with Power Up (“Power UP”) to borrow $103,000 with a due date of May 21, 2021. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has reserved 63,319,672 shares for conversion. Net proceeds from the loan were $100,000, after legal fees and offering costs of $3,000. These fees and costs are being amortized over the term of the note. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $103,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. As of December 31, 2020, the lender converted the total of principal and interest due on the note of $108,150 into 7,069,670 shares of common stock of the Company. The Company has recognized a loss on conversion of $74,383, based on the difference between the trading price and the value of the debt converted. (ii)On July 24, 2020, the Company entered into a financing agreement with Power Up to borrow $43,000 with a due date of July 24, 2021. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has reserved 41,876,318 shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,000. These fees and costs are being amortized over the term of the note. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $43,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. (iii)On October 8, 2020, the Company received the proceeds from a financing agreement entered into with Power Up Lending Group on September 24, 2020 to borrow $53,000. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 25,429,828 shares for conversion. Net proceeds from the loan were $50,000, after legal fees and offering costs of $3,000. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $53,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. QUICK CAPITAL LLC On November 23, 2020, the Company entered into a financing agreement with Quick Capital LLC to borrow $33,275 with a due date of July 16, 2021. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $33,275 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. Convertible notes payable at December 31, 2020 and 2019 is summarized as follows: Note Holder Face Amount ($) Interest Rate Due Date 2020 2019 Auctus Fund LLC $ 110,000 12 % January 26, 2020 $ — $ 106,856 GS Capital Partners 70,000 10 % November 1, 2020 — 70,000 55,000 10 % December 2, 2021 55,000 — Adar Aleff LLC 70,000 10 % November 4, 2020 — 70,000 Power UP Lending Group 43,000 10 % July 24, 2021 43,000 — 53,000 10 % September 24, 2021 53,000 — Quick Capital LLC 33,275 10 % July 16, 2021 33,275 — Discount (158,390 ) (101,648 ) $ 25,885 $ 145,208 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE On April 24, 2019, the Company was loaned $20,000 from an unrelated individual. The note was due October 24, 2019 with an interest rate of 11%. In addition, the individual received 100,000 shares of restricted common stock. These shares were valued at $30,000 which represents the trading price as of the date indicated and were recorded to interest expense. On December 13, 2019, the Company negotiated a six-month extension with the lender and paid $1,100 cash for accrued interest and issued 100,000 shares of common stock as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting in $2,700 of interest expense based on the stock’s closing price on that date. On April 24, 2020, the lender agreed to a second six-month extension through October 24, 2020. As consideration for entering into the extension, the Company agreed to pay the lender accrued interest on the note of $1,100 and to issue 100,000 shares of the Company’s common stock, valued at $0.02 per share, the closing price of the stock as of the extension agreement date. The $2,000 value of the shares was recorded as interest expense. On April 29, 2019, the Company was loaned $10,000 from an unrelated individual. The note was due on October 29, 2019 with an interest rate of 11%. In addition, the individual received 50,000 shares of restricted common stock. These shares were valued at $19,000 which represents the trading price as of the date indicated and recorded to interest expense. On December 13, 2019, the Company negotiated a six-month extension with the lender and paid $550 cash for accrued interest and issued 50,000 shares of common stock as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting in $1,350 of interest expense based on the stock’s closing price on that date. On April 29, 2020, the lender agreed to a second six-month extension through October 29, 2020. As consideration for entering into the extension, the Company agreed to pay the lender accrued interest on the note of $550 and to