Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 21, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-177532 | |
Entity Registrant Name | KAYA HOLDINGS, INC | |
Entity Central Index Key | 0001530746 | |
Entity Tax Identification Number | 90-0898007 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 915 Middle River Drive | |
Entity Address, Address Line Two | Suite 316 | |
Entity Address, City or Town | Ft. Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33304 | |
City Area Code | 954 | |
Local Phone Number | 892-6911 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,722,835 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and equivalents | $ 40,408 | $ 565,979 |
Inventory | 28,714 | 51,484 |
Prepaid expenses | 13,967 | 13,967 |
Total current assets | 83,089 | 631,430 |
NON-CURRENT ASSETS: | ||
Right-of-use asset - operating lease | 207,680 | 255,770 |
Property and equipment, net of accumulated depreciation of $382,167 and $364,331 | 556,897 | 574,733 |
Investment in subsidaries | 22,150 | 25,021 |
Other Assets | 91,706 | 82,159 |
Total non-current assets | 878,433 | 937,683 |
Total assets | 961,522 | 1,569,113 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expense | 971,420 | 918,148 |
Accounts payable and accrued expense-related parties | 263,933 | 141,990 |
Accrued interest | 1,602,273 | 1,152,783 |
Right-of-use liability - operating lease | 82,908 | 79,875 |
Taxable Payable | 859,505 | 782,107 |
Convertible notes payable, net of discount of $81,660 and $0 | 93,340 | 25,000 |
Notes payable | 9,312 | 9,312 |
Derivative liabilities | 8,995,335 | 4,980,563 |
Total current liabilities | 12,878,026 | 8,089,778 |
NON-CURRENT LIABILITIES: | ||
Notes payable-related party | 250,000 | 250,000 |
Convertible notes payable, net of discount of $342,290 and $477,634 | 7,069,862 | 6,934,518 |
Accounts payable and accrued expense-related parties | 500,000 | 500,000 |
Notes Payable | ||
Derivative liabilities | ||
Right-of-use liabiliy - operating lease | 135,881 | 202,722 |
Total non-current liabilities | 7,955,743 | 7,887,240 |
Total liabilities | 20,833,769 | 15,977,018 |
STOCKHOLDERS' DEFICIT: | ||
Common stock , par value $.001; 500,000,000 shares authorized; 14,722,835 shares issued as of September 30, 2022 and 14,722,835 shares outstanding as of December 31, 2021, respectively | 14,723 | 14,723 |
Subscriptions payable | 163,630 | 163,630 |
Additional paid in capital | 21,752,066 | 21,735,185 |
Accumulated deficit | (39,880,555) | (34,495,346) |
Accumulated other comprehensive income | (12,900) | (3,719) |
Total stockholders' deficit attributable to parent company | (17,963,036) | (12,585,527) |
Non-controlling interest | (1,909,211) | (1,822,378) |
Total stockholders' deficit | (19,872,247) | (14,407,905) |
Total liabilities and stockholders' deficit | 961,522 | 1,569,113 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Convertible preferred stock, Value | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Convertible preferred stock, Value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant, and Equipment, Owned, Accumulated Depreciation | $ 368,230 | $ 364,331 |
Convertible Notes Payable Net Discount | 81,660 | 0 |
Convertible Long Term Notes Payable Net Discount | $ 342,290 | $ 477,634 |
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock Shares Issued | 14,722,835 | 14,722,835 |
Common Stock Shares Outstanding | 14,722,835 | 14,722,835 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 100,000 |
Preferred Stock, Shares Outstanding | 0 | 100,000 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 40 | 40 |
Preferred Stock, Shares Outstanding | 40 | 40 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 172,968 | $ 214,051 | $ 556,818 | $ 690,267 |
Cost of sales | 59,771 | 62,245 | 182,369 | 224,788 |
Gross profit | 113,197 | 151,806 | 374,449 | 465,479 |
Operating expenses: | ||||
Professional fees | 182,140 | 316,979 | 565,529 | 682,884 |
Salaries and wages | 94,176 | 96,436 | 296,327 | 271,057 |
(Gain) Loss on impairment of assets | (13,696) | (58,626) | ||
General and administrative | 106,745 | 225,245 | 380,920 | 625,093 |
Total operating expenses | 383,061 | 624,964 | 1,242,776 | 1,520,408 |
Operating loss | (269,864) | (473,158) | (868,327) | (1,054,929) |
Other income (expense): | ||||
Interest expense | (158,880) | (153,746) | (466,319) | (464,566) |
Amortization of debt discount | (6,613) | (60,113) | (163,817) | (273,184) |
Derivative liabilities expense | (566,080) | |||
Gain (loss) on Settlement | 45,458 | 45,458 | ||
Gain (loss) on disposal | 17,177 | 13,214 | 17,177 | 13,214 |
Change in derivative liabilities expense | (6,994,461) | 4,562,135 | (3,904,639) | 9,825,029 |
Total other expense | (7,142,777) | 4,406,948 | (4,517,598) | 8,579,871 |
Net income (loss) before income taxes | (7,412,641) | 3,933,790 | (5,385,925) | 7,524,942 |
Provision for Income Taxes | (22,535) | (77,398) | ||
Net income (loss) | (7,435,176) | 3,933,790 | (5,463,323) | 7,524,942 |
Net Income (loss) attributed to non-controlling interest | (20,279) | (18,003) | (78,114) | (83,456) |
Net income (loss) attributed to Kaya Holdings, Inc. | $ (7,414,897) | $ 3,951,793 | $ (5,385,209) | $ 7,608,398 |
Basic net income (loss) per common share | $ (0.50) | $ 0.26 | $ (0.37) | $ 0.52 |
Weighted average number of common shares outstanding - Basic | 14,722,835 | 15,007,329 | 14,722,835 | 14,771,003 |
Diluted net income (loss) per common share | $ 0 | $ (0.37) | $ 0.11 | |
Weighted average number of common shares outstanding - Diluted | 14,722,835 | 71,263,410 | 14,722,835 | 71,027,084 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net income (loss) | $ (7,414,897) | $ 3,951,793 | $ (5,385,209) | $ 7,608,398 |
Other comprehensive income (expense) | ||||
Foreign currency adjustments | (6,162) | 1,347 | (17,900) | 2,966 |
Comprehensive income (loss) | (7,421,059) | 3,950,446 | (5,403,109) | 7,605,432 |
Net loss attirbuted to non-controlling interest | 20,279 | (18,003) | (78,114) | (83,456) |
Comprehensive loss attributatable to Kaya Holdings | $ 7,400,780 | $ 3,968,449 | $ (5,324,995) | $ 7,688,888 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Common Stock [Member] | Subscription Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 100 | $ 14,265 | $ 163,880 | $ 20,639,456 | $ (44,219,608) | $ (1,524,182) | $ (24,926,089) | ||
Beginning Balance, Shares at Dec. 31, 2020 | 100,000 | 14,264,409 | |||||||
Imputed interest | 22,438 | 22,438 | |||||||
Common stock issued for Cash | $ 158 | (250) | 35,092 | 35,000 | |||||
Common stock issued for Cash, Shares | 158,332 | ||||||||
Common stock issued for debt conversion and interest | $ 1,307 | 194,708 | 196,015 | ||||||
Common stock issued for debt conversion and interest, Shares | 1,306,765 | ||||||||
Share Cancellation | $ (1,007) | 1,007 | |||||||
Share Cancellation, Shares | (1,006,671) | ||||||||
Exchanges of preferred shares - sereies C to series D | $ (100) | 100 | |||||||
Exchange of pre of preferred shares - series C to series D, Shares | (100,000) | 40 | |||||||
Settlement of related party accrued compensation | 559,058 | 559,058 | |||||||
Reclassification of derivative liabilities to additional paid in capital | 283,326 | 283,326 | |||||||
Business combination of foreign entities | 35,805 | 35,805 | |||||||
Translation Adjustment | (3,719) | (2,992) | (6,711) | ||||||
Net Income | 9,724,262 | (331,009) | 9,393,253 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 14,723 | 163,630 | 21,735,185 | (34,495,346) | (3,719) | (1,822,378) | (14,407,905) | ||
Ending Balance, Shares at Dec. 31, 2021 | 40 | 14,722,835 | |||||||
Imputed interest | 16,829 | 16,829 | |||||||
Settlement of related party accrued compensation | 52 | 52 | |||||||
Reclassification of derivative liabilities to additional paid in capital | |||||||||
Translation Adjustment | (9,181) | (8,719) | (17,900) | ||||||
Net Income | (5,385,209) | (78,114) | (5,463,323) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 14,723 | $ 163,630 | $ 21,752,066 | $ (39,880,555) | $ (12,900) | $ (1,909,211) | $ (19,872,247) | ||
Ending Balance, Shares at Sep. 30, 2022 | 40 | 14,722,835 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cashflows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ (5,385,209) | $ 7,608,398 | |
Adjustments to reconcile net income / loss to net cash used in operating activities: | |||
Adjustment to non-controlling interest | (78,114) | (83,456) | |
Depreciation | 17,836 | 90,221 | |
Imputed interest | 16,829 | 16,767 | |
Loss (gain) on disposal of fixed assets | (17,177) | (13,214) | |
Loss (gain) on impairment of right-of-use asset | (58,626) | ||
Derivative expense | 566,080 | ||
Change in derivative liabilities | 3,904,639 | (9,825,029) | |
Gain on settlement | (45,458) | ||
Amortization of debt discount | 163,817 | 273,184 | |
Changes in operating assets and liabilities: | |||
Prepaid expense | (263) | ||
Inventory | 22,770 | 11,778 | |
Right-of-use asset | 71,828 | 44,122 | |
Other assets | (14,679) | (35,142) | |
Accrued interest | 449,490 | 447,799 | |
Accounts payable and accrued expenses | 53,272 | 175,526 | |
Accounts payable and accrued expenses - Related Parties | 121,995 | 345,082 | |
Right-of-use liabilities | 87,546 | (44,432) | |
Tax liabilities | 77,398 | ||
Net cash provided by(used in) operating activities | (682,851) | (526,663) | |
