Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54464 | |
Entity Registrant Name | THUNDER ENERGIES CORPORATION | |
Entity Central Index Key | 0001524872 | |
Entity Tax Identification Number | 45-1967797 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 3017 Greene St. | |
Entity Address, City or Town | Hollywood | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33020 | |
City Area Code | 786 | |
Local Phone Number | 686 0231 | |
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 | 76,340,735 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 6,243 | $ 97,503 |
Accounts receivable, net of allowance of $100,000 and $14,350, respectively | 135,507 | 68,403 |
Inventories, net | 100,800 | 168,470 |
Prepaid expenses | 50,000 | 202,050 |
Total current assets | 292,550 | 536,426 |
Property and equipment, net | 135,316 | 164,938 |
Intangible assets, net | 64,100 | 71,855 |
Operating lease right-of-use assets, net | 359,530 | 461,695 |
Other assets | 24,799 | 24,799 |
Total assets | 876,295 | 1,259,713 |
Current liabilities: | ||
Accounts payable | 142,894 | 152,146 |
Due to related party | 242,487 | 485,487 |
Loan payable to shareholder | 1,805 | 68,405 |
Customer advance payments | 67,098 | 522,258 |
Derivative liability | 120,930 | 124,180 |
Convertible notes payable, net of discount of $0 and $24,730, respectively | 168,766 | 144,036 |
Current portion of operating lease liabilities | 217,797 | 207,762 |
Accrued interest | 828,689 | 374,443 |
Other current liabilities | 13,381 | 26,997 |
Total current liabilities | 1,803,847 | 2,105,714 |
Long-term liabilities: | ||
Convertible notes payable, net of discount of $523,780 and $727,096, respectively | 296,220 | 92,904 |
Long term notes payable | 350,000 | 201,035 |
Operating lease liabilities net of current portion | 150,708 | 260,931 |
Total long-term liabilities | 796,928 | 554,870 |
Total liabilities | 2,600,775 | 2,660,584 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Common stock: $0.001 par value 900,000,000 authorized; 76,340,735 and 76,340,735 shares issued and outstanding, respectively | 76,340 | 76,340 |
Additional paid-in-capital | (879,312) | (879,312) |
Accumulated deficit | (971,523) | (647,914) |
Total stockholders' deficit | (1,724,480) | (1,400,871) |
Total liabilities and stockholders' deficit | 876,295 | 1,259,713 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock value | 50,000 | 50,000 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock value | 5 | 5 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock value | $ 10 | $ 10 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, net of allowance | $ 100,000 | $ 14,350 |
Unamortized discount, current | 0 | 24,730 |
Unamortized discount, noncurrent | $ 523,780 | $ 727,096 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 76,340,735 | 76,340,735 |
Common stock, shares outstanding | 76,340,735 | 76,340,735 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 50,000,000 | 50,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock, shares outstanding | 5,000 | 5,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,852,431 | $ 4,316,768 | $ 3,443,682 | $ 5,280,730 |
Cost of sales | 628,694 | 3,009,514 | 1,375,880 | 3,359,480 |
Gross Profit | 1,223,737 | 1,307,254 | 2,067,802 | 1,921,250 |
Operating expenses: | ||||
Advertising and marketing expenses | 201,382 | 54,902 | 351,967 | 173,645 |
General and administrative | 748,470 | 595,365 | 1,360,402 | 896,900 |
Total operating expenses | 949,852 | 650,267 | 1,712,369 | 1,070,545 |
Profit from operations | 273,885 | 656,987 | 355,433 | 850,705 |
Other expense (income): | ||||
Change in derivative liability | 600 | 0 | (3,250) | 0 |
Accretion of debt discount | 109,566 | 0 | 228,046 | 0 |
Interest expense | 272,797 | 20,290 | 454,246 | 29,977 |
Other expense | 0 | 0 | 0 | 4,500 |
Other income | 0 | (7,000) | 0 | (7,000) |
Total other expense | 382,963 | 13,290 | 679,042 | 27,477 |
(Loss) profit before income taxes | (109,078) | 643,697 | (323,609) | 823,228 |
Income taxes | 0 | 0 | 0 | 0 |
Net (loss) profit | $ (109,078) | $ 643,697 | $ (323,609) | $ 823,228 |
Net (loss) profit per share, basic and diluted | $ 0 | $ 0.05 | $ 0 | $ 0.07 |
Weighted average number of shares outstanding | ||||
Basic and diluted | 76,340,735 | 11,757,083 | 76,340,735 | 11,601,668 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - USD ($) | Membersequity [Member] | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ (97,312) | $ (97,312) | ||||||
Beginning balance, shares at Dec. 31, 2019 | ||||||||
Acquisition of common shares in exchange for due to related party | (750,000) | (750,000) | ||||||
Members' distribution | (32,011) | (32,011) | ||||||
Net income | ||||||||
Net loss | 179,531 | 179,531 | ||||||
Balance as at June 30, 2021 at Mar. 31, 2020 | (782,011) | 82,219 | (699,792) | |||||
Ending balance, shares at Mar. 31, 2020 | ||||||||
Beginning balance, value at Dec. 31, 2019 | (97,312) | (97,312) | ||||||
Beginning balance, shares at Dec. 31, 2019 | ||||||||
Net income | 823,228 | |||||||
Balance as at June 30, 2021 at Jun. 30, 2020 | $ (1,477,691) | 725,916 | (751,775) | |||||
Ending balance, shares at Jun. 30, 2020 | ||||||||
Beginning balance, value at Mar. 31, 2020 | $ (782,011) | 82,219 | (699,792) | |||||
Beginning balance, shares at Mar. 31, 2020 | ||||||||
Members' distribution | (695,680) | (695,680) | ||||||
Net income | 643,697 | |||||||
Net loss | 643,697 | 643,697 | ||||||
Balance as at June 30, 2021 at Jun. 30, 2020 | $ (1,477,691) | 725,916 | (751,775) | |||||
Ending balance, shares at Jun. 30, 2020 | ||||||||
Beginning balance, value at Dec. 31, 2020 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | (879,312) | (647,914) | (1,400,871) | |
Beginning balance, shares at Dec. 31, 2020 | 50,000,000 | 5,000 | 10,000 | 76,340,735 | ||||
Net loss | (214,531) | (214,531) | ||||||
Balance as at June 30, 2021 at Mar. 31, 2021 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | (879,312) | (862,445) | (1,615,402) | |
Ending balance, shares at Mar. 31, 2021 | 50,000,000 | 5,000 | 10,000 | 76,340,735 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | (879,312) | (647,914) | (1,400,871) | |
Beginning balance, shares at Dec. 31, 2020 | 50,000,000 | 5,000 | 10,000 | 76,340,735 | ||||
Net income | (323,609) | |||||||
Balance as at June 30, 2021 at Jun. 30, 2021 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | (879,312) | (971,523) | (1,724,480) | |
Ending balance, shares at Jun. 30, 2021 | 50,000,000 | 5,000 | 10,000 | 76,340,735 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | (879,312) | (862,445) | (1,615,402) | |
Beginning balance, shares at Mar. 31, 2021 | 50,000,000 | 5,000 | 10,000 | 76,340,735 | ||||
Net income | (109,078) | |||||||
Net loss | (109,078) | (109,078) | ||||||
Balance as at June 30, 2021 at Jun. 30, 2021 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | $ (879,312) | $ (971,523) | $ (1,724,480) | |
Ending balance, shares at Jun. 30, 2021 | 50,000,000 | 5,000 | 10,000 | 76,340,735 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (323,609) | $ 823,228 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation expense | 44,959 | 3,190 |
Amortization expense | 7,755 | 610 |
Accretion of debt discount | 228,046 | 0 |
Change in fair value of derivative liability | (3,250) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (67,104) | (55,012) |
Inventories, net | 67,670 | (11,100) |
