Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 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 | PMB 388 | ||
Entity Address, Address Line Two | 8570 Stirling Rd. | ||
Entity Address, Address Line Three | Suite 102 | ||
Entity Address, City or Town | Hollywood | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33024 | ||
City Area Code | 786 | ||
Local Phone Number | 855-6190 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,186,443 | ||
Entity Common Stock, Shares Outstanding | 65,140,735 | ||
Auditor Firm ID | 6651 | ||
Auditor Name | Paris, Kreit & Chiu CPA LLP | ||
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Current assets of discontinued operations | $ 0 | $ 536,426 |
Total current assets | 0 | 536,426 |
Long-term assets of discontinued operations | 0 | 723,287 |
Total assets | 0 | 1,259,713 |
Current liabilities: | ||
Accounts payable | 70,971 | 31,669 |
Derivative liability | 83,404 | 124,180 |
Convertible notes payable, net of discount of $241,876 and $24,730, respectively | 508,890 | 144,036 |
Accrued interest | 1,019,156 | 374,443 |
Current liabilities of discontinued operations | 901,000 | 1,431,386 |
Total current liabilities | 2,583,421 | 2,105,714 |
Long-term liabilities: | ||
Convertible notes payable, net of discount of $0 and $727,096, respectively | 0 | 92,904 |
Long-term liabilities of discontinued operations | 0 | 461,966 |
Total long-term liabilities | 0 | 554,870 |
Total liabilities | 2,583,421 | 2,660,584 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Common stock: $0.001 par value 900,000,000 authorized; 80,140,735 and 76,340,735 shares issued and outstanding, respectively | 80,140 | 76,340 |
Additional paid-in-capital | (693,112) | (879,312) |
Accumulated deficit | (2,020,464) | (647,914) |
Total stockholders' deficit | (2,583,421) | (1,400,871) |
Total liabilities and stockholders' deficit | 0 | 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 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Unamortized discount, current | $ 241,876 | $ 24,730 |
Unamortized discount, noncurrent | $ 0 | $ 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 | 80,140,735 | 76,340,735 |
Common stock, shares outstanding | 80,140,735 | 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenues | $ 0 | $ 0 |
Cost of sales | 0 | 0 |
Gross Profit | 0 | 0 |
Operating expenses: | ||
Advertising and marketing expenses | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 0 |
Profit from operations | 0 | 0 |
Other expense (income): | ||
Change in derivative liability | (40,776) | 21,445 |
Accretion of debt discount | 509,950 | 187,293 |
Interest expense | 1,288,912 | 299,506 |
Gain on extinguishment of debt | (621,798) | 0 |
Other expense | 0 | 56,500 |
Other income | (58,771) | |
Total other expense | 1,136,288 | 505,973 |
Loss before income taxes and discontinued operations | (1,136,288) | (505,973) |
Income taxes | 0 | 0 |
Loss from continuing operations | (1,136,288) | (505,973) |
Discontinued operations | (236,262) | (44,629) |
Net loss | $ (1,372,550) | $ (550,602) |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.02) | $ (0.02) |
Income (Loss) from Continuing Operations, Per Diluted Share | (0.02) | (0.02) |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | 0 | 0 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | 0 | 0 |
Earnings Per Share, Basic | (0.02) | (0.02) |
Earnings Per Share, Diluted | $ (0.02) | $ (0.02) |
Weighted Average Number of Shares Outstanding, Basic | 76,735,271 | 35,787,669 |
Weighted Average Number of Shares Outstanding, Diluted | 76,735,271 | 35,787,669 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity Deficit - 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 | ||||||||
Issuance of common stock in conjunction with conversion of convertible note payable | ||||||||
Acquisition of common shares in exchange for due to related party | (750,000) | (750,000) | ||||||
Debt discount issued in conjunction with debt | 820,000 | 820,000 | ||||||
Common shares issued for acquisition | $ 60,000 | 60,000 | ||||||
Common shares issued for acquisition, shares | 60,000,000 | |||||||
Issued common shares for services | $ 195 | 33,037 | 33,232 | |||||
Issued common shares for services, shares | 195,480 | |||||||
Conversion of debt to common stock | $ 3,500 | 31,500 | 35,000 | |||||
Conversion of debt to common stock, shares | 3,500,000 | |||||||
Liability paid by shareholder | 47,586 | 47,586 | ||||||
Members' distribution | (588,191) | (588,191) | ||||||
Acquisition of business | 1,338,191 | $ 50,000 | $ 5 | $ 10 | $ 12,645 | (1,811,435) | (410,584) | |
Acquisition of business, shares | 50,000,000 | 5,000 | 10,000 | 12,645,255 | ||||
Net loss | (550,602) | (550,602) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 50,000 | $ 5 | $ 10 | $ 76,340 | (879,312) | (647,914) | (1,400,871) | |
Ending balance, shares at Dec. 31, 2020 | 50,000,000 | 5,000 | 10,000 | 76,340,735 | ||||
Issuance of common stock in conjunction with conversion of convertible note payable | $ 3,800 | 186,200 | 190,000 | |||||
Issuance of common stock in conjunction with conversion of convertible note payable, shares | 3,800,000 | |||||||
Debt discount issued in conjunction with debt | 0 | |||||||
Liability paid by shareholder | 0 | |||||||
Net loss | (1,372,550) | (1,372,550) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 50,000 | $ 5 | $ 10 | $ 80,140 | $ (693,112) | $ (2,020,464) | $ (2,583,421) | |
Ending balance, shares at Dec. 31, 2021 | 50,000,000 | 5,000 | 10,000 | 80,140,735 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,372,550) | $ (550,602) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation expense | 44,959 | 11,854 |
Amortization expense | 7,755 | 5,695 |
Accretion of debt discount | 509,950 | 187,293 |
Change in fair value of derivative liability | (40,776) | 21,445 |
Impairment of assets | 195,347 | 0 |
Gain on extinguishment of debt | (621,798) | 0 |
Forgiveness of PPP loan | (200,000) | 0 |
Common stock issued for services | 0 | 33,232 |
Gain on conversion of convertible notes payable | 0 | (58,771) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 68,403 | 42,608 |
Inventories, net | 32,161 | (111,106) |
Prepaid expenses | 189,550 | (126,168) |
Other current assets | 0 | (24,799) |
Accounts payable | 304,954 | (80,936) |
Customer advance payments | (318,740) | 448,422 |
Accrued interest | 1,307,631 | 359,562 |
Other current liabilities | (26,062) | 71,703 |
Net cash provided by operating activities | 80,784 | 229,432 |
Cash flows from investing activities: | ||
Purchase of intangible assets | 0 | (77,550) |
Purchases of equipment | (15,337) | (162,675) |
Net cash used in investing activities | (15,337) | (240,225) |
Cash flows from financing activities: | ||
Proceeds from loan payable to shareholder | 0 | 110,868 |
Repayment of due from related party | (243,000) | (549,257) |
Repayments of loan payable to shareholder | (68,405) | (42,463) |
Repayments of short term notes payable | (51,545) | (20,000) |
Proceeds from long term convertible notes payable | 0 | 820,000 |
Proceeds from short term notes payable - related party | 0 | 284,744 |
Proceeds from short term notes payable | 0 | 201,035 |
Proceeds from PPP loan | 200,000 | |
Non-cash acquisition | 0 | (732,691) |
Net cash (used in) provided by financing activities | (162,950) | 72,236 |
Net (decrease) increase in cash | (97,503) | 61,443 |
Cash at beginning of period | 97,503 | 36,060 |
Cash at end of period | 0 | 97,503 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Issuance of common stock in conjunction with conversion of convertible note payable | 190,000 | |
Acquisition of common shares in exchange for due to related party | 0 | 750,000 |
Debt discount issued in conjunction with debt | 0 | 820,000 |
Common stock issued in conjunction with convertible notes payable | 0 | 35,000 |
Liability paid by shareholder | 0 | 47,586 |
