Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | BLACKSTAR ENTERPRISE GROUP, INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 285,357,307 | |
Amendment Flag | false | |
Entity Central Index Key | 0001483646 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55730 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1120628 | |
Entity Address, Address Line One | 4450 Arapahoe Ave | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Boulder | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80303 | |
City Area Code | (303) | |
Local Phone Number | 500-3210 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 232,951 | $ 518,539 |
Prepaid expenses | 5,080 | 5,000 |
Total current assets | 238,031 | 523,539 |
Intangibles | 171,434 | 159,800 |
Total Assets | 409,465 | 683,339 |
Current liabilities | ||
Accounts payable | 27,672 | 43,042 |
Accrued payables | 98,866 | 74,742 |
Convertible notes payable, net of discounts of $77,561 and $534,856 at June 30, 2022 and December 31, 2021, respectively | 770,592 | 689,169 |
Total current liabilities | 897,130 | 806,953 |
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 shares authorized; $0.001 par value 285,357,307 and 128,689,319 shares issued and outstanding at June 30, 2022 and December 31, 2021 | 285,357 | 128,689 |
Additional paid in capital | 8,201,373 | 7,896,457 |
Accumulated deficit | (8,975,395) | (8,149,760) |
Total stockholders’ deficit | (487,665) | (123,614) |
Total Liabilities and Stockholders’ Deficit | $ 409,465 | $ 683,339 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discount (in Dollars) | $ 77,561 | $ 534,856 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 285,357,307 | 128,689,319 |
Common stock, shares outstanding | 285,357,307 | 128,689,319 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses | ||||
Legal and professional | 40,426 | 23,804 | 76,625 | 46,304 |
Management consulting - related party | 78,661 | 98,000 | 165,274 | 149,142 |
General and administrative | 32,138 | 139,526 | 45,605 | 195,172 |
Total operating expenses | 151,225 | 261,330 | 287,504 | 390,618 |
Other expense (income) | ||||
Amortization of discount on convertible notes | 102,446 | 251,507 | 416,369 | 350,089 |
Amortization of convertible debt issuance costs | 9,142 | 19,531 | 29,470 | 23,964 |
Loss on note payable conversions | 124,745 | 166,422 | ||
Interest expense | 45,920 | 54,807 | 92,292 | 103,136 |
Other expense (income) | 157,508 | 450,590 | 538,131 | 643,611 |
Net (loss) | $ (308,733) | $ (711,920) | $ (825,635) | $ (1,034,229) |
Net (loss) per share - basic (in Dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic (in Shares) | 228,836,254 | 113,331,275 | 187,649,684 | 109,280,076 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net (loss) per share - diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - diluted | 228,836,254 | 113,331,275 | 187,649,684 | 109,280,076 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital | Common Stock Subject to Cancellation | Accumulated Deficit | Total |
Balances at Dec. 31, 2020 | $ 101,063 | $ 1,000 | $ 5,829,279 | $ (5,966,193) | $ (34,851) | |
Balances (in Shares) at Dec. 31, 2020 | 101,063,806 | 1,000,000 | ||||
Shares issued for conversion of notes and interest | $ 7,469 | 301,998 | 309,467 | |||
Shares issued for conversion of notes and interest (in Shares) | 7,468,804 | |||||
Beneficial conversion feature of convertible note | 917,000 | 917,000 | ||||
Shares issued for loan costs | $ 300 | 23,700 | 24,000 | |||
Shares issued for loan costs (in Shares) | 300,000 | |||||
Shares issued for financing fees | $ 1,079 | 41,923 | 43,002 | |||
Shares issued for financing fees (in Shares) | 1,078,862 | |||||
Shares issued for software development | $ 500 | 19,500 | 20,000 | |||
Shares issued for software development (in Shares) | 500,000 | |||||
Shares issued subject to cancellation | $ 7,667 | 349,000 | (356,667) | |||
Shares issued subject to cancellation (in Shares) | 7,666,666 | |||||
Shares issued subject to cancellation realized | 106,667 | 106,667 | ||||
Net loss | (1,034,229) | (1,034,229) | ||||
Balances at Jun. 30, 2021 | $ 118,078 | $ 1,000 | 7,482,400 | (250,000) | (7,000,422) | 351,056 |
Balances (in Shares) at Jun. 30, 2021 | 118,078,138 | 1,000,000 | ||||
Balances at Mar. 31, 2021 | $ 107,308 | $ 1,000 | 6,315,228 | (106,667) | (6,288,502) | 28,367 |
