Sollensys (SOLS) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-174581
Entity Registrant Name	Sollensys Corp
Entity Central Index Key	0001519177
Entity Tax Identification Number	80-0651816
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2475 Palm Bay Road NE
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Palm Bay
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32905
City Area Code	(866)
Local Phone Number	438-7657
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 Common Stock, Shares Outstanding		104,925,598

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 18,782	$ 592,534
Accounts receivable	187,158	1,718
Inventory	78,000	78,000
Prepaid expenses		60,749
Total current assets	283,940	733,000
Property, plant and equipment, net	2,935,968	2,944,830
Right of use assets	495,538
Other assets	27,994	17,994
Goodwill	200,199	200,199
Intangible assets, net	177,954	194,638
Total assets	4,121,593	4,090,661
Current liabilities:
Accounts payable	116,620	66,268
Accrued expenses	315,065	195,589
Deferred revenue	414,873	437,731
Operating lease liability - current portion	127,055
Related party loans	20,000
Notes payable	2,686,574	2,505,553
Total current liabilities	3,680,187	3,205,141
Notes payable - long term	17,597	19,137
Operating lease liabilities - long term	414,444
Deferred revenue - long term	192,857	205,714
Total liabilities	4,305,085	3,429,991
Commitments and contingencies
Stockholders’ Equity (Deficit):
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021
Common stock, $0.001 par value, 300,000,000 shares authorized; 100,874,486 and 100,715,736 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	100,875	100,716
Additional paid-in capital	9,088,307	8,527,616
Accumulated deficit	(9,372,674)	(7,967,663)
Total stockholders’ equity (deficit)	(183,492)	660,669
Total liabilities and stockholders’ equity (deficit)	$ 4,121,593	$ 4,090,661

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	100,874,486	100,715,736
Common stock, shares outstanding	100,874,486	100,715,736
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 444,096	$ 71,429
Cost of sales	396,656	32,344
Gross margin	47,440	39,085
Operating expenses:
General and administrative expense	1,360,544	563,557
Total operating expenses	1,360,544	563,557
Loss from operations	(1,313,105)	(524,472)
Other income (expense)
Interest expense	(45,945)
Total other income (expense)	(45,945)
Loss before income taxes	(1,359,050)	(524,472)
Provision (benefit) for income taxes
Net loss	$ (1,359,050)	$ (524,472)
Basic and diluted loss per common share	$ (0.01)	$ (0.01)
Weighted-average number of common shares outstanding:
Basic and diluted	100,751,486	99,374,928

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholder's Equity (Deficit) (unaudited) - USD ($)	Preferred Stock Series A [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020		$ 99,355	$ 3,390,213	$ (3,442,078)	$ 47,490
Beginning balance, shares at Dec. 31, 2020		99,354,547
Private placement of common shares		$ 37	111,464		111,501
Private placement of common shares, shares		36,572
Net loss				(524,472)	(524,472)
Ending balance, value at Mar. 31, 2021		$ 99,392	3,501,677	(3,966,550)	(365,481)
Ending balance, shares at Mar. 31, 2021		99,391,119
Beginning balance, value at Dec. 31, 2021		$ 100,716	8,527,616	(7,967,663)	660,669
Beginning balance, shares at Dec. 31, 2021		100,715,736
Impact of the adoption of ASC 842				(45,961)	(45,961)
Private placement of common shares		$ 159	509,842		510,001
Private placement of common shares, shares		158,750
Net loss				(1,359,050)	(1,359,050)
Stock based compensation			50,849		50,849
Ending balance, value at Mar. 31, 2022		$ 100,875	$ 9,088,307	$ (9,372,673)	$ (183,492)
Ending balance, shares at Mar. 31, 2022		100,874,486