Common shares issued for acquisition | $ 0 | $ 60,000 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 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) shares of TNRG’s Common Stock. As a result of this transaction, Nature became a wholly-owned subsidiary of TNRG. 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 is treated as an asset acquisition by the Company for financial accounting purposes. Nature is 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. The Company was formed in February 2019. Filing of Complaint Against Certain Former Officers and Other Parties On October 14, 2021 Nature Consulting, LLC, a wholly owned subsidiary, filed a complaint (“Complaint”) in the United States District Court of the Southern District of Florida against Or-El Ben Simon, individually, Adam Levy (previously the Chief Executive Officer of the Company), individually, Solange Baruk (previously a bookkeeper of the Company), individually, DVP Distro, LLC, a Florida limited liability company, Custom Graphics 2011, Inc. a Florida corporation, Beso Group, LLC, a Florida limited liability company, and Tops Consulting, LLC a Florida limited liability company (collectively, the “Defendants”). Ben Simon and those in active consort with him have effectively hijacked Nature’s assets under the threat of force and physical violence. Moreover, they have systematically divested Nature of its assets, moved into its physical location without reason, and have otherwise converted its assets. During this time, Defendants also assumed control of all computers belonging to Nature – including its Office365 access and database registered to Nature and using the domains of “ thpcbd.com,” “ thehemplug.com,” and “ natureconsulting.com.” Additionally, Defendants looted and destroyed the premises leased by Nature, as follows: a. Defendants commandeered all inventory belonging to Nature and refused to distribute to clients; b. Defendants commandeered a forklift belonging to Nature; c. Defendants have taken possession of all of Nature’s furniture, computers, printers, packaging, machineries, office supplies, phone systems, televisions, security cameras and other electronics; d. Defendants have discarded in a large trash container Nature’s merchandise, customer labels, catalogues, business cards, desks, office decorations and other inventory; e. Defendants destroyed Nature’s property by stripping its headquarters of all aesthetic enhancements and signage; f. Defendants assumed control of all e-mail accounts belonging to Nature and have intercepted Nature’s communications sent to the domain “ thpcbd.com,” “ thehemplug.com,” and “ natureconsulting.com”; and, g. Defendants have terminated Nature’s contracts with other vendors – to do this, they have used the commandeered “ thpcbd.com,” “ thehemplug.com,” and “ natureconsulting.com” email addresses. Furthermore, Defendants’ conduct have impeded the fulfillment of orders already paid for by Nature’s clients. This has caused Nature’s clients to threaten Nature with suit and to otherwise end their business relationships with Nature due to Nature’s failure to satisfy orders. Even if Nature wanted to operate, due to the unlawful interception of its communications with clients and vendors, it would be impossible. Nature Consulting, LLC has demanded a jury trial to adjudicate this complaint. As a result of the actions of the Defendants, the Company recorded a net impairment charge of $195,347 during the year ended December 31, 2021 comprised of the following: Schedule of impairment charges December 31, Impairment charges: 2021 Prepaids $ (12,500 ) Inventories (136,309 ) Net office equipment (18,586 ) Net computer equipment (15,283 ) Net machinery and equipment (21,782 ) Net leasehold improvements (79,665 ) Net website (64,100 ) Net operating lease right-of-use assets (306,902 ) Deposits (2) (24,799 ) Due to related party (1) 169,744 Current portion of operating lease liabilities (2) (3) 187,754 Operating lease liabilities net of current portion (2) (3) 127,081 Total impairment charges $ (195,347 ) (1) The Company has included due to related party of $169,744 within the impairment charge above as these amounts have been used to settle the assets, as impaired, which have been commandeered, discarded, destroyed and taken possession of by the defendant. This amount related to working capital loan taken from the defendants. (2) On October 22, 2021, the Company entered into a lease termination agreement (“Lease Termination”) with Canal Park Office to terminate the Company’s North Miami Beach, Florida office space. The Termination Agreement allows Canal Park Office to retain the security deposit of $24,799 and to be paid $21,000. The Company was released from any other obligations. (3) In December 2021, the Company confirmed with the landlord that as of that time and on a going forward basis, the Company has no rental obligation, or past due rental obligation or any other related liability on its office/ warehouse space located at 3017 Greene Street, Hollywood, Florida. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 – Basis of Presentation The accompanying consolidated 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. 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. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 2,020,464 647,914 2,583,421 1,569,288 1,372,550 550,602 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 consolidated 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated 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 consolidated 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, common stock valuation, the recoverability of intangibles, derivative valuation, impairment of assets, 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. The Company has not experienced any cash losses. 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 $ 147,357 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. The computation of income taxes included in the Consolidated Statements of Operations, represents the tax effects that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Taxes are based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during each period. Actual rates and expenses could have differed had the Company actually been subject to U.S. federal and state income taxes for all periods presented. 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 Consolidated 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 Costs Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was $ 392,171 866,779 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 3,750,519 4,620,105 Mask sales 0 3,054,201 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 Advanced Payments Customer advanced payments consists of customer orders paid in advance of the delivery of the order. Customer advanced payments are classified as short-term as the typical order ships within approximately three weeks of placing the order. Customer advanced payments are recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Customer advanced payments as of December 31, 2021 and 2020 were $ 203,518 522,258 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 inventories of $ 0 168,470 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. Our intangible assets are being amortized on a straight-line basis over a period of five years. 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 discounted 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 analyses require 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 The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has some lease agreements with lease and non-lease components, which are accounted for as a single lease component. See Note 1 for impairment discussion as of December 31, 2021. 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 December 31, 2021, the fair value of cash, accounts receivable, accounts payable, accrued expenses, 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 the Black Scholes valuation method. The following table summarize the Company’s fair value measurements by level at December 31, 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 $ – $ – $ 83,404 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 the Black Scholes 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 Consolidated 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. Loss per Share The computation of loss per share included in the Consolidated 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 December 31, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000 10,000 Total potentially dilutive shares 505,010,000 505,010,000 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 December 31, 2020. See Explanatory Note 1 for impairment discussion as of December 31, 2021. Discontinued Operations As a result of the October 14, 2021 Complaint filed against Defendants, the Company determined that Nature would be accounted as a discontinued operation pursuant to ASC 205-20 Discontinued Operations 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. 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. the Company has 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. The Company relies 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. 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 Office equipment and furniture 5 years $ – $ 21,782 Computer equipment 3 years – 24,727 Machinery and equipment 5 years – 17,415 Leasehold Improvements Shorter of the estimated useful life or lease term – 114,491 Accumulated depreciation – (13,477 ) $ – $ 164,938 Depreciation expense was $ 44,959 11,854 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 Website 5 $ – $ 77,550 Accumulated amortization – (5,695 ) $ – $ 71,855 Schedule of amortization intangible assets Amortization Year ending: Expense 2022 $ – Total amortization $ – Amortization expense was $ 7,755 5,695 |