INVESTING ACTIVITIES: | |||
Proceeds from sales of fixed assets | 17,177 | 14,460 | |
Net cash provided by investing activities | 17,177 | 14,460 | |
FINANCING ACTIVITIES: | |||
Proceeds from common stock subscriptions | 35,000 | ||
Proceeds from convertible debt | 150,000 | 466,000 | |
Non-controlling contribution | 27,273 | ||
Net cash provided by financing activities | 150,000 | 528,273 | |
NET INCREASE (DECREASE) IN CASH | (515,674) | 16,070 | |
Effects of currency translation on cash and cash equivalents | (9,897) | (2,966) | |
CASH BEGINNING BALANCE | 565,979 | 43,162 | $ 43,162 |
CASH ENDING BALANCE | 40,408 | 56,266 | 565,979 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest paid | |||
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING | |||
Adoption of lease standard ASC 842 | 23,738 | ||
Reclassification of derivative liability to additional paid in capital | 283,326 | $ 283,326 | |
Derivative liability on convertible note payable | 110,133 | 316,000 | |
Value of common shares issued for conversion of principle and interest | 196,015 | ||
Capitalization of interest pursuant to amended agreement | 18,992 | ||
Shares issued for cash from stock payable | 250 | ||
Settlment of accounts payable with note payable | 55,000 | ||
Settlement of related party liabilities in excess of net book value of asset distributed | $ 12,453 |
ORGANIZATION AND NATURE OF THE
ORGANIZATION AND NATURE OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF THE BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF THE BUSINESS Organization Kaya Holdings, Inc. FKA (Alternative Fuels Americas, Inc.) is a holding company. The Company was incorporated in 1993 and has engaged in a number of businesses. Its name was changed on May 11, 2007 to NetSpace International Holdings, Inc. (a Delaware corporation) (“NetSpace”). NetSpace acquired 100% of Alternative Fuels Americas, Inc. (a Florida corporation) in January 2010 in a stock-for-member interest transaction and issued 6,567,247 shares of common stock and 100,000 shares of Series C convertible preferred stock to existing shareholders. Certificate of Amendment to the Certificate of Incorporation was filed in October 2010 changing the Company’s name from NetSpace International Holdings, Inc. to Alternative Fuels Americas, Inc. (a Delaware corporation). Certificate of Amendment to the Certificate of Incorporation was filed in March 2015 changing the Company’s name from Alternative Fuels Americas, Inc. (a Delaware corporation) to Kaya Holdings, Inc. The Company has four subsidiaries: Alternative Fuels Americas, Inc, a Florida corporation, which is wholly-owned, Marijuana Holdings Americas, Inc., a Florida corporation (“MJAI”), which is majority-owned, 34225 Kowitz Road, LLC, a wholly-owned Oregon limited liability company which holds ownership of the Company’s 26 acre property in Lebanon, Oregon on which it plans to develop a legal cannabis cultivation and manufacturing facility, and Kaya Brand International, Inc. (KBI) a Florida Corporation which the Company owns 85% of which was formed on October 14, 2019 to expand the business overseas MJAI develops and operates the Company’s legal cannabis retail operations in Oregon through controlling ownership interests in five Oregon limited liability companies: MJAI Oregon 1 LLC, MJAI Oregon 2 LLC (inactive), MJAI Oregon 3 LLC (inactive) , MJAI Oregon 4 LLC (inactive) and MJAI Oregon 5 LLC. MJAI Oregon 1 LLC is the entity that holds the licenses for the Company’s retail store operations and pending OLCC Production and Processing license transfer applications for the 260 Grimes Street property in Eugene, Oregon. MJAI Oregon 5 LLC maintains the Company’s pending OLCC Producer Application for the Company’s 26 acre farm property in Lebanon Oregon. KBI is the entity that holds controlling ownership interests in Kaya Farms Greece, S.A. (a Greek corporation) and Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation). These two entities were formed to facilitate expansion of the Company’s business in Greece and Israel respectively. Nature of the Business In January 2014, KAYS incorporated MJAI, a wholly-owned subsidiary, to focus on opportunities in the legal recreational and medical marijuana in the United States. MJAI has concentrated its efforts in Oregon, where through controlled Oregon limited liability companies, it initially secured licenses to operate a medical marijuana dispensary (an “MMD”) and following legalization of recreational cannabis use in Oregon, has secured licenses to operate four retail outlets and purchased 26 acres for development as a legal cannabis cultivation and manufacturing facility. The Company has developed the Kaya Shack™ brand for its retail operations and the Kaya Farms ™ brand for its cannabis gowing and processing operations. On July 3, 2014 opened its first Kaya Shack™ MMD in Portland, Oregon. In April 2015, KAYS commenced its own medical marijuana grow operations for the cultivation and harvesting of legal marijuana thereby becoming the first publicly traded U.S. company to own a majority interest in a vertically integrated legal marijuana enterprise in the United States. In October 2015, concurrent with Oregon commencing legal sales of recreational marijuana through MMDs, KAYS opened its second retail outlet in Salem, Oregon, the Kaya Shack™ Marijuana Superstore. During 2015, the Company also consolidated its grow operations and manufacturing operations into a single facility in Portland, Oregon. In 2016, Oregon began the process to transition legal marijuana sales from Oregon Health Authority (“OHA”) licensed MMDs and grow operations to Oregon Liquor Control Commission (“OLCC”) licensed recreational marijuana retailers and producer and processing facilities. Effective January 1, 2017, all retailers of recreational marijuana were required to have a recreational marijuana sales license issued by the OLLC for each retail outlet operated. In 2016 the Company applied for OLLC licenses for its two initial Kaya Shack™ retail outlets (Portland, Oregon and South Salem, Oregon), and also submitted license applications for its two new locations under construction and development at that time. In late December 2016, we received our OLCC recreational license for the South Salem Kaya Shack™ Marijuana Superstore (Kaya Shack™ OLCC Marijuana Retailer License #1) and recreational and medical sales continued without interruption from 2016 through the present at that location. On March 21, 2017, we received our North Salem Kaya Shack™ outlet (Kaya Shack™ OLCC Marijuana Retailer License #2) a 2,600-square foot Kaya Shack™ Marijuana Superstore in North Salem, Oregon, whereupon the location opened for business with both recreational and medical sales. On May 2, 2017, we received our OLCC recreational license for our Portland Kaya Shack™ outlet (Kaya Shack™ OLCC Marijuana Retailer License #3) after a delay of approximately four months. During that period, we were limited to solely medical sales at the Portland location. Upon receipt of Kaya Shack™ OLCC Marijuana Retailer License #3, recreational sales recommenced at that location. During August of 2017, the Company purchased a 26 acre parcel in Lebanon, Linn County, Oregon, on which we intend to construct an 85,000 square foot Kaya Farms™ Greenhouse Grow and Production Facility at the property. On February 15, 2018, we received our OLCC recreational, medical and home delivery license for the Central Salem Kaya Shack TM TM TM On August 18, 2018, the Company had concluded the purchase of the Eugene, Oregon based Sunstone Farms manufacturing facility, which was licensed by the OLCC for both the production of medical and recreational marijuana flower and the processing of cannabis concentrates/extracts/edibles. The purchase included a 12,000 square foot building housing and indoor grow facility, as well as equipment for growing and extraction activity. The purchase price of $1.3 was paid for by the issuance of 12 million shares of KAYS restricted stock to the seller at closing. Additionally, the seller purchased 2.5 million restricted shares for $250,000 in cash in a private transaction with the Company, and became a Board Member of Kaya Holdings. While the shares carried a lock-up-restriction allowing for their staged eligibility for resale over a 61-month period from the date of the purchase of the facility by KAYS, none of the shares have been submitted for resale. In mid-April, 2019 the Company was notified by Sunstone that the OLCC had filed an administrative proceeding and was proposing that Sunstone’s licenses for the facility purchased by KAYS be cancelled, claiming that Sunstone had not filed paperwork correctly with respect to the transaction and the historical ownership of Bruce Burwick, the seller of the facility to the Company. Neither the Issuer nor any of its agents, consultants, employees or related entities was named as a respondent to the action and accordingly could not respond to the proceedings. On September 26, 2019, the Company formed the majority owned subsidiary Kaya Brands International, Inc. (“KBI”) to serve as the Company’s vehicle for expansion into worldwide cannabis markets. On November 4, 2019 the Company filed an 8-K announcing that its majority owned subsidiary, Kaya Brands International, Inc. (“KBI”), had executed a