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (1,359,050)	$ (524,472)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation	50,849
Depreciation and amortization	41,622
Changes in operating assets and liabilities:
Accounts receivable	(185,440)
Prepaid expenses	60,749
Other assets	(10,000)
Accounts payable	50,353	42,508
Accrued expenses	119,476	71,561
Deferred revenues	(35,715)	191,429
Net cash used in operating activities	(1,267,156)	(218,974)
Cash flows from investing activities
Purchase of fixed assets	(16,077)
Net cash used in investing activities	(16,077)
Cash flows from financing activities:
Proceeds from notes payable	199,960
Payments on notes payable	(20,480)
Proceeds from related party loans	20,000
Proceeds from the sale of common stock	510,001	111,501
Net cash provided by financing activities	709,481	111,501
Net decrease in cash and cash equivalents	(573,752)	(107,473)
Cash and cash equivalents at beginning of period	592,534	129,624
Cash and cash equivalents at end of period	18,782	22,151
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 45,945

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Sollensys Corp (“Sollensys” or the “Company”) was formerly a development stage company, incorporated in Nevada on September 29, 2010, under the name Health Directory, Inc. Eagle Lake Laboratories, Inc (“Eagle Lake”) is a Florida-based science, technology, and engineering solutions corporation offering products that ensure their clients’ data integrity through the collection, storage, and transmission. The Company expects to generate revenue with Eagle’s innovative flagship product, the Blockchain Archive Server™ that can be utilized to protect client data from ransomware. Blockchain technology is a leading-edge tool for data security, providing an added layer of security against data loss due to malware. On October 15, 2021, the Company entered into a Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). The Acquisition closed on December 6, 2021. Abstract Media is a Texas limited liability company formed in October 2011, with the goal of improving user engagement using visualization tools. The Company has evolved into an interactive media and software development company to optimize effective corporate learning, operational workflow and communication using technology in the augmented reality or virtual reality space. Abstract Media conducts its operations from its office location in Houston, Texas. Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Basis of Presentation In the opinion of Sollensys, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of March 31, 2022, the results of its operations for the three months ended March 31, 2022 and 2021 and its cash flows for the three months ended March 31, 2022 and 2021. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Form 10-K for such period. The results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results to be expected for the full fiscal year. The consolidated financial statements of Sollensys include its wholly-owned subsidiaries, Eagle Lake, and Abstract Media. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. Celerit Merger On October 26, 2021, the Company entered into a Merger Agreement (“Merger Agreement”) by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-Solutions Merger Sub”); (iv) Celerit Corporation (“Celerit”); (v) Celerit Solutions Corporation (“Celerit Solutions”); and (vi) Terry Rothwell (collectively, (i)-(v), the “Merger Parties”). On the terms and subject to the conditions set forth in the Merger Agreement, as subsequently amended, and subject further to acceptance of Articles of Merger filed on the Closing Date with the Secretary of State of Arkansas (“SOS AR”), on April 7, 2022 (the “Closing Date”): (i) Celerit merged with and into S-CC Merger Sub (the “Celerit Merger”), and the separate corporate existence of S-CC Merger Sub ceased, with Celerit as the surviving corporation (the “Celerit Surviving Corporation”); and (ii) Celerit Solutions merged with and into S-Solutions Merger Sub (the “Celerit Solutions Merger”), and the separate corporate existence of S-Solutions Merger Sub ceased, with Celerit Solutions as the surviving corporation (the “Celerit Solutions Surviving Corporation”) (the Celerit Merger and Celerit Solutions Merger together, the “Mergers”). On the Closing Date, SS-Merger Sub and S-Solutions Merger Sub filed Articles of Merger with the SOS AR, which are currently pending. By virtue of, and simultaneously with, the Celerit Merger and without any further action (other than the acceptance by the SOS AR of the applicable Articles of Merger or as otherwise required pursuant to applicable law) on the part of the Merger Parties, at the effective time of the Mergers (the “Effective Time”), the Celerit Merger was completed and the Celerit Solutions Merger was completed. Aggregate consideration for the Mergers consisted of (i) $ 2,695,000 4,000,000 10,000 2,695,000 0.0001 June 30, 2022 Real Estate Agreement Terry Rothwell and George Rothwell are the members of CRE Holdings, LLC (“CRE”), the owner of two office buildings, a vacant commercial lot and a condominium. The office buildings are leased by Celerit. The Merger Parties expect that, shortly after the Effective Time, Sollensys, CRE, Terry Rothwell and George Rothwell shall enter into an agreement (the “CRE Agreement”) related to the purchase by Sollensys of the two office buildings, a vacant commercial lot and a condominium, as well as other assets owned by CRE, Terry Rothwell and George Rothwell (the “CRE Transactions”). The purchase price for the CRE properties is $ 3,295,000 50,000 Director Appointments Effective as of the Closing Date, (i) the Sollensys Board of Directors was