Prepaid expenses | 152,050 | 7,405 |
Accounts payable | (9,252) | (211,058) |
Customer advance payments | (455,160) | 14,707 |
Accrued interest | 454,246 | 29,877 |
Other current liabilities | (11,639) | 62,913 |
Net cash provided by operating activities | 84,712 | 664,760 |
Cash flows from investing activities: | ||
Purchase of intangible assets | 0 | (16,650) |
Purchases of equipment | (15,337) | (20,819) |
Net cash used in investing activities | (15,337) | (37,469) |
Cash flows from financing activities: | ||
Proceeds from loan payable to shareholder | 0 | 77,500 |
Repayment of due from related party | (243,000) | (274,257) |
Repayments of loan payable to shareholder | (66,600) | (27,500) |
Repayments of short term notes payable | (51,035) | |
Proceeds from related party | 0 | 119,500 |
Proceeds from short term notes payable | 0 | 201,065 |
Proceeds from long term notes payable | 200,000 | 0 |
Distributions to members, net | (727,691) | |
Net cash used in financing activities | (160,635) | (631,383) |
Net (decrease) increase in cash | (91,260) | (4,092) |
Cash at beginning of period | 97,503 | 36,060 |
Cash at end of period | 6,243 | 31,968 |
Supplemental disclosures of cash flow information: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Acquisition of common shares in exchange for due to related party | $ 0 | $ 750,000 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS Corporate History and Background Thunder Energies Corporation (“we”, “us”, “our”, “TEC” or the “Company”) was incorporated in the State of Florida on April 21, 2011. On July 29, 2013, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Company subsequently changed its principal office address to 3017 Greene St., Hollywood, Florida 33020. Acquisition of TNRG Preferred Stock On July 1, 2020, Yogev Shvo, a third party individual and principal shareholder of Nature Consulting LLC (“Nature” or “Purchaser”) personally acquired 100% of the issued and outstanding shares of preferred stock (the “Preferred Stock”) of TNRG from Saveene Corporation, a Florida corporation (the “Seller”) (The “Purchase”). The purchase price of $250,000 for the Preferred Stock was paid in cash and The Preferred Stock acquired by the Purchaser consisted of: 1. 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company’s common stock. 2. 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. 3. 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company’s common stock. Acquisition of Assets of Nature On August 14, 2020 (the “Closing Date”), TNRG and the members of Nature entered into an Interest Purchase Agreement (the “Interest Purchase Agreement”), which closed on the same date. Pursuant to the terms of the Interest Purchase Agreement, the members of Nature sold all of their membership interests in Nature to TNRG in exchange for sixty million ( 60,000,000 The Interest Purchase Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability. The membership Interest Purchase Agreement will be treated as a reverse acquisition by the Company for financial accounting purposes. Nature will be considered the acquirer for accounting purposes, and the historical financial statements of Nature, before the membership exchange will replace the historical financial statements of TNRG before the membership exchange and in all future filings with the SEC. Immediately following the Interest Purchase Agreement, the business of Nature became TNRG’s main operation. Nature is the premier source of turnkey CBD and Hemp extract solutions. The Company was formed on January 19, 2019. Description of Business, Principal Products, Services Nature Consulting LLC’s Mission Our mission is to be the leading seed-to-sale manufacturer and supplier of high-quality CBD and hemp products in the industry. We have identified the following issues as our critical drivers: 1. Strong Research and Development- Nature’s team is focused on delivering cutting edge, innovative research and development practices that keep it ahead of the competition while it focuses on creating new and exciting formulations, extraction methods, and product categories. 2. Quality Products & Processes- Nature’s products are manufactured using only the best ingredients meeting the highest specifications for purity, potency, and quality, ensuring consistency in its premium CBD and hemp. 3. Supply Chain Control- Nature controls the entire production process, from the farm to the final process. By managing every step along the way, the Company ensures a streamlined, seamless, reliable supply chain. Nature Consulting LLC’s Product Portfolio On August 14, 2020, we announced the closing of the acquisition of Nature. Nature manufactures, markets and distributes U.S. hemp-derived supplements and cosmetic products through e-commerce and wholesale distribution in the U.S. under the brand The Hemp Plug. Nature is an innovative leader in quality extraction and sourcing, expert brand building, and targeted marketing for retailers and wholesalers throughout the world. From customization to order fulfillment to brand development and label design, THP provides guided support every step of the way through tailored business strategy. It features the largest collection of customizable CBD and hemp products on the market. The Company is committed to building a portfolio of iconic brands that responsibly elevate the consumer experience. In the U.S., the Company markets and distributes solely U.S. hemp-derived supplements and cosmetics products through e-commerce and wholesale distribution under the brands The Hemp Plug. The Company sells a variety of CBD and hemp products, including hemp flower, pre-rolls and hemp extracts (in the form of tinctures and vaporizers), U.S. hemp-derived supplements, and cosmetics through wholesale and direct-to-client channels. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 – Basis of Presentation The accompanying interim unaudited condensed financial statements (“Interim Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2020 included in the Form 10-K filed with the SEC on August 2, 2021. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented. The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Going Concern The Company had an accumulated deficit of approximately $ 972,000 1,511,000 109,000 324,000 644,000 823,000 85,000 665,000 The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, amortization of intangible assets, depreciation of property and equipment, allowance for doubtful accounts, the recoverability of intangibles, derivative valuation, and lease asset amortization. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 Accounts Receivable Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company has an allowance for doubtful accounts of $ 100,000 14,350 Cash Flows Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The Company uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Income Taxes As a result of the Company’s Interest Purchase Agreement, the Company converted to a corporation (“Conversion”). Beginning on August 14, 2020, the Company’s results of operations are taxed as a C Corporation. Prior to the Conversion, the Company’s operations were taxed as a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying consolidated financial statements for periods prior to August 14, 2020. Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10 and currently, the Company does not have a liability for unrecognized income tax benefits. Advertising and Marketing Expenses Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was $ 201,382 351,967 54,902 173,645 Revenue Recognition On January 19, 2019 (date of formation), the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. A description of our principal revenue generating activities are as follows: Sales 1,852,431 3,443,682 1,510,068 2,226,539 Mask sales 0 0 2,806,700 3,054,200 The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. Revenue is recognized when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. The Company primarily provides for no credit terms as it collects a deposit of 50% upon order and requires the remaining 50% be paid before the order is shipped. When credit terms are granted, terms of up to 120 days are provided, based on credit evaluations. Allowances, though not material, has been provided for uncollectible accounts. Management has evaluated the receivables and believes they are collectible based on the nature of the receivables, historical experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes. Customer Advance Payments Customer advance payments consists of customer orders paid in advance of the delivery of the order. Customer advance payments are classified as short-term as the typical order ships within approximately three weeks of placing the order. Customer advance payments are recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Customer advance payments were $ 67,098 522,258 Inventories The Company manufactures its own products made to order and when completed are shipped to the customer. The Company's inventories are valued by the first-in, first-out ("FIFO") cost method and are stated at the lower of cost or net realizable value. The Company had inventory of $ 100,800 168,470 Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Intangible Assets Intangible assets consist primarily of developed technology – website applications. Our intangible assets are being amortized on a straight-line basis over a period of five Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There are no Our impairment analysis requires management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Leases In accordance with ASC 842, Leases Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2021, the fair value of accounts receivable, accounts payable, accrued expenses, derivative liability, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using Black-Scholes valuation method. The following table summarize the Company’s fair value measurements by level at June 30, 2021 for the assets measured at fair value on a recurring basis: Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 120,930 The following table summarize the Company’s fair value measurements by level at December 31, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 124,180 Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Earnings (Loss) per Share The unaudited computation of net profit (loss) per share included in the Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share as a corporation for all periods presented. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Schedule of antidilutive shares June 30, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 50,000,000 50,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000,000 10,000,000 Total potentially dilutive shares 65,000,000 65,000,000 Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of June 30, 2021 and December 31, 2020. Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. There was one customer that accounted for 10% or more of total revenues, comprising of 36 23.8 49.4 35.4 60.7 78 Seasonality The business is not subject to seasonal fluctuations. However, as a result of the COVID 19 pandemic, in 2020, the Company entered into the sale of KN95 masks but had to dispose of them at a loss. Major Suppliers In producing our supplement products, we source our ingredients from our suppliers on an ongoing as-needed basis. We have not entered into any contracts that obligate us to purchase a minimum quantity or exclusively from any food service distributor. Our supplements are manufactured at our facilities in Hollywood, Florida. We rely on a variety of suppliers. Should the relationship with an industry vendor be interrupted or discontinued, it is believed that alternate component suppliers could be identified to support the continued advancement of the Company. There were no suppliers that accounted for 10% or more of total expenditures for the three and six months ended June 30, 2021 and 2020. There were three suppliers that accounted for 63.8 60.0 Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes At the beginning of the first quarter of 2021, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses on certain financial instruments. The Company adopted ASU 2016-13 utilizing the modified retrospective transition method. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements. Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and Equipment consisted of the following as of: Schedule of Property and equipment Estimated Life June 30, 2021 December 31, 2020 Office equipment and furniture 5 years $ 24,482 $ 21,782 Computer equipment 3 years 24,727 24,727 Machinery and equipment 5 years 24,954 17,415 Leasehold Improvements Shorter of the estimated useful life or lease term 119,589 114,491 Accumulated depreciation (58,436 ) (13,477 ) $ 135,316 $ 164,938 Depreciation expense was $ 44,959 3,190 22,801 1,802 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: Schedule of Intangible assets Estimated Life June 30, 2021 December 31, 2020 Website 5 $ 77,550 $ 77,550 Accumulated amortization (13,450 ) (5,695 ) $ 64,100 $ 71,855 Schedule of amortization intangible assets Year ending: Amortization Expense 2021 (remaining six months) $ 7,755 2022 15,510 2023 15,510 2024 15,510 2025 9,815 Total amortization $ 64,100 Amortization expense was $ 7,755 610 3,878 475 |
DEBT TO FORMER SHAREHOLDER
DEBT TO FORMER SHAREHOLDER | 6 Months Ended |
Jun. 30, 2021 | |
Debt To Former Shareholder | |
DEBT TO FORMER SHAREHOLDER | NOTE 6 – DEBT TO FORMER SHAREHOLDER On March 1, 2020, the members of Nature entered into the Ownership Interest Purchase Agreement (“Ownership Agreement”) whereby Yogev Shvo, a member of the Company, acquired the remaining 50% member ownership (“Seller”) giving Mr. Shvo 100% member ownership of the Company. As consideration for the Ownership Agreement, the Seller received a Promissory Note of $ 750,000 15 March 1, 2022 The Note is secured with the assets of the Company pursuant to a security agreement dated March 1, 2020. In addition, the Company’s Chairman has personally guaranteed the Note. The Company borrows funds from related parties for working capital purposes from time to time. The Company has recorded the principal balance due of $ 169,744 no 50,000 |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7 – LOANS PAYABLE Economic Injury Disaster Loan On May 14, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the Company borrowed an aggregate principal amount of the EIDL Loan of $ 150,000 3.75 731 In connection therewith, the Company executed (i) a note for the benefit of the SBA (the “SBA Note”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”). Paycheck Protection Program Loan Round 1 On May 6, 2020, the Company executed a note (the “PPP Note”) for the benefit of TD Bank, N.A. (the “Lender”) in the aggregate amount of $ 51,065 1.00 51,065 Round 2 On April 2, 2021, the Company executed a note (the “PPP Note”) for the benefit of First Federal Bank (the “Lender”) in the aggregate amount of $200,000 under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) through a second draw. The PPP is administered by the U.S. Small Business Administration (the “SBA”). The terms of the second draw have the same general loan terms as the first draw PPP loan. Schedule of Maturities of Long-term Debt Year ending: EIDL PPP Total 2021 (remaining six months) $ 2,043 $ – $ 2,043 2022 3,203 – 3,203 2023 3,327 – 3,327 2024 3,440 – 3,440 2025 3,588 – 3,588 Thereafter 134,399 200,000 334,399 Total liability $ 150,000 $ 200,000 $ 350,000 |
