Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-167667 | ||
Entity Registrant Name | TWO HANDS CORPORATION | ||
Entity Central Index Key | 0001494413 | ||
Entity Tax Identification Number | 42-1770123 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1035 Queensway East | ||
Entity Address, City or Town | Mississauga | ||
Entity Address, State or Province | ON | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | L4Y 4C1 | ||
City Area Code | 416 | ||
Local Phone Number | 357-0399 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,296,106 | ||
Entity Common Stock, Shares Outstanding | 7,010,000,000 | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 533,295 | $ 21,843 |
Accounts receivable, net | 163,197 | 41,097 |
Taxes receivable | 24,563 | 8,824 |
Inventory | 154,848 | |
Prepaid expense | 732,945 | 891,889 |
Total current assets | 1,608,848 | 963,653 |
Property and equipment, net | 6,974 | 3,444 |
Right-of-use asset | 33,612 | |
Total assets | 1,649,434 | 967,097 |
Current liabilities | ||
Accounts payable and accrued liabilities | 498,428 | 162,536 |
Non-redeemable convertible notes, net | 75,040 | |
Due to related party | 39,985 | 106,928 |
Notes payable | 6,103 | 83,332 |
Convertible note, net | 7,833 | |
Derivative liabilities | 172,261 | |
Right-of-use liability | 8,482 | |
Total current liabilities | 552,998 | 607,930 |
Long-term liabilities | ||
Promissory note | 210,527 | 85,796 |
Promissory notes - related party | 194,485 | |
Non-redeemable convertible notes, net | 517,717 | 766,949 |
Right-of-use liability | 25,130 | |
Total long-term liabilities | 753,374 | 1,047,230 |
Total liabilities | 1,306,372 | 1,655,160 |
Commitments and Contingencies | ||
Temporary equity | ||
Total temporary equity | 4,079,180 | 2,095,857 |
Stockholder's deficit | ||
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 0 issued and outstanding | ||
Common stock; $0.0001 par value; 12,000,000,000 shares authorized, 6,000,000,000 and 695,575,506 shares issued and outstanding, respectively | 600,002 | 69,560 |
Additional paid-in capital | 57,552,415 | 42,703,888 |
Common stock to be issued | 336,000 | 336,000 |
Accumulated other comprehensive income | 4,870 | 0 |
Accumulated deficit | (62,229,405) | (45,893,368) |
Total stockholders' deficit | (3,736,118) | (2,783,920) |
Total liabilities and stockholders' deficit | 1,649,434 | 967,097 |
Series A Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | 595,122 | 33,000 |
Series B Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | 1,564,100 | 1,520,000 |
Series C Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | 1,130,952 | 542,857 |
Series D Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | $ 789,006 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 |
Common stock, shares issued | 6,000,000,000 | 695,575,506 |
Common stock, shares outstanding | 6,000,000,000 | 695,575,506 |
Series A Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 200,000 | 200,000 |
Temporary equity, shares issued | 189,500 | 30,000 |
Temporary equity, shares outstanding | 189,500 | 30,000 |
Series B Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 100,000 | 100,000 |
Temporary equity, shares issued | 21,000 | 4,000 |
Temporary equity, shares outstanding | 21,000 | 4,000 |
Series C Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 30,000 | 30,000 |
Temporary equity, shares issued | 10,000 | 5,000 |
Temporary equity, shares outstanding | 10,000 | 5,000 |
Series D Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 200,000 | 200,000 |
Temporary equity, shares issued | 40,000 | 0 |
Temporary equity, shares outstanding | 40,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 930,096 | $ 159,025 |
Cost of goods sold | 832,816 | 138,405 |
Gross profit | 97,280 | 20,620 |
Operating expenses | ||
General and administrative | 3,267,279 | 5,525,609 |
Total operating expenses | 3,267,279 | 5,525,609 |
Loss from operations | (3,169,999) | (5,504,989) |
Other income (expense) | ||
Amortization of debt discount and interest expense | (357,213) | (239,312) |
Loss on settlement of debt | (12,890,764) | (2,053,055) |
Initial derivative expense | (126,322) | (258,863) |
Change in fair value of derivative liabilities | 208,261 | 390,157 |
Total other income (expense) | (13,166,038) | (2,161,073) |
Net loss | $ (16,336,037) | $ (7,666,062) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.04) |
Weighted average number of common shares outstanding - basic and diluted | 2,820,093,528 | 206,466,594 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 627 | $ 36,857,580 | $ (38,227,306) | $ (1,369,099) | ||
Beginning balance, shares at Dec. 31, 2019 | 6,267,340 | |||||
Stock issued for conversion of non-redeemable convertible notes | $ 31,569 | 1,907,875 | 1,939,444 | |||
Stock issued for conversion of non-redeemable convertible notes, shares | 315,665,264 | |||||
Stock issued for conversion of convertible notes | $ 9,103 | 543,994 | 553,097 | |||
Stock issued for conversion of convertible notes, shares | 91,031,792 | |||||
Stock issued for warrant liability settlement | $ 200 | 111,600 | 111,800 | |||
Stock issued for warrant liability settlement, Shares | 2,000,000 | |||||
Stock issued for prepaid | $ 2,911 | 336,000 | 386,089 | 725,000 | ||
Stock issued for prepaid, shares | 29,111,110 | |||||
Stock issued for consulting | $ 9,750 | 1,015,350 | 1,025,100 | |||
Stock issued for consulting, shares | 97,500,000 | |||||
Stock issued for officer and director compensation | $ 15,400 | 1,881,400 | 1,896,800 | |||
Stock issued for officer and director compensation, shares | 154,000,000 | |||||
Net loss | (7,666,062) | (7,666,062) | ||||
Ending balance, value at Dec. 31, 2020 | $ 69,560 | 336,000 | 42,703,888 | (45,893,368) | (2,783,920) | |
Ending balance, shares at Dec. 31, 2020 | 695,575,506 | |||||
Stock issued for conversion of non-redeemable convertible notes | $ 455,260 | 12,872,448 | 13,327,708 | |||
Stock issued for conversion of non-redeemable convertible notes, shares | 4,552,595,410 | |||||
Stock issued for conversion of convertible notes | $ 21,432 | 531,002 | 552,434 | |||
Stock issued for conversion of convertible notes, shares | 214,329,084 | |||||
Stock issued for the conversion of Series C Stock | $ 25,000 | 540,477 | 565,477 | |||
Stock issued for the conversion of Series C Stock, shares | 250,000,000 | |||||
Stock issued for consulting | $ 24,050 | 785,950 | 810,000 | |||
Stock issued for consulting, shares | 240,500,000 | |||||
Stock issued for officer and director compensation | $ 4,700 | 118,650 | 123,350 | |||
Stock issued for officer and director compensation, shares | 47,000,000 | |||||
Foreign exchange gain | 4,870 | 4,870 | ||||
Net loss | (16,336,037) | (16,336,037) | ||||
Ending balance, value at Dec. 31, 2021 | $ 600,002 | $ 336,000 | $ 57,552,415 | $ 4,870 | $ (62,229,405) | $ (3,736,118) |
Ending balance, shares at Dec. 31, 2021 | 6,000,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (16,336,037) | $ (7,666,062) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Depreciation and amortization | 4,215 | 1,482 |
Bad debts | 20,960 | |
Amortization of prepaid expense | 1,328,317 | 2,135,449 |
Stock-based compensation | 1,043,350 | 2,921,900 |
Amortization of debt discount | 357,213 | 239,312 |
Loss on settlement of debt | 12,890,764 | 2,053,055 |
Initial derivative expense | 126,322 | 258,863 |
Change in fair value of derivative liabilities | (208,261) | (390,157) |
Change in operating assets and liabilities | ||
Accounts and taxes receivable | (159,882) | (38,695) |
Prepaid expense | (15,958) | |
Inventory | (156,376) | |
Accounts payable and accrued liabilities | 549,816 | 170,424 |
Net cash used in operating activities | (555,557) | (314,429) |
Cash flows from investing activities | ||
Purchase of property and equipment | (5,425) | (2,229) |
Net cash used in investing activities | (5,425) | (2,229) |
Cash flow from financing activities | ||
Advances by related party | 135,378 | 100,159 |
Repayment of advances to related party | (127,375) | (86,649) |
Proceeds from notes payable | 15,439 | 152,040 |
Repayments of notes payable | (117,170) | |
Reduction in ROU liability | (2,316) | |
Proceeds from issuance of shares | 789,006 | |
Proceeds from promissory notes | 19,137 | |
Proceeds from non-redeemable convertible | 15,823 | |
Proceeds from convertible notes | 225,000 | 290,000 |
Net cash provided by financing activities | 1,070,092 | 338,380 |
Change in foreign exchange | 2,342 | (172) |
Net change in cash | 511,452 | 21,550 |
Cash, beginning of the period | 21,843 | 293 |
Cash, end of the period | 533,295 | 21,843 |
Cash paid during the year | ||
Interest paid | 448 | |
Income taxes paid | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Stock issued to settle accounts payable and accrued liabilities | 496,222 | |
Stock issued to settle non-redeemable convertible notes | 13,327,708 | 1,939,444 |
Stock issued to settle convertible notes | 552,435 | 553,097 |
Stock issued for prepaids | 1,153,571 | 1,267,857 |
Initial debt discount from derivative | 225,000 | 290,000 |
Stock issued for warrant liability | 111,800 | |
Right-of-use asset | 45,444 | |