Balances (in Shares) at Mar. 31, 2021 | 107,307,525 | 1,000,000 | ||||
Shares issued for conversion of notes and interest | $ 4,574 | 218,066 | 222,640 | |||
Shares issued for conversion of notes and interest (in Shares) | 4,574,573 | |||||
Beneficial conversion feature of convertible note | 653,500 | 653,500 | ||||
Shares issued for loan costs | $ 300 | 11,700 | 12,000 | |||
Shares issued for loan costs (in Shares) | 300,000 | |||||
Shares issued for financing fees | $ 396 | 19,406 | 19,802 | |||
Shares issued for financing fees (in Shares) | 396,040 | |||||
Shares issued for software development | $ 500 | 19,500 | 20,000 | |||
Shares issued for software development (in Shares) | 500,000 | |||||
Shares issued subject to cancellation | $ 5,000 | 245,000 | (250,000) | |||
Shares issued subject to cancellation (in Shares) | 5,000,000 | |||||
Shares issued subject to cancellation realized | 106,667 | 106,667 | ||||
Net loss | (711,920) | (711,920) | ||||
Balances at Jun. 30, 2021 | $ 118,078 | $ 1,000 | 7,482,400 | (250,000) | (7,000,422) | 351,056 |
Balances (in Shares) at Jun. 30, 2021 | 118,078,138 | 1,000,000 | ||||
Balances at Dec. 31, 2021 | $ 128,689 | $ 1,000 | 7,896,457 | (8,149,760) | (123,614) | |
Balances (in Shares) at Dec. 31, 2021 | 128,689,319 | 1,000,000 | ||||
Shares issued for conversion of notes and interest | $ 143,872 | 317,712 | 461,584 | |||
Shares issued for conversion of notes and interest (in Shares) | 143,872,288 | |||||
Shares issued for cashless warrant exercise | $ 12,796 | (12,796) | ||||
Shares issued for cashless warrant exercise (in Shares) | 12,795,700 | |||||
Net loss | (825,635) | (825,635) | ||||
Balances at Jun. 30, 2022 | $ 285,357 | $ 1,000 | 8,201,373 | (8,975,395) | (487,665) | |
Balances (in Shares) at Jun. 30, 2022 | 285,357,307 | 1,000,000 | ||||
Balances at Mar. 31, 2022 | $ 192,001 | $ 1,000 | 8,129,466 | (8,666,662) | (344,195) | |
Balances (in Shares) at Mar. 31, 2022 | 192,001,253 | 1,000,000 | ||||
Shares issued for conversion of notes and interest | $ 80,560 | 84,703 | 165,263 | |||
Shares issued for conversion of notes and interest (in Shares) | 80,560,354 | |||||
Shares issued for cashless warrant exercise | $ 12,796 | (12,796) | ||||
Shares issued for cashless warrant exercise (in Shares) | 12,795,700 | |||||
Net loss | (308,733) | (308,733) | ||||
Balances at Jun. 30, 2022 | $ 285,357 | $ 1,000 | $ 8,201,373 | $ (8,975,395) | $ (487,665) | |
Balances (in Shares) at Jun. 30, 2022 | 285,357,307 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net (loss) | $ (825,635) | $ (1,034,229) |
Adjustments to reconcile net loss to net cash used | ||
Amortization of convertible note issue costs | 29,470 | 23,964 |
Amortization of discounts on convertible notes | 416,369 | 350,089 |
Amortization of discounts on convertible note interest | 18,956 | 21,841 |
Loss on conversion of notes payable | 166,422 | |
Interest and loan fees paid in stock | 173,669 | |
Changes in operating assets and liabilities | ||
(Increase) decrease in prepaids | (80) | 37,028 |
(Decrease) in accounts payable | (17,370) | (18,856) |
Increase in accrued payables | 48,458 | 29,070 |
Cash used in operating activities | (329,832) | (251,002) |
Cash Flows From Investing Activities | ||
Purchase of software | (9,634) | (36,000) |
Cash used in investing activities | (9,634) | (36,000) |
Cash Flows From Financing Activities | ||
Repayments of notes payable | (20,000) | |
Payments on convertible debt | (50,122) | |
Proceeds from convertible notes, net of offering costs and original issue discount | 104,000 | 779,500 |
Net cash provided by financing activities | 53,878 | 759,500 |
Net increase (decrease) in cash | (285,588) | 472,498 |
Cash, beginning of period | 518,539 | 32,987 |
Cash, end of period | 232,951 | 505,485 |
Supplemental disclosure of non-cash investing | ||
Beneficial conversion feature initially recorded as debt discount | 917,000 | |
Notes payable and interest converted to common stock | 461,584 | 142,856 |
Common stock issued for software | 20,000 | |
Accounts payable for software costs | 2,000 | |
Cashless exercise of common stock warrant | 29,430 | |