LOAN PAYABLE TO SHAREHOLDER
LOAN PAYABLE TO SHAREHOLDER | 6 Months Ended |
Jun. 30, 2021 | |
Loan Payable To Shareholder | |
LOAN PAYABLE TO SHAREHOLDER | NOTE 8 – LOAN PAYABLE TO SHAREHOLDER The Company borrows funds from shareholders from time to time for working capital purposes. During the three and six months ended June 30, 2021, the Company had no additional borrowings and made repayments of $ 66,600 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible Note Payable Short Term On April 22, 2019; The Company executed a convertible promissory note with GHS Investments, LLC (“GHS Note”). The GHS Note carries a principal balance of $ 57,000 8 February 21, 2020 57,000 The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-five percent (65%) of the lowest trading prices for the Common Stock during the twenty (20) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of thirty-five percent (35%). On March 24, 2020, the note obligation of $ 120,766 85,766 The Company accounts for an embedded conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The embedded conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. The Company recorded a derivative liability of $ 120,930 600 3,250 0 0 As a result of the failure to timely file our Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021, the Convertible Notes Payable were in default. The Company is currently in discussions to restructure the terms of the note and recorded default interest of $ 7,482 14,882 . No Long Term On September 21, 2020, the Company issued a convertible promissory note in the principal amount of $ 220,000 8 0.05 The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature (“BCF”) and determined that the instrument does have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $220,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying condensed consolidated Statements of Operations. The principal balance due at June 30, 2021 is $220,000 and is presented as a long term liability in the balance sheet of $ 84,986 135,014 As a result of the failure to timely file our Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021, the Convertible Notes Payable were in default. On July 19, 2021, the Company entered into a Waiver Agreement (the “Agreement”) waiving the default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021. Therefore, no default interest has been accrued in these financial statements. On October 9 and October 16, 2020, the Company issued a convertible promissory note in the principal amount totaling $ 600,000 8 The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature (“BCF”) and determined that the instrument does have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $600,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying condensed consolidated Statements of Operations. The principal balance due at June 30, 2022 is $600,000 and is presented as a long term liability in the balance sheet of $ 211,233 388,767 As a result of the failure to timely file our Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021, the Convertible Notes Payable were in default. On July 15, 2021, the Company entered into a Waiver Agreement (the “Agreement”) waiving the default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021. Therefore, no default interest has been accrued in these financial statements. Promissory Debenture On February 15, 2020 and on May 14, 2020, the Company entered into Promissory Agreement and Convertible Debentures (“Promissory Debentures”) with Emry for a principal sum of $ 70,000 15 nd On June 24, 2020, Emry, holder of (i) Promissory Debentures in principal amount of $70,000 dated February 15, 2020, and (ii) that certain convertible promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and convertible promissory note), including accrued and unpaid interest, fees and penalties, in separate transactions to third party companies, SP11 Capital Investments and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each respective debt instrument. On October 4, 2020, SP11 converted $ 35,000 3,500,000 As a result of the failure to timely file our Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021, the Promissory Debentures were in default. On July 15, 2021, the Company entered into a Waiver Agreement (the “Agreement”) waiving the default provisions listed in the $48,000 note related to the Company’s failure to timely file its Form 10-Q for the three month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three month period ended March 31, 2021. The $35,000 note provides for no default penalties. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Common Stock The Company has been authorized to issue 900,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. On May 14, 2019, the Board of Directors of the Company approved Articles of Amendment to the Company’s Articles of Incorporation that provided for a 1 for 20 reverse stock split of the Company’s Common Stock. On August 14, 2020, the Company issued 60,000,000 On October 4, 2020, SP11 converted $ 35,000 3,500,000 On October 13, 2020, the Company issued 195,480 33,232 Preferred Stock The Company has been authorized to issue 50,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. Series A: The certificate of designation for the Preferred A Stock provides that as a class it possesses a number of votes equal to fifteen (15) votes per share and may be converted into ten (10) $0.001 par value common shares. On October 10, 2013, the Company issued fifty million (50,000,000) shares of our Series “A” Convertible Preferred Stock to Hadronic, a Florida corporation maintaining its principal place of business at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our previous Directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli each own fifty percent of the equity in Hadronic. The Series “A” Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. Shares were valued at the par value of the common stock equivalents, $500,000. On January 9, 2020, Mina Mar (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $ 94,766 On March 24, 2020, Saveene (“Saveene”) acquired 50,000,000 Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $500,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted in a change of control of the Company. On March 24, 2020, the Company held a meeting and voted to create two separate classes of preferred shares. Class “B” and class “C’ preferred shares. One class of shares B would be used to offer securitization for the watercraft while class C preferred shares would be used in conjunction with the securitization of air crafts. Series B Convertible Preferred Stock was authorized for 10,000,000 