Transfer of notes payable to promissory notes | 91,192 | |
Transfer of accounts payable and accrued liabilities to promissory notes | 26,050 | |
Transfer of due to related party to promissory notes | $ 19,572 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Two Hands Corporation (the "Company") was incorporated in the state of Delaware on April 3, 2009 and on July 26, 2016, changed its name from Innovative Product Opportunities Inc. to Two Hands Corporation. The Two Hands application launched on July 2018 and the Two Hands Gone application launched In February 2019. The Company ceased work on these applications in 2021. The gocart.city online consumer grocery delivery application was released in early June 2020 and Cuore Food Services commenced sale of dry goods and produce to other businesses in July 2020. In July 2021, the Company made the strategic decision to focus i) gocart.city is the Company’s online delivery marketplace, allowing consumers to shop online and have their groceries delivered. ii) Grocery Originals is the Company’s brick-and-mortar grocery store located in Mississauga Ontario at the site of the Company’s warehouse. iii) Cuore Food Services is the Company’s wholesale food distribution branch. The operations of the business are carried on by Two Hands Canada Corporation (formerly I8 Interactive Corporation), a wholly-owned subsidiary of the Company, incorporated under the laws of Canada on February 7, 2014. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. COVID-19 The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these consolidated financial statements as a result of this matter. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended December 31, 2021, the Company incurred a net loss of $ 16,336,037 555,557 3,736,118 PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Two Hands Canada Corporation (formerly I8 Interactive Corporation). All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts at December 31, 2021 and 2020 is $ 68,873 0 INVENTORY Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out (“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We recognize revenue for the sale of our products upon delivery to a customer. During the year ended December 31, 2021 and 2020, the Company had revenue of $ 930,096 159,025 161,707 768,389 42,593 112,751 3,681 RESEARCH AND DEVELOPMENT COSTS Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other 0 0 LEASES Under ASC 842, a right-of-use asset and lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases. The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components. Options to extend the leases are not included in the minimum lease terms unless they are reasonably certain to be exercised. The Company leases an automobile under non-cancelable operating lease. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. DERIVATIVE LIABILITY In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. On October 1, 2021, the Company adopted a sequencing policy under Accounting Standards Codification (“ASC”) 815-40-35 Derivatives and Hedging INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. On December 31, 2021 and 2020, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock, Series D Stock and common stock to be issued of 5,919,672,901 8,379,046,549 FOREIGN CURRENCY TRANSLATION The consolidated financial statements are presented in United States dollars. The functional currency of the consolidated entities are determined by evaluating the economic environment each entity. The functional currency of Two Hands Corporation is the United States dollar. Foreign exchange translation adjustments are reported as gains or losses resulting from foreign currency transactions and are included in results of operations. Effective October 1, 2021, the Company changed the functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation (formerly I8 Interactive Corporation), to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet. STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs. The following tables present assets and liabilities that are measured and recognized at fair value as on a recurring basis: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis December 31, 2021 Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — — December 31, 2020 Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 172,261 RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
NON-REDEEMABLE CONVERTIBLE NOTE
NON-REDEEMABLE CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NON-REDEEMABLE CONVERTIBLE NOTES | NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. 42,189 54,193 December 31, 2014 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one-year anniversary of the Note until the Note has been paid in full 2,252 22,524,864 0.0001 890,986 0 376 0 0 On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014 174,252 20 December 31, 2017 0.003 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. 39,612 13,204,000 0.003 6,602 6,602 5,502 0 33,010 33,010 0 On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. 14,930 17,916 December 31, 2018 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. 25,799 257,990,370 0.0001 892,297 0 4,300 0 0 On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017 244,065 292,878 December 31, 2018 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022 1,400 14,000,000 0.0001 58,800 286,957 2,869,570,627 0.0001 7,693,428 84,069 70,291 217,457 217,457 0 420,344 420,344 On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018 45,000 54,000 December 31, 2018 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. 2,000 20,000,000 0.0001 62,000 90,048 900,480,000 0.0001 2,918,242 15,008 12,840 0 75,040 75,040 0 On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. 35,000 42,000 December 31, 2018 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note 40,100 401,000,000 0.0001 846,100 12,096 10,080 32,476 32,476 0 60,480 60,480 0 On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018 40,000 48,000 December 31, 2018 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. 13,824 11,520 82,944 82,944 0 69,120 69,120 0 On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018 106,968 128,362 December 31, 2019 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. f the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. 30,807 25,672 184,841 184,841 0 154,034 154,034 0 On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. 20,885 December 31, 2019 0.0001 The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. 115 1,150,030 0.0001 3,795 35,952 359,517,254 0.0001 1,357,400 5,992 5,012 0 29,960 29,960 On January 20, 2021, the Company entered into a Side Letter Agreement (“Note”) with Francesco Bisignano for cash proceeds of $ 15,823 23,735 23,735 8,823,529 0.0034 2,736 7,912 0 0 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 4 – LEASES The Company entered into an operating lease agreement on October 14, 2021 for an automobile, resulting in the recording of an initial liability and corresponding right-of-use asset of $ 35,906 3.75 3.96 The Company’s operating leases expires in 2025. The following shows the undiscounted cash flows for the remaining years under operating lease at December 31, 2021: Operating Lease Liability Maturity Year ending December 31, Operating Lease Commitments 2022 $ 10,950 2023 10,950 2024 10,950 2025 8,212 Total operating lease commitments 41,062 Less: imputed interest (7,450 ) Total right-of-use liability $ 33,612 The Company’s discounted current right-of-use lease liability and discounted non-current right-of-use lease liability at December 31, 2021 is $ 8,482 25,130 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE As of December 31, 2021 and 2020, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $ 6,103 83,332 During the year ended December 31, 2021, $ 15,439 91,192 During the year ended December 31, 2020, notes payable were issued for $ 137,415 14,626 117,170 |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Promissory Notes | |