issue 50,000 shares of the Company’s common stock, valued at $0.02 per share, the closing price of the stock as of the extension agreement date. The $1,000 value of the shares was recorded as interest expense. On May 18, 2020, the Company entered into loan agreements with two unrelated individuals, who are current note holders in the aggregate amount of $30,000. Each of the new loans is for $12,500, an aggregate $25,000, due November 18, 2020 with interest at 11%. The notes may be prepaid at any time but in the event of the prepayment the full amount of principal and interest will required to be paid. In the event that the Company is unable to make payment on the due date the default interest rate will continue at 11% but the Company is obligated to issue 500,000 shares of its common stock to each lender. As additional consideration for entering into the loans, each individual shall be issued 200,000 shares of common stock, an aggregate 400,000 shares. The shares are valued at $0.02 per share, the closing price of the Company’s common stock as of the date of the loan. The $8,000 value ascribed to the shares has been capitalized as prepaid interest and is being amortized over the six-month term of the loans. On November 18, 2020, the outstanding loans to the two individuals were rolled over and extended into two new loans in the amounts of $20,000 $30,000, due May 18, 2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate $5,000) and aggregate accrued interest of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of the Company’s common stock valued at $46,500 ($0.03 per share), under the default penalty provisions of the original notes. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
INCOME TAXES | NOTE 8 - INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate of 21% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported at December 31, 2020 and 2019 is as follows: Income tax valuation allowance 2020 2019 Net loss before income taxes $ (1,565,591 ) $ (879,269 ) Adjustments to net loss Warrant expense — 132,593 Loss on note payable conversion 1,006,558 300,886 Convertible note expense 218,318 111,758 Net taxable income (loss) (340,715 ) (334,032 ) Income tax rate 26 % 26 % Income tax recovery 88,586 86,848 Valuation allowance change (88,586 ) (86,848 ) Provision for income taxes $ — $ — The significant components of deferred income tax assets at December 31, 2020 and 2019 are as follows: Components of deferred income tax assets 2020 2019 Net operating loss carryforward $ 1,241,372 $ 900,657 Valuation allowance (1,241,372 ) (900,657 ) Net deferred income tax asset $ — $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note. IHG, controlling shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement that defines the compensation to be paid. For the years ended December 31, 2020 and 2019 the Company recorded related party management fees of $100,530 and $104,720 respectively. During the year ended December 31, 2020, there were no advances from related parties, and the Company repaid $23,070 to its parent company, IHG. At December 31, 2020 and 2019, a former officer of the Company was owed $18,780; at December 31, 2019, a current officer of the Company was owed $480, which amount was paid in 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES At December 31, 2020 and 2019, there were no legal proceedings against the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On January 15, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $43,500. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 20,871,651 shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,500. On January 26, 2021, the Company entered into a financing agreement with SE Holdings LLC to borrow $220,000. The note bears interest at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest trading price of the Company’s common stock for the previous twenty trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000 shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering costs of $22,500. On January 28, 2021, Power Up elected to convert the total principal and interest due on their note of July 24, 2020 in the principal amount of $43,000 and $2,150 of accrued and unpaid interest thereon into 2,894,231 shares of the Company’s common stock at $0.0156 per share. On February 12, 2021, the Company agreed to issue to Quick Capital LLC 300,000 shares of the Company’s common stock as consideration for the Company’s entering into certain third-party transactions which were in default of the convertible promissory note, security purchase agreement and other related documents entered into on November 16, 2020. On March 31, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $103,500. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 63% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 20,535,714 shares for conversion. Net proceeds from the loan were $100,000, after legal fees and offering costs of $3,500. The Company has analyzed its operations subsequent to December 31, 2020 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2020 and 2019, the Company had no deposits in excess of the FDIC insured limits. |