shares of the “Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company common stock, so at the completion of the stock purchase, Saveene owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration for the purchase was provided to Saveene from the private funds of the principal of Saveene. Series C Non-Convertible Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C is Saveene owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration for the purchase was provided to Saveene from the private funds of the principal of Saveene. On March 24, 2020, the note obligation of $120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $ 35,000 5,000 10,000 On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. As a result, t The Company’s stock price on March 24, 2020 was $0.03, giving the Company a value of $0.03 per share times 11,244,923 shares outstanding or $337,348. The transaction was booked to loss on extinguishment of change in control and with the off-setting entry to additional paid-in capital due to it being a related party transaction. On July 1, 2020, Yogev Shvo, a third party individual and principal shareholder of Nature personally acquired 100% of the issued and outstanding shares of preferred stock (the “Preferred Stock”) of TNRG from Saveene Corporation, a Florida corporation (the “Seller”) (The “Purchase”). The purchase price of $ 250,000 The Preferred Stock acquired by the Purchaser consisted of: 1. 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company’s common stock. 2. 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company’s common stock. 3. 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company’s common stock. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 11 – OPERATING LEASES The Company adopted ASC 842 as of December 31, 2019. The Company has an operating lease for the Company’s warehouse and office and accounts for this lease in accordance with ASC 842. Adoption of the standard resulted in the initial recognition of operating lease ROU asset of $ and operating lease liability of $ 344,203 Effective July 1, 2019, the Company’s customer service and distribution facility is located at 3017 Greene Street, Hollywood, Florida 33020. This facility is leased in monthly installments of approximately $10,319 plus Florida Sales Tax. The monthly rent shall be increased by four percent (4%) per annum each succeeding lease year. Effective July 1, 2020, the Company’s customer sales office space is located at 3323 NE 163 rd Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: In accordance with ASC 842, the components of lease expense were as follows: Schedule of components of lease expense Six Months ended June 30, Three Months ended June 30, 2021 2020 2021 2020 Operating lease expense $ 118,480 $ 64,422 $ 59,240 $ 32,211 Short term lease cost 225 1,124 – 675 Total lease expense 118,705 65,546 59,240 32,886 Less: Rental income through sub-lease (49,823 ) – (24,799 ) – Net lease expense $ 68,882 $ 65,546 $ 34,441 $ 32,886 In accordance with ASC 842, other information related to leases was as follows: Schedule of other information related to leases Six Months ended June 30, 2021 2020 Operating cash flows from operating leases $ 116,502 $ 61,913 Cash paid for amounts included in the measurement of lease liabilities $ 116,502 $ 61,913 Weighted-average remaining lease term—operating leases 1.96 2.00 Weighted-average discount rate—operating leases 8 8 In accordance with ASC 842, maturities of operating lease liabilities as of June 30, 2021 were as follows: Schedule of maturities of operating lease liabilities Year ending: Operating 2021 (remaining six months) $ 119,727 2022 170,668 2023 106,814 Total undiscounted cash flows $ 397,209 Schedule of Reconciliation of lease liabilities Reconciliation of lease liabilities: Weighted-average remaining lease terms 1.96 Weighted-average discount rate 8 Present values $ 368,505 Lease liabilities—current $ 217,797 Lease liabilities—long-term 150,708 Lease liabilities—total $ 368,505 Difference between undiscounted and discounted cash flows $ 28,704 Operating lease cost was $ 34,441 68,882 32,211 64,422 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – Related Party Transactions Other than as set forth below, and as disclosed in Notes 6, 7, 8, and 10, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 13 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic and diluted earnings (loss) per share are the same since net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect. The following table sets forth the computation of basic and diluted net income per share: Schedule of earning per share Six Months Ended June 30, Three Months Ended June 30, 2021 2020 2021 2020 Net (loss) profit attributable to the common stockholders $ (323,609 ) $ 823,228 $ (109,078 ) $ 643,697 Basic weighted average outstanding shares of common stock 76,340,735 11,601,668 76,340,735 11,757,083 Dilutive effect of options and warrants – – – – Diluted weighted average common stock and common stock equivalents 76,340,735 11,601,668 76,340,735 11,757,083 (Loss) profit per share: Basic and diluted $ (0.00 ) $ 0.07 $ (0.00 ) $ 0.05 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Operating Leases On April 24, 2019, we entered into a 3 10,319 32,211 64,422 32,211 64,422 June 30, 2022 On June 24, 2020, we entered into a 42 rd 8,266 25,771 51,543 0 0 December 31, 2023 24,799 49,823 0 0 Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results except: On November 3, 2020, First Capital Venture Co., a subsidiary of the client, d/b/a Diamond CBD, filed a civil complaint against Thunder Energies Corporation (the “Defendants”), in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-20-019111 (the “Complaint”). On January 26, 2021 Plaintiffs were erroneously granted an Order of Default to which the Defendants immediately pointed out to the Court and on February 23, 2021 an Order Vacating the Default was granted in favor of the Defendants. The Plaintiff knew, or should have known, that the Order of Default was not valid but they proceeded on February 9, 2021 to publish false and misleading press releases. Thunder Energies Corporation is proceeding through discovery and is of the belief the suit will be decided in their favor. A pending Motion to Dismiss is before the Court. Plaintiff’s Complaint is based on a claim for tortious interference and misappropriation of trade secrets. Neither claim is supported by the Complaint. Thunder Energies Corporation has issued a cease and desist to the Plaintiff and is considering a counter claim concerning the false information and disclosures made by the Plaintiff that may have affected the Company’s business and shareholders. The Company is unable to predict the financial outcome of this matter at this time, and any views formed as to the viability of these claims or the financial exposure which could result may change from time to time as the matter proceeds through its course. Accordingly, adjustments, if any, that might result from the resolution of this matter have not been reflected in the consolidated financial statements. The Company is confident to obtain a summary judgement in their favor on the trade secret allegations and hence has not provided for any financial exposure. However, no assurance can be made that this matter together with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial condition, results of operations, or cash flows. Guarantees T he Co ny ' s Promissory Note is co at a ze y s b s ta t a y of e Com a y ' s a s se s a is pe so l y g ua nte e d y e Co pan y ' s CE O. Employment Contracts The Company has no employment contracts with its key employees. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, amortization of intangible assets, depreciation of property and equipment, allowance for doubtful accounts, the recoverability of intangibles, derivative valuation, and lease asset amortization. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Cash | Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 |