PROMISSORY NOTES | NOTE 6 – PROMISSORY NOTES Promissory Notes As of December 31, 2021 and 2020, promissory notes of $ 210,527 186,672 23,855 85,796 76,263 9,533 10 During the year ended December 31, 2021, the Company issued promissory notes of $ 136,379 19,137 91,192 26,050 27,022 Promissory Notes – Related Party As of December 31, 2021 and 2020, promissory notes – related party of $ 0 194,485 172,876 21,609 10 229,885 During the year ended December 31, 2021, the Company issued promissory notes – related party of $ 19,572 3,400 16,172 |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE | NOTE 7 – CONVERTIBLE NOTE Firstfire Global Opportunities Fund, LLC On March 1, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $ 200,000 20,000 5,000 7 September 1, 2020 175,000 The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. 2,695,000 208,285 106,232 94,232 12,000 153,668 48,097 0 0 Power Up Lending Group Ltd. On February 3, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $ 103,000 3,000 8 July 31, 2021 100,000 After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest 29,392,037 145,312 107,120 103,000 4,120 131,380 490 0 0 On April 14, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $ 68,000 3,000 8 October 14, 2021 65,000 After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. 36,290,909 108,885 70,720 68,000 2,720 90,117 9,486 0 0 On July 13, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $ 53,000 3,000 8 July 13, 2021 50,000 After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. 30,622,223 98,262 55,120 64,501 25,604 0 5,274 53,000 1,986 49,712 On September 11, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $ 78,000 3,000 8 March 11, 2022 75,000 After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. 33,050,000 119,865 81,120 89,884 17,437 0 2,559 78,000 1,898 77,339 Crown Bridge Partners, LLC On January 20, 2020, the Company entered into an Equity Purchase Agreement (“Agreement”) with Crown Bridge Partners, LLC, (“Holder”). In conjunction with the Agreement the Company entered into a Convertible Promissory Note (“Note”) for the commitment fee due to the Holder with an original principal amount of $ 25,000 8 July 20, 2020 The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at the Holder’s option at the lessor of (i) at a fixed conversion price of $0.20 per share or (ii) at a variable conversion price, while this Note is outstanding, at the greatest discount to market price of the shares of common stock of the Company in effect for other promissory notes outstanding for the Company. the Note went into default for non-payment. Due to the default, in accordance with the original terms of the Note, 36,720 21,546 10,724 10,822 12 10,400,000 41,600 19,104 26,332 3,825 12,253,846 49,015 18,102 31,829 916 0 0 Redstart Holdings Corp. On February 23, 2021, the Company entered into a Securities Purchase Agreement with Redstart Holdings Corp. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $ 153,000 3,000 8 August 23, 2022 150,000 After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. 83,195,322 228,323 159,120 108,249 40,086 0 Geneva Roth Remark Holdings Inc. On May 27, 2021, the Company entered into a Securities Purchase Agreement with Geneva Roth Remark Holdings Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $ 78,750 3,750 8 May 27, 2022 75,000 After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest 67,461,539 105,985 81,900 52,689 3,667 0 |
CONVERTIBLE PROMISSORY NOTE DER
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Promissory Note Derivative Liabilities | |
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES | NOTE 8 - CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES The Convertible Promissory Notes with Power Up Lending Group Ltd., Redstart Holdings Corp. and Geneva Roth Remark Holdings Inc. with issue dates of July 13, 2020, September 11, 2020, February 23, 2021 and May 27, 2021 are accounted for under ASC 815. The variable conversion price is not considered predominantly based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory note derivative liabilities have been measured at fair value using the binomial model. The inputs into the binomial models are as follows: Fair Value of Convertible Promissory Note Derivative Liabilities December 31, 2019 January 20, 2020 February 3, 2020 April 14, 2020 July 13, September 11, 2020 December 31, 2020 Closing share price $ 0.20 $ 0.18 $ 0.115 $ 0.0559 $ 0.0105 $ 0.0037 $ 0.0031 Conversion price $ 0.0683 $ 0.0488 $ 0.0587 $ 0.0338 $ 0.0068 $ 0.0024 $ 0.0019 Risk free rate 1.60 1.57 1.60 2.40 0.16 0.13 0.09 0.10 Expected volatility 294 351 434 330 294 270 228 284 Dividend yield 0 0 0 0 0 0 0 Expected life 0.67 0.5 1.49 1.5 1.0 1.5 0.53 1.19 February 23, 2021 May 27, 2021 December 2, 2021 Closing share price $ 0.0068 $ 0.0026 $ 0.0014 Conversion price $ 0.0037 $ 0.0017 $ 0.0011 Risk free rate 0.13 0.13 0.08 Expected volatility 276 194 152 Dividend yield 0 0 0 Expected life 1.5 1.0 0.48 The fair value of the convertible promissory note derivative liability relating to the Notes issued to Power Up Lending Group Ltd., Redstart Holdings Corp. and Geneva Roth Remark Holdings Inc on July 13, 2020, September 11, 2020, February 23, 2021 and May 27, 2021 is $ 0 172,261 266,989 225,000 315,000 126,322 258,863 315,322 422,492 208,261 246,098 |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability | |
WARRANT LIABILITY | NOTE 9 – WARRANT LIABILITY In conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC (the “Note”) on March 1, 2019, the Company issued 1,000,000 0.20 2 The inputs into the binomial models are as follows: Fair Value of Warrant Liability December 31, 2019 April 14, 2020 Closing share price $ 0.20 $ 0.0559 Exercise price $ 0.20 $ 0.20 Risk free rate 1.59 1.59 Expected volatility 338 310 Dividend yield 0 0 Expected life 1.17 0.88 The fair value of the warrant liability on December 31, 2019 was $ 185,560 144,059 0 0 On April 14, 2020, the Company issued 2,000,000 111,800 1,000,000 70,299 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS As of December 31, 2021 and 2020, advances and accrued salary of $ 39,985 106,928 135,378 127,375 165,046 222,317 19,572 During the year ended December 31, 2020, the Company issued advances due to related party of $ 94,944 5,215 86,671 During the year ended December 31, 2021, the Company paid Linus Creative Services, a business controlled by Bradley Southam, a director of the Company, $ 10,054 Employment Agreements On September 10, 2019, the Company executed an employment agreement for the period from July 1, 2019 to June 30, 2020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On November 1, 2019, this employment agreement was amended to include additional stock-based compensation comprising of 30,000 shares of Series A Convertible Preferred Stock. On December 20, 2019, January 29, 2020, February 28, 2020, March 30, 2020 and April 30, 2020 the employment agreement was further amended to include additional stock-based compensation comprising of 873,609 shares, 1,000,000 shares, 1,000,000 shares, 2,500,000 shares and 2,000,000 shares of common stock of the Company, respectively. On August 7, 2020, the Company executed an employment agreement for the period from July 1, 2020 to June 30, 2021 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On July 1, 2021, the Company executed an employment agreement for the period from July 1, 2021 to June 30, 2022 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 30,000 shares of Series A Convertible Preferred Stock of the Company, 60,000,000 shares of Common Stock of the Company and an annual salary of $216,000 payable monthly on the first day of each month from available funds, commencing on July 1, 2021. 40,000,000 Stock-based compensation – salaries expense related to these employment agreements for the year ended December 31, 2021 and 2020 is $ 198,850 491,950 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Schedule of Reconciliation of Provision for Income Tax Expenses (Recovery) 2021 2020 Net loss before income taxes per consolidated financial statements $ (16,336,037 ) $ (7,666,062 ) Income tax rate 21 % 21 % Income tax recovery (3,430,600 ) (1,610,000 ) Non-deductible share-based payments 497,400 1,062,100 Non-deductible interest 75,000 50,300 Loss on settlement of debt 2,707,100 431,200 Initial derivative expense 26,500 54,400 Change in fair value of derivative expense (43,100 ) (82,000 ) Valuation allowance change 167,700 94,000 Income tax expense (recovery) $ — $ — The significant component of deferred income tax assets on December 31, 2021 and 2020 is as follows: Schedule of Significant Component of Deferred Income Tax Assets 2021 2020 Net operating loss carry-forward $ 1,060,700 $ 893,000 Valuation allowance (1,060,700 ) (893,000 ) Net deferred income tax asset $ — $ — The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income. As of December 31, 2021 and 2020 the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended December 31, 2021 and 2020 and no interest or penalties have been accrued as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions. The tax years from 2009 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock | |
PREFERRED STOCK | NOTE 12 – PREFERRED STOCK On August 6, 2013, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand ( 200,000 Each share of Series A Stock is (i) convertible into one thousand (1,000) shares of common stock of the Company entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100). On December 12, 2019, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating one hundred thousand ( 100,000 each share of Series B Stock is convertible into one thousand (1,000) shares of common stock of the Company. Series B Stock is non-voting. On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating thirty thousand (30,000) shares as Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Stock”). Each share of Series C Stock (i) has a liquidation value of $100, subject to various anti-dilution protections (ii) is convertible into shares of common stock of the Company six months after the date of issuance at a price of $ 0.002 0.002 On September 1, 2021, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand ( 200,000 Each share of Series D Stock is convertible into one-hundred (100) shares of common stock of the Company six months after the date of issuance. Series D Stock are non-voting. On March 31, 2021, the Company issued 30,000 110,000 3.67 On June 24, 2021, the Company issued 10,000 1,153,571 On July 1, 2021, the Company issued 30,000 110,000 3.67 From September 1, 2021 to September 17, 2021, the Company issued 40,000 789,006 On September 30, 2021, the Company issued 30,000 97,500 3.25 On November 15, 2021, the Company issued 69,500 244,622 3.52 On November 15, 2021, the Company issued 17,000 44,100 2.59 Series A Stock, Series B Stock Series C Stock and Series D Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheet on December 31, 2021 and 2020 because other tainting contracts such as convertible notes have inadequate available authorized shares of the Company for settlement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13 - STOCKHOLDERS' EQUITY Effective January 3, 2022, pursuant to stockholder consent, the Board of Directors authorized an amendment to the Certificate of Incorporation of the Company, as amended, to increase the authorized shares of common stock from 12,000,000,000 The Company is authorized to issue an aggregate of 12,000,000,000 0.0001 1,000,000 During the year ended December 31, 2021, the Company elected to convert $ 516,404 4,552,595,410 13,327,708 12,811,304 During the year ended December 31, 2021, the Holders of the Senior Convertible Notes issued on July 13, 2020, September 11, 2020, February 26, 2021 and May 27, 2021 elected to convert $ 377,260 214,329,084 552,434 79,460 During the year ended December 31, 2021, the Holders of Series C Stock election to convert 5,000 250,000,000 During the year ended December 31, 2021, the Company issued 240,500,000 810,000 During the year ended December 31, 2021, the Company issued 47,000,000 123,350 During the year ended December 31, 2020, the Holders of the Senior Convertible Notes issued on March 1, 2019, January 20, 2020, February 3, 2020 and April 14, 2020 elected to convert $ 302,438 18,840 91,031,792 553,097 53,332 On April 14, 2020, the Company issued 2,000,000 111,800 1,000,000 On May 7, 2020, The Company issued 11,111,111 200,000 During the year ended December 31, 2020, the Company issued 17,999,999 32,000,001 525,000 During the year ended December 31, 2020, the Company issued 97,500,000 1,025,100 During the year ended December 31, 2020, the Company issued 154,000,000 1,896,800 During the year ended December 31, 2020, the Company elected to convert $ 31,569 1,907,875 Common stock to be issued On December 31, 2021 and 2020, the Company had an obligation to issue 32,000,001 336,000 32,000,001 50,000,000 525,000 2021 Stock Incentive Plan On October 1, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2020 Plan, the Board may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units. to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 200,000,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS During the period from January 1, 2022 to March 30, 2022, the Company elected to convert $ 101,000 1,010,000,000 685,000 584,000 On March 26, 2022, the Company agreed to issue 10,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. |
COVID-19 | COVID-19 The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these consolidated financial statements as a result of this matter. |
GOING CONCERN | GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended December 31, 2021, the Company incurred a net loss of $ 16,336,037 555,557 3,736,118 |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Two Hands Canada Corporation (formerly I8 Interactive Corporation). All intercompany transactions and balances have been eliminated in consolidation. |
USE OF ESTIMATES AND ASSUMPTIONS | USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts at December 31, 2021 and 2020 is $ 68,873 0 |
INVENTORY | INVENTORY Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out (“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. |
REVENUE RECOGNITION | REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We recognize revenue for the sale of our products upon delivery to a customer. During the year ended December 31, 2021 and 2020, the Company had revenue of $ 930,096 159,025 161,707 768,389 42,593 112,751 3,681 |
RESEARCH AND DEVELOPMENT COSTS | RESEARCH AND DEVELOPMENT COSTS Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other 0 0 |
LEASES | LEASES Under ASC 842, a right-of-use asset and lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases. The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components. Options to extend the leases are not included in the minimum lease terms unless they are reasonably certain to be exercised. The Company leases an automobile under non-cancelable operating lease. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. |
DEBT DISCOUNT AND DEBT ISSUANCE COSTS | DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. |
DERIVATIVE LIABILITY | DERIVATIVE LIABILITY In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. On October 1, 2021, the Company adopted a sequencing policy under Accounting Standards Codification (“ASC”) 815-40-35 Derivatives and Hedging |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. On December 31, 2021 and 2020, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock, Series D Stock and common stock to be issued of 5,919,672,901 8,379,046,549 |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The consolidated financial statements are presented in United States dollars. The functional currency of the consolidated entities are determined by evaluating the economic environment each entity. The functional currency of Two Hands Corporation is the United States dollar. Foreign exchange translation adjustments are reported as gains or losses resulting from foreign currency transactions and are included in results of operations. Effective October 1, 2021, the Company changed the functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation (formerly I8 Interactive Corporation), to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs. The following tables present assets and liabilities that are measured and recognized at fair value as on a recurring basis: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis December 31, 2021 Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — — December 31, 2020 Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 172,261 |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis December 31, 2021 Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — — December 31, 2020 Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 172,261 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Lease Liability Maturity | Operating Lease Liability Maturity Year ending December 31, Operating Lease Commitments 2022 $ 10,950 2023 10,950 2024 10,950 2025 8,212 Total operating lease commitments 41,062 Less: imputed interest (7,450 ) Total right-of-use liability $ 33,612 |
CONVERTIBLE PROMISSORY NOTE D_2
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Promissory Note Derivative Liabilities | |
Fair Value of Convertible Promissory Note Derivative Liabilities | Fair Value of Convertible Promissory Note Derivative Liabilities December 31, 2019 January 20, 2020 February 3, 2020 April 14, 2020 July 13, September 11, 2020 December 31, 2020 Closing share price $ 0.20 $ 0.18 $ 0.115 $ 0.0559 $ 0.0105 $ 0.0037 $ 0.0031 Conversion price $ 0.0683 $ 0.0488 $ 0.0587 $ 0.0338 $ 0.0068 $ 0.0024 $ 0.0019 Risk free rate 1.60 1.57 1.60 2.40 0.16 0.13 0.09 0.10 Expected volatility 294 351 434 330 294 270 228 284 Dividend yield 0 0 0 0 0 0 0 Expected life 0.67 0.5 1.49 1.5 1.0 1.5 0.53 1.19 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability | |
Fair Value of Warrant Liability | Fair Value of Warrant Liability December 31, 2019 April 14, 2020 Closing share price $ 0.20 $ 0.0559 Exercise price $ 0.20 $ 0.20 Risk free rate 1.59 1.59 Expected volatility 338 310 Dividend yield 0 0 Expected life 1.17 0.88 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Provision for Income Tax Expenses (Recovery) | Schedule of Reconciliation of Provision for Income Tax Expenses (Recovery) 2021 2020 Net loss before income taxes per consolidated financial statements $ (16,336,037 ) $ (7,666,062 ) Income tax rate 21 % 21 % Income tax recovery (3,430,600 ) (1,610,000 ) Non-deductible share-based payments 497,400 1,062,100 Non-deductible interest 75,000 50,300 Loss on settlement of debt 2,707,100 431,200 Initial derivative expense 26,500 54,400 Change in fair value of derivative expense (43,100 ) (82,000 ) Valuation allowance change 167,700 94,000 Income tax expense (recovery) $ — $ — |
Schedule of Significant Component of Deferred Income Tax Assets | Schedule of Significant Component of Deferred Income Tax Assets 2021 2020 Net operating loss carry-forward $ 1,060,700 $ 893,000 Valuation allowance (1,060,700 ) (893,000 ) Net deferred income tax asset $ — $ — |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 172,261 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Net loss | $ 16,336,037 | $ 7,666,062 | |