DEBT TO FORMER SHAREHOLDER _ di
DEBT TO FORMER SHAREHOLDER – discontinued operations | 12 Months Ended |
Dec. 31, 2021 | |
Debt To Former Shareholder Discontinued Operations | |
DEBT TO FORMER SHAREHOLDER – discontinued operations | NOTE 6 – DEBT TO FORMER SHAREHOLDER – discontinued operations 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 193,000 72,743 The Note is secured with the assets of the Company pursuant to a security agreement dated March 1, 2020. In addition, the Company’s CEO 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 $ 0 no 50,000 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7 – LOANS PAYABLE Economic Injury Disaster Loan – Discontinued operations 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 7,000 7,000 1,462 149,490 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”). As a result of the failure to repay amounts based on the repayment schedule, on December 21, 2021, the Company was notified that it was in default of the EIDL Loan and that the entire balance of principal and unpaid interest of $ 155,598 Paycheck Protection Program Loan – Discontinued operations 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 Paycheck Protection Program Loan Round 2 – Discontinued operations 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 $ 200,000 200,000 Principal payments on loans payable are due as follows: Schedule of Maturities of Long-term Debt Year ending: EIDL 2022 $ 149,490 Total liability $ 149,490 |
LOAN PAYABLE TO SHAREHOLDER _ d
LOAN PAYABLE TO SHAREHOLDER – discontinued operations | 12 Months Ended |
Dec. 31, 2021 | |
Loan Payable To Shareholder Discontinued Operations | |
LOAN PAYABLE TO SHAREHOLDER – discontinued operations | NOTE 8 – LOAN PAYABLE TO SHAREHOLDER – discontinued operations The Company borrows funds from its shareholders from time to time for working capital purposes. During the year ended December 31, 2021, the Company had no additional borrowings and made repayments of $ 68,405 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible Note Payable Short Term $85,766 Note 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 $ 82,257 40,776 21,445 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 $ 22,450 86,566 . $220,000 Note 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 The principal balance due at December 31, 2021 is $ 220,000 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 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. In exchange for the Agreement, the Company agreed to pay a one-time interest charge of $ 11,680 $410,000 Note (previously $600,000) On October 9 and October 16, 2020, the Company issued a convertible promissory note in the principal amount totaling $ 600,000 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 $ 600,000 On December 6, 2021, the holder of the note converted $ 190,000 3,800,000 410,000 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 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 On November 22, 2021, the loan of $ 48,000 573,798 621,798 As a result of the failure to timely file our Form 10-Q for the three month period ended September 30, 2020 and the Form 10-K for the year ended December 31, 2020, 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 and the Form 10-K for the year ended December 31, 2020. The $35,000 note provides for no default penalties. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 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 On December 6, 2021, the holder of the note converted $ 190,000 3,800,000 410,000 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. 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 At the completion of the stock purchase, Saveene 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 Saveene. 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 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. |
OPERATING LEASES _ DISCONTINUED
OPERATING LEASES – DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases Discontinued Operations | |
OPERATING LEASES – DISCONTINUED OPERATIONS | NOTE 11 – OPERATING LEASES – DISCONTINUED OPERATIONS 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 as of December 31, 2019. 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. In December 2021, the Company confirmed with the landlord that as of that time and on a going forward basis, the Company has no rental obligation, or past due rental obligation or any other related liability on its office/ warehouse space located at 3017 Greene Street, Hollywood, Florida. On October 22, 2021, the Company entered into a lease termination agreement (“Lease Termination”) with Canal Park Office to terminate the Company’s North Miami Beach, Florida office space. The Termination Agreement allows Canal Park Office to retain the security deposit of $ 24,799 21,000 See Note 1 for impairment discussion as of December 31, 2021. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Schedule of components of lease expense In accordance with ASC 842, the components of lease expense were as follows: Years ended December 31, 2021 2020 Operating lease expense $ 102,280 $ 182,483 Short term lease cost $ 4,430 $ 2,472 Total lease expense $ 102,280 $ 184,954 Schedule of other information related to leases In accordance with ASC 842, other information related to leases was as follows: Years ended December 31, 2021 2020 Operating cash flows from operating leases $ 102,280 $ 177,995 Cash paid for amounts included in the measurement of lease liabilities $ 102,280 $ 177,995 Weighted-average remaining lease term—operating leases – 2.4 Weighted-average discount rate—operating leases – 8 In accordance with ASC 842, maturities of operating lease liabilities as of December 31, 2021 were as follows: Schedule of Reconciliation of lease liabilities Operating Year ending: Lease 2022 $ – Total undiscounted cash flows $ – Reconciliation of lease liabilities: Weighted-average remaining lease terms – Weighted-average discount rate – Present values $ – Lease liabilities—current – Lease liabilities—long-term – Lease liabilities—total – Difference between undiscounted and discounted cash flows $ – Operating lease cost was $ 102,280 182,502 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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, 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. On July 16, 2020, Yogev Shvo, an individual and the member of Nature, entered into a joint venture, Flower Top Wellness LLC, with YCA Group LLC to create four (4) lines of brand name CBD products. The joint venture was terminated on November 11, 2020. The joint venture purchased a total of approximately $ 150,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – 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. At December 31, 2021, net operating loss carry forwards for Federal and state income tax purposes totaling approximately $ 495,000 A reconciliation of the statutory income tax rates and the effective tax rate is as follows: Schedule of income tax expense For the Years Ended December 31, 2021 2020 Statutory U.S. federal rate 21.0 21.0 State income tax, net of federal benefit 3.5 3.5 Permanent differences 0.0 0.0 Valuation allowance (24.5 (24.5 Provision for income taxes 0.0 0.0 The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: Schedule of deferred income taxes December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 495,455 $ 323,940 Stock based compensation – – Valuation allowance (495,455 ) (323,940 ) Deferred tax asset, net $ – $ – Major tax jurisdictions are the United States and Florida. All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 14 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. 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. 