Accounts Receivable | Accounts Receivable Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company has an allowance for doubtful accounts of $ 100,000 14,350 |
Cash Flows Reporting | Cash Flows Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The Company uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
Income Taxes | Income Taxes As a result of the Company’s Interest Purchase Agreement, the Company converted to a corporation (“Conversion”). Beginning on August 14, 2020, the Company’s results of operations are taxed as a C Corporation. Prior to the Conversion, the Company’s operations were taxed as a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying consolidated financial statements for periods prior to August 14, 2020. Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10 and currently, the Company does not have a liability for unrecognized income tax benefits. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was $ 201,382 351,967 54,902 173,645 |
Revenue Recognition | Revenue Recognition On January 19, 2019 (date of formation), the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. A description of our principal revenue generating activities are as follows: Sales 1,852,431 3,443,682 1,510,068 2,226,539 Mask sales 0 0 2,806,700 3,054,200 The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. Revenue is recognized when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. The Company primarily provides for no credit terms as it collects a deposit of 50% upon order and requires the remaining 50% be paid before the order is shipped. When credit terms are granted, terms of up to 120 days are provided, based on credit evaluations. Allowances, though not material, has been provided for uncollectible accounts. Management has evaluated the receivables and believes they are collectible based on the nature of the receivables, historical experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes. |
Customer Advance Payments | Customer Advance Payments Customer advance payments consists of customer orders paid in advance of the delivery of the order. Customer advance payments are classified as short-term as the typical order ships within approximately three weeks of placing the order. Customer advance payments are recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Customer advance payments were $ 67,098 522,258 |
Inventories | Inventories The Company manufactures its own products made to order and when completed are shipped to the customer. The Company's inventories are valued by the first-in, first-out ("FIFO") cost method and are stated at the lower of cost or net realizable value. The Company had inventory of $ 100,800 168,470 |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of developed technology – website applications. Our intangible assets are being amortized on a straight-line basis over a period of five |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There are no Our impairment analysis requires management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. |
Leases | Leases In accordance with ASC 842, Leases |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2021, the fair value of accounts receivable, accounts payable, accrued expenses, derivative liability, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using Black-Scholes valuation method. The following table summarize the Company’s fair value measurements by level at June 30, 2021 for the assets measured at fair value on a recurring basis: Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 120,930 The following table summarize the Company’s fair value measurements by level at December 31, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 124,180 |
Debt | Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
Earnings (Loss) per Share | Earnings (Loss) per Share The unaudited computation of net profit (loss) per share included in the Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share as a corporation for all periods presented. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Schedule of antidilutive shares June 30, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 50,000,000 50,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000,000 10,000,000 Total potentially dilutive shares 65,000,000 65,000,000 |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of June 30, 2021 and December 31, 2020. |
Concentrations, Risks, and Uncertainties | Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. There was one customer that accounted for 10% or more of total revenues, comprising of 36 23.8 49.4 35.4 60.7 78 Seasonality The business is not subject to seasonal fluctuations. However, as a result of the COVID 19 pandemic, in 2020, the Company entered into the sale of KN95 masks but had to dispose of them at a loss. Major Suppliers In producing our supplement products, we source our ingredients from our suppliers on an ongoing as-needed basis. We have not entered into any contracts that obligate us to purchase a minimum quantity or exclusively from any food service distributor. Our supplements are manufactured at our facilities in Hollywood, Florida. We rely on a variety of suppliers. Should the relationship with an industry vendor be interrupted or discontinued, it is believed that alternate component suppliers could be identified to support the continued advancement of the Company. There were no suppliers that accounted for 10% or more of total expenditures for the three and six months ended June 30, 2021 and 2020. There were three suppliers that accounted for 63.8 60.0 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes At the beginning of the first quarter of 2021, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses on certain financial instruments. The Company adopted ASU 2016-13 utilizing the modified retrospective transition method. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements. Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 120,930 The following table summarize the Company’s fair value measurements by level at December 31, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 124,180 |
Schedule of antidilutive shares | Schedule of antidilutive shares June 30, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 50,000,000 50,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000,000 10,000,000 Total potentially dilutive shares 65,000,000 65,000,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | Schedule of Property and equipment Estimated Life June 30, 2021 December 31, 2020 Office equipment and furniture 5 years $ 24,482 $ 21,782 Computer equipment 3 years 24,727 24,727 Machinery and equipment 5 years 24,954 17,415 Leasehold Improvements Shorter of the estimated useful life or lease term 119,589 114,491 Accumulated depreciation (58,436 ) (13,477 ) $ 135,316 $ 164,938 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Schedule of Intangible assets Estimated Life June 30, 2021 December 31, 2020 Website 5 $ 77,550 $ 77,550 Accumulated amortization (13,450 ) (5,695 ) $ 64,100 $ 71,855 |