Cash paid for interest on debt | $ 4,829 | $ 2,750 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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. On January 25, 2016, International Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company. IHG was issued 44,400,000 shares of common stock 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 unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited 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 US GAAP. All significant intercompany transactions and balances have been eliminated on consolidation. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and the year ended December 31, 2021, the Company has generated no revenues and has incurred losses. As of June 30, 2022, the Company had cash of $232,951, working capital deficiency of $659,099 and an accumulated deficit of $8,975,395. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from Generally Accepted Accounting Principles (“GAAP”) separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has elected to adopt the guidance under ASU 2020-06 for the fiscal year commencing January 1, 2022. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of June 30, 2022 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. |
INTANGIBLES
INTANGIBLES | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 4 – INTANGIBLES Intangibles at June 30, 2022 and December 31, 2021 consist of capitalized costs for the Company’s proprietary software and patents as follows: 2022 2021 Software $ 90,000 $ 88,000 Patents 81,434 71,800 $ 171,434 $ 159,800 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 5 – STOCKHOLDERS’ EQUITY (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 stockto 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. Common Stock During the six months ended June 30, 2022, the Company issued shares of its common stock as follows: ● 143,872,288 shares for conversion of $461,584 principal and interest on convertible notes payable. ● 12,795,700 shares for exercise of previously issued warrants at $0.0023 per share. The exercise price was revised to $0.0023 per share from $0.25 per share as per antidilution provision of the warrant agreement. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 118,800 shares of common stock. During the six months ended June 30, 2021, the Company issued shares of its common stock as follows: ● 7,468,804 shares for conversion of $148,856 principal and interest on convertible note payable, and recognized a loss conversion of $166,422. ● 300,000 shares valued at $24,000 ($0.08 per share) to a convertible note holder 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. ● 1,078,8623 ● 500,000 shares valued at $0.04 per share as partial consideration for software development costs. ● 2,666,666 shares valued at $106,667 ($0.04 per share) to a convertible note holder. These shares have been issued as condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $106,667 value of the shares has been charged to operations as of June 30, 2021. ● 5,000,000 shares valued at $250,000 ($0.05 per share) to a convertible note holder. These shares have been issued as condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants [Abstract] | |
WARRANTS | NOTE 6 – 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 $132.953 fair value of the warrants was charged to operations when issued during the year ended December 31, 2019. At June 30, 2022, the intrinsic value of the outstanding warrants was $0, as the trading price of the Company’s common stock at that date was less than the underlying exercise price of the warrants. A summary of warrant activity during the six months ended June 30, 2022 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2021 540,000 $ 0.31 1.99 Exercised (118,800 ) Expired — Outstanding and exercisable – June 30, 2022 421,200 $ 0.40 1.91 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES During the six months ended June 30, 2022, the Company had the following transactions related to its convertible note financings: (i) On February 14, 2022, the Company entered into a financing agreement with Sixth Street Lending LLC to borrow $55,750. The note matures on February 14, 2023, 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 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen 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 47,871,198 shares for conversion. Net proceeds from the loan were $52,000, after legal fees and offering costs of $3,750. (ii) In February and March 2022, Adar Alef LLC (“Adar Alef”) elected to make a partial conversion of $76,500 principal and $6,296 of accrued and unpaid interest thereon due on their