memorandum of understanding (“MOU”) setting forth the terms for KBI’s acquisition of a 50% ownership interest in Greekkannabis, PC (“GKC”), an Athens, Greece based cannabis company which at the time was awaiting issuance of a medical cannabis cultivation, processing, and export license from the Greek government. In February, 2020 the Company renewed the OLCC Marijuana Retailer Licenses #1, 2 and 4 listed above and did not renew OLCC Marijuana Retailer License #3 and ceased operations at that location. The Company is currently seeking to transfer OLCC License #4 to another location. On April 22, 2020 KAYS/KBI received confirmation from its Greek Counsel that the Greek Government had approved and issued the Crucial Installation License for the GKC facility which is the subject of the previously announced MoU executed by and between KBI and GKC. The license allows for construction of a medical cannabis cultivation and process facility which includes twelve (12) 35,000 square foot of light deprivation greenhouses and an additional 50,000 square foot building for workspace, storage and administrative offices situated on fifteen acres of land in Thibes, Greece. On June 7, 2020 Kaya Shalvah (“Kaya Farms Israel”) was incorporated by the Company’s Israel Counsel, Sullivan & Worcester. KBI owns a majority of Kaya Farms Israel. On October 15, 2020 the OLCC approved a settlement between the OLCC and Sunstone Marketing Partners that required that the licenses for the Eugene Oregon based Sunstone Farms facility be sold to a third party (other than KAYS) or surrendered. For more information, please see Note 15, Subsequent Events and Part II-Other Information, Item 1, Legal Proceedings elsewhere in this filing. On November 27, 2020 Kaya Farms Greece, S.A. (“KFG)” was incorporated by the Company’s Greek Counsel Dalakos, Fassolis and Theofanopoulos of Piraeus, Greece. KBI owns a majority of KFG. On December 31, 2020, the Company entered into a joint venture agreement with Greekkbannabis. The current joint venture arrangements are in the developmental stage and therefore only the initial start-up costs are included in the financial statement for the year ended December 31, 2020. For more information, please see Note, 16 Subsequent Events, and also information on Kaya Farms Greece elsewhere in this filing. On January 11, 2021, KAYS/KBI, through a majority owned subsidiary of KBI (Kaya Farms Greece or “KFG") and Greekkannabis (“GKC") executed an agreement for KBI to acquire 50% of GKC. The terms are as follows: 1. Prior to the execution of the transaction, the GKC shareholders owned a total of 320 shares (100%) of GKC. 2. Pursuant to first section of the contract, KBI has initially acquired 80 shares of GKC (from the current shareholders) for payment of 30,000 Euros- 20,000 Euros have been paid from the $31,688 (25,000 Euros) sent to Greece on December 31, 2020 and the remaining 10,000 Euros is due to be paid by June 30, 2021. This leaves current shareholders on GKC side with 240 shares. 3. GKC is in process of issuing an additional 160 shares of GKC to KFG in exchange for additional paid in capital by KFG of 16,000 Euros. At the conclusion of the process (minutes of meetings have to be published in Greek Government publications, etc which will take a few months), KFG will own 50% of GKC (240 shares) and the current shareholders of GKC will own 50% (240 shares). 5. An operating agreement is currently being drafted that allows for 5 board members (2 from KFG and 3 from GKC). Ilias will become the President and Panos will become the vice president and Managing Director. Final terms will include the provision that a super majority (80%) is required to enter into a transaction in excess of 100K Euros and also to issue new shares, encumber/sell existing shares, enter into decisions regarding infrastructure, development and construction decisions, etc. On March 31, 2021 the Company entered into a settlement with Sunstone Capital Partners, LLC, Sunstone Marketing Partners LLC and Bruce Burwick, the principal of Sunstone and a director of Kays, regarding the failure to deliver to KAYS the Oregon Cannabis Production and Processing Licenses that were part of a warehouse purchase transaction in August 2018. On July 28, 2021 the Company announced that all terms had been satisfied. Pursuant to the terms of the settlement, Bruce Burwick surrendered to KAYS 1,006,671 shares of our common stock issued to him in connection with the transaction (800,003 shares which were issued for the facility purchase, 166,667 shares which were issued for $250,000 in cash and 40,001 shares which were issued as annual compensation for Burwick serving as a director of KAYS). The shares have been submitted to KAYS' transfer agent for cancellation. In addition, the Company received clear title to the warehouse facility, which enables the Company to sell it without restriction. As part of the settlement, Burwick received $160,000 from the net proceeds of the sale of the facility's grow license to an unrelated third party, resigned from the Company's board of directors and agreed to work as a non-exclusive consultant to the Company for the next four years for a yearly fee of $35,000.00. On October 12, 2021, KAYS completed the sale of its Eugene, Oregon Cannabis Production and Processing Facility for gross proceeds of $1,325,000, generating a cash influx of approximately $0.09 per share for the Company (the “Eugene Warehouse Sale”). The sale was part of our recently announced settlement with Sunstone Farms, and it also resulted in the cancellation of 1,006,671 shares of KAYS stock, decreasing the Company’s issued and outstanding shares by approximately 6.5% to 14.7 million shares. Funds received from the sale were and are being used to repay certain debt and strengthen our balance sheet and for general working capital purposes, as well as provide the initial stage capital for some of the Company’s U.S. and global expansion activities, including its planned cultivation sites in Greece and Israel. On July 6, 2022, KAYS filed an 8-K and announced that it is leveraging its cannabis operational experience in Oregon and is in the process of seeking the requisite licenses from the Oregon Department of Health to operate State Legal Psilocybin Manufacturing and Facilitation Service Centers in Oregon. In November 2020 Oregon became the first state in the United States to legalize and license the supervised use of psychedelic therapeutics for treatment of a range of physical and mental health issues. The Oregon Health Authority (“OHA”) is expected to begin issuing licenses in January 2023. The OHA also launched Oregon’s medical cannabis program in 2014, giving KAYS critical experience in comprehending and complying with OHA mandates, and sets the stage for KAYS First Mover Advantage in the emerging US Psychedelic Therapeutics Industry. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2 – LIQUIDITY AND GOING CONCERN The Company’s consolidated financial statements as of September 30, 2022 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred net loss of $ 5,385,209 7,608,398 12,794,397 • the sale of additional equity and debt securities, • alliances and/or partnerships with entities interested in and having the resources to support the further development of the Company’s business plan, • business transactions to assure continuation of the Company’s development and operations, • development of a unified brand and the pursuit of licenses to operate recreational and medical marijuana facilities under the branded name. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates. Risks and Uncertainties The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at other locations where product is expected to be sold (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales. Fiscal Year The Company’s fiscal year-end is December 31. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Kaya Holdings, Inc. and all wholly and majority-owned subsidiaries. All significant intercompany balances have been eliminated. Wholly-owned subsidiaries: · Alternative Fuels Americas, Inc. (a Florida corporation) · 34225 Kowitz Road, LLC (an Oregon LLC) Majority-owned subsidiaries: Kaya Brands International, Inc. (a Florida Corporation) Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation) majority owned subsidiary of KBI) Kaya Farms Greece, S.A. (a Greek Corporation) majority owned subsidiary of KBI) · Marijuana Holdings Americas, Inc. (a Florida corporation) o MJAI Oregon 1 LLC o MJAI Oregon 2 LLC (inactive) o MJAI Oregon 3 LLC (inactive) o MJAI Oregon 4 LLC (inactive) o MJAI Oregon 5 LLC Non-Controlling Interest The company owned 55% of Marijuana Holdings Americas until September 30, 2019. Starting October 1, 2019, Kaya Holding, Inc. owns 65% of Marijuana Holdings Americas, Inc. As of March 30, 2022, Kaya owns 65% of Marijuana Holdings Americas, Inc. The company owned 85% of Kaya Brands International, Inc. until July 31, 2020. Starting August 1, 2020, Kaya Holding, Inc. owns 65% of Kaya Brands International, Inc. Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of September 30, 2022 is $ 28,714 51,484 0 0 Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-30 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Long-lived assets The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. Operating Leases We lease our retail stores under non-cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. 