Net cash used in operating activities | 555,557 | 314,429 | |
Total stockholders' deficit | 3,736,118 | 2,783,920 | $ 1,369,099 |
Allowance for doubtful accounts | 68,873 | 0 | |
Sales | 930,096 | 159,025 | |
Research and development expense | $ 0 | $ 0 | |
Non-Redeemable Convertible Notes, Convertible Notes, Stock Payable And Warrants, Series A B and C [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 5,919,672,901 | 8,379,046,549 | |
Sales [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sales | $ 161,707 | $ 42,593 | |
Sale Of Dry Goods [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sales | $ 768,389 | 112,751 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation methodology | 50% declining balance over a three year useful life | ||
Sales | $ 3,681 |
NON-REDEEMABLE CONVERTIBLE NO_2
NON-REDEEMABLE CONVERTIBLE NOTES (Details Narrative) - USD ($) | Jan. 31, 2019 | Sep. 13, 2018 | May 10, 2018 | Apr. 12, 2018 | Jan. 08, 2018 | Sep. 01, 2016 | Jun. 10, 2014 | Jan. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||
Debt carrying value | $ 0 | $ 0 | ||||||||
Debt face value | $ 23,735 | $ 136,379 | ||||||||
Debt conversion price per share | $ 0.0034 | |||||||||
Value of principal and interest portion of debt converted into shares | $ 496,222 | |||||||||
Conversion of shares | 8,823,529 | |||||||||
Gain (loss) on debt settlement | $ (12,890,764) | (2,053,055) | ||||||||
Interest expense | 7,912 | $ 0 | ||||||||
Principle amount converted | 23,735 | |||||||||
Gain on debt settlement | 6,602 | |||||||||
Cash proceeds | $ 15,823 | |||||||||
Francesco Bisignano [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Loss on debt settelment | 2,736 | |||||||||
Non-Redeemable Convertible Notes Issued To The Cellular Connection Ltd. [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. | |||||||||
Debt carrying value | $ 42,189 | |||||||||
Debt face value | $ 54,193 | |||||||||
Debt maturity date | Dec. 31, 2014 | |||||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | ||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one-year anniversary of the Note until the Note has been paid in full | |||||||||
Value of principal and interest portion of debt converted into shares | $ 2,252 | |||||||||
Gain (loss) on debt settlement | 890,986 | |||||||||
Interest expense | 0 | 376 | ||||||||
Convertible Notes Payable [Member] | Side Letter Agreement With DC Design [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014 | |||||||||
Debt carrying value | $ 0 | $ 33,010 | ||||||||
Debt maturity date | Dec. 31, 2017 | |||||||||
Debt conversion price per share | $ 0.003 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. | |||||||||
Debt issue price | $ 174,252 | |||||||||
Interest rate | 20.00% | |||||||||
Convertible Notes Payable [Member] | SideLetterAgreementWithCellularConnectionLtdDatedJanuaryThirtyOneTwoThousandNineteenMember | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. | |||||||||
Debt carrying value | $ 20,885 | |||||||||
Debt maturity date | Dec. 31, 2019 | |||||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Unamortized discount | $ 0 | |||||||||
Convertible Notes Payable [Member] | Side Letter Agreement With The Cellular Connection Ltd. [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. | |||||||||
Debt carrying value | $ 14,930 | |||||||||
Debt face value | $ 17,916 | |||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | ||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Value of principal and interest portion of debt converted into shares | $ 25,799 | |||||||||
Conversion of shares | 257,990,370 | |||||||||
Gain (loss) on debt settlement | $ 892,297 | |||||||||
Interest expense | $ 0 | $ 4,300 | ||||||||
Convertible Notes Payable [Member] | Side Letter Agreement With Stuart Turk [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017 | |||||||||
Debt carrying value | $ 244,065 | |||||||||
Debt face value | $ 292,878 | |||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022 | |||||||||
Value of principal and interest portion of debt converted into shares | $ 1,400 | |||||||||
Conversion of shares | 14,000,000 | |||||||||
Gain (loss) on debt settlement | $ 58,800 | |||||||||
Convertible Notes Payable [Member] | Side Letter Agreement With Jordan Turk [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt carrying value | $ 0 | $ 75,040 | ||||||||
Debt face value | $ 75,040 | |||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Conversion of shares | 20,000,000 | |||||||||
Gain (loss) on debt settlement | $ 62,000 | |||||||||
Interest expense | $ 15,008 | 12,840 | ||||||||
Unamortized discount | 0 | |||||||||
Convertible Notes Payable [Member] | SideLetterAgreementWithJordanTurkDatedMayTenTwoThousandEighteenMember | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. | |||||||||
Debt carrying value | $ 35,000 | $ 32,476 | 60,480 | |||||||
Debt face value | $ 42,000 | 60,480 | ||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | ||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note | |||||||||
Interest expense | $ 12,096 | 10,080 | ||||||||
Unamortized discount | 0 | 0 | ||||||||
Convertible Notes Payable [Member] | SideLetterAgreementWithJordanTurkDatedSeptemberThirteenTwoThousandEighteenMember | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018 | |||||||||
Debt carrying value | $ 40,000 | 82,944 | 69,120 | |||||||
Debt face value | $ 48,000 | 82,944 | 69,120 | |||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Interest expense | 13,824 | 11,520 | ||||||||
Unamortized discount | 0 | 0 | ||||||||
Convertible Notes Payable [Member] | SideLetterAgreementWithStuartTurkDatedJanuaryThirtyOneTwoThousandNineteenMember | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018 | |||||||||
Debt carrying value | $ 106,968 | 184,841 | 154,034 | |||||||
Debt face value | $ 128,362 | 184,841 | 154,034 | |||||||
Debt maturity date | Dec. 31, 2019 | |||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | f the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. | |||||||||
Interest expense | 30,807 | 25,672 | ||||||||
Unamortized discount | 0 | $ 0 | ||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of shares | 22,524,864 | |||||||||
Gain (loss) on debt settlement | $ 1,907,875 | |||||||||
Non Redeemable Convertible Notes Assigned To D C Design Inc [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). | |||||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With DC Design [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt conversion price per share | $ 0.003 | |||||||||
Conversion of shares | 13,204,000 | |||||||||
Principle amount converted | $ 39,612 | |||||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Stuart Turk [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt carrying value | 217,457 | $ 420,344 | ||||||||
Debt face value | $ 217,457 | 420,344 | ||||||||
Conversion of shares | 2,869,570,627 | |||||||||
Gain (loss) on debt settlement | $ 7,693,428 | |||||||||
Interest expense | 6,602 | 5,502 | ||||||||
Principle amount converted | 286,957 | |||||||||
Less unamortized discount | 0 | |||||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest expense | $ 84,069 | $ 70,291 | ||||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Jordan Turk [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt description | On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018 | |||||||||
Debt carrying value | $ 45,000 | |||||||||
Debt face value | $ 54,000 | |||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | ||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Conversion of shares | 900,480,000 | |||||||||
Gain (loss) on debt settlement | $ 2,918,242 | |||||||||
Principle amount converted | $ 90,048 | $ 2,000 | ||||||||
Non-Redeemable Convertible Notes [Member] | SideLetterAgreementWithJordanTurkDatedMayTenTwoThousandEighteenMember | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of shares | 401,000,000 | |||||||||
Gain (loss) on debt settlement | $ 846,100 | |||||||||
Principle amount converted | $ 40,100 | |||||||||
Non-Redeemable Convertible Notes [Member] | SideLetterAgreementWithCellularConnectionLtdDatedJanuaryThirtyOneTwoThousandNineteenMember | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of shares | 359,517,254 | 1,150,030 | ||||||||
Gain (loss) on debt settlement | $ 1,357,400 | $ 3,795 | ||||||||
Principle amount converted | 35,952 | 115 | ||||||||
Convertible Notes Payables One [Member] | Side Letter Agreement With The Cellular Connection Ltd. [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt carrying value | 0 | 29,960 | ||||||||
Debt face value | 29,960 | |||||||||
Interest expense | 5,992 | $ 5,012 | ||||||||
Convertible Notes Payables One [Member] | Francesco Bisignano [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt carrying value | $ 0 |
LEASES (Details)
LEASES (Details) | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 10,950 |
2023 | 10,950 |
2024 | 10,950 |
2025 | 8,212 |
Total operating lease commitments | 41,062 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (7,450) |