Revenue Recognition | Revenue recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has no sources of revenue. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic 260) |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to its deferred tax asset. The valuation allowance is established based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities. |
Long-Lived Assets | Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure 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). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. |
Original Issue Discount | Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. |
Recent pronouncements | Recent pronouncements Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2020 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Reclassifications | Reclassifications |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Warrants Activity | A summary of warrant activity during the years ended December 31, 2019 and 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2018 100,000 $ 0.60 2.51 Granted 440,000 $ 0.25 4.32 Exercised — Expired — Outstanding and exercisable – December 31, 2019 540,000 $ 0.31 3.24 Exercised — Expired — Outstanding and exercisable – December 31, 2020 540,000 $ 0.31 2.99 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at December 31, 2020 and 2019 is summarized as follows: Note Holder Face Amount ($) Interest Rate Due Date 2020 2019 Auctus Fund LLC $ 110,000 12 % January 26, 2020 $ — $ 106,856 GS Capital Partners 70,000 10 % November 1, 2020 — 70,000 55,000 10 % December 2, 2021 55,000 — Adar Aleff LLC 70,000 10 % November 4, 2020 — 70,000 Power UP Lending Group 43,000 10 % July 24, 2021 43,000 — 53,000 10 % September 24, 2021 53,000 — Quick Capital LLC 33,275 10 % July 16, 2021 33,275 — Discount (158,390 ) (101,648 ) $ 25,885 $ 145,208 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condominium, Ocean Ridge, Florida [Member] | |
Reconciliation of the Provision for Income Taxes to Reported Income Tax Expense | A reconciliation of the provision for income taxes at the United States federal statutory rate of 21% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported at December 31, 2020 and 2019 is as follows: Income tax valuation allowance 2020 2019 Net loss before income taxes $ (1,565,591 ) $ (879,269 ) Adjustments to net loss Warrant expense — 132,593 Loss on note payable conversion 1,006,558 300,886 Convertible note expense 218,318 111,758 Net taxable income (loss) (340,715 ) (334,032 ) Income tax rate 26 % 26 % Income tax recovery 88,586 86,848 Valuation allowance change (88,586 ) (86,848 ) Provision for income taxes $ — $ — |
Significant Components of Deferred Income Tax Assets | The significant components of deferred income tax assets at December 31, 2020 and 2019 are as follows: Components of deferred income tax assets 2020 2019 Net operating loss carryforward $ 1,241,372 $ 900,657 Valuation allowance (1,241,372 ) (900,657 ) Net deferred income tax asset $ — $ — |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - shares | 1 Months Ended | ||
Jan. 25, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Shares issued to parent entity | 101,063,806 | 48,003,443 | |
Common Stock [Member] | John Noble Harris [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of Company purchased | 9.00% | ||
Common Stock [Member] | Joseph Kurczodyna [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of Company purchased | 9.00% | ||
International Hedge Group, Inc. [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of Company purchased | 95.00% | ||
International Hedge Group, Inc. [Member] | Series A Preferred Stock [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares subject to anti-dilutive cancellation of shares | 4,792,702 | ||
International Hedge Group, Inc. [Member] | Common Stock [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares issued to parent entity | 44,400,000 | ||