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. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease payments used to determine the Company's operating lease asset may include lease incentives and stated rent increases. Our lease term may include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Deferred Rent and Tenant Allowances Deferred rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-line basis starting from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession. Earnings Per Share In accordance with ASC 260, Earnings per Share, the Company calculates basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed if the Company has net income; otherwise it would be anti-dilutive, and would result from the conversion of a convertible note. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We are subject to certain tax risks and treatments that could negatively impact our results of operations Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses. Provision for Income Taxes We recorded a provision for income taxes in the amount of $ 782,107 0 Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 40,408 $ - $ - Total assets 40,408 - - Liabilities Convertible debentures, net of discounts of $342,290 - - 7,069,862 Short term debt, net of discounts of $-0- - - - Derivative liability - - 8,995,335 Total liabilities - - 16,065,197 $ 40,408 $ - $ (16,065,197) Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 565,979 $ - $ - Total assets 565,979 - - Liabilities Convertible debentures, net of discounts of $477,634 - - 6,959,518 Short term debt, net of discounts of $-0- - - - Derivative liability - - 4,980,563 Total liabilities - - 11,940,081 $ 565,979 $ - $ (11,940,081) The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 7. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Binomial option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivative and Hedging (Topic 815). Prior to this Update, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. The amendments in Part 1 of this Update are a cost savings relative to former accounting. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. The Company adopted this new standard on January 1, 2019; however, the Company needs to continue the derivative liabilities due to variable conversion price on some of the convertible instruments. As such, it did not have a material impact on the Company’s consolidated financial statements. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Extinguishments of Liabilities The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. Stock-Based Compensation - Employees The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties) (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. Stock-Based Compensation – Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting (Topic 718). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment and expends the scope of the Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company adopted the new guidance effective January 1, 2019, with an immaterial impact on its financial statements and related disclosures. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. To confirm, all of our OLCC licensed cannabis retail sales operations are conducted and operated on a “cash and carry” basis- product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product via cash payment at our retail store; the transaction is recorded at the time of sale in our point of sale software system. Revenue is only reported after product has been delivered to the customer and the customer has paid for the product with cash. To date the only other revenue we have received is for ATM transactions and revenue from this activity is only reported after we receive payment via check from the ATM service provider company. Cost of Sales Cost of sales represents costs directly related to the purchase of goods and third party testing of the Company’s products. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at September 30, 2022 and December 31, 2021: Schedule of Property Plant And Equipment September 30, 2022 December 31, 2021 (Unaudited) (Audited) ATM Machine $ 5,600 $ 5,600 Computer 30,713 30,713 Furniture & Fixtures 42,965 42,965 HVAC 44,430 44,430 Land 533,778 533,778 Leasehold Improvements 147,636 147,636 Machinery and Equipment 69,312 69,312 Sign 12,758 12,758 Structural - - Vehicle 37,936 51,872 Total 925,127 939,064 Less: Accumulated Depreciation (368,230 ) (364,331) Property, Plant and Equipment - net $ 556,897 $ 574,733 Depreciation expense totaled of $ 17,836 92,715 173,658 173,658 On August 30, 2021 the Company elected to dispose of two (2) of the four (4) Fiat cars that it owned that it was not using. The four cars were originally purchased in September of 2017 for prices ranging from $13,584 to $14,992. After a review of market pricing the Company was able to sell one of the cars to Carvana for $14,460, after adjustments for cost removed and accumulated depreciation removal, the sale resulted in a gain on settlement. The Company recorded a net gain on disposal of assets of $28,983. Additionally, the second Fiat was transferred to Mr. Frank in lieu of $15,000.00 in fees owed him. See Note 11 for additional information. On October 12, 2021, KAYS completed the sale of its Eugene, Oregon Cannabis Production and Processing Facility for gross proceeds of $1,325,000. The Company recorded a net gain on disposal of $113,861. During the period ended September 30, 2022, the Company sold a third vehicle which reduced our assets by $13,196 and recorded a gain on disposal of assets of $17,177. |
NON-CURRENT ASSETS
NON-CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Non-current Assets | |
NON-CURRENT ASSETS | NOTE 5 – NON-CURRENT ASSETS Other assets consisted of the following at September 30, 2022 and December 31, 2021: Schedule of other assets noncurrent September 30, 2022 (Unaudited) December 31, 2021 (Audited) Other Receivable $ 9,801 $ - Rent Deposits 11,016 11,016 Security Deposits 70,889 71,143 Non-Current Assets $ 91,706 $ 82,159 Due to the closure of 2 stores, the Company recorded a loss on deposits expensed against rent of $11,016, during year ended December 31, 2021. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 6 – CONVERTIBLE DEBT These debts have a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 3.92% to 4.22%, volatility ranging from 152,66% to 170.52%, trading prices ranging from $0.05 per share to $0.11 per share and a conversion price ranging from $0.08 to $0.15 per share. The total derivative liabilities associated with these notes were $ 8,995,335 4,980,563 See Below Summary Table Schedule of Convertible Debt Convertible Debt Summary Debt Type Debt Classification Interest Rate Due Date Ending CT LT 9/30/2022 12/31/2021 A Convertible X 10.0 1-Jan-17 25,000 $ 25,000 B Convertible X 8.0 1-Jan-24 82,391 82,391 C Convertible X 8.0 1-Jan-24 41,195 41,195 D Convertible X 8.0 1-Jan-24 262,156 262,156 O Convertible X 8.0 1-Jan-24 136,902 136,902 P Convertible X 8.0 1-Jan-24 66,173 66,173 Q Convertible X 8.0 1-Jan-24 65,274 65,274 S Convertible X 8.0 1-Jan-24 63,205 63,205 T Convertible X 8.0 1-Jan-24 313,634 313,634 CC Convertible X 10.0 1-Jan-24 100,000 100,000 KK Convertible X 8.0 1-Jan-24 188,000 188,000 LL Convertible X 8.0 1-Jan-24 749,697 749,697 MM Convertible X 8.0 1-Jan-24 124,690 124,690 NN Convertible X 8.0 1-Jan-24 622,588 622,588 OO Convertible X 8.0 1-Jan-24 620,908 620,908 PP Convertible X 8.0 1-Jan-24 611,428 611,428 QQ Convertible X 8.0 1-Jan-24 180,909 180,909 RR Convertible X 8.0 1-Jan-24 586,804 586,804 SS Convertible X 8.0 1-Jan-24 174,374 174,374 TT Convertible X 8.0 1-Jan-24 345,633 345,633 UU Convertible X 8.0 1-Jan-24 171,304 171,304 VV Convertible X 8.0 1-Jan-24 121,727 121,727 XX Convertible X 8.0 1-Jan-24 112,734 112,734 YY Convertible X 8.0 1-Jan-24 173,039 173,039 ZZ Convertible X 8.0 1-Jan-24 166,603 166,603 AAA Convertible X 8.0 1-Jan-24 104,641 104,641 BBB Convertible X 8.0 1-Jan-24 87,066 87,066 DDD Convertible X 8.0 1-Jan-24 75,262 75,262 EEE Convertible X 8.0 1-Jan-24 160,619 160,619 GGG Convertible X 8.0 1-Jan-24 79,422 79,422 JJJ Convertible X 8.0 1-Jan-24 52,455 52,455 LLL Convertible X 8.0 1-Jan-24 77,992 77,992 MMM Convertible X 8.0 1-Jan-24 51,348 51,348 PPP Convertible X 8.0 1-Jan-24 95,979 95,979 SSS Convertible X 8.0 1-Jan-24 75,000 75,000 TTT Convertible X 8.0 1-Jan-24 80,000 80,000 VVV Convertible X 8.0 1-Jan-24 75,000 75,000 WWW Convertible X 8.0 1-Jan-24 60,000 60,000 XXX Convertible X 8.0 1-Jan-24 100,000 100,000 YYY Convertible X 8.0 1-Jan-24 50,000 50,000 ZZZ Convertible X 8.0 1-Jan-24 40,000 40,000 AAAA Convertible X 8.0 1-Jan-24 66,000 66,000 BBBB Convertible X 10.0 % 1-Mar-23 150,000 66,000 Total Convertible Debt 7,587,152 7,437,152 Less: Discount (423,950) (477,634) Convertible Debt, Net of Discounts $ 7,163,202 $ 6,959,518 Convertible Debt, Net of Discounts, Current $ 93,340 $ 25,000 Convertible Debt, Net of Discounts, Long-term $ 7,069,862 $ 6,934,518 FOOTNOTES FOR CONVERTIBLE DEBT ACTIVITY FOR THREE MONTHS ENDED SEPTEMBER 30, 2022 On August 8, 2022, the Company received $150,000 from the issuance of convertible debt to the Cayman Venture Capital Fund pursuant to the January 2018 Financing Agreement, as amended. Interest is stated at 12%. The Note and Interest is convertible into common shares at $0.08 per share. The Note is Due in March 1, 2023. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model, see Note 9 for further details. |