note of April 29, 2021, in three tranches, into an aggregate 21,504,766 shares of the Company’s common stock at prices of $0.0023 to $0.0064 per share under the conversion provision and terms of the note agreement. (iii) In January and February 2022, Power Up elected to convert, in five tranches, the total principal of $103,750 due on their note of July 26, 2021, together with accrued and upaid interest thereon of $5,188, into an aggregate 12,982,155 shares of the Company’s common stock (at conversion prices of $0.0075 to $0.0088 per share) under the conversion provision and terms of the note agreement. (iv) In February and March 2022, Power Up Lending Group Ltd. (Power Up) elected to convert, in four tranches, the total principal due on their note of July 28, 2021 of $78,750 and accrued and unpaid interst thereon of $3,938 into 21,273,289 shares of the Company’s common stock at conversion prices of $0.0029 to $0.0073 per share under the conversion provision and terms of the note agreement. (v) In March and April 2022, Power Up elected to convert, in three tranches, the total principal due on their note of September 1, 2021 of $53,750 and accrued and unpaid interst thereon of $2,688, into 19,952,406 shares of the Company’s common stock at conversion prices of $0.0024 to $0.0029 per share under the conversion provision and terms of the note agreement. (vi) On May 5, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC) to borrow $55,750. The note matures on May 5, 2023, 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 65% of the average of the two lowest trading price of the Company’s common stock for the previous fifteen 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 43,537,683 shares for conversion. Net proceeds from the loan were $52,000, after legal fees and offering costs of $3,750. (vii) In April and May 2022, Power Up elected to convert, in five tranches, the total principal balance of $78,750 and accrued and upaid interest thereon of $3,938 due on their note of October 1, 2021 into 40,260,417 shares of the Company’s common stock at prices of $0.0020 to $0.0024 per share under the conversion provision and terms of the note agreement. (viii) In June 2022, Sixth Street Lending LLC elected to convert, in three tranches, the total principal of $45,750 due on their note of November 29, 2021, together with accrued and upaid interest thereon of $2,288, into an aggregate 27,899,255 shares of the Company’s common stock (at conversion prices of $0.0016 to $0.0018 per share) under the conversion provision and terms of the note agreement. (ix) In April 2022, Quick Capital, LLC issued a notice of default on the $33,275 convertible note dated November 16, 2020 and stated that the outstanding amount due on the note is $133,317.38, the default interest per annum is 24%, and that the conversion price is the lowest trading price during the delinquency period with a 50% discount. The Company has continued to accure interest on the note at the rate of 10% per annum. (x) On April 29, 2022, the Company did not satisfy its obligations for final payment of outstanding principal of $473,500 and accrued interest under a financing agreement entered into on April 29, 2021 with Adar Alef. Under the terms of the financing agreement, the stated interest rate of the note was 10% with default interest of 24%, and was convertible into common shares of the Company’s common stock at the option of the holder. (xi) On April 27, 2022, the Company entered into an Amendment and Abatement Agreement (“Abatement Agreement”) with SE Holdings and Adar Alef (collectively “the Parties”) to address the Company’s default on the two outstanding convertible notes between the Parties, consisting of the remaining $473,500 principal balance to Adar Alef and face amount $220,000 note with SE Holdings. Under the terms of the Abatement Agreement, the Parties agreed to abate the conversion features under the notes for a period of forty five (45) days from April 15, 2022, with the conversion features resuming no sooner than May 30, 2022. The Company has paid to Adar Alef a total of $50,000 upon execution of the Abatement Agreement for principal, redemption penalty and accrued interest. The remaining principal and accrued interest on the notes to SE Holdings and Adar Alef would be due on May 30, 2022. On May 25, 2022, the Abatement Agreement was extended for an