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 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 anti dilutive shares Years Ended December 31, 2021 2020 Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000 10,000 Total potentially dilutive shares 505,010,000 505,010,000 The following table sets forth the computation of basic and diluted net income per share: Schedule of earning per share Years Ended December 31, 2021 2020 Loss from continuing operations $ (1,136,288 ) $ (505,973 ) Discontinued operations (236,262 ) (44,629 ) Net loss attributable to the common stockholders $ (1,372,550 ) $ (550,602 ) Basic weighted average outstanding shares of common stock 76,735,271 35,787,669 Dilutive effect of options and warrants – – Diluted weighted average common stock and common stock equivalents 76,735,271 35,787,669 Loss per share: Net loss per share from continuing operations, basic and diluted $ (0.02 ) $ (0.02 ) Net loss per share from discontinued operations, basic and diluted (0.00 ) (0.00 ) Net loss per share total, basic and diluted $ (0.02 ) $ (0.02 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES 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: First Capital Venture 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. Rocket Systems – Discontinued Operations On October 13, 2021, Rocket Systems, Inc. (“Plaintiff”) filed a complaint against Nature Consulting LLC (“Nature”) in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-21-018840 (the “Complaint”). The complaint alleges that the Plaintiff paid Nature a deposit of $50,000 for the delivery of Nature products. According to the Complaint, Nature delivered $6,188 of the product but failed to deliver the remaining $43,812 of product. Plaintiff has demanded that the remainder of the product order be canceled and the refund of $43,812. In addition, the Plaintiff is seeking prejudgment interest and costs of this action. 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 except that Nature has recorded a reserve of $43,812 as of December 31, 2021. 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. Home Remedies CBD – Discontinued Operations On November 23, 2021, Home Remedies CBD, LLC (“Plaintiff”) filed a complaint against TheHemplug LLC (“THP”) in the pending 3rd Judicial Circuit Court in and for Wayne County, Michigan, (the “Michigan Court”), Case Number CACE-21-016306-CB (the “Complaint”). The complaint alleges that the Plaintiff paid Nature a deposit of $60,030 for the delivery of THP products. According to the Complaint, Nature delivered $27,600 of the product but failed to deliver the remaining $32,430 of product. In addition, Plaintiff returned $4,575 of product to correct the labeling and that THP failed to correct the labeling and return the product to Plaintiff. Plaintiff has demanded that the remainder of the product order be canceled and a refund of $37,005. In addition, the Plaintiff is seeking prejudgment interest and costs of this action. 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 except that THP has recorded a reserve of $15,000 as of December 31, 2021. 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. On July 19, 2022, THP agreed to pay Plaintiff a settlement of $ 15,000 Guarantees – Discontinued Operations The Company's Promissory Note is collateralized by substantially all of the Company's assets and is personally guaranteed by the Company's former CEO, Mr. Yogev Shvo. Employment Contracts The Company has no employment contracts with its key employees. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 16 – DISCONTINUED OPERATIONS As a result of the October 14, 2021 Complaint filed against Defendants, the Company determined that Nature would be accounted as a discontinued operation pursuant to ASC 205-20 Discontinued Operations The following table reconciles the loss realized from the disposal of discontinued operations: Schedule of gain on disposal of discontinued operation December 31, 2021 Accounts payable $ 386,129 Due to related party 72,743 Customer advance payments 203,518 Short term notes payable 149,490 Accrued interest 89,120 Gain on disposal of discontinued operation $ 901,000 Discontinued operations for the years ended December 31, 2021 and 2020 consist of the operations from Nature. The following tables lists the assets and liabilities of discontinued operations as of December 31, 2021 and 2020 and the discontinued operations for Nature for years ended December 31, 2021 and 2020: Schedule of assets and liabilities of discontinued operations December 31, December 31, 2021 2020 ASSETS Current assets: Cash $ – $ 97,503 Accounts receivable – 68,403 Inventories, net – 168,470 Prepaid expenses – 202,050 Total current assets of discontinued operation – 536,426 Property and equipment, net – 164,938 Intangibles, net – 71,855 Operating lease right-of-use assets, net – 461,695 Other assets – 24,799 Total non-current assets of discontinued operations – 723,287 TOTAL ASSETS OF DISCONTINUED OPERATION $ – $ 1,259,713 LIABILITIES Current liabilities: Accounts payable $ 386,129 $ 120,477 Due to related party 72,743 485,487 Loan payable to shareholder – 68,405 Customer advance payments 203,518 522,258 Short term notes payable 149,490 – Current portion of operating lease liabilities – 207,762 Accrued interest 89,120 – Other current liabilities – 26,997 Total current liabilities of discontinued operation 901,000 1,431,386 Long-term liabilities: Long term notes payable $ – $ 201,035 Operating lease liabilities net of current portion – 260,931 Total long-term liabilities of discontinued operation – 461,966 TOTAL LIABILITIES OF DISCONTINUED OPERATION $ 901,000 $ 1,893,352 For the Years Ended December 31, 2021 2020 Revenue $ 3,750,519 $ 7,674,306 Cost of sales 1,574,770 4,507,865 Gross profit 2,175,749 3,166,441 Operating expenses: Advertising and marketing expenses 392,171 866,779 General and administrative 2,005,117 2,297,497 Total operating expenses 2,397,288 3,164,276 Profit from operations (221,539 ) 2,165 Other expense (income): Impairment of assets 195,347 – Interest expense 19,672 60,156 Other expense – 5,350 Other income (200,296 ) (18,712 ) Total other expense 14,723 46,794 Loss before income taxes (236,262 ) (44,629 ) Income taxes – – Net loss of discontinued operations $ (236,262 ) $ (44,629 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Acquisition of TNRG Preferred Stock On February 28, 2022, Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White, and Mr. Donald Keer, each as an individual and principal shareholders of Bear Village, Inc., a Wyoming corporation, (the “Purchaser”) personally acquired 100% of the issued and outstanding shares of preferred stock (the “Preferred Stock”) of Thunder Energies Corporation, a Florida corporation, (the “Company” or the “Registrant”) from Mr. Yogev Shvo, an individual domiciled in Florida (the “Seller”) (the “Purchase”). The consideration for the purchase was provided to the Purchaser from the individual’s private funds. 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. As a result of the Purchase, the Purchaser 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 and therefore, the Company has a change in ownership resulting in the recognition of a gain or loss on the sale of the interest sold and a revaluation of any noncontrolling investment in accordance with ASC 810-10-40-5. As part of the Purchase Mr. Shvo submitted 55,000,000 shares of restricted common stock to the Company’s treasury for cancellation. The purchase price of $50,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Seller from the Purchaser. The Purchase of the Preferred Stock was the result of a privately negotiated transaction which consummation resulted in a change of control of the Registrant. 