Total right-of-use liability | $ 33,612 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use asset | $ 35,906 | |
Weighted-average lease term | 3 years 9 months | |
Weighted-average discount rate | 3.96% | |
Operating Lease Liability | $ 8,482 | |
Operating lease liability non current | $ 25,130 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Notes Payable, Current | $ 6,103 | $ 83,332 |
Proceeds from notes payable | 15,439 | 152,040 |
Notes Payable, Other Payables [Member] | ||
Short-term Debt [Line Items] | ||
Promissory note issued for expenses | 15,439 | 137,415 |
Proceeds from notes payable | 91,192 | 14,626 |
Notes payable repaid | 117,170 | |
Notes Payable, Other Payables [Member] | Stuart Turk, Jordan Turk And The Cellular Connection Limited, A Corporation Controlled By Stuart Turk [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable, Current | $ 6,103 | $ 83,332 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 20, 2021 | |
Short-term Debt [Line Items] | |||
Promissory notes with principal and interest | $ 136,379 | $ 23,735 | |
Promissory notes - principle | 0 | $ 0 | |
Cash advances | 19,137 | ||
Notes payable settelled | 91,192 | ||
Accounts payable settled | 26,050 | ||
Promissory notes - related party | 194,485 | ||
Promissory Notes - Related Party [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes - related party | 19,572 | ||
Accrued liabilities settled | 3,400 | ||
Expenses paid on behalf of the Company | 16,172 | ||
Series B Convertible Preferred [Member] | |||
Short-term Debt [Line Items] | |||
Accrued interest | 27,022 | ||
Series C Convertible Preferred [Member] | |||
Short-term Debt [Line Items] | |||
Accrued interest | 229,885 | ||
Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes with principal and interest | 210,527 | 85,796 | |
Promissory notes - principle | 186,672 | 76,263 | |
Promissory notes - interest | $ 23,855 | 9,533 | |
Promissory note interest rate | 10.00% | ||
Promissory Notes [Member] | Chief Executive Officer [Member] | |||
Short-term Debt [Line Items] | |||
Promissory notes with principal and interest | $ 0 | 194,485 | |
Promissory notes - principle | 172,876 | ||
Promissory notes - interest | $ 21,609 | ||
Promissory note interest rate | 10.00% |
CONVERTIBLE NOTE (Details Narra
CONVERTIBLE NOTE (Details Narrative) - USD ($) | Dec. 02, 2021 | Aug. 30, 2021 | Mar. 16, 2021 | Feb. 23, 2021 | Jan. 19, 2021 | Oct. 08, 2020 | Sep. 11, 2020 | Aug. 31, 2020 | Jul. 20, 2020 | Jul. 13, 2020 | Apr. 14, 2020 | Feb. 03, 2020 | Jan. 20, 2020 | Mar. 01, 2019 | May 27, 2021 | Aug. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 20, 2021 |
Short-term Debt [Line Items] | |||||||||||||||||||
Debt face value | $ 136,379 | $ 23,735 | |||||||||||||||||
Proceeds from convertible notes | $ 225,000 | $ 290,000 | |||||||||||||||||
No of shares of common stock issued in conversion of debt | 8,823,529 | ||||||||||||||||||
Principal amount of notes converted in stock | $ 496,222 | ||||||||||||||||||
Gain/Loss on settlement of debt | (12,890,764) | (2,053,055) | |||||||||||||||||
Amortization cost | 357,213 | 239,312 | |||||||||||||||||
Debt carrying value | 0 | $ 0 | |||||||||||||||||
ConvertibleDebtOneMember | Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
No of shares of common stock issued in conversion of debt | 33,050,000 | 30,622,223 | |||||||||||||||||
Principal amount of notes converted in stock | $ 81,120 | $ 55,120 | |||||||||||||||||
Convertible Note [Member] | Securities Purchase Agreement With Redstart Holdings Corp [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt maturity date | Aug. 23, 2022 | ||||||||||||||||||
Proceeds from convertible notes | $ 150,000 | ||||||||||||||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||||||||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | ||||||||||||||||||
No of shares of common stock issued in conversion of debt | 83,195,322 | ||||||||||||||||||
Fair value of stock issued in conversion of debt | $ 228,323 | 119,865 | 98,262 | ||||||||||||||||
Principal amount of notes converted in stock | $ 159,120 | ||||||||||||||||||
Settlement of derivative liabilities | 89,884 | $ 108,249 | 64,501 | ||||||||||||||||
Gain/Loss on settlement of debt | $ 17,437 | 40,086 | $ 25,604 | ||||||||||||||||
Convertible Note [Member] | Securities Purchase Agreement With Geneva Roth Remark Holdings Inc. [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt face value | $ 78,750 | ||||||||||||||||||
Transaction costs | 3,000 | $ 3,750 | |||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||
Debt maturity date | May 27, 2022 | ||||||||||||||||||
Proceeds from convertible notes | $ 75,000 | ||||||||||||||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date | ||||||||||||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest | ||||||||||||||||||
No of shares of common stock issued in conversion of debt | 67,461,539 | ||||||||||||||||||
Fair value of stock issued in conversion of debt | $ 105,985 | ||||||||||||||||||
Principal amount of notes converted in stock | 81,900 | ||||||||||||||||||
Settlement of derivative liabilities | 52,689 | ||||||||||||||||||
Gain/Loss on settlement of debt | $ 3,667 | ||||||||||||||||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Convertible Debt [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt face value | $ 200,000 | ||||||||||||||||||
Original issue discount | 20,000 | ||||||||||||||||||
Transaction costs | $ 5,000 | ||||||||||||||||||
Interest rate | 7.00% | ||||||||||||||||||
Debt maturity date | Sep. 1, 2020 | ||||||||||||||||||
Proceeds from convertible notes | $ 175,000 | ||||||||||||||||||
Debt conversion terms | The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||||||||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. | ||||||||||||||||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Convertible Debt [Member] | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
No of shares of common stock issued in conversion of debt | 2,695,000 | ||||||||||||||||||
Fair value of stock issued in conversion of debt | $ 208,285 | ||||||||||||||||||
Promissory notes to settle notes payable | 106,232 | ||||||||||||||||||
Principal amount of notes converted in stock | 94,232 | ||||||||||||||||||
Promissory notes - interest | 12,000 | ||||||||||||||||||
Settlement of derivative liabilities | 153,668 | ||||||||||||||||||
Gain/Loss on settlement of debt | 48,097 | ||||||||||||||||||
Amortization cost | $ 0 | 0 | |||||||||||||||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | Convertible Debt [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt face value | $ 103,000 | ||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||
Debt maturity date | Jul. 31, 2021 | ||||||||||||||||||
Proceeds from convertible notes | $ 65,000 | $ 100,000 | |||||||||||||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||||||||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest | ||||||||||||||||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | Convertible Debt [Member] | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
No of shares of common stock issued in conversion of debt | 29,392,037 | ||||||||||||||||||
Fair value of stock issued in conversion of debt | $ 145,312 | ||||||||||||||||||
Promissory notes to settle notes payable | 107,120 | ||||||||||||||||||
Principal amount of notes converted in stock | 103,000 | ||||||||||||||||||
Promissory notes - interest | 4,120 | ||||||||||||||||||
Settlement of derivative liabilities | 131,380 | ||||||||||||||||||
Gain/Loss on settlement of debt | $ 490 | ||||||||||||||||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | ConvertibleDebtOneMember | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt face value | $ 78,000 | $ 53,000 | 68,000 | ||||||||||||||||
Transaction costs | $ 3,000 | $ 3,000 | $ 3,000 | ||||||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Debt maturity date | Mar. 11, 2022 | Jul. 13, 2021 | Oct. 14, 2021 | ||||||||||||||||
Proceeds from convertible notes | $ 75,000 | $ 50,000 | |||||||||||||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date | ||||||||||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | ||||||||||||||||
No of shares of common stock issued in conversion of debt | 36,290,909 | ||||||||||||||||||
Fair value of stock issued in conversion of debt | $ 108,885 | ||||||||||||||||||
Promissory notes to settle notes payable | 70,720 | ||||||||||||||||||
Principal amount of notes converted in stock | 68,000 | ||||||||||||||||||
Promissory notes - interest | 2,720 | ||||||||||||||||||
Settlement of derivative liabilities | 90,117 | ||||||||||||||||||
Gain/Loss on settlement of debt | 9,486 | ||||||||||||||||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | ConvertibleDebtTwoMember | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | 5,274 | |||||||||||||||||
Debt carrying value | 53,000 | ||||||||||||||||||
Accrued interest | 1,986 | ||||||||||||||||||
Unamortized discount | 49,712 | ||||||||||||||||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | ConvertibleDebtThreeMember | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | 2,559 | |||||||||||||||||