Schedule of amortization intangible assets | Schedule of amortization intangible assets Year ending: Amortization Expense 2021 (remaining six months) $ 7,755 2022 15,510 2023 15,510 2024 15,510 2025 9,815 Total amortization $ 64,100 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Schedule of Maturities of Long-term Debt Year ending: EIDL PPP Total 2021 (remaining six months) $ 2,043 $ – $ 2,043 2022 3,203 – 3,203 2023 3,327 – 3,327 2024 3,440 – 3,440 2025 3,588 – 3,588 Thereafter 134,399 200,000 334,399 Total liability $ 150,000 $ 200,000 $ 350,000 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of components of lease expense | Schedule of components of lease expense Six Months ended June 30, Three Months ended June 30, 2021 2020 2021 2020 Operating lease expense $ 118,480 $ 64,422 $ 59,240 $ 32,211 Short term lease cost 225 1,124 – 675 Total lease expense 118,705 65,546 59,240 32,886 Less: Rental income through sub-lease (49,823 ) – (24,799 ) – Net lease expense $ 68,882 $ 65,546 $ 34,441 $ 32,886 |
Schedule of other information related to leases | Schedule of other information related to leases Six Months ended June 30, 2021 2020 Operating cash flows from operating leases $ 116,502 $ 61,913 Cash paid for amounts included in the measurement of lease liabilities $ 116,502 $ 61,913 Weighted-average remaining lease term—operating leases 1.96 2.00 Weighted-average discount rate—operating leases 8 8 |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities Year ending: Operating 2021 (remaining six months) $ 119,727 2022 170,668 2023 106,814 Total undiscounted cash flows $ 397,209 |
Schedule of Reconciliation of lease liabilities | Schedule of Reconciliation of lease liabilities Reconciliation of lease liabilities: Weighted-average remaining lease terms 1.96 Weighted-average discount rate 8 Present values $ 368,505 Lease liabilities—current $ 217,797 Lease liabilities—long-term 150,708 Lease liabilities—total $ 368,505 Difference between undiscounted and discounted cash flows $ 28,704 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earning per share | Schedule of earning per share Six Months Ended June 30, Three Months Ended June 30, 2021 2020 2021 2020 Net (loss) profit attributable to the common stockholders $ (323,609 ) $ 823,228 $ (109,078 ) $ 643,697 Basic weighted average outstanding shares of common stock 76,340,735 11,601,668 76,340,735 11,757,083 Dilutive effect of options and warrants – – – – Diluted weighted average common stock and common stock equivalents 76,340,735 11,601,668 76,340,735 11,757,083 (Loss) profit per share: Basic and diluted $ (0.00 ) $ 0.07 $ (0.00 ) $ 0.05 |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) | 7 Months Ended |
Aug. 14, 2020shares | |
Noncash or Part Noncash Acquisitions [Line Items] | |
Stock issued for acquisition, shares | 60,000,000 |
Nature Consulting [Member] | |
Noncash or Part Noncash Acquisitions [Line Items] | |
Stock issued for acquisition, shares | 60,000,000 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Retained Earnings (Accumulated Deficit) | $ 971,523 | $ 971,523 | $ 647,914 | ||
[custom:WorkingCapital-0] | 1,511,000 | 1,511,000 | |||
Net Income (Loss) Attributable to Parent | $ 109,078 | $ (643,697) | 323,609 | $ (823,228) | |
Net Cash Provided by (Used in) Operating Activities | $ (84,712) | $ (664,760) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value measurements) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of derivative liability | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of derivative liability | $ 120,930 | $ 124,180 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 65,000,000 | 65,000,000 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 0 | 0 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 50,000,000 | 50,000,000 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 5,000,000 | 5,000,000 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 10,000,000 | 10,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||
FDIC insured limit | $ 250,000 | $ 250,000 | |||
Allowance for doubtful accounts | 100,000 | 100,000 | $ 14,350 | ||
Advertising and marketing | 201,382 | $ 54,902 | 351,967 | $ 173,645 | |
Revenues | 1,852,431 | $ 4,316,768 | 3,443,682 | 5,280,730 | |
Customer advance payments | 67,098 | 67,098 | 522,258 | ||
Inventory | $ 100,800 | $ 100,800 | $ 168,470 | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Impairment of intangible assets | $ 0 | $ 0 | |||
Revenue Benchmark [Member] | One Customer [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 36.00% | 23.80% | |||
Revenue Benchmark [Member] | Three Customers [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 49.40% | ||||
Revenue Benchmark [Member] | Two Customer [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 35.40% | ||||
Accounts Receivable [Member] | Three Customers [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 78.00% | ||||
Accounts Receivable [Member] | Four Customers [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 60.70% | ||||
Accounts Payable [Member] | Three Suppliers [Member] | Product Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 63.80% | 60.00% | |||
C B D Sales [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 1,852,431 | $ 1,510,068 | $ 3,443,682 | $ 2,226,539 | |
Mask Sales [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 0 | $ 2,806,700 | $ 0 | $ 3,054,200 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (58,436) | $ (13,477) |
Equipment, net | $ 135,316 | 164,938 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Equipment, gross | $ 24,482 | 21,782 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Equipment, gross | $ 24,727 | 24,727 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Equipment, gross | $ 24,954 | 17,415 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | Shorter of the estimated useful life or lease term | |
Equipment, gross | $ 119,589 | $ 114,491 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 22,801 | $ 1,802 | $ 44,959 | $ 3,190 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Accumulated amortization | $ (13,450) | $ (5,695) |
Intangible assets, net | 64,100 | 71,855 |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 77,550 | $ 77,550 |
INTANGIBLE ASSETS (Details - Am
INTANGIBLE ASSETS (Details - Amortization expense) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remaining six months) | $ 7,755 | |
2022 | 15,510 | |
2023 | 15,510 | |
2024 | 15,510 | |
2025 | 9,815 | |
Total amortization | $ 64,100 | $ 71,855 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3,878 | $ 475 | $ 7,755 | $ 610 |
DEBT TO FORMER SHAREHOLDER (Det
DEBT TO FORMER SHAREHOLDER (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Offsetting Liabilities [Line Items] | |||
Due to Related Parties | $ 242,487 | $ 485,487 | |
ProceedsFromRelatedPartyDebt | 0 | $ 119,500 | |
Repayments of related party debt | 50,000 | ||
Due To Related Party [Member] | |||
Offsetting Liabilities [Line Items] | |||
Due to Related Parties | 169,744 | ||
Ownership Agreement [Member] | Seller [Member] | Promissory Note [Member] | |||
Offsetting Liabilities [Line Items] | |||
Promissory note face amount | $ 750,000 | ||