1) Purchaser acquired TNRG subject to the following existing debt and obligations: a. $35,000 Convertible Note held by ELSR plus accrued interest b. $85,766 Convertible Note held by ELSR plus accrued interest c. $220,000 Convertible Note held by 109 Canon plus accrued interest d. $410,000 Convertible Note held by Moshe Zucker plus accrued interest of which $190,000 has recently been converted into 3,800,000 shares of restricted common stock. e. Auditor Invoice estimated at $30,000 past due and $37,000 for completion of 2021 f. Accountant Invoice estimated at $42,500 and approximately $4,500 for completion of 2021 g. No other debt or liability is being assumed by Purchaser h. Purchaser specifically assumes no liability regarding any dispute between Orel Ben Simon and the Seller. Seller shall indemnify Company as required in the body of the Agreement. i. Company may be subject to potential liability and legal fees and associated costs regarding the FCV Matter if in excess of the Seller indemnification provisions set forth in Section 11 of the Agreement j. Purchaser on behalf of the Company is responsible for assuring the Company’s timely payment of all Company federal and state and any related tax obligations for fiscal year 2021 with the exception of taxes due relating to income, sales, license, business or any other taxes associated with Nature and HP 2) The transfer to Seller of all of TNRG’s security ownership interest in each of Nature and HP to Seller shall include the following existing Nature debt and related matters: a. EIDL Loan ($149,490 plus $9,290 accrued interest) b. $72,743 note due to Orel Ben Simon plus accrued interest c. All cases in action and potential legal liabilities concerning current disputes with Nature, HP, Ben Simon, Seller and any other parties. As a result of the Purchase and change of control of the Registrant, the existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D. Barren, Ms. Solange Bar and Mr. Yogev Shvo (Chairman) have either resigned or been voted out of their positions. Under the terms of the stock purchase agreement the new controlling shareholder was permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors. Mr. Ricardo Haynes became the sole Director, CEO and Chairman of the Board of the Registrant, and the acting sole officer of the Company. Employment Agreements On March 1, 2022, as amended on October 1, 2022, Mr. Ricardo Haynes, the Company’s Chief Executive Officer and President (“CEO”) entered into an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will be entitled to the following: · $5,700 for services performed from March 1, 2022 – June 30, 2022 · Lump Sum payment of $21,299.00 for services from July 1, 2022 – December 31, 2022 · 25,000,000 shares of TNRG common stock in the Company which vest immediately. · 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002 · 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002 · 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002 · $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company. · 1,500 RoRa Coins in possession of the Company. On October 1, 2022, the Company entered into Employment Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months notice. In addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under these Employment agreements, each employee will be entitled to the following: · Ms. Tori White, Director real Estate Development. o $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company. o 4,800 RoRa Coins in possession of the Company. · Mr. Eric Collins, Chairman and Chief Operations Officer. o $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company. o 2,500 RoRa Coins in possession of the Company. · Mr. Donald Keer, Corporate Counsel o $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company. o 700 RoRa Coins in possession of the Company. · Mr. Lance Lehr, Chief Operating Officer o $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company. o 500 RoRa Coins in possession of the Company. Consulting Agreements On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the related party will be entitled to a total of 10,000,000 common, vest immediately, valued at $300,000 (based on the Company’s stock price on the date of issuance) and will be expensed over the thirty-six (36) term of the Consulting agreement. On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the related party will be entitled to a total of 5,000,000 common, vest immediately, valued at $150,000 (based on the Company’s stock price on the date of issuance) and will be expensed over the thirty-six (36) term of the Consulting agreement. Convertible Notes Payable April 2022 Notes In April 2022, the Company authorized convertible promissory notes (“April 2022 Notes”) that pay interest at 10% per annum and are due and payable on December 31, 2022 for aggregate gross proceeds of $347,500 through August 31, 2022. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.07 per share into the Company’s common stock if before any public offering. The Note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note and accrual of interest as described above. 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 not have a BCF. $40,000,000 Convertible Note On May 13, 2022, the Company issued a convertible promissory note in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins (“Coins”), valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The holder of this Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. Conversion rights shall not vest until such time as the holder’s consideration, Coins are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet. The expected date for being live is November 1, 2022. Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company’s Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note as described above. 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 not have a BCF. Investment in Fourth &One On September 8, 2022, the Company entered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One, LLC (“Fourth & One”) with respect to the sale and transfer of 51.5% of Fourth & One’s interest in WC Mine Holdings, LLC (“WCMH”) giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange, the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime digital coins (“Coins”), valued at $1,450,000. The promissory note provides for no interest and matures on October 31, 2022 (“Maturity Date”). In addition, the promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by the Securities and Exchange Commission of the Company’s REG A II Offering and Fourth & One may convert all amounts into common stock prior to the Maturity Date at a conversion price of $2.00 per share. The Agreement also provides that should Fourth & One not be able to convert the Coins on or before October 31, 2022 at a conversion ratio of $800 per Coin, the Company will purchase all of the Coins for a total of $1,600,000 (2,000 Coins at $800 per Coin) on October 31, 2022. Financing Engagement Agreement On August 25, 2022 the Company entered into a Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization (“Financing”) which shall utilize a pledge of the Company’s stock and other properties currently owned or under the Company’s control. The legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company paid a retainer of $25,000 at the signing of the Legal Services Agreement which will be applied to any fees incurred in the Financing. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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, common stock valuation, the recoverability of intangibles, derivative valuation, impairment of assets, 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. The Company has not experienced any cash losses. |
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 $ 147,357 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. The computation of income taxes included in the Consolidated Statements of Operations, represents the tax effects that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Taxes are based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during each period. Actual rates and expenses could have differed had the Company actually been subject to U.S. federal and state income taxes for all periods presented. 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 Consolidated 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 Costs | Advertising and Marketing Costs Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was $ 392,171 866,779 |
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 3,750,519 4,620,105 Mask sales 0 3,054,201 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 Advanced Payments | Customer Advanced Payments Customer advanced payments consists of customer orders paid in advance of the delivery of the order. Customer advanced payments are classified as short-term as the typical order ships within approximately three weeks of placing the order. Customer advanced payments are recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Customer advanced payments as of December 31, 2021 and 2020 were $ 203,518 522,258 |
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 inventories of $ 0 168,470 |
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. Our intangible assets are being amortized on a straight-line basis over a period of five years. |
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 discounted 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 analyses require 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 The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has some lease agreements with lease and non-lease components, which are accounted for as a single lease component. See Note 1 for impairment discussion as of December 31, 2021. |