additional thirty (30) days through June 30, 2022, upon an additional payment by the Company of $25,000 to Adar Alef for principal, redemption penalty and accrued interest. Convertible notes payable at June 30, 2022 and December 31, 2021 are summarized as follows: Note Holder Face Amount Interest Rate Due Date June 30, 2022 December 31, 2021 GS Capital Partners LLC $ 60,000 8 % October 11, 2022 $ 60,000 $ 60,000 Power UP Lending Group Ltd. $ 103,750 10 % July 26, 2022 — $ 103,750 $ 78,750 10 % July 28, 2022 — $ 78,750 $ 53,750 10 % September 1, 2022 — $ 53,750 $ 78,750 10 % October 1, 2022 — $ 78,750 SE Holdings LLC $ 220,000 10 % January 26, 2022 $ 220,000 $ 220,000 Quick Capital LLC $ 33,275 10 % July 16, 2021 $ 33,275 $ 33,275 Adar Alef LLC $ 550,000 10 % April 29, 2022 $ 423,378 $ 550,000 Sixth Street Lending LLC $ 45,750 10 % November 29, 2022 — $ 45,750 $ 55,750 10 % February 14, 2023 $ 55,750 — 1800 Diagonal Lending LLC $ 55,750 10 % May 5, 2023 $ 55,750 — Discount $ (77,561 ) $ (534,856 ) $ 770,592 $ 689,169 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – 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 six months ended June 30, 2022 and 2021 the Company recorded related party management fees of $165,274 and $149,142, respectively. During the six months ended June 30, 2022 and 2021, there were no advances from related parties. At June 30, 2021, a former officer of the Company was owed $18,780, which amount was repaid during the year ended December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On July 1, 2022, the Abatement Agreement was extended for an additional thirty (30) days through July 31, 2022, upon an additional payment by the Company of $25,000 to Adar Alef for principal, redemption penalty and accrued interest. On July 8, 2022, the majority shareholder of BlackStar Enterprise Group, Inc. submitted written consent to the resolution to increase the authorized common stock from 700,000,000 to 2,000,000,000, with an effective date of the Amendment to the Articles of Incorporation of August 5, 2022. Following the increase in authorized shares proposed by the Company’s Board of Directors, we will have 2,000,000,000 shares of authorized common stock and 10,000,000 shares of authorized preferred stock (no change in preferred), with no changes in the shares outstanding of either the common stock or preferred stock as a result of the increase. The Company has analyzed its operations subsequent to June 30, 2022 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from Generally Accepted Accounting Principles (“GAAP”) separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has elected to adopt the guidance under ASU 2020-06 for the fiscal year commencing January 1, 2022. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of June 30, 2022 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Capitalized Costs | 2022 2021 Software $ 90,000 $ 88,000 Patents 81,434 71,800 $ 171,434 $ 159,800 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants [Abstract] | |
Summary of Warrants Activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – December 31, 2021 540,000 $ 0.31 1.99 Exercised (118,800 ) Expired — Outstanding and exercisable – June 30, 2022 421,200 $ 0.40 1.91 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes [Abstract] | |
Schedule of Convertible Notes Payable | Note Holder Face Amount Interest Rate Due Date June 30, 2022 December 31, 2021 GS Capital Partners LLC $ 60,000 8 % October 11, 2022 $ 60,000 $ 60,000 Power UP Lending Group Ltd. $ 103,750 10 % July 26, 2022 — $ 103,750 $ 78,750 10 % July 28, 2022 — $ 78,750 $ 53,750 10 % September 1, 2022 — $ 53,750 $ 78,750 10 % October 1, 2022 — $ 78,750 SE Holdings LLC $ 220,000 10 % January 26, 2022 $ 220,000 $ 220,000 Quick Capital LLC $ 33,275 10 % July 16, 2021 $ 33,275 $ 33,275 Adar Alef LLC $ 550,000 10 % April 29, 2022 $ 423,378 $ 550,000 Sixth Street Lending LLC $ 45,750 10 % November 29, 2022 — $ 45,750 $ 55,750 10 % February 14, 2023 $ 55,750 — 1800 Diagonal Lending LLC $ 55,750 10 % May 5, 2023 $ 55,750 — Discount $ (77,561 ) $ (534,856 ) $ 770,592 $ 689,169 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - International Hedge Group Inc [Member] | Jan. 25, 2016 shares |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Percentage of Company purchased | 95% |
Common Stock [Member] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Percentage of Company purchased | 9% |