NON-CONVERTIBLE DEBT
NON-CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Non-convertible Debt | |
NON-CONVERTIBLE DEBT | NOTE 7 – NON-CONVERTIBLE DEBT Schedule of Nonconvertible Debt September 30, 2022 December 31, 2021 Note 5 $ 9,312 $ 9,312 Total Non-Convertible Debt $ 9,312 $ 9,312 (5) On September 16, 2016, the Company received a total of $31,661 to be used for equipment in exchange for a two year note in the aggregate amount of $31,661 with interest accruing at 18% per year and a 10% loan fee. The note is default as of September 30, 2022 with an outstanding balance of $9,312. Schedule Of Related Party Transactions B-Related Party Loan payable - Stockholder, 0%, Due December 31, 2021 (1) $ 250,000 $ 250,000 $ 250,000 $ 250,000 (1) The $250,000 non-convertible note was issued as part of a Debt Modification Agreement dated January 2, 2014. On January 1, 2019, the holder of the note extended the due date until December 31, 2021. The interest rate of the non-convertible note is 0%. The Company used the stated rate of 9% as imputed interest rate, which was $39,329 and $22,500 for the nine month period ended September 30, 2022 and year ended December 31, 2021, respectively. As of September 30, 2022, the balance of the debt was $250,000. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY The Company has 10,000,000 shares of preferred stock authorized with a par value of $0.001, of which 100,000 shares have been designated as Series C convertible preferred stock (“Series C” or “Series C preferred stock”). The Company has 10,000,000 shares of preferred stock authorized The Board has the authority to issue the shares in one or more series and to fix the designations, preferences, powers and other rights, as it deems appropriate. Each share of Series C has 434 votes on any matters submitted to a vote of the stockholders of the Company and is entitled to dividends equal to the dividends of 434 shares of common stock. Each share of Series C preferred stock is convertible at any time at the option of the holder into 434 shares of common stock. On December 27, 2021the Company entered into an Exchange Agreement with Craig Frank and BMN Consultants, Inc. for the 50,000 Series C Preferred Shares of Kaya Holdings that they each held, 100,000 total shares. Pursuant to the terms and conditions of this Agreement, the Holders each agreed to (a) waive payment of approximately $338,000 of Accrued Compensation; (b)defer payment of the remaining balance of Accrued Compensation owed to each of them of approximately $250,000 until January 1, 2025 ;and (c) exchange their 50,000 Series C Shares ( at total of100,000) for twenty (20) Series D Convertible Preferred Shares of Kaya Holdings Stock. Each Share of 40 Series D Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, into one percent (1%) of the Company’s Fully Diluted Capitalization as of the Conversion Date. This resulted in a related party gain of $559,058 The Company has 500,000,000 .001 14,722,835 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 9 DERIVATIVE LIABILITIES Effective January 1, 2019, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. However, due to a recognition of tainting, due to variable conversion price on some of the convertible notes, all convertible notes are considered to have a derivative liability, therefore the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging 3.92% to 4.22%, volatility ranging from 152,66% to 170.52%, trading prices ranging from $0.05 per share to $0.11 per share and a conversion price ranging from $0.08 to $0.15 per share. The total derivative liabilities associated with these notes were $8,995,335 at September 30, 2022 and $4,980,563 at December 31, 2021. The Company reset the conversion price of each of the Caymen Ventures notes from $0.15 to $0.08 per share, due to a change in terms. As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: Schedule Of Derivative Liabilities At Fair Value Balance as of December 31, 2021 $ 4,980,563 Initial 110,134 Change in Derivative Values 3,904,638 Conversion of debt-reclass to APIC — Balance as of September 30, 2022 $ 8,995,335 The Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. The Company recoded initial derivative liabilities of $ 110,134 882,080 The Company recorded derivative liability expense of $ 0 566,080 The Company recorded a change in the value of embedded derivative liabilities expense of $ (3,904,639) 9,825,029 |
DEBT DISCOUNT
DEBT DISCOUNT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Discount | |
DEBT DISCOUNT | NOTE 10 – DEBT DISCOUNT The Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. Debt discount amounted to $ 423,950 537,746 The Company recorded the amortization of debt discount of $ 163,817 273,184 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS At December 31, 2014, the Company was indebted to an affiliated shareholder of the Company for $840,955, which consisted of $737,100 principal and $103,895 accrued interest, with interest accruing at 10%. On January 2, 2014, the Company entered into a Debt Modification Agreement whereby the total amount of the debt was reduced to $750,000 and no interest accrued until December 31, 2015. $500,000 of the debt is convertible into 50,000 Series C Convertible Preferred Shares of KAYS. The remaining $250,000 is not convertible. On December 31, 2015, the Company entered into an agreement to extend the debt until December 31, 2017 with no additional interest for the extension period. On January 1, 2018 the Company entered into an agreement to further extend the debt until December 31, 2021. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period, with no additional interest for the extension period. At December 2017, the company was indebted to Craig Frank, Chairman, CEO and Acting CFO for KAYS, in the amount of $7,737 for travel and miscellaneous expenses incurred by Mr. Frank from travel and related activities in Oregon. In each of 2018 and 2019, the Company issued stock grants to Jordi Arimany and Carrie Schwarz for 100,000 shares of KAYS stock for their service as board members. The stock was issued from Treasury as restricted stock and carries a one-year restriction before it can be registered for resale pursuant to Rule 144. In 2018 and 2019, the Company issued stock grants to Craig Frank for 3,000,00 shares of KAYS stock each year, pursuant to his employment agreement via board resolution. Jordi Arimany and Carrie Schwarz for 100,000 shares of KAYS stock. The stock was issued from Treasury as restricted stock and carries a one-year restriction before it can be registered for resale pursuant to Rule 144. In August, 2018 KAYS entered into an agreement with Bruce Burwick, (who subsequently joined the Board of Directors and became an affiliate of the Company) to purchase the Eugene, Oregon based Sunstone Farms grow and manufacturing facility, which is licensed by the OLCC for both the production (growing) of medical and recreational marijuana flower and the processing of cannabis concentrates/extracts/edibles. The purchase includes a 12,000 square foot building housing an indoor grow facility, as well as equipment for growing and extraction activity. KAYS paid Bruce Burwick $1,300,000 for the real property and schedule of equipment that was and is used to operate the facility. Bruce Burwick acquired the property for satisfaction of a promissory note due him for $1,433,000. The purchase price of $1.3 million for the OLCC licensed marijuana production and processing facility, consisting of the building and equipment was paid for by the issuance of 12 million shares of KAYS restricted stock to the seller at closing. The shares carry a lock-up-restriction that allows for their staged eligibility for resale over a 61-month period from the date of the purchase of the facility by KAYS. Additionally, the seller purchased 2.5 million restricted shares for $250,000 in cash in a private transaction with the Company. The proceeds from the sale of those shares were and are being used for acquisition related expenses, transitional operating costs and facility capital improvements with respect to the production and processing facility we purchased. On October 14, 2019 the shareholder submitted a conversion notice and the $500,000 in convertible debt was converted into 50,000 Series C Preferred shares of KAYS stock. The stock was issued from Treasury as restricted stock and carries a minimum of one year restriction before it can be registered for resale pursuant to Rule 144. In 2019, the Company issued a stock grant to Bruce Burwick for 100,000 shares of KAYS stock for his service as a board member. The stock was issued from Treasury as restricted stock and carries a one-year restriction before it can be registered for resale pursuant to Rule 144. In 2019, the Company entered into amended consulting agreements with Tudog International Consulting, Inc. which provides CEO services to the Company through Craig Frank, an Officer of the Company and BMN Consultants, Inc. which provides business development and financial consulting services to the Company through William