Debt carrying value | 78,000 | ||||||||||||||||||
Accrued interest | 1,898 | ||||||||||||||||||
Unamortized discount | 77,339 | ||||||||||||||||||
Power Up Lending Group Ltd [Member] | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | ||||||||||||||||||
Power Up Lending Group Ltd [Member] | Convertible Debt [Member] | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | ||||||||||||||||||
Power Up Lending Group Ltd [Member] | ConvertibleDebtOneMember | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | 0 | |||||||||||||||||
Equity Purchase Agreement With Crown Bridge Partners, LLC [Member] | ConvertibleDebtOneMember | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt face value | $ 153,000 | $ 36,720 | $ 25,000 | ||||||||||||||||
Interest rate | 8.00% | 12.00% | 8.00% | ||||||||||||||||
Debt maturity date | Jul. 20, 2020 | ||||||||||||||||||
Debt conversion terms | The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at the Holder’s option at the lessor of (i) at a fixed conversion price of $0.20 per share or (ii) at a variable conversion price, while this Note is outstanding, at the greatest discount to market price of the shares of common stock of the Company in effect for other promissory notes outstanding for the Company. | ||||||||||||||||||
Debt payment terms | the Note went into default for non-payment. Due to the default, in accordance with the original terms of the Note, | ||||||||||||||||||
No of shares of common stock issued in conversion of debt | 12,253,846 | 10,400,000 | |||||||||||||||||
Fair value of stock issued in conversion of debt | $ 49,015 | $ 41,600 | |||||||||||||||||
Promissory notes to settle notes payable | 18,102 | 19,104 | |||||||||||||||||
Principal amount of notes converted in stock | $ 10,724 | ||||||||||||||||||
Settlement of derivative liabilities | 31,829 | 26,332 | 10,822 | ||||||||||||||||
Gain/Loss on settlement of debt | $ 916 | $ 3,825 | $ 21,546 | ||||||||||||||||
Equity Purchase Agreement With Crown Bridge Partners, LLC [Member] | ConvertibleDebtOneMember | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | $ 0 | |||||||||||||||||
Securities Purchase Agreement With Redstart Holdings Corp [Member] | ConvertibleDebtOneMember | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | 0 | ||||||||||||||||||
Securities Purchase Agreement With Geneva Roth Remark Holdings Inc. [Member] | ConvertibleDebtOneMember | Common Stock [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortization cost | $ 0 |
Convertible Promissory Note D_3
Convertible Promissory Note Derivative Liabilities (Details) - $ / shares | Dec. 02, 2021 | Sep. 11, 2020 | Jul. 13, 2020 | Apr. 14, 2020 | Feb. 03, 2020 | May 27, 2021 | Feb. 23, 2021 | Jan. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Conversion price | $ 0.0034 | ||||||||||
Derivative Financial Instruments, Liabilities [Member] | Convertible Debt [Member] | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Closing share price | $ 0.0014 | $ 0.0037 | $ 0.0105 | $ 0.0559 | $ 0.115 | $ 0.0026 | $ 0.0068 | $ 0.18 | $ 0.0031 | $ 0.20 | |
Conversion price | $ 0.0011 | $ 0.0024 | $ 0.0068 | $ 0.0338 | $ 0.0587 | $ 0.0017 | $ 0.0037 | $ 0.0488 | $ 0.0019 | $ 0.0683 | |
Risk free rate | 0.08% | 0.13% | 0.16% | 2.40% | 1.60% | 0.13% | 0.13% | 1.57% | 1.60% | ||
Expected volatility | 152.00% | 270.00% | 294.00% | 330.00% | 434.00% | 194.00% | 276.00% | 351.00% | 294.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Expected life | 5 months 23 days | 1 year 6 months | 1 year | 1 year 6 months | 1 year 5 months 26 days | 1 year | 1 year 6 months | 6 months | 8 months 1 day | ||
Derivative Financial Instruments, Liabilities [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Risk free rate | 0.09% | ||||||||||
Expected volatility | 228.00% | ||||||||||
Expected life | 6 months 10 days | ||||||||||
Derivative Financial Instruments, Liabilities [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Risk free rate | 0.10% | ||||||||||
Expected volatility | 284.00% | ||||||||||
Expected life | 1 year 2 months 8 days |
CONVERTIBLE PROMISSORY NOTE D_4
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Initial derivative expense | $ 26,500 | $ 54,400 | |
Change in fair value of derivative liabilities | 208,261 | 390,157 | |
Securities Purchase Agreement With Power Up Lending Group Ltd And Redstart Holdings Corp [Member] | Convertible Notes [Member] | Derivative Financial Instruments Liabilitie [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Derivative liabilities | 0 | 172,261 | $ 266,989 |
Debt discount | 225,000 | 315,000 | |
Initial derivative expense | 126,322 | 258,863 | |
Settlement of derivative liabilities | 315,322 | 422,492 | |
Change in fair value of derivative liabilities | $ 208,261 | $ 246,098 |
Warrant Liability (Details)
Warrant Liability (Details) - Warrant [Member] - $ / shares | Apr. 14, 2020 | Dec. 31, 2019 |
Closing share price | $ 0.0559 | $ 0.20 |
Exercise price | $ 0.20 | $ 0.20 |
Risk free rate | 1.59% | 1.59% |
Expected volatility | 310.00% | 338.00% |
Dividend yield | 0.00% | 0.00% |
Expected life | 10 months 17 days | 1 year 2 months 1 day |
WARRANT LIABILITY (Details Narr
WARRANT LIABILITY (Details Narrative) - USD ($) | Apr. 14, 2020 | Mar. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Offsetting Assets [Line Items] | |||||
Change in fair value of derivative liabilities | $ 208,261 | $ 390,157 | |||
Common stock issued for compensation, value | 123,350 | 1,896,800 | |||
Warrant [Member] | |||||
Offsetting Assets [Line Items] | |||||
Warrant liability | 0 | $ 0 | $ 185,560 | ||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Convertible Debt [Member] | |||||
Offsetting Assets [Line Items] | |||||
Change in fair value of derivative liabilities | $ 2,000,000 | ||||
Common stock issued for compensation, shares | 111,800 | ||||
Common stock issued for compensation, value | $ 1,000,000 | ||||
Issuance of warrant in conjuction | 70,299 | ||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Warrant [Member] | |||||
Offsetting Assets [Line Items] | |||||
No of warrants issued | 1,000,000 | ||||
Exercise price of warrants | $ 0.20 | ||||
Term of warrants | 2 years | ||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Warrant [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Offsetting Assets [Line Items] | |||||
Change in fair value of derivative liabilities | $ 144,059 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 07, 2020 | Dec. 20, 2019 | Nov. 01, 2019 | Sep. 10, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 39,985 | $ 106,928 | ||||
Advances to related party for expenses | 135,378 | 94,944 | ||||
Stock issued for officer and director compensation, value | 123,350 | 1,896,800 | ||||
Cash received from related party | 5,215 | |||||
Stock based compensation - salaries | 1,043,350 | 2,921,900 | ||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repaid adavance from related party | 127,375 | 86,671 | ||||
Accrued salary | 165,046 | |||||
Settlement of accrued compensation | $ 19,572 | |||||
Chief Executive Officer [Member] | Employment Agreement Dated September 10, 2019 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Employment agreement description | On December 20, 2019, January 29, 2020, February 28, 2020, March 30, 2020 and April 30, 2020 the employment agreement was further amended to include additional stock-based compensation comprising of 873,609 shares, 1,000,000 shares, 1,000,000 shares, 2,500,000 shares and 2,000,000 shares of common stock of the Company, respectively. | On November 1, 2019, this employment agreement was amended to include additional stock-based compensation comprising of 30,000 shares of Series A Convertible Preferred Stock. | On September 10, 2019, the Company executed an employment agreement for the period from July 1, 2019 to June 30, 2020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. | |||
Chief Executive Officer [Member] | Employment Agreement Dated August 07, 2020 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Employment agreement description | On August 7, 2020, the Company executed an employment agreement for the period from July 1, 2020 to June 30, 2021 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. | |||||
Chief Executive Officer [Member] | Employment Agreement Dated July 1, 2021 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Employment agreement description | On July 1, 2021, the Company executed an employment agreement for the period from July 1, 2021 to June 30, 2022 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 30,000 shares of Series A Convertible Preferred Stock of the Company, 60,000,000 shares of Common Stock of the Company and an annual salary of $216,000 payable monthly on the first day of each month from available funds, commencing on July 1, 2021. | |||||
Common stock shares issuable | 40,000,000 | |||||
Chief Executive Officer [Member] | Employment Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock based compensation - salaries | $ 198,850 | $ 491,950 | ||||
Chief Executive Officer [Member] | Class A Convertible Preferred Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued for officer and director compensation, value | 222,317 | |||||