Shares issued to parent entity | 44,400,000 |
Class A Preferred Stock [Member] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |
Shares issued to parent entity | 1,000,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Going Concern [Abstract] | ||
Cash | $ 232,951 | |
Working capital deficiency | 659,099 | |
Accumulated deficit | $ (8,975,395) | $ (8,149,760) |
INTANGIBLES (Details) - Schedul
INTANGIBLES (Details) - Schedule of Intangibles Capitalized Costs - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 171,434 | $ 159,800 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | 90,000 | 88,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 81,434 | $ 71,800 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2022 | Apr. 30, 2022 | Nov. 16, 2020 | Aug. 25, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Shares issued to parent entity | 285,357,307 | 285,357,307 | 128,689,319 | ||||||
Debt conversion shares issued | 40,260,417 | 40,260,417 | |||||||
Debt conversion shares issued, value (in Dollars) | $ 165,263 | $ 222,640 | $ 461,584 | $ 309,467 | |||||
Issueance of shares for exercise (in Dollars) | |||||||||
Shares issued, value (in Dollars) | $ 106,667 | ||||||||
Common Stock For Conversion [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Debt conversion shares issued | 143,872,288 | 7,468,804 | |||||||
Debt conversion shares issued, value (in Dollars) | $ 461,584 | $ 148,856 | |||||||
Issueance of shares for exercise (in Dollars) | $ 12,795,700 | ||||||||
Warrants at per share. (in Dollars per share) | $ 0.0023 | $ 0.0023 | |||||||
Revised excercise price (in Dollars per share) | 0.0023 | 0.0023 | |||||||
Antidilution provision per share (in Dollars per share) | $ 0.25 | $ 0.25 | |||||||
Issued warrants to purchase an aggregate shares of common stock | 118,800 | 118,800 | |||||||
Recognized loss conversion (in Dollars) | $ 166,422 | ||||||||
Number of shares issued | 2,666,666 | ||||||||
Shares issued, value (in Dollars) | $ 106,667 | ||||||||
Shares issued price per share (in Dollars per share) | $ 0.04 | $ 0.04 | |||||||
Series A Preferred Stock [Member] | International Hedge Group, Inc. [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Shares issued to parent entity | 1,000,000 | ||||||||
Convertible rate of common shares to preferred stock | 100 | ||||||||
Software Development Costs [Member] | Common Stock For Conversion [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Number of shares issued | 500,000 | ||||||||
Shares issued price per share (in Dollars per share) | 0.04 | $ 0.04 | |||||||
Financing Fees For Loans [Member] | Common Stock For Conversion [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Number of shares issued | 10,788,623 | ||||||||
Two individuals as partial consideration for loans [Member] | Common Stock For Conversion [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Number of shares issued | 300,000 | ||||||||
Shares issued, value (in Dollars) | $ 24,000 | ||||||||
Shares issued price per share (in Dollars per share) | $ 0.08 | ||||||||
Financing Fees For Loans [Member] | Common Stock For Conversion [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Shares issued price per share (in Dollars per share) | 43,002 | $ 43,002 | |||||||
Convertible note holder [Member] | Common Stock For Conversion [Member] | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) (Details) [Line Items] | |||||||||
Number of shares issued | 5,000,000 | ||||||||
Shares issued, value (in Dollars) | $ 250,000 | ||||||||
Shares issued price per share (in Dollars per share) | $ 0.05 | $ 0.05 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - USD ($) | 1 Months Ended | ||
Apr. 30, 2019 | Jun. 30, 2022 | Dec. 31, 2019 | |
WARRANTS (Details) [Line Items] | |||
Convertible note expense | $ 110,000 | ||
Warrants issued (in Shares) | 440,000 | ||
Black-Scholes [Member] | |||
WARRANTS (Details) [Line Items] | |||
Warrants, exercise price per share (in Dollars per share) | $ 0.25 | ||
Warrants, expiration period | 5 years | ||
Value of warrants | $ 132,953 | $ 132.953 | |
Stock price (in Dollars per share) | $ 0.38 | ||
Strike price (in Dollars per share) | $ 0.25 | ||
Volatility | 98% | ||
Risk free rate | 2.25% | ||
Time to expiration | 5 years | ||
Intrinsic value of the outstanding warrants | $ 0 |
WARRANTS (Details) - Summary of