expanded by one person, and Terry Rothwell was named as a director; (ii) Celerit Surviving Corporation’s board of directors expanded the size of Celerit Surviving Corporation’s board of directors by two persons, and named Messrs. Anthony Nolte and Donald Beavers as directors on the Celerit Surviving Corporation board of directors, while retaining Terry Rothwell as a director; and (iii) Celerit Solutions Surviving Corporation’s board of directors expanded the size of the Celerit Solutions Surviving Corporation Board by two persons, and named Messrs. Nolte and Beavers as directors. Executive Employment Agreements Also as of the Closing Date, Sollensys entered into (i) an employment agreement with Terry Rothwell pursuant to which Terry Rothwell was appointed as the Chief Executive Officer of each of Celerit Surviving Corporation and Celerit Solutions Surviving Corporation (the “Rothwell Employment Agreement”), and (ii) an employment agreement with Ron Harmon pursuant to which he was appointed as the Chief Operating Officer of each of Celerit Surviving Corporation and Celerit Solutions Surviving Corporation (the “Harmon Employment Agreement” and, together with the Rothwell Employment Agreement, the “Employment Agreements”). Rothwell Server Agreement On April 7, 2022, Sollensys entered into the Rothwell Sollensys Blockchain Archive Server Distribution Data Center Agreement (2 Units) with Terry Rothwell and George Rothwell (the “Server Agreement”). The Rothwells together own two units of the Sollensys Blockchain Archive Server Distributive Data Center, each loaded with Sollensys application software (R4 Enterprise) (the “Equipment”). Pursuant to the terms and conditions of the Server Agreement, Sollensys may use the Equipment in exchange for level monthly payments of $100,000 ($50,000 per server) from the servers’ revenue to the Rothwells, payable until both Rothwells are deceased.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of March 31, 2022, the Company had a working capital deficit of $ 3,396,247 (9,372,674) The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its revenues support its operations. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes, right of use assets and liabilities, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Deferred Revenue Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of Accounting Standards Codification (ASC) 606 are considered to be contract liabilities and are classified as deferred revenue on the Company’s consolidated balance sheets. As of March 31, 2022, the current balance of deferred revenue was $ 414,873 and the long-term balance was $ 192,587 compared to $ 437,731 and $ 205,714 respectively at December 31, 2021. Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of March 31, 2022 and December 31 2021, there were no Recently Issued Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02 using the “Comparatives Under 840 Option” approach to transition. Under this method, financial information related to periods prior to adoption will be as originally reported under the previous standard – ASC 840, Leases. The effects of adopting the new standard (ASC 842, Leases) in fiscal 2022 were recognized as a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal first quarter. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification as operating or capital leases. We also elected to combine lease and non-lease components and to exclude short-term leases from our consolidated balance sheets. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of $496 thousand and $541 thousand, respectively. The cumulative impact of these changes increased accumulated deficit by $46 thousand. We expect the impact of adoption to be immaterial to our consolidated statements of operations and consolidated statements of cash flows on an ongoing basis. As part of our adoption, we also modified our control procedures and processes, none of which materially affected our internal control over financial reporting. See Note 9 Leases, for additional information regarding our accounting policy for leases and additional disclosures.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4 – NOTES PAYABLE The Company has a $ 2,500,000 mortgage note payable from the acquisition of a building in Palm Bay, Florida. The terms of the mortgage note payable called for monthly interest only payments of approximately $ 10,000 each through December 2021. Effective January 8, 2022, the mortgage note payable required monthly mortgage payments of principal and interest of $ 16,250 each, at an interest rate of 4.75 % per annum, with a maturity date of December 8, 2024 and a balloon principal payment due of approximately $ 2,270,000 . The mortgage is secured by the underlying real estate all equipment and fixtures owned or subsequently acquired, and 500,000 shares of the Company’s common stock pledged by the Company’s CEO, as well his personal guarantee for the full amount of the mortgage. Additionally, the mortgage note payable provides the lender a due on demand feature at the discretion of the lender. As a result, the Company has recorded the outstanding balance of the note payable as a current liability. At March 31, 2022 and December 31, 2021, the balance outstanding on the mortgage note payable is $ 2,480,869 2,500,000 The Company has a vehicle loan which requires monthly payments of principal and interest in the amount of $ 710 13.1 Additionally as of March 31, 2022 the Company has unsecured demand loans amounting to $ 199,960 6 At March 31, 2022, the aggregate maturities of notes payable for the next five years and thereafter are as follows: Schedule of maturities of notes payable 2022 $ 2,686,574 2023 6,658 2024 7,523 2025 3,416 Total $ 2,704,171