International Hedge Group, Inc. [Member] | Class A Preferred Stock [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares issued to parent entity | 1,000,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Going Concern [Abstract] | ||
Cash | $ 32,987 | |
Negative working capital | (44,851) | |
Accumulated deficit | $ (5,966,193) | $ (4,400,602) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | Dec. 31, 2020USD ($) |
Summary Of Significant Accounting Policies Narrative | |
Cash FDIC Insured Amount | $ 250,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 29, 2020 | Apr. 24, 2020 | Aug. 25, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 10, 2020 | |
Class of Stock [Line Items] | ||||||
Common stock, par value per share | $ 0.02 | $ 0.02 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 700,000,000 | 200,000,000 | 700,000,000 | |||
Common stock, shares outstanding | 101,063,806 | 48,003,443 | ||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||
Debt conversion shares issued | 50,000 | 100,000 | ||||
Debt conversion shares issued, value | $ 1,400,123 | |||||
Reduction [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 150,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||
Class A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertion rate of common shares to preferred stock | 100 | |||||
Consideration for interest on loans [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 150,000 | |||||
Number of shares issued, value | $ 49,000 | |||||
Share price | $ 0.327 | |||||
Consideration for extension of notes [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 150,000 | 150,000 | ||||
Number of shares issued, value | $ 3,000 | $ 4,050 | ||||
Share price | $ 0.02 | $ 0.027 | ||||
Common stock for conversion [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt conversion shares issued | 50,411,141 | 2,993,334 | ||||
Debt conversion shares issued, value | $ 393,563 | $ 368,255 | ||||
Loss on note payable conversions | $ 1,006,558 | $ 300,886 | ||||
Consideration for an aggregate $25,000 of loans [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 400,000 | |||||
Number of shares issued, value | $ 8,000 | |||||
Share price | $ 0.02 | |||||
Consideration for finders fee for loans [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 199,222 | |||||
Number of shares issued, value | $ 5,120 | |||||
Share price | $ 0.0257 | |||||
Consideration for financing fees and loan extension [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 2,050,000 | |||||
Number of shares issued, value | $ 61,500 | |||||
Share price | $ 0.03 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant expense | $ 132,593 | |
Warrant [Member] | ||
Warrants issued | 440,000 | |
Warrant expense | 132,953 | |
Convertible note expense | $ 110,000 | |
Warrant [Member] | Black-Scholes [Member] | ||
Warrants, exercise price per share | $ 0.25 | |
Warrants, expiration period | 5 years | |
Value of warrants | $ 132,953 | |
Stock price | $ 0.38 | |
Strike price | $ 0.25 | |
Volatility | 98.00% | |
Risk free rate | 2.25% | |
Time to expiration | 5 years |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Balance | 540,000 | 100,000 | |
Granted | 440,000 | ||
Exercised | |||
Expired | |||
Balance | 540,000 | 540,000 | 100,000 |
Weighted Average Exercise Price | |||
Balance | $ 0.31 | $ 0.60 | |
Granted | 0.25 | ||
Balance | $ 0.31 | $ 0.31 | $ 0.60 |
Weighted Average Remaining Contractual Life (Years) | |||
Balance | 2 years 11 months 26 days | 3 years 2 months 27 days | 2 years 6 months 3 days |
Granted | 4 years 3 months 26 days |
CONVERTIBLE NOTES (Narrative) (
CONVERTIBLE NOTES (Narrative) (Details) - USD ($) | Dec. 04, 2020 | Oct. 08, 2020 | Nov. 04, 2019 | Nov. 02, 2019 | Nov. 23, 2020 | Jul. 24, 2020 | May 21, 2020 | Apr. 29, 2020 | Apr. 24, 2020 | Apr. 29, 2019 | Apr. 26, 2019 | Apr. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 25,885 | $ 145,208 | ||||||||||||
Interest rate | 11.00% | 11.00% | ||||||||||||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | ||||||||||||
Legal fees | 71,032 | $ 102,909 | ||||||||||||
Debt convert amount | $ 1,400,123 | |||||||||||||
Debt conversion shares issued | 50,000 | 100,000 | ||||||||||||
Common stock, shares issued | 101,063,806 | 48,003,443 | ||||||||||||
Beneficial Conversion Feature | $ 287,275 | $ 186,073 | ||||||||||||
Accrued interest outstanding | $ 550 | $ 1,100 | ||||||||||||
Note payable | $ 10,000 | $ 20,000 | 50,000 | 30,000 | ||||||||||