David Jones, a non-officer Consultant to the Company. Pursuant to the amended consulting agreements, each entity is entitled to a monthly compensation of $25,000. Due to the liquidity of the Company, the compensations were paid partially over the periods. As of September 30, 2022, the accrued compensation was approximately $618,168. As of September 30, 2022, the Company also had $ 148,354 In 2021, the Company formed Kaya Farm Greece, which is a majority owned subsidiary of Kaya Brands International, Inc., with 70% ownership. The remaining 30% is owned by related parties of the Company. Subsequently, Kaya Farm Greece entered an acquisition agreement to acquire 50% GREEKKANNABIS S.A. (GK) The remaining 50% of GREEKKANNABIS S.A. is currently owned by Ilias Kammenos (President of GK) and Panagiotis Kininis (Vice president of GK). There is non-controlling capital of $1,909,211 representing the equity not currently owned by the Company. The financial statements have been consolidated with the Company. On March 31, 2021 the Company entered into a settlement with Sunstone Capital Partners, LLC, Sunstone Marketing Partners LLC and Bruce Burwick, the principal of Sunstone and a director of Kays, regarding the failure to deliver to KAYS the Oregon Cannabis Production and Processing Licenses that were part of a warehouse purchase transaction in August 2018. On July 28, 2021 the Company announced that all terms had been satisfied. Pursuant to the terms of the settlement, Bruce Burwick surrendered to KAYS 1,006,671 shares of our common stock issued to him in connection with the transaction (800,003 shares which were issued for the facility purchase, 166,667 shares which were issued for $250,000 in cash and 40,001 shares which were issued as annual compensation for Burwick serving as a director of KAYS). The shares have been submitted to KAYS' transfer agent for cancellation. In addition, the Company received clear title to the warehouse facility, which enables the Company to sell it without restriction. As part of the settlement, Burwick received $160,000 from the net proceeds of the sale of the facility's grow license to an unrelated third party, resigned from the Company's board of directors and agreed to work as a non-exclusive consultant to the Company for the next four years for a yearly fee of $35,000.00. On October 12, 2021, KAYS completed the sale of its Eugene, Oregon Cannabis Production and Processing Facility for gross proceeds of $1,325,000, generating a cash influx of approximately $0.09 per share for the Company (the “Eugene Warehouse Sale”). The sale was part of our recently announced settlement with Sunstone Farms, and it also resulted in the cancellation of 1,006,671 shares of KAYS stock, decreasing the Company’s issued and outstanding shares by approximately 6.5% to 14.7 million shares. Funds received from the sale were and are being used to repay certain debt and strengthen our balance sheet and for general working capital purposes, as well as provide the initial stage capital for some of the Company’s U.S. and global expansion activities, including its planned cultivation sites in Greece and Israel. On August 30, 2021 the Company elected to dispose of two (2) of the four (4) Fiat cars that it owned that it was not using. The four cars were originally purchased in September of 2017 for prices ranging from $13,584.00 to $14,992.00. After a review of market pricing the Company was able to sell one of the cars to Carvana for $14,460.00 and the funds were used for general working capital. Additionally, the second Fiat was transferred to Mr. Frank in lieu of $15,000.00 in fees owed him. After adjusting for net book value, the Company recorded $12,453 to additional paid in capital. Pursuant to the terms and conditions of this Agreement, the Holders each agreed to (a) waive payment of approximately $338,000 of Accrued Compensation; (b) defer payment of the remaining balance of Accrued Compensation owed to each of them of approximately $250,000 until January 1, 2025 ; and (c) exchange their 50,000 Series C Shares ( at total of 100,000) for twenty (20) Series D Convertible Preferred Shares of Kaya Holdings Stock. Each Share of 40 Series D Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, into one percent (1%) of the Company’s Fully Diluted Capitalization as of the Conversion Date. This resulted in a related party gain, which was applied to APIC. On December 27, 2021 the Company entered into an Exchange Agreement with Craig Frank and BMN Consultants, Inc. for the 50,000 Series C Preferred Shares of Kaya Holdings that they each held, 100,000 total shares.. Pursuant to the terms and conditions of this Agreement, the Holders each agreed to (a) waive payment of approximately $338,000 of Accrued Compensation; (b) defer payment of the remaining balance of Accrued Compensation owed to each of them of approximately $250,000 until January 1, 2025 ; and (c) exchange their 50,000 Series C Shares ( at total of 100,000) for twenty (20) Series D Convertible Preferred Shares of Kaya Holdings Stock. Each Share of 40 Series D Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, into one percent (1%) of the Company’s Fully Diluted Capitalization as of the Conversion Date. This resulted in a related party gain of $559,058, which was applied to APIC. |
STOCK OPTION PLAN
STOCK OPTION PLAN | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
STOCK OPTION PLAN | NOTE 12 – STOCK OPTION PLAN In 2011 the Alternative Fuels America, Inc. 2011 Incentive Stock Plan (the “Plan”), which provides for equity incentives to be granted to the Company’s employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2011 Incentive Stock Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The 2011 Incentive Stock Plan is administered by the board of directors. On July 22, 2020, the Board of Directors approved the issuance of 666,667 shares of stock to recipients of the plan (the shares are to be issued after the 2020 June 30 Quarterly filing is completed). Upon issuance the remaining balance of the shares available in the plan will be 60,333 shares. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
WARRANTS | NOTE 13 – WARRANTS On September 8, 2015 the Company received a total of $100,000 from an accredited investor in exchange for a two year note in the aggregate amount of $100,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 210,772 paid and non-assessable post -reverse split shares of the Common Stock at the price of $0.4744455 per post-reverse split share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $100,000, 10% promissory note due September 9, 2017 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or September 9, 2017. As of December 31, 2019, the note was paid in full. On September 9, 2015 the Company received a total of $100,000 from an accredited investor in exchange for a two year note in the aggregate amount of $100,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 210,772 paid and non-assessable post-reverse split shares of the Common Stock at the price of $0.4744455 per post-reverse split share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $100,000, 10% promissory note due September 9, 2017 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or September 9, 2017. As of December 31, 2019, the note was paid in full. On May 9, 2016 the Company received a total of $75,000 from an accredited investor in exchange for a two year note in the aggregate amount of $75,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 158,079 paid and non-assessable post-reverse split shares of the Common Stock at the price of $0.4744455 per post-reverse split share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $75,000, 10% promissory note due May 9, 2018 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or May 9, 2018. As of December 31, 2019, the note was paid in full. On May 17, 2016 the Company received a total of $75,000 from an accredited investor in exchange for a two year note in the aggregate amount of $75,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 158,079 paid and non-assessable shares of the Common Stock at the price of $0.4744455 per share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $75,000, 10% promissory note due May 17, 2018 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or May 17, 2018. As of December 31, 2019, the note was paid in full. Warrants issued to Non-Employees Schedule Of Warrants Warrants Issued Weighted Average Exercise Price Weighted Average Contract Terms Years Balance as of December 31, 2021 332,825 0.4744455 1.09 Granted - - - Exercised - - - Expired (16,667) - - Balance as of September 30, 2022 316,158 0.4744455 0.61 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company has several operating leases for an office in Fort Lauderdale, Florida and four retail store locations in Oregon under arrangements classified as leases under ASC 842. Effective June 1, 2019, the Company leased the office space in Fort Lauderdale, Florida under a 2-year operating lease expiring May 31, 2021 at a rate of $1,802 per month. On June 1, 2021 the lease was extended for another year and on June 1 in 2022 the lease was extended for an additional year. The current monthly payment inclusive of sales tax and operating expenses is $2,079 wit right of use liabilities of $0. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease is now on a month-to-month basis. Effective May 15, 2014, the Company leased a unit in Portland, Oregon under a 5-year operating lease expiring May 15, 2019. In May 2019, the lease had been extended to May 15, 2024. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The current monthly payment is $2,950 with right of use liabilities of $53,546 as of September 30, 2022 Effective May 22, 2015, the Company leased a unit in Salem, Oregon under a 5-year operating lease expiring May 31, 2020. In May 2020, the lease had been extended to May 31, 2025. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease was extended for an additional 5 years. The current monthly payment is $5,140 with right of use liabilities of $149,175 as of September 30, 2022. Effective April 15, 2016, the Company leased a unit in Salem, Oregon under a 5-year operating lease expiring April 15, 2021. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The current monthly payment is $0 with right of us liabilities of $0. This lease is subject of termination agreement being negotiated with landlord. Effective April 15, 2016, the Company leased a unit in Salem, Oregon under a 5-year operating lease expiring April 15, 2021. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The current monthly payment is $0 with right of us liabilities of $0. This lease is subject of termination agreement being negotiated with landlord. The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 9.32 The Company has right-of-use assets of $ 218,789 207,680 89,056 150,182 Schedule Of Future Minimum Rental Payments For Operating Leases Maturity of Lease Liabilities at September 30, 2022 Amount 2022 30,507 2023 109,600 2024 76,617 Later years 27,041 Total lease payments 243,765 Less: Imputed interest (24,976) Present value of lease liabilities $ 218,789 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 15- SUBSEQUENT EVENTS Financing. As reported elsewhere in the filing, on August 8, 2022 the Company entered into an agreement (the Agreement) with CVC International, Inc. (“CVC”), an Institutional Investor which holds Convertible Promissory Notes of the Company, one of which had been also been secured by a $500,000 mortgage on the property the Company owns located at 34225 Kowitz Road, Lebanon, Oregon (the” Property”). CVC has agreed to release its mortgage lien of $500,000.00 which currently secures the above-referenced Convertible Promissory Note held by CVC so that the Company may sell the Property and utilize the proceeds for the benefit of the Company without having to pay CVC the $500,000, but the Principal and Interest remains outstanding and is due per the terms of the Note. Additionally, CVC agreed to advance certain sums against the sale of the Property, which included $150,000 advanced at the time of the Agreement. On November 10, 2022 CVC advanced an additional $120K to the Company pursuant to a new Convertible Promissory Note at a rate of 10% Annual Interest and convertible at $0.08 per share with market adjustment features. The Note is secured by a lien on property owned by the Company in Lebanon, Oregon (“the Property”) which is currently for sale and is due the earlier of March 31, 2023 or when the Property is sold. Oregon Licensing Matters- MJAI Oregon 1, LLC Retail Cannabis License The Company is in the process of selling its South Salem Location as it recently entered into an agreement with the OLCC to resolve an Administrative Action filed by the OLCC (as previously disclosed in the Company’s Annual Report on form 10-K for the period ending December 31, 2021 filed on April 18, 2022 and in the Company’s Quarterly report for the period ending March 31, 2022 filed on May 16, 2022). Per the terms of the agreement (which is pending approval by the OLCC at its November meeting), the Company has agreed to either enter into a purchase and sale agreement for its retail license in South Salem by February 1, 2023 (the renewal date) or surrender the license. The Company has listed the license and associated business at that location with an Oregon cannabis business broker. The Company is in process of seeking to expand its Portland retail business footprint to potentially offset the loss of the Salem location, and also to create a streamlined corporate model to assist with franchising efforts of the Kaya Shack retail cannabis stores. Additionally, the Company is also evaluating other locations in the United States to pursue other domestic licensed retail cannabis operations. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at other locations where product is expected to be sold (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales. |
Fiscal Year | Fiscal Year The Company’s fiscal year-end is December 31. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Kaya Holdings, Inc. and all wholly and majority-owned subsidiaries. All significant intercompany balances have been eliminated. Wholly-owned subsidiaries: · Alternative Fuels Americas, Inc. (a Florida corporation) · 34225 Kowitz Road, LLC (an Oregon LLC) Majority-owned subsidiaries: Kaya Brands International, Inc. (a Florida Corporation) Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation) majority owned subsidiary of KBI) Kaya Farms Greece, S.A. (a Greek Corporation) majority owned subsidiary of KBI) · Marijuana Holdings Americas, Inc. (a Florida corporation) o MJAI Oregon 1 LLC o MJAI Oregon 2 LLC (inactive) o MJAI Oregon 3 LLC (inactive) o MJAI Oregon 4 LLC (inactive) o MJAI Oregon 5 LLC |
Non-Controlling Interest | Non-Controlling Interest The company owned 55% of Marijuana Holdings Americas until September 30, 2019. Starting October 1, 2019, Kaya Holding, Inc. owns 65% of Marijuana Holdings Americas, Inc. As of March 30, 2022, Kaya owns 65% of Marijuana Holdings Americas, Inc. The company owned 85% of Kaya Brands International, Inc. until July 31, 2020. Starting August 1, 2020, Kaya Holding, Inc. owns 65% of Kaya Brands International, Inc. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. |
Inventory | Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of September 30, 2022 is $ 28,714 51,484 0 0 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-30 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. |
Long-lived assets | Long-lived assets The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. |
Accounting for the Impairment of Long-Lived Assets | Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. |
Operating Leases | Operating Leases We lease our retail stores under non-cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. 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. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease payments used to determine the Company's operating lease asset may include lease incentives and stated rent increases. Our lease term may include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Deferred Rent and Tenant Allowances | Deferred Rent and Tenant Allowances Deferred rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-line basis starting from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession. |
Earnings Per Share | Earnings Per Share In accordance with ASC 260, Earnings per Share, the Company calculates basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed if the Company has net income; otherwise it would be anti-dilutive, and would result from the conversion of a convertible note. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We are subject to certain tax risks and treatments that could negatively impact our results of operations Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses. Provision for Income Taxes We recorded a provision for income taxes in the amount of $ 782,107 0 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 40,408 $ - $ - Total assets 40,408 - - Liabilities Convertible debentures, net of discounts of $342,290 - - 7,069,862 Short term debt, net of discounts of $-0- - - - Derivative liability - - 8,995,335 Total liabilities - - 16,065,197 $ 40,408 $ - $ (16,065,197) Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 565,979 $ - $ - Total assets 565,979 - - Liabilities Convertible debentures, net of discounts of $477,634 - - 6,959,518 Short term debt, net of discounts of $-0- - - - Derivative liability - - 4,980,563 Total liabilities - - 11,940,081 $ 565,979 $ - $ (11,940,081) The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 7. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Binomial option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivative and Hedging (Topic 815). Prior to this Update, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. The amendments in Part 1 of this Update are a cost savings relative to former accounting. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. The Company adopted this new standard on January 1, 2019; however, the Company needs to continue the derivative liabilities due to variable conversion price on some of the convertible instruments. As such, it did not have a material impact on the Company’s consolidated financial statements. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. |
Debt Issue Costs and Debt Discount | Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Original Issue Discount | Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Extinguishments of Liabilities | Extinguishments of Liabilities The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. |