BUSINESS ACQUISITION

BUSINESS ACQUISITION	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITION	NOTE 5 – BUSINESS ACQUISITION On October 15, 2021, the Company entered into a Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). The Acquisition closed on December 6, 2021. Pursuant to the terms of the Agreement, the Company agreed to acquire from the Abstract Media Members all of the membership interests of Abstract Media held by the Abstract Media Members, representing 100% of the membership interests of Abstract Media, in exchange for the issuance by the Company to the Abstract Media Members of (i) shares of the Company’s common stock, plus (ii) $ 15,000 15,000 Pursuant to the terms of the Agreement, on December 6, 2021, the Abstract Media Members assigned their respective membership interests in Abstract Media to the Company, and Abstract Media became a wholly owned subsidiary of the Company. In exchange therefor, on December 6, 2021, the Company issued to the Abstract Media Members an aggregate of 73,244 shares of the Company’s common stock. For the acquisition of Abstract Media, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of Business Acquisitions by Acquisition Contingent Consideration Cash and cash equivalents $ 30,000 Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share 292,976 Net liabilities assumed 77,422 Fair value of total consideration paid $ 400,398 Net assets acquired and liabilities assumed Schedule of assets acquired and liabilities assumed Cash and cash equivalents $ 21,080 Accounts receivable 39,345 Other current assets 19,758 Fixed assets, net 15,467 Total assets $ 95,650 Accounts payable 69,724 Accrued liabilities 103,348 Total liabilities 173,072 Net liabilities assumed $ 77,422 The Company has allocated the fair value of the total consideration paid of $ 400,398 to goodwill of $ 200,199 200,199 to intangible assets with a life of three years. The value of goodwill represents Abstract Media’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill at December 31, 2021. The Company’s accounting for the acquisition of Abstract Media is incomplete. Management is performing a valuation study to calculate the fair value of the acquired intangible assets, which it plans to complete within the one-year measurement period.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS As of March 31, 2022 the balance of intangible assets was $ 177,954 16,683 0 50,049 66,733 61,172

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS During the three months ended March 31, 2022, the Company’s CEO extended an unsecured $ 20,000 During 2021, the Company entered into a contract with a member of management to provide service to them. For that service the member of management paid a deposit of $ 90,000