Warrant expense | 132,593 | |||||||||||||
Auctus Fund, LLC [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 110,000 | 106,856 | ||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Maturity date | Jan. 26, 2020 | Jan. 26, 2020 | ||||||||||||
Default rate of interest | 24.00% | |||||||||||||
Company received net cash proceed | $ 97,250 | |||||||||||||
Legal fees | 2,750 | |||||||||||||
Prepaid interest | $ 10,000 | |||||||||||||
Percentage of conversion | 50.00% | |||||||||||||
Percentage of discount | 50.00% | |||||||||||||
Average price of share | $ 0.50 | |||||||||||||
Percentag of limit amount of stock | 4.99% | |||||||||||||
Convertible note expense | $ 1,111 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Exercise price | $ 0.25 | |||||||||||||
Debt convert amount | $ 128,167 | |||||||||||||
Debt conversion shares issued | 24,567,551 | |||||||||||||
Loss on debt conversion | $ 438,214 | |||||||||||||
Warrants outstanding | 440,000 | |||||||||||||
Beneficial Conversion Feature | $ 110,000 | |||||||||||||
Black-Scholes [Member] | Warrant [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Stock price | $ 0.38 | |||||||||||||
Volatility | 98.00% | |||||||||||||
Risk free rate | 2.25% | |||||||||||||
Expected life | 5 years | |||||||||||||
Warrant expense | $ 132,593 | |||||||||||||
GS Capital Partners LLC [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 55,000 | $ 70,000 | 70,000 | |||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||
Maturity date | Dec. 2, 2021 | Nov. 1, 2020 | Nov. 1, 2020 | |||||||||||
Company received net cash proceed | $ 4,500 | $ 54,450 | ||||||||||||
Legal fees | $ 10,000 | 3,500 | ||||||||||||
Prepaid interest | $ 6,000 | |||||||||||||
Percentage of conversion | 50.00% | 50.00% | ||||||||||||
Percentage of discount | 50.00% | |||||||||||||
Average price of share | $ 0.50 | |||||||||||||
Percentag of limit amount of stock | 4.99% | 4.99% | ||||||||||||
Convertible note expense | $ 6,050 | |||||||||||||
Fair value of expense portion of note amortized | $ 38,032 | |||||||||||||
Debt convert amount | $ 76,593 | |||||||||||||
Debt conversion shares issued | 6,698,236 | |||||||||||||
Loss on debt conversion | $ 194,225 | |||||||||||||
Adar Alef, LLC [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 70,000 | 70,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Maturity date | Nov. 1, 2020 | Nov. 4, 2020 | ||||||||||||
Company received net cash proceed | $ 54,450 | |||||||||||||
Legal fees | 3,500 | |||||||||||||
Prepaid interest | $ 6,000 | |||||||||||||
Percentage of conversion | 50.00% | |||||||||||||
Percentage of discount | 50.00% | |||||||||||||
Average price of share | $ 0.50 | |||||||||||||
Percentag of limit amount of stock | 4.99% | |||||||||||||
Convertible note expense | $ 6,050 | |||||||||||||
Fair value of expense portion of note amortized | $ 38,040 | |||||||||||||
Debt convert amount | $ 74,656 | |||||||||||||
Debt conversion shares issued | 12,075,684 | |||||||||||||
Loss on debt conversion | $ 299,735 | |||||||||||||
GS Capital Partners LLC Two [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Fair value of expense portion of note amortized | 55,000 | |||||||||||||
Power Up ("Power UP") [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 53,000 | $ 103,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Maturity date | Sep. 24, 2020 | May 21, 2021 | ||||||||||||
Default rate of interest | 22.00% | 22.00% | ||||||||||||
Company received net cash proceed | $ 50,000 | $ 100,000 | ||||||||||||
Legal fees | $ 3,000 | $ 3,000 | ||||||||||||
Shares reserved for conversion | 25,429,828 | 63,319,672 | ||||||||||||
Percentage of conversion | 61.00% | 61.00% | ||||||||||||
Percentag of limit amount of stock | 4.99% | 4.99% | ||||||||||||
Fair value of expense portion of note amortized | $ 53,000 | 103,000 | ||||||||||||
Debt convert amount | $ 108,150 | |||||||||||||
Debt conversion shares issued | 7,069,670 | |||||||||||||
Loss on debt conversion | $ 74,383 | |||||||||||||
Power Up [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 43,000 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Maturity date | Jul. 24, 2021 | |||||||||||||
Default rate of interest | 22.00% | |||||||||||||
Company received net cash proceed | $ 40,000 | |||||||||||||
Legal fees | $ 3,000 | |||||||||||||
Shares reserved for conversion | 41,876,318 | |||||||||||||
Percentage of conversion | 61.00% | |||||||||||||
Percentag of limit amount of stock | 4.99% | |||||||||||||