Debt Instrument, Interest Rate During Period | 15.00% | ||
Maturity date | Mar. 1, 2022 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 (remaining six months) | $ 2,043 |
2022 | 3,203 |
2023 | 3,327 |
2024 | 3,440 |
2025 | 3,588 |
Thereafter | 334,399 |
Total liability | 350,000 |
E I D L Loan [Member] | |
Debt Instrument [Line Items] | |
2021 (remaining six months) | 2,043 |
2022 | 3,203 |
2023 | 3,327 |
2024 | 3,440 |
2025 | 3,588 |
Thereafter | 134,399 |
Total liability | 150,000 |
P P P [Member] | |
Debt Instrument [Line Items] | |
2021 (remaining six months) | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 200,000 |
Total liability | $ 200,000 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended | |
Feb. 28, 2021 | May 14, 2020 | May 06, 2020 | |
E I D L Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 150,000 | $ 51,065 | |
Interest rate | 3.75% | ||
Periodic Payment | $ 731 | ||
P P P Note [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.00% | ||
Repayment of loan | $ 51,065 |
LOAN PAYABLE TO SHAREHOLDER (De
LOAN PAYABLE TO SHAREHOLDER (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Loan Payable | $ 1,805 | $ 68,405 |
Shareholder [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Loan Payable | $ 66,600 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Jun. 30, 2021 | Jun. 30, 2020 | Apr. 22, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Oct. 04, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2020 | Sep. 21, 2020 | Feb. 15, 2020 | Dec. 31, 2019 | |
Convertible Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible notes payable | $ 85,766 | |||||||||||
Default interest | $ 7,482 | $ 0 | $ 14,882 | $ 0 | ||||||||
Convertible Promissory Note [Member] | Ghs Investements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 57,000 | |||||||||||
Debt stated interest rate | 8.00% | |||||||||||
Debt maturity date | Feb. 21, 2020 | |||||||||||
Convertible notes payable | $ 57,000 | |||||||||||
Promissory Debenture [Member] | Emry Capital [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 70,000 | |||||||||||
Debt stated interest rate | 15.00% | |||||||||||
Convertible notes payable | $ 120,766 | |||||||||||
Derivative liability | 120,930 | 120,930 | ||||||||||
Change in derivative liability | 600 | $ 0 | 3,250 | $ 0 | ||||||||
Promissory Debenture [Member] | S P 11 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Conversion, amount | $ 35,000 | |||||||||||
Debt Conversion, Shares Issued | 3,500,000 | |||||||||||
Convertible Promissory Note 1 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 220,000 | |||||||||||
Debt stated interest rate | 8.00% | |||||||||||
Conversion Price | $ 0.05 | |||||||||||
Long term liability | 84,986 | 84,986 | ||||||||||
Unamortized debt discount | 135,014 | 135,014 | ||||||||||
Convertible Promissory Note 2 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 600,000 | |||||||||||
Debt stated interest rate | 8.00% | |||||||||||
Long term liability | 388,767 | 388,767 | ||||||||||
Unamortized debt discount | $ 211,233 | $ 211,233 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 09, 2020 | Mar. 24, 2020 | May 14, 2019 | Jun. 30, 2021 | Aug. 14, 2020 | Oct. 13, 2020 | Oct. 04, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Reverse stock split | 1 for 20 reverse stock split of the Company’s Common Stock. | |||||||
Issuance of common stock for acquisition, shares | 60,000,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from sale of preferred stock | $ 94,766 | |||||||
Preferred stock outstanding | 50,000,000 | 50,000,000 | ||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock outstanding | 5,000 | 5,000 | ||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock outstanding | 10,000 | 10,000 | ||||||
Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Purchase price | $ 250,000 | |||||||
Ghs Investements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for cash, shares | 195,480 | |||||||
Proceeds from issuance of stock | $ 33,232 | |||||||
Saveene [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted, amount converted | $ 35,000 | |||||||
Saveene [Member] | Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted, shares issued | 5,000 | |||||||
Saveene [Member] | Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted, shares issued | 10,000 | |||||||
Promissory Debenture [Member] | S P 11 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, amount | $ 35,000 | |||||||
Debt Conversion, Shares Issued | 3,500,000 |
OPERATING LEASES (Details - Com
OPERATING LEASES (Details - Components of lease expense) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense | $ 59,240 | $ 32,211 | $ 118,480 | $ 64,422 |
Short term lease cost | 0 | 675 | 225 | 1,124 |
Total lease expense | 59,240 | 32,886 | 118,705 | 65,546 |
Less: Rental income through sub-lease | (24,799) | 0 | (49,823) | 0 |
Net lease expense | $ 34,441 | $ 32,886 | $ 68,882 | $ 65,546 |
OPERATING LEASES (Details - Oth
OPERATING LEASES (Details - Other information related to leases) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 116,502 | $ 61,913 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 116,502 | $ 61,913 | |
Weighted-average remaining lease term - operating leases | 1 year 11 months 15 days | 2 years | |
Weighted-average discount rate - operating leases | 8.00% | 8.00% |
OPERATING LEASES (Details - Mat
OPERATING LEASES (Details - Maturities of operating lease liabilities) | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining six months) | $ 119,727 |
2022 | 170,668 |
2023 | 106,814 |
Total undiscounted cash flows | $ 397,209 |
OPERATING LEASES (Details - Rec
OPERATING LEASES (Details - Reconciliation of lease liabilities) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Leases [Abstract] | |
Weighted-average remaining lease terms | 1 year 11 months 15 days |
Weighted-average discount rate | 8.00% |
[custom:PresentValues-0] | $ 368,505 |
[custom:LeaseLiabilityCurrent-0] | 217,797 |
[custom:LeaseLiabilitiesLongterm-0] | 150,708 |
[custom:LeaseLiabilities-0] | 368,505 |
[custom:DifferenceBetweenUndiscountedAndDiscountedCashFlows-0] | $ 28,704 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Operating lease ROU asset | $ 359,530 | $ 359,530 | $ 461,695 | $ 344,203 | ||
Operating lease liability | $ 344,203 | |||||
Operating lease cost | $ 34,441 | $ 32,211 | $ 68,882 | $ 64,422 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net (loss) profit attributable to the common stockholders | $ (109,078) | $ 643,697 | $ (323,609) | $ 823,228 |
Basic weighted average outstanding shares of common stock | 76,340,735 | 11,757,083 | 76,340,735 | 11,601,668 |
Dilutive effect of options and warrants | ||||
Diluted weighted average common stock and common stock equivalents | 76,340,735 | 11,757,083 | 76,340,735 | 11,601,668 |
(Loss) profit per share: | ||||
Basic and diluted | $ 0 | $ 0.05 | $ 0 | $ 0.07 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Office Warehouse Space [Member] | ||||
Lease Term | 3 years | 3 years | ||
Monthly rent | $ 10,319 | |||
Rental expenses | $ 32,211 | $ 32,211 | $ 64,422 | $ 64,422 |
Lease expiration date | Jun. 30, 2022 | |||
Sales Office [Member] | ||||
Lease Term | 42 months | 42 months | ||
Monthly rent | $ 8,266 | |||
Rental expenses | $ 25,771 | 0 | $ 51,543 | 0 |
Lease expiration date | Dec. 31, 2023 | |||
Sublessee rent paid | $ 0 | $ 24,799 | $ 49,823 | $ 0 |