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 December 31, 2021, the fair value of cash, accounts receivable, accounts payable, accrued expenses, 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 the Black Scholes valuation method. The following table summarize the Company’s fair value measurements by level at December 31, 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 $ – $ – $ 83,404 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 the Black Scholes 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 Consolidated 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. |
Loss per Share | Loss per Share The computation of loss per share included in the Consolidated 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 December 31, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000 10,000 Total potentially dilutive shares 505,010,000 505,010,000 |
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 December 31, 2020. See Explanatory Note 1 for impairment discussion as of December 31, 2021. |
Discontinued Operations | Discontinued Operations As a result of the October 14, 2021 Complaint filed against Defendants, the Company determined that Nature would be accounted as a discontinued operation pursuant to ASC 205-20 Discontinued Operations |
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. 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. the Company has 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. The Company relies 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. |
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. |
NATURE OF BUSINESS (Tables)
NATURE OF BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of impairment charges | Schedule of impairment charges December 31, Impairment charges: 2021 Prepaids $ (12,500 ) Inventories (136,309 ) Net office equipment (18,586 ) Net computer equipment (15,283 ) Net machinery and equipment (21,782 ) Net leasehold improvements (79,665 ) Net website (64,100 ) Net operating lease right-of-use assets (306,902 ) Deposits (2) (24,799 ) Due to related party (1) 169,744 Current portion of operating lease liabilities (2) (3) 187,754 Operating lease liabilities net of current portion (2) (3) 127,081 Total impairment charges $ (195,347 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | Schedule of fair value measurements Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 83,404 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 December 31, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000 10,000 Total potentially dilutive shares 505,010,000 505,010,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | Schedule of Property and equipment Estimated Life December 31, 2021 December 31, 2020 Office equipment and furniture 5 years $ – $ 21,782 Computer equipment 3 years – 24,727 Machinery and equipment 5 years – 17,415 Leasehold Improvements Shorter of the estimated useful life or lease term – 114,491 Accumulated depreciation – (13,477 ) $ – $ 164,938 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Schedule of Intangible assets Estimated Life December 31, 2021 December 31, 2020 Website 5 $ – $ 77,550 Accumulated amortization – (5,695 ) $ – $ 71,855 |
Schedule of amortization intangible assets | Schedule of amortization intangible assets Amortization Year ending: Expense 2022 $ – Total amortization $ – Amortization expense was $ 7,755 5,695 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Schedule of Maturities of Long-term Debt Year ending: EIDL 2022 $ 149,490 Total liability $ 149,490 |
OPERATING LEASES _ DISCONTINU_2
OPERATING LEASES – DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases Discontinued Operations | |
Schedule of components of lease expense | Schedule of components of lease expense In accordance with ASC 842, the components of lease expense were as follows: Years ended December 31, 2021 2020 Operating lease expense $ 102,280 $ 182,483 Short term lease cost $ 4,430 $ 2,472 Total lease expense $ 102,280 $ 184,954 |
Schedule of other information related to leases | Schedule of other information related to leases In accordance with ASC 842, other information related to leases was as follows: Years ended December 31, 2021 2020 Operating cash flows from operating leases $ 102,280 $ 177,995 Cash paid for amounts included in the measurement of lease liabilities $ 102,280 $ 177,995 Weighted-average remaining lease term—operating leases – 2.4 Weighted-average discount rate—operating leases – 8 |
Schedule of Reconciliation of lease liabilities | Schedule of Reconciliation of lease liabilities Operating Year ending: Lease 2022 $ – Total undiscounted cash flows $ – Reconciliation of lease liabilities: Weighted-average remaining lease terms – Weighted-average discount rate – Present values $ – Lease liabilities—current – Lease liabilities—long-term – Lease liabilities—total – Difference between undiscounted and discounted cash flows $ – |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | Schedule of income tax expense For the Years Ended December 31, 2021 2020 Statutory U.S. federal rate 21.0 21.0 State income tax, net of federal benefit 3.5 3.5 Permanent differences 0.0 0.0 Valuation allowance (24.5 (24.5 Provision for income taxes 0.0 0.0 |
Schedule of deferred income taxes | Schedule of deferred income taxes December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 495,455 $ 323,940 Stock based compensation – – Valuation allowance (495,455 ) (323,940 ) Deferred tax asset, net $ – $ – |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of anti dilutive shares | Schedule of antidilutive shares December 31, 2021 December 31, 2020 Options to purchase shares of common stock – – Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000 10,000 Total potentially dilutive shares 505,010,000 505,010,000 |
Schedule of earning per share | Schedule of earning per share Years Ended December 31, 2021 2020 Loss from continuing operations $ (1,136,288 ) $ (505,973 ) Discontinued operations (236,262 ) (44,629 ) Net loss attributable to the common stockholders $ (1,372,550 ) $ (550,602 ) Basic weighted average outstanding shares of common stock 76,735,271 35,787,669 Dilutive effect of options and warrants – – Diluted weighted average common stock and common stock equivalents 76,735,271 35,787,669 Loss per share: Net loss per share from continuing operations, basic and diluted $ (0.02 ) $ (0.02 ) Net loss per share from discontinued operations, basic and diluted (0.00 ) (0.00 ) Net loss per share total, basic and diluted $ (0.02 ) $ (0.02 ) |
Treasury Stock [Member] | |
Schedule of anti dilutive shares | Schedule of anti dilutive shares Years Ended December 31, 2021 2020 Series A convertible preferred stock 500,000,000 500,000,000 Series B convertible preferred stock 5,000,000 5,000,000 Series C convertible preferred stock 10,000 10,000 Total potentially dilutive shares 505,010,000 505,010,000 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of gain on disposal of discontinued operation | Schedule of gain on disposal of discontinued operation December 31, 2021 Accounts payable $ 386,129 Due to related party 72,743 Customer advance payments 203,518 Short term notes payable 149,490 Accrued interest 89,120 Gain on disposal of discontinued operation $ 901,000 |
Schedule of assets and liabilities of discontinued operations | Schedule of assets and liabilities of discontinued operations December 31, December 31, 2021 2020 ASSETS Current assets: Cash $ – $ 97,503 Accounts receivable – 68,403 Inventories, net – 168,470 Prepaid expenses – 202,050 Total current assets of discontinued operation – 536,426 Property and equipment, net – 164,938 Intangibles, net – 71,855 Operating lease right-of-use assets, net – 461,695 Other assets – 24,799 Total non-current assets of discontinued operations – 723,287 TOTAL ASSETS OF DISCONTINUED OPERATION $ – $ 1,259,713 LIABILITIES Current liabilities: Accounts payable $ 386,129 $ 120,477 Due to related party 72,743 485,487 Loan payable to shareholder – 68,405 Customer advance payments 203,518 522,258 Short term notes payable 149,490 – Current portion of operating lease liabilities – 207,762 Accrued interest 89,120 – Other current liabilities – 26,997 Total current liabilities of discontinued operation 901,000 1,431,386 Long-term liabilities: Long term notes payable $ – $ 201,035 Operating lease liabilities net of current portion – 260,931 Total long-term liabilities of discontinued operation – 461,966 TOTAL LIABILITIES OF DISCONTINUED OPERATION $ 901,000 $ 1,893,352 For the Years Ended December 31, 2021 2020 Revenue $ 3,750,519 $ 7,674,306 Cost of sales 1,574,770 4,507,865 Gross profit 2,175,749 3,166,441 Operating expenses: Advertising and marketing expenses 392,171 866,779 General and administrative 2,005,117 2,297,497 Total operating expenses 2,397,288 3,164,276 Profit from operations (221,539 ) 2,165 Other expense (income): Impairment of assets 195,347 – Interest expense 19,672 60,156 Other expense – 5,350 Other income (200,296 ) (18,712 ) Total other expense 14,723 46,794 Loss before income taxes (236,262 ) (44,629 ) Income taxes – – Net loss of discontinued operations $ (236,262 ) $ (44,629 ) |