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCK BASED COMPENSATION	NOTE 8 – STOCK BASED COMPENSATION During 2021, the Company issued 56,365 , free trading common shares to various consultants in lieu of cash payment. The awards were valued at the market price on the date of grant. The shares were valued at $ 310,048 and are amortized and vest ratably over the one year service period that the consultants provided service over. During the three months ended March 31, 2022 the Company expensed $ 50,849 . The remaining unamortized stock based compensation amount of $ 17,750 amortized to expense through August 2022. Of the 56,365 shares issued, 45,274 have vested during 2021, and the remaining 11,091

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
LEASES	NOTE 9 – LEASES Leases The majority of our lease obligations are real estate operating leases from which we conduct our business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. The weighted average remaining lease term is 3.77 12 Schedule of future lease payments Schedule of lease payment 2022 $ 134,581 2023 188,267 2024 157,065 2025 161,777 2026 144,347 Total $ 786,037 Imputed interest (244,538 ) Lease liability $ 541,499

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10 – STOCKHOLDERS’ EQUITY Series A Preferred Stock On March 31, 2022, and December 31, 2021, there were 10,000,000 0 Common Stock The Company has authorized 300,000,000 0.001 100,874,486 100,715,736 During the three months ended March 31, 2022 the Company ● Raised $ 510,001 158,750 During the year ended December 31, 2021 the Company: ● raised $ 4,603,979 1,231,580 ● issued 73,244 292,976 ● issued an aggregate of 56,365 310,048

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes, right of use assets and liabilities, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Deferred Revenue	Deferred Revenue Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of Accounting Standards Codification (ASC) 606 are considered to be contract liabilities and are classified as deferred revenue on the Company’s consolidated balance sheets. As of March 31, 2022, the current balance of deferred revenue was $ 414,873 and the long-term balance was $ 192,587 compared to $ 437,731 and $ 205,714 respectively at December 31, 2021.
Net Loss Per Share	Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of March 31, 2022 and December 31 2021, there were no
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02 using the “Comparatives Under 840 Option” approach to transition. Under this method, financial information related to periods prior to adoption will be as originally reported under the previous standard – ASC 840, Leases. The effects of adopting the new standard (ASC 842, Leases) in fiscal 2022 were recognized as a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal first quarter. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification as operating or capital leases. We also elected to combine lease and non-lease components and to exclude short-term leases from our consolidated balance sheets. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of $496 thousand and $541 thousand, respectively. The cumulative impact of these changes increased accumulated deficit by $46 thousand. We expect the impact of adoption to be immaterial to our consolidated statements of operations and consolidated statements of cash flows on an ongoing basis. As part of our adoption, we also modified our control procedures and processes, none of which materially affected our internal control over financial reporting. See Note 9 Leases, for additional information regarding our accounting policy for leases and additional disclosures.

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of maturities of notes payable	Schedule of maturities of notes payable 2022 $ 2,686,574 2023 6,658 2024 7,523 2025 3,416 Total $ 2,704,171

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions by Acquisition Contingent Consideration	Schedule of Business Acquisitions by Acquisition Contingent Consideration Cash and cash equivalents $ 30,000 Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share 292,976 Net liabilities assumed 77,422 Fair value of total consideration paid $ 400,398
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed Cash and cash equivalents $ 21,080 Accounts receivable 39,345 Other current assets 19,758 Fixed assets, net 15,467 Total assets $ 95,650 Accounts payable 69,724 Accrued liabilities 103,348 Total liabilities 173,072 Net liabilities assumed $ 77,422

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Schedule of lease payment	Schedule of future lease payments Schedule of lease payment 2022 $ 134,581 2023 188,267 2024 157,065 2025 161,777 2026 144,347 Total $ 786,037 Imputed interest (244,538 ) Lease liability $ 541,499