Fair value of expense portion of note amortized | 43,000 | |||||||||||||
Quick Capital LLC [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible note | $ 33,275 | $ 33,275 | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Maturity date | Jul. 16, 2021 | Jul. 16, 2021 | ||||||||||||
Default rate of interest | 24.00% | |||||||||||||
Company received net cash proceed | $ 25,000 | |||||||||||||
Legal fees | $ 8,275 | |||||||||||||
Shares reserved for conversion | 12,000,000 | |||||||||||||
Percentage of conversion | 60.00% | |||||||||||||
Percentag of limit amount of stock | 4.99% | |||||||||||||
Fair value of expense portion of note amortized | $ 33,275 |
CONVERTIBLE NOTES (Schedule of
CONVERTIBLE NOTES (Schedule of Convertible Notes Payable) (Details) - USD ($) | Dec. 04, 2020 | Nov. 04, 2019 | Nov. 02, 2019 | Nov. 23, 2020 | Apr. 29, 2019 | Apr. 26, 2019 | Apr. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||||||||
Interest Rate | 11.00% | 11.00% | |||||||
Due Date | Oct. 29, 2019 | Oct. 24, 2019 | |||||||
Discount | $ (158,390) | $ (101,648) | |||||||
Convertible notes payable | 25,885 | 145,208 | |||||||
Auctus Fund, LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 110,000 | ||||||||
Interest Rate | 12.00% | 12.00% | |||||||
Due Date | Jan. 26, 2020 | Jan. 26, 2020 | |||||||
Convertible notes payable | $ 110,000 | 106,856 | |||||||
GS Capital Partners LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 70,000 | ||||||||
Interest Rate | 10.00% | 10.00% | 10.00% | ||||||
Due Date | Dec. 2, 2021 | Nov. 1, 2020 | Nov. 1, 2020 | ||||||
Convertible notes payable | $ 55,000 | $ 70,000 | 70,000 | ||||||
GS Capital Partners LLC One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 55,000 | ||||||||
Interest Rate | 10.00% | ||||||||
Due Date | Dec. 2, 2021 | ||||||||
Convertible notes payable | $ 55,000 | ||||||||
Adar Alef, LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 70,000 | ||||||||
Interest Rate | 10.00% | 10.00% | |||||||
Due Date | Nov. 1, 2020 | Nov. 4, 2020 | |||||||
Convertible notes payable | $ 70,000 | 70,000 | |||||||
Power Up Lending Group [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 43,000 | ||||||||
Interest Rate | 10.00% | ||||||||
Due Date | Jul. 24, 2021 | ||||||||
Convertible notes payable | $ 43,000 | ||||||||
Power Up Lending Group One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 53,000 | ||||||||
Interest Rate | 10.00% | ||||||||
Due Date | Sep. 24, 2021 | ||||||||
Convertible notes payable | $ 53,000 | ||||||||
Quick Capital LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face Amount | $ 33,275 | ||||||||
Interest Rate | 10.00% | 10.00% | |||||||
Due Date | Jul. 16, 2021 | Jul. 16, 2021 | |||||||
Convertible notes payable | $ 33,275 | $ 33,275 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) - USD ($) | Dec. 13, 2019 | Nov. 18, 2020 | May 18, 2020 | Apr. 29, 2020 | Apr. 24, 2020 | Apr. 29, 2019 | Apr. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||
Note payable | $ 10,000 | $ 20,000 | $ 50,000 | $ 30,000 | |||||
Interest rate | 11.00% | 11.00% | |||||||
Restricted stock shares issued to individual, shares | 50,000 | 100,000 | |||||||
Restricted stock shares issued to individual | $ 19,000 | $ 30,000 | |||||||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | |||||||
Accrued interest outstanding | $ 550 | $ 1,100 | |||||||
Common stock, shares issued | 50,000 | 100,000 | |||||||
Debt conversion shares issued, value | $ 1,400,123 | ||||||||
Common stock, par value per share | $ 0.02 | $ 0.02 | $ 0.001 | $ 0.001 | |||||
Interest expense | $ 1,000 | $ 2,000 | $ 76,811 | $ 80,151 | |||||
Repayments of notes payable | $ 5,000 | ||||||||
Tranche One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Accrued interest outstanding | $ 1,100 | ||||||||
Common stock, shares issued | 100,000 | ||||||||
Common stock, par value per share | $ 0.027 | ||||||||
Interest expense | $ 2,700 | ||||||||
Tranche Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Accrued interest outstanding | $ 550 | ||||||||
Common stock, shares issued | 50,000 | ||||||||
Common stock, par value per share | $ 0.027 | ||||||||
Interest expense | $ 1,350 | ||||||||
Two unrelated individuals [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 30,000 | ||||||||
Interest rate | 11.00% | ||||||||
Default rate of interest | 11.00% | ||||||||
Maturity date | Nov. 18, 2020 | ||||||||
Prepaid interest | $ 8,000 | ||||||||
Common stock, shares issued | 500,000 | ||||||||
Common stock, par value per share | $ 0.02 | ||||||||