NATURE OF BUSINESS (Details)
NATURE OF BUSINESS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | $ (195,347) | $ 0 | |
Asset Impairment Charges | 195,347 | $ 0 | |
Prepaids [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (12,500) | ||
Asset Impairment Charges | 12,500 | ||
Inventories [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (136,309) | ||
Asset Impairment Charges | 136,309 | ||
Net Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (18,586) | ||
Asset Impairment Charges | 18,586 | ||
Net Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (15,283) | ||
Asset Impairment Charges | 15,283 | ||
Net Machinery And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (21,782) | ||
Asset Impairment Charges | 21,782 | ||
Net Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (79,665) | ||
Asset Impairment Charges | 79,665 | ||
Net Website [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (64,100) | ||
Asset Impairment Charges | 64,100 | ||
Net Operating Lease Right Of Use Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | (306,902) | ||
Asset Impairment Charges | 306,902 | ||
Deposit Impairment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | [1] | (24,799) | |
Asset Impairment Charges | [1] | 24,799 | |
Due To Related Party [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | [2] | (169,744) | |
Asset Impairment Charges | [2] | 169,744 | |
Operating Lease Liabilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | [3] | (187,754) | |
Asset Impairment Charges | [3] | 187,754 | |
Operating Lease Liabilities 1 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | [3] | (127,081) | |
Asset Impairment Charges | [3] | $ 127,081 | |
[1]On October 22, 2021, the Company entered into a lease termination agreement (“Lease Termination”) with Canal Park Office to terminate the Company’s North Miami Beach, Florida office space. The Termination Agreement allows Canal Park Office to retain the security deposit of $24,799 and to be paid $21,000. The Company was released from any other obligations.[2]The Company has included due to related party of $169,744 within the impairment charge above as these amounts have been used to settle the assets, as impaired, which have been commandeered, discarded, destroyed and taken possession of by the defendant. This amount related to working capital loan taken from the defendants.[3]In December 2021, the Company confirmed with the landlord that as of that time and on a going forward basis, the Company has no rental obligation, or past due rental obligation or any other related liability on its office/ warehouse space located at 3017 Greene Street, Hollywood, Florida. |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 2,020,464 | $ 647,914 |
[custom:WorkingCapital-0] | 2,583,421 | 1,569,288 |
Net Income (Loss) Attributable to Parent | $ 1,372,550 | $ 550,602 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value measurements) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | $ 83,404 | $ 124,180 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 505,010,000 | 505,010,000 |
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 | 500,000,000 | 500,000,000 |
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 | 10,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Allowance for doubtful accounts | $ 147,357 | $ 14,350 |
Impairment of intangible assets | 0 | |
Retail Sales [Member] | ||
Product Information [Line Items] | ||
Revenues | 3,750,519 | 4,620,105 |
Mask Sales [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 3,054,201 |
Discontinued Operations [Member] | ||
Product Information [Line Items] | ||
Advertising and marketing | 392,171 | 866,779 |
Revenues | 3,750,519 | 7,674,306 |
Customer advance payments | 203,518 | 522,258 |
Inventory | $ 0 | $ 168,470 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ 0 | $ (13,477) |
Equipment, net | $ 0 | 164,938 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Equipment, gross | $ 0 | 21,782 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Equipment, gross | $ 0 | 24,727 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Equipment, gross | $ 0 | 17,415 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | Shorter of the estimated useful life or lease term | |
Equipment, gross | $ 0 | $ 114,491 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 44,959 | $ 11,854 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Accumulated amortization | $ 0 | $ (5,695) |
Intangible assets, net | 0 | 71,855 |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 0 | $ 77,550 |
INTANGIBLE ASSETS (Details - Am
INTANGIBLE ASSETS (Details - Amortization expense) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 0 | |
Total amortization | $ 0 | $ 71,855 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7,755 | $ 5,695 |
DEBT TO FORMER SHAREHOLDER _ _2
DEBT TO FORMER SHAREHOLDER – discontinued operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Repayments of related party debt | $ 243,000 | $ 549,257 |
Proceeds from Related Party Debt | 0 | |
Proceeds from (Repayments of) Related Party Debt | 50,000 | |
Due To Related Party [Member] | ||
Offsetting Assets [Line Items] | ||
Due to related party | 0 | |
Ownership Agreement [Member] | Seller [Member] | Promissory Note [Member] | ||
Offsetting Assets [Line Items] | ||
Promissory note face amount | $ 750,000 | |
Interest rate | 15% | |
Maturity date | Mar. 01, 2022 | |
Repayments of related party debt | $ 193,000 | |
Due to related party | $ 72,743 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - E I D L Loan [Member] | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 149,490 |
Total liability | $ 149,490 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | May 14, 2020 | May 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 02, 2021 | |
Debt Instrument [Line Items] | ||||||
Other Income | $ 58,771 | |||||
Repayment of loan | 51,545 | $ 20,000 | ||||
E I D L Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 150,000 | $ 51,065 | 155,598 | |||
Interest rate | 3.75% | |||||
Periodic Payment | $ 731 | |||||
Grant received | $ 7,000 | |||||
Other Income | 7,000 | |||||
Repayment of loan | 1,462 | |||||
Long term notes payable | 149,490 | |||||
Unpaid interest | 155,598 | |||||
P P P Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1% | |||||
Repayment of loan | $ 51,065 | |||||
P P P Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 200,000 | |||||
Other Income | $ 200,000 |
LOAN PAYABLE TO SHAREHOLDER __2
LOAN PAYABLE TO SHAREHOLDER – discontinued operations (Details Narrative) | Dec. 31, 2021 USD ($) |
Shareholder [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Loan Payable | $ 68,405 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 4 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Apr. 22, 2019 | Oct. 04, 2020 | Dec. 06, 2021 | Nov. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2020 | Sep. 21, 2020 | Feb. 15, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||
Gain on extinguishment of debt | $ 621,798 | $ 0 | ||||||||
Convertible Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes payable | 85,766 | |||||||||
Default interest | 22,450 | 86,566 | ||||||||
Convertible Promissory Note [Member] | Ghs Investements [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | $ 57,000 | |||||||||
Debt stated interest rate | 8% | |||||||||
Debt Instrument, 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% | |||||||||
Convertible notes payable | 120,766 | |||||||||
Derivative liability | 82,257 | |||||||||
Change in derivative liability | 40,776 | $ 21,445 | ||||||||
Loan | $ 48,000 | |||||||||
Unpaid interest | 573,798 | |||||||||
Gain on extinguishment of debt | $ 621,798 | |||||||||
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 | $ 220,000 | ||||||||
Debt stated interest rate | 8% | |||||||||
Conversion Price | $ 0.05 | |||||||||
Unamortized debt discount | $ 220,000 | |||||||||
Interest charge | 11,680 | |||||||||
Convertible Promissory Note 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | $ 410,000 | $ 600,000 | ||||||||
Debt stated interest rate | 8% | |||||||||
Conversion Price | $ 0.05 | |||||||||
Unamortized debt discount | $ 600,000 | |||||||||