WARRANTS (Details) - Summary of Warrants Activity - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Shares, Beginning Balance | 540,000 |
Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.31 |
Weighted Average Remaining Contractual Life (Years) | 1 year 11 months 26 days |
Shares, Exercised | (118,800) |
Shares, Expired | |
Shares, Ending Balance | 421,200 |
Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.4 |
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 28 days |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
May 05, 2022 | May 31, 2022 | Apr. 30, 2022 | Apr. 27, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Feb. 14, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Apr. 29, 2022 | |
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Maturity date | Oct. 01, 2021 | |||||||||
Interest rate | 10% | |||||||||
Accrued interest | $ 3,938 | $ 3,938 | ||||||||
Principal amount | $ 78,750 | $ 78,750 | ||||||||
Common stock, shares issued (in Shares) | 40,260,417 | 40,260,417 | ||||||||
Convertible note | $ 33,275 | |||||||||
Short-Term Debt, Average Outstanding Amount | $ 133,317.38 | |||||||||
Default interest rate | 24% | 24% | ||||||||
Percentage of conversion price | 50% | |||||||||
Payment of outstanding principal | $ 473,500 | |||||||||
Minimum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.002 | $ 0.002 | ||||||||
Maximum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0024 | $ 0.0024 | ||||||||
Sixth Street Lending LLC [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Fair value of expense portion of note amortized | $ 55,750 | |||||||||
Maturity date | Apr. 29, 2021 | Nov. 29, 2021 | ||||||||
Interest rate | 10% | |||||||||
Default rate of interest | 22% | |||||||||
Percentage of conversion | 65% | |||||||||
Percentage of limit amount of stock | 4.99% | |||||||||
Shares reserved for conversion (in Shares) | 47,871,198 | |||||||||
Company received net cash proceed | $ 52,000 | |||||||||
Offering costs | $ 3,750 | |||||||||
Accrued interest | $ 2,288 | |||||||||
Principal amount | $ 45,750 | |||||||||
Common stock, shares issued (in Shares) | 27,899,255 | |||||||||
Sixth Street Lending LLC [Member] | Minimum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0016 | |||||||||
Sixth Street Lending LLC [Member] | Maximum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0018 | |||||||||
Adar Alef LLC [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Maturity date | Apr. 29, 2021 | |||||||||
Borrowed amount | $ 76,500 | $ 76,500 | ||||||||
Accrued interest | $ 6,296 | $ 6,296 | ||||||||
Aggregate shares (in Shares) | 21,504,766 | 21,504,766 | ||||||||
Payment of outstanding principal | $ 50,000 | |||||||||
Principal balance | 473,500 | |||||||||
Additional payment principal | $ 25,000 | |||||||||
Adar Alef LLC [Member] | Minimum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0023 | $ 0.0023 | ||||||||
Adar Alef LLC [Member] | Maximum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0064 | $ 0.0064 | ||||||||
SE Holdings LLC [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Principal balance | $ 220,000 | |||||||||
Power Up elected to convert [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Maturity date | Sep. 01, 2021 | |||||||||
Accrued interest | $ 2,688 | $ 2,688 | $ 5,188 | |||||||
Aggregate shares (in Shares) | 12,982,155 | |||||||||
Principal amount | $ 53,750 | $ 53,750 | $ 103,750 | |||||||
Common stock, shares issued (in Shares) | 19,952,406 | 19,952,406 | ||||||||
Power Up elected to convert [Member] | Minimum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0024 | $ 0.0024 | $ 0.0075 | |||||||
Power Up elected to convert [Member] | Maximum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0029 | $ 0.0029 | $ 0.0088 | |||||||
Power Up Lending Group Ltd [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Maturity date | Jul. 28, 2021 | Jul. 26, 2022 | ||||||||
Interest rate | 10% | |||||||||
Accrued interest | $ 3,938 | $ 3,938 | ||||||||
Principal amount | $ 78,750 | $ 78,750 | ||||||||
Common stock, shares issued (in Shares) | 21,273,289 | 21,273,289 | ||||||||
Principal balance | $ 103,750 | |||||||||
Power Up Lending Group Ltd [Member] | Minimum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0029 | $ 0.0029 | ||||||||
Power Up Lending Group Ltd [Member] | Maximum [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt convert conversion price (in Dollars per share) | $ 0.0073 | $ 0.0073 | ||||||||