Two unrelated individuals [Member] | Each of the new loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 12,500 | ||||||||
Two unrelated individuals [Member] | Aggregate Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 25,000 | ||||||||
Two unrelated individuals [Member] | Aggregate shares [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock, shares issued | 400,000 | ||||||||
Two unrelated individuals [Member] | Each individual shares [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock, shares issued | 200,000 | ||||||||
Two individuals [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Default rate of interest | 11.00% | ||||||||
Maturity date | May 18, 2021 | ||||||||
Accrued interest outstanding | $ 3,026 | ||||||||
Common stock, shares issued | 1,550,000 | ||||||||
Debt conversion shares issued, value | $ 46,500 | ||||||||
Common stock, par value per share | $ 0.03 | ||||||||
Repayments of notes payable | $ 2,500 | ||||||||
Two individuals [Member] | Aggregate Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of notes payable | 5,000 | ||||||||
Individual One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | 20,000 | ||||||||
Individual Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 30,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes Narrative | |
Federal income tax rate | 21.00% |
State income tax rate | 5.00% |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Provision fo Income Taxes to Reported Provision For Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes Reconciliation Of Provision Fo Income Taxes To Reported Provision For Income Taxes | ||
Net loss before income taxes | $ (1,565,591) | $ (879,269) |
Adjustments to net loss | ||
Warrant expense | 132,593 | |
Loss on note payable conversion | 1,006,558 | 300,886 |
Convertible note expense | 218,318 | 111,758 |
Net taxable income (loss) | $ (340,715) | $ (334,032) |
Income tax rate | 26.00% | 26.00% |
Income tax recovery | $ 88,586 | $ 86,848 |
Valuation allowance change | (88,586) | (86,848) |
Provision for income taxes |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 1,241,372 | $ 900,657 |
Valuation allowance | (1,241,372) | (900,657) |
Net deferred income tax asset |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Management consulting expense | $ 100,530 | $ 104,720 |
Amoutn owed to related party | 18,780 | 41,850 |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Amoutn owed to related party | 18,780 | $ 18,780 |
Officer One [Member] | ||
Related Party Transaction [Line Items] | ||
Amoutn owed to related party | 480 | |
International Hedge Group, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Amoutn owed to related party | $ 23,070 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 12, 2021 | Jan. 15, 2021 | Mar. 31, 2021 | Jan. 28, 2021 | Jan. 26, 2021 | Apr. 29, 2020 | Apr. 24, 2020 | Dec. 31, 2020 | Apr. 29, 2019 | Apr. 24, 2019 |
Subsequent Event [Line Items] | ||||||||||
Interest rate | 11.00% | 11.00% | ||||||||
Debt conversion shares issued | 50,000 | 100,000 | ||||||||
Debt conversion shares issued, value | $ 1,400,123 | |||||||||
Subsequent Event [Member] | Quick Capital LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 300,000 | |||||||||
Subsequent Event [Member] | Power Up Lending Group [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Borrowed amount | $ 43,500 | $ 103,500 | ||||||||
Interest rate | 10.00% | 10.00% | ||||||||
Default interest rate | 22.00% | 22.00% | ||||||||
Percentage of conversion price | 61.00% | 63.00% | ||||||||
Percentage of stock received of total outstanding common stock | 4.99% | 4.99% | ||||||||
Shares reserved for conversion | 20,871,651 | 20,535,714 | ||||||||
Net proceeds from loan | $ 40,000 | $ 100,000 | ||||||||
Legal fees and offering costs | $ 3,500 | $ 3,500 | ||||||||
Debt conversion shares issued | 2,894,231 | |||||||||
Debt conversion shares issued, value | $ 43,000 | |||||||||
Accrued interest | $ 2,150 | |||||||||
Debt conversion share price | $ 0.0156 | |||||||||
Subsequent Event [Member] | SE Holdings LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Borrowed amount | $ 220,000 | |||||||||
Interest rate | 10.00% | |||||||||
Default interest rate | 24.00% | |||||||||
Percentage of conversion price | 50.00% | |||||||||
Percentage of stock received of total outstanding common stock | 4.99% | |||||||||
Shares reserved for conversion | 44,000,000 | |||||||||
Net proceeds from loan | $ 177,500 | |||||||||
Legal fees and offering costs | 22,500 | |||||||||
Debt discount | $ 20,000 |