Debt Conversion, amount | $ 190,000 | |||||||||
Debt Conversion, Shares Issued | 3,800,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jan. 09, 2020 | Mar. 24, 2020 | May 14, 2019 | Aug. 14, 2020 | Oct. 13, 2020 | Oct. 04, 2020 | Dec. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Reverse stock split | 1 for 20 reverse stock-split of the Company’s Common Stock | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Proceeds from sale of preferred stock | $ 94,766 | |||||||||
Preferred stock outstanding | 50,000,000 | 50,000,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock outstanding | 5,000 | 5,000 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock outstanding | 10,000 | 10,000 | ||||||||
Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 250,000 | |||||||||
Ghs Investements [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued for cash, shares | 195,480 | |||||||||
Proceeds from issuance of stock | $ 33,232 | |||||||||
Saveene [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock converted, amount converted | $ 35,000 | |||||||||
Saveene [Member] | Series B Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock converted, shares issued | 5,000 | |||||||||
Saveene [Member] | Series C Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock converted, shares issued | 10,000 | |||||||||
Promissory Debenture [Member] | S P 11 [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt Conversion, amount | $ 35,000 | |||||||||
Debt Conversion, Shares Issued | 3,500,000 | |||||||||
Convertible Promissory Note 2 [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt Conversion, amount | $ 190,000 | |||||||||
Debt Conversion, Shares Issued | 3,800,000 | |||||||||
Debt face amount | $ 410,000 | $ 600,000 | ||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued for acquisition | 60,000,000 | 60,000,000 |
OPERATING LEASES - DISCONTINUED
OPERATING LEASES - DISCONTINUED OPERATIONS (Details - Components of lease expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases Discontinued Operations | ||
Operating lease expense | $ 102,280 | $ 182,483 |
Short term lease cost | 4,430 | 2,472 |
Total lease expense | $ 102,280 | $ 184,954 |
OPERATING LEASES - DISCONTINU_2
OPERATING LEASES - DISCONTINUED OPERATIONS (Details - Other information related to leases) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases Discontinued Operations | ||
Operating cash flows from operating leases | $ 102,280 | $ 177,995 |
Cash paid for amounts included in the measurement of lease liabilities | $ 102,280 | $ 177,995 |
Weighted-average remaining lease term - operating leases | 2 years 4 months 24 days | |
Weighted-average discount rate - operating leases | 0% | 8% |
OPERATING LEASES - DISCONTINU_3
OPERATING LEASES - DISCONTINUED OPERATIONS (Details - Reconciliation of lease liabilities) | Dec. 31, 2021 USD ($) |
Operating Leases Discontinued Operations | |
2022 | $ 0 |
Total undiscounted cash flows | $ 0 |
Weighted-average discount rate | 0% |
Present values | $ 0 |
Lease liabilities - current | 0 |
Lease liabilities - long-term | 0 |
Lease liabilities - total | 0 |
Difference between undiscounted and discounted cash flows | $ 0 |
OPERATING LEASES _ DISCONTINU_3
OPERATING LEASES – DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Oct. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating Lease, Cost | $ 102,280 | $ 182,502 | |
Termination Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Security deposit | $ 24,799 | ||
Security deposit paid | $ 21,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | |
Jul. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 0 | $ 0 | |
Yogev Shvo [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 150,000 |
INCOME TAXES (Details - Reconci
INCOME TAXES (Details - Reconciliation of statutory income tax rates) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 21% | 21% |
State income tax, net of federal benefit | 3.50% | 3.50% |
Permanent differences | 0% | 0% |
Valuation allowance | (24.50%) | (24.50%) |
Provision for income taxes | 0% | 0% |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred taxes) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 495,455 | $ 323,940 |
Stock based compensation | 0 | 0 |
Valuation allowance | (495,455) | (323,940) |
Deferred tax asset, net | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 495,000 |
EARNINGS PER SHARE (Details - A
EARNINGS PER SHARE (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 505,010,000 | 505,010,000 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 500,000,000 | 500,000,000 |
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 | 10,000 |
EARNINGS PER SHARE (Details - b
EARNINGS PER SHARE (Details - basic and diluted net income per share) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations | $ (1,136,288) | $ (505,973) |
Discontinued operations | (236,262) | (44,629) |
Net loss attributable to the common stockholders | $ (1,372,550) | $ (550,602) |
Basic weighted average outstanding shares of common stock | 76,735,271 | 35,787,669 |
Dilutive effect of options and warrants | 0 | 0 |
Diluted weighted average common stock and common stock equivalents | 76,735,271 | 35,787,669 |
Loss per share: | ||
Net loss per share from continuing operations, basic and diluted | $ (0.02) | $ (0.02) |
Net loss per share from discontinued operations, basic and diluted | 0 | 0 |
Net loss per share total, basic and diluted | $ (0.02) | $ (0.02) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended |
Jul. 19, 2022 USD ($) | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Payment for settlement | $ 15,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details - Gain on disposal of discontinued opreation) | Dec. 31, 2021 USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Accounts payable | $ 386,129 |
Due to related party | 72,743 |
Customer advance payments | 203,518 |
Short term notes payable | 149,490 |
Accrued interest | 89,120 |
Gain on disposal of discontinued operation | $ 901,000 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details - Assets and liabilities of discontinued operations) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | ||
Total current assets of discontinued operation | $ 0 | $ 536,426 |
Total non-current assets of discontinued operations | 0 | 723,287 |
Current liabilities: | ||
Accounts payable | 386,129 | |
Due to related party | 72,743 | |
Customer advance payments | 203,518 | |
Accrued interest | 89,120 | |
Total current liabilities of discontinued operation | 901,000 | 1,431,386 |
Long-term liabilities: | ||
Total long-term liabilities of discontinued operation | 0 | 461,966 |
Other expense (income): | ||
Net loss of discontinued operations | (236,262) | (44,629) |
Discontinued Operations [Member] | ||
Current assets: | ||
Cash | 0 | 97,503 |
Accounts receivable | 0 | 68,403 |
Inventories, net | 0 | 168,470 |
Prepaid expenses | 0 | 202,050 |
Total current assets of discontinued operation | 0 | 536,426 |
Property and equipment, net | 0 | 164,938 |
Intangibles, net | 0 | 71,855 |
Operating lease right-of-use assets, net | 0 | 461,695 |
Other assets | 0 | 24,799 |
Total non-current assets of discontinued operations | 0 | 723,287 |
TOTAL ASSETS OF DISCONTINUED OPERATION | 0 | 1,259,713 |
Current liabilities: | ||
Accounts payable | 386,129 | 120,477 |
Due to related party | 72,743 | 485,487 |
Loan payable to shareholder | 0 | 68,405 |
Customer advance payments | 203,518 | 522,258 |
Short term notes payable | 149,490 | |
Current portion of operating lease liabilities | 0 | 207,762 |
Accrued interest | 89,120 | |
Other current liabilities | 0 | 26,997 |
Total current liabilities of discontinued operation | 901,000 | 1,431,386 |
Long-term liabilities: | ||
Long term notes payable | 0 | 201,035 |
Operating lease liabilities net of current portion | 0 | 260,931 |
Total long-term liabilities of discontinued operation | 0 | 461,966 |
TOTAL LIABILITIES OF DISCONTINUED OPERATION | 901,000 | 1,893,352 |
Revenue | 3,750,519 | 7,674,306 |
Cost of sales | 1,574,770 | 4,507,865 |
Gross profit | 2,175,749 | 3,166,441 |
Operating expenses: | ||
Advertising and marketing expenses | 392,171 | 866,779 |
General and administrative | 2,005,117 | 2,297,497 |
Total operating expenses | 2,397,288 | 3,164,276 |
Profit from operations | (221,539) | 2,165 |
Other expense (income): | ||
Impairment of assets | 195,347 | 0 |
Interest expense | 19,672 | 60,156 |
Other expense | 0 | 5,350 |
Other income | (200,296) | (18,712) |
Total other expense | 14,723 | 46,794 |
Loss before income taxes | (236,262) | (44,629) |
Income taxes | 0 | 0 |
Net loss of discontinued operations | $ (236,262) | $ (44,629) |