Bradley Southam [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for services | $ 10,054 |
Income Taxes (Schedule Of Recon
Income Taxes (Schedule Of Reconciliation Of Provision For Income Tax Expenses (Recovery)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net loss before income taxes per consolidated financial statements | $ (16,336,037) | $ (7,666,062) |
Income tax rate | 21.00% | 21.00% |
Income tax recovery | $ (3,430,600) | $ (1,610,000) |
Non-deductible share-based payments | 497,400 | 1,062,100 |
Non-deductible interest | 75,000 | 50,300 |
Loss on settlement of debt | 2,707,100 | 431,200 |
Initial derivative expense | 26,500 | 54,400 |
Change in fair value of derivative expense | (43,100) | (82,000) |
Valuation allowance change | 167,700 | 94,000 |
Income tax expense (recovery) |
Income Taxes (Schedule Of Signi
Income Taxes (Schedule Of Significant Component Of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 1,060,700 | $ 893,000 |
Valuation allowance | (1,060,700) | (893,000) |
Net deferred income tax asset |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | Dec. 12, 2019 | Aug. 06, 2013 | Nov. 15, 2021 | Sep. 17, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 24, 2021 | Dec. 31, 2020 | Oct. 07, 2020 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Conversion price | $ 0.0034 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 200,000 | |||||||||
Preferred stock, convertible terms | Each share of Series A Stock is (i) convertible into one thousand (1,000) shares of common stock of the Company | |||||||||
Preferred stock, voting rights | entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100). | |||||||||
Share price | $ 3.52 | $ 3.67 | $ 3.25 | |||||||
Stock issued | 69,500 | 30,000 | 30,000 | |||||||
Fair value of stock issued in conversion of debt | $ 244,622 | $ 110,000 | $ 97,500 | |||||||
Series A Preferred Stock [Member] | July 1, 2021 [Member] | ||||||||||
Share price | $ 3.67 | |||||||||
Stock issued | 30,000 | |||||||||
Fair value of stock issued in conversion of debt | $ 110,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 100,000 | |||||||||
Preferred stock, convertible terms | each share of Series B Stock is convertible into one thousand (1,000) shares of common stock of the Company. | |||||||||
Preferred stock, voting rights | Series B Stock is non-voting. | |||||||||
Share price | $ 2.59 | |||||||||
Stock issued | 17,000 | |||||||||
Fair value of stock issued in conversion of debt | $ 44,100 | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Share price | $ 0.002 | |||||||||
Conversion price | $ 0.002 | |||||||||
Stock issued | 10,000 | |||||||||
Prepaid advertising expense | $ 1,153,571 | |||||||||
Series D Preferred Stock [Member] | September 1, 2021 [Member] | ||||||||||
Preferred stock, shares authorized | 200,000 | |||||||||
Preferred stock, convertible terms | Each share of Series D Stock is convertible into one-hundred (100) shares of common stock of the Company six months after the date of issuance. | |||||||||
Preferred stock, voting rights | Series D Stock are non-voting. | |||||||||
Convertible Preferred stock issued during the period | 40,000 | |||||||||
Proceeds from issuance of Convertible Preferred stock | $ 789,006 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | May 07, 2020 | Apr. 14, 2020 | Apr. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 03, 2022 |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | ||||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Principal amount of notes converted in stock | $ 496,222 | |||||
Debt converted into common stock, shares | 8,823,529 | |||||
Loss on settlement of debt | $ (12,890,764) | (2,053,055) | ||||
Common stock issued for services, value | 810,000 | 1,025,100 | ||||
Stock issued for officer and director compensation, value | $ 123,350 | $ 1,896,800 | ||||
October 1, 2021 [Member] | 2021 Stock Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Maximum number of common stock issuable | 200,000,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for services, shares | 240,500,000 | 97,500,000 | ||||
Common stock issued for services, value | $ 24,050 | $ 9,750 | ||||
Common stock issued for compensation, shares | 47,000,000 | 154,000,000 | ||||
Stock issued for officer and director compensation, value | $ 4,700 | $ 15,400 | ||||
Obligation to issue shares of common stock | 2,000,000 | 2,000,000 | ||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for services, shares | 50,000,000 | |||||
Common stock issued for services, value | $ 525,000 | |||||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares converted units | 5,000 | |||||
Common stock shares issued upon conversion of preferred stock | 250,000,000 | |||||
Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Principal amount of notes converted in stock | $ 516,404 | |||||
Debt converted into common stock, shares | 4,552,595,410 | |||||
Fair value of stock issued in conversion of debt | $ 13,327,708 | |||||
Loss on settlement of debt | 12,811,304 | |||||
Senior Convertible Note - July 13, 2020 And September 11, 2020 and February 26, 2021 and May 27, 2021 [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Principal amount of notes converted in stock | $ 377,260 | |||||
Debt converted into common stock, shares | 214,329,084 | |||||
Fair value of stock issued in conversion of debt | $ 552,434 | |||||
Loss on settlement of debt | $ 79,460 | |||||
Settlement Of Stock Payable [Member] | Officer And Directors [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for compensation, shares | 154,000,000 | |||||
Stock issued for officer and director compensation, value | $ 1,896,800 | |||||
Settlement Of Stock Payable [Member] | Consulting Services [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for services, shares | 32,000,001 | |||||
Common stock issued for services, value | $ 525,000 | |||||
Obligation to issue shares of common stock | 17,999,999 | |||||
Settlement Of Stock Payable [Member] | Consultant [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for services, shares | 97,500,000 | |||||
Common stock issued for services, value | $ 1,025,100 | |||||
Settlement Of Stock Payable [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for compensation, shares | 11,111,111 | |||||
Stock issued for officer and director compensation, value | $ 200,000 | |||||
Settlement Of Stock Payable [Member] | Common Stock [Member] | Officer And Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for compensation, shares | 47,000,000 | |||||
Stock issued for officer and director compensation, value | $ 123,350 | |||||
Settlement Of Stock Payable [Member] | Common Stock [Member] | Consulting Services [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for services, shares | 240,500,000 | |||||
Common stock issued for services, value | $ 810,000 | |||||
Senior Convertible Note - March 1, 2019, January 20, 2020, February 3, 2020 and April 14, 2020 [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Principal amount of notes converted in stock | $ 302,438 | |||||
Debt converted into common stock, shares | 91,031,792 | |||||
Fair value of stock issued in conversion of debt | $ 553,097 | |||||
Loss on settlement of debt | 53,332 | |||||
Interest | 18,840 | |||||
Convertible Debt [Member] | Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for compensation, shares | 111,800 | |||||
Stock issued for officer and director compensation, value | $ 1,000,000 | |||||
Convertible Debt [Member] | Common Stock [Member] | Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Principal amount of notes converted in stock | $ 94,232 | |||||
Debt converted into common stock, shares | 2,695,000 | |||||
Fair value of stock issued in conversion of debt | $ 208,285 | |||||
Loss on settlement of debt | $ 48,097 | |||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt converted into common stock, shares | 22,524,864 | |||||
Loss on settlement of debt | $ 1,907,875 | |||||
Principal amount of notes converted in stock | $ 31,569 | |||||
Stock Based Compensation [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Obligation to issue shares of common stock | 32,000,001 | |||||
Stock Based Compensation [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued for officer and director compensation, value | $ 336,000 | $ 336,000 | ||||
Obligation to issue shares of common stock | 32,000,001 | 32,000,001 | ||||
Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 12,000,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 26, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Loss on settlement of debt | $ (12,890,764) | $ (2,053,055) | ||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares issued during the period | $ 10,500 | |||
Non-redeemable convertible notes | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Fair value of stock issued in conversion of debt | $ 101,000 | |||
Common stock issued upon conversion of debt | 1,010,000,000 | |||
Fair value of common stock issued | $ 685,000 | |||
Loss on settlement of debt | $ 584,000 |