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	Jan. 08, 2022	Oct. 26, 2021	Mar. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Cash consideration		$ 2,695,000
Shares consideration		4,000,000
Additional consideration payment		$ 10,000
Principal amount	$ 16,250
Interest rate	4.75%		6.00%
Maturity date	Dec. 8, 2024
Purchase prie of properties			$ 3,295,000
Rent payment			$ 50,000
Rothwell [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount		$ 2,695,000
Interest rate		0.01%
Maturity date		Jun. 30, 2022

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 3,396,247
Accumulated deficit	$ (9,372,674)	$ (7,967,663)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Deferred Revenue, Current	$ 414,873	$ 437,731
Deferred Revenue, Noncurrent	$ 192,587	$ 205,714
Anti-dilutive shares	0	0

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	Mar. 31, 2022USD ($)
Debt Disclosure [Abstract]
2022	$ 2,686,574
2023	6,658
2024	7,523
2025	3,416
Total	$ 2,704,171

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Jan. 08, 2022	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Investment Building and Building Improvements		$ 2,500,000
Mortgage call monthly interest payments		$ 10,000
Debt Instrument, Face Amount	$ 16,250
Interest rate	4.75%	6.00%
Debt Instrument, Maturity Date	Dec. 8, 2024
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid		$ 2,270,000
Shares pledged by CEO		500,000
Mortgage note payable		$ 2,480,869	$ 2,500,000
Monthly principal payments		$ 710
Debt instrument interest rate		13.10%
Loan		$ 199,960

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details) - USD ($)	Oct. 15, 2021	Mar. 31, 2022
Business Acquisition [Line Items]
Fair value of total consideration paid	$ 15,000	$ 400,398
Abstract Media [Member]
Business Acquisition [Line Items]
Cash and cash equivalents		$ 30,000
Common stock, 73,244 shares of the Company restricted common stock valued at $4.00 per share		292,976
Net liabilities assumed		$ 77,422
Fair value of total consideration paid		$ 400,398

BUSINESS ACQUISITION (Details 1

BUSINESS ACQUISITION (Details 1) - Abstract Media [Member]	Mar. 31, 2022USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 21,080
Accounts receivable	39,345
Other current assets	19,758
Fixed assets, net	15,467
Total assets	95,650
Accounts payable	69,724
Accrued liabilities	103,348
Total liabilities	173,072
Net liabilities assumed	$ 77,422

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - USD ($)	Oct. 15, 2021	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total consideration paid	$ 15,000	$ 400,398
Goodwill		200,199
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 200,199
Membership Interest Exchange Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Additional consideration	$ 15,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 177,954
Amortization of Intangible Assets	16,683	$ 0
Amortization estimated year 2022	50,049
Amortization estimated year 2023	66,733
Amortization estimated year 2024	$ 61,172

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Loan	$ 199,960
Deposit	90,000	$ 90,000
C E O [Member]
Related Party Transaction [Line Items]
Loan	$ 20,000

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 50,849
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 17,750
Shares, Issued	56,365
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares	45,274
Unvested	11,091
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			56,365
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture			$ 310,048

LEASES (Details)

LEASES (Details)	Mar. 31, 2022USD ($)
Leases [Abstract]
2022	$ 134,581
2023	188,267
2024	157,065
2025	161,777
2026	144,347
Total	786,037
Imputed interest	(244,538)
Lease liability	$ 541,499

LEASES (Details Narrative)

LEASES (Details Narrative)	Mar. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	3 years 9 months 7 days
Weighted average discount rate	12.00%

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	100,874,486	100,715,736
Common stock, shares outstanding	100,874,486	100,715,736
Abstract Media [Member]
Class of Stock [Line Items]
Share issued for acquisition		73,244
Share issued for acquisition, value		$ 292,976
Investor [Member]
Class of Stock [Line Items]
Sale of stock, value	$ 510,001	$ 4,603,979
Sale of stock	158,750	1,231,580
Consultants [Member]
Class of Stock [Line Items]
Number of shares issued		56,365
Number of shares issued, value		$ 310,048
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0