1800 Diagonal Lending LLC [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Fair value of expense portion of note amortized | $ 55,750 | |||||||||
Maturity date | May 05, 2023 | May 05, 2023 | ||||||||
Interest rate | 10% | 10% | ||||||||
Default rate of interest | 22% | |||||||||
Percentage of conversion | 65% | |||||||||
Percentage of limit amount of stock | 4.99% | |||||||||
Shares reserved for conversion (in Shares) | 43,537,683 | |||||||||
Company received net cash proceed | $ 52,000 | |||||||||
Offering costs | $ 3,750 | |||||||||
Principal balance | $ 55,750 | |||||||||
Power Up Lending Group Ltd. [Member] | ||||||||||
CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Maturity date | Jul. 16, 2021 | |||||||||
Interest rate | 10% | 10% | ||||||||
Principal balance | $ 33,275 |
CONVERTIBLE NOTES (Details) - S
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable - USD ($) | 1 Months Ended | 6 Months Ended | ||||
May 05, 2022 | Apr. 30, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Apr. 29, 2022 | Dec. 31, 2021 | |
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Interest Rate | 10% | |||||
Due Date | Oct. 01, 2021 | |||||
Convertible notes payable | $ 770,592 | $ 689,169 | ||||
Discount | (77,561) | (534,856) | ||||
GS Capital Partners LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 60,000 | |||||
Interest Rate | 8% | |||||
Due Date | Oct. 11, 2022 | |||||
Convertible notes payable | $ 60,000 | 60,000 | ||||
Power UP Lending Group Ltd. [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 103,750 | |||||
Interest Rate | 10% | |||||
Due Date | Jul. 28, 2021 | Jul. 26, 2022 | ||||
Convertible notes payable | 103,750 | |||||
Power UP Lending Group Ltd. One [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 78,750 | |||||
Interest Rate | 10% | |||||
Due Date | Jul. 28, 2022 | |||||
Convertible notes payable | 78,750 | |||||
Power UP Lending Group Ltd. Two [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 53,750 | |||||
Interest Rate | 10% | |||||
Due Date | Sep. 01, 2022 | |||||
Convertible notes payable | 53,750 | |||||
Power UP Lending Group Ltd. Three [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 78,750 | |||||
Interest Rate | 10% | |||||
Due Date | Oct. 01, 2022 | |||||
Convertible notes payable | 78,750 | |||||
SE Holdings LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 220,000 | |||||
Interest Rate | 10% | |||||
Due Date | Jan. 26, 2022 | |||||
Convertible notes payable | $ 220,000 | 220,000 | ||||
Quick Capital LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 33,275 | |||||
Interest Rate | 10% | 10% | ||||
Due Date | Jul. 16, 2021 | |||||
Convertible notes payable | $ 33,275 | 33,275 | ||||
Adar Alef LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 550,000 | |||||
Interest Rate | 10% | |||||
Due Date | Apr. 29, 2022 | |||||
Convertible notes payable | $ 423,378 | 550,000 | ||||
Sixth Street Lending LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 45,750 | |||||
Interest Rate | 10% | |||||
Due Date | Nov. 29, 2022 | |||||
Convertible notes payable | 45,750 | |||||
Sixth Street Lending LLC One [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 55,750 | |||||
Interest Rate | 10% | |||||
Due Date | Feb. 14, 2023 | |||||
Convertible notes payable | $ 55,750 | |||||
1800 Diagonal Lending LLC [Member] | ||||||
CONVERTIBLE NOTES (Details) - Schedule of Convertible Notes Payable [Line Items] | ||||||
Face Amount | $ 55,750 | |||||
Interest Rate | 10% | 10% | ||||
Due Date | May 05, 2023 | May 05, 2023 | ||||
Convertible notes payable | $ 55,750 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | ||
Amount owed to related party | $ 165,274 | $ 149,142 |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Amount owed to related party | $ 18,780 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Jul. 01, 2022 | Jul. 08, 2022 |
Subsequent Event [Line Items] | ||
Maturity date | Jul. 31, 2022 | |
Additional payment (in Dollars) | $ 25,000 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Common stock authorized | 700,000,000 | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Common stock authorized | 2,000,000,000 | |
Board of Directors [Member] | ||
Subsequent Event [Line Items] | ||
Common stock authorized | 2,000,000,000 | |
Preferred stock authorized | 10,000,000 |