Stock-Based Compensation - Employees | Stock-Based Compensation - Employees The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties) (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. |
Stock-Based Compensation – Non-Employees | Stock-Based Compensation – Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting (Topic 718). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment and expends the scope of the Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company adopted the new guidance effective January 1, 2019, with an immaterial impact on its financial statements and related disclosures. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. To confirm, all of our OLCC licensed cannabis retail sales operations are conducted and operated on a “cash and carry” basis- product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product via cash payment at our retail store; the transaction is recorded at the time of sale in our point of sale software system. Revenue is only reported after product has been delivered to the customer and the customer has paid for the product with cash. To date the only other revenue we have received is for ATM transactions and revenue from this activity is only reported after we receive payment via check from the ATM service provider company. |
Cost of Sales | Cost of Sales Cost of sales represents costs directly related to the purchase of goods and third party testing of the Company’s products. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Contingencies | Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows. |
Uncertain Tax Positions | Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended September 30, 2022. |
Subsequent Events | Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis | Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 40,408 $ - $ - Total assets 40,408 - - Liabilities Convertible debentures, net of discounts of $342,290 - - 7,069,862 Short term debt, net of discounts of $-0- - - - Derivative liability - - 8,995,335 Total liabilities - - 16,065,197 $ 40,408 $ - $ (16,065,197) Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 565,979 $ - $ - Total assets 565,979 - - Liabilities Convertible debentures, net of discounts of $477,634 - - 6,959,518 Short term debt, net of discounts of $-0- - - - Derivative liability - - 4,980,563 Total liabilities - - 11,940,081 $ 565,979 $ - $ (11,940,081) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant And Equipment | Schedule of Property Plant And Equipment September 30, 2022 December 31, 2021 (Unaudited) (Audited) ATM Machine $ 5,600 $ 5,600 Computer 30,713 30,713 Furniture & Fixtures 42,965 42,965 HVAC 44,430 44,430 Land 533,778 533,778 Leasehold Improvements 147,636 147,636 Machinery and Equipment 69,312 69,312 Sign 12,758 12,758 Structural - - Vehicle 37,936 51,872 Total 925,127 939,064 Less: Accumulated Depreciation (368,230 ) (364,331) Property, Plant and Equipment - net $ 556,897 $ 574,733 |
NON-CURRENT ASSETS (Tables)
NON-CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Non-current Assets | |
Schedule of other assets noncurrent | Schedule of other assets noncurrent September 30, 2022 (Unaudited) December 31, 2021 (Audited) Other Receivable $ 9,801 $ - Rent Deposits 11,016 11,016 Security Deposits 70,889 71,143 Non-Current Assets $ 91,706 $ 82,159 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Schedule of Convertible Debt Convertible Debt Summary Debt Type Debt Classification Interest Rate Due Date Ending CT LT 9/30/2022 12/31/2021 A Convertible X 10.0 1-Jan-17 25,000 $ 25,000 B Convertible X 8.0 1-Jan-24 82,391 82,391 C Convertible X 8.0 1-Jan-24 41,195 41,195 D Convertible X 8.0 1-Jan-24 262,156 262,156 O Convertible X 8.0 1-Jan-24 136,902 136,902 P Convertible X 8.0 1-Jan-24 66,173 66,173 Q Convertible X 8.0 1-Jan-24 65,274 65,274 S Convertible X 8.0 1-Jan-24 63,205 63,205 T Convertible X 8.0 1-Jan-24 313,634 313,634 CC Convertible X 10.0 1-Jan-24 100,000 100,000 KK Convertible X 8.0 1-Jan-24 188,000 188,000 LL Convertible X 8.0 1-Jan-24 749,697 749,697 MM Convertible X 8.0 1-Jan-24 124,690 124,690 NN Convertible X 8.0 1-Jan-24 622,588 622,588 OO Convertible X 8.0 1-Jan-24 620,908 620,908 PP Convertible X 8.0 1-Jan-24 611,428 611,428 QQ Convertible X 8.0 1-Jan-24 180,909 180,909 RR Convertible X 8.0 1-Jan-24 586,804 586,804 SS Convertible X 8.0 1-Jan-24 174,374 174,374 TT Convertible X 8.0 1-Jan-24 345,633 345,633 UU Convertible X 8.0 1-Jan-24 171,304 171,304 VV Convertible X 8.0 1-Jan-24 121,727 121,727 XX Convertible X 8.0 1-Jan-24 112,734 112,734 YY Convertible X 8.0 1-Jan-24 173,039 173,039 ZZ Convertible X 8.0 1-Jan-24 166,603 166,603 AAA Convertible X 8.0 1-Jan-24 104,641 104,641 BBB Convertible X 8.0 1-Jan-24 87,066 87,066 DDD Convertible X 8.0 1-Jan-24 75,262 75,262 EEE Convertible X 8.0 1-Jan-24 160,619 160,619 GGG Convertible X 8.0 1-Jan-24 79,422 79,422 JJJ Convertible X 8.0 1-Jan-24 52,455 52,455 LLL Convertible X 8.0 1-Jan-24 77,992 77,992 MMM Convertible X 8.0 1-Jan-24 51,348 51,348 PPP Convertible X 8.0 1-Jan-24 95,979 95,979 SSS Convertible X 8.0 1-Jan-24 75,000 75,000 TTT Convertible X 8.0 1-Jan-24 80,000 80,000 VVV Convertible X 8.0 1-Jan-24 75,000 75,000 WWW Convertible X 8.0 1-Jan-24 60,000 60,000 XXX Convertible X 8.0 1-Jan-24 100,000 100,000 YYY Convertible X 8.0 1-Jan-24 50,000 50,000 ZZZ Convertible X 8.0 1-Jan-24 40,000 40,000 AAAA Convertible X 8.0 1-Jan-24 66,000 66,000 BBBB Convertible X 10.0 % 1-Mar-23 150,000 66,000 Total Convertible Debt 7,587,152 7,437,152 Less: Discount (423,950) (477,634) Convertible Debt, Net of Discounts $ 7,163,202 $ 6,959,518 Convertible Debt, Net of Discounts, Current $ 93,340 $ 25,000 Convertible Debt, Net of Discounts, Long-term $ 7,069,862 $ 6,934,518 |
NON-CONVERTIBLE DEBT (Tables)
NON-CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Non-convertible Debt | |
Schedule of Nonconvertible Debt | Schedule of Nonconvertible Debt September 30, 2022 December 31, 2021 Note 5 $ 9,312 $ 9,312 Total Non-Convertible Debt $ 9,312 $ 9,312 |
Schedule Of Related Party Transactions | Schedule Of Related Party Transactions B-Related Party Loan payable - Stockholder, 0%, Due December 31, 2021 (1) $ 250,000 $ 250,000 $ 250,000 $ 250,000 (1) The $250,000 non-convertible note was issued as part of a Debt Modification Agreement dated January 2, 2014. On January 1, 2019, the holder of the note extended the due date until December 31, 2021. The interest rate of the non-convertible note is 0%. The Company used the stated rate of 9% as imputed interest rate, which was $39,329 and $22,500 for the nine month period ended September 30, 2022 and year ended December 31, 2021, respectively. As of September 30, 2022, the balance of the debt was $250,000. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period. |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Liabilities | |
Schedule Of Derivative Liabilities At Fair Value | Schedule Of Derivative Liabilities At Fair Value Balance as of December 31, 2021 $ 4,980,563 Initial 110,134 Change in Derivative Values 3,904,638 Conversion of debt-reclass to APIC — Balance as of September 30, 2022 $ 8,995,335 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Schedule Of Warrants | Schedule Of Warrants Warrants Issued Weighted Average Exercise Price Weighted Average Contract Terms Years Balance as of December 31, 2021 332,825 0.4744455 1.09 Granted - - - Exercised - - - Expired (16,667) - - Balance as of September 30, 2022 316,158 0.4744455 0.61 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Rental Payments For Operating Leases | Schedule Of Future Minimum Rental Payments For Operating Leases Maturity of Lease Liabilities at September 30, 2022 Amount 2022 30,507 2023 109,600 2024 76,617 Later years 27,041 Total lease payments 243,765 Less: Imputed interest (24,976) Present value of lease liabilities $ 218,789 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 5,385,209 | $ 7,608,398 |
Working Capital Deficiency | $ 12,794,397 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets | $ 961,522 | $ 1,569,113 |
Liabilities | ||
Total liabilities | 20,833,769 | 15,977,018 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 40,408 | 565,979 |
Total assets | 40,408 | 565,979 |
Liabilities | ||
Convertible debentures, net of discounts | ||
Short term debt, net of discounts | ||
Derivative liability | ||
Total liabilities | ||
Net of Assets and liabilities | 40,408 | 565,979 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible debentures, net of discounts | ||
Short term debt, net of discounts | ||
Derivative liability | ||
Total liabilities | ||
Net of Assets and liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible debentures, net of discounts | 7,069,862 | 6,959,518 |
Short term debt, net of discounts | ||
Derivative liability | 8,995,335 | 4,980,563 |
Total liabilities | 16,065,197 | 11,940,081 |
Net of Assets and liabilities | $ (16,065,197) | $ (11,940,081) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||||
Finished goods inventory | $ 28,714 | $ 28,714 | $ 51,484 | |||
Inventory allowance and impairment | 0 | 0 | 0 | |||
Provision for Income Taxes | $ 22,535 | $ 77,398 | $ 782,107 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
ATM Machine | $ 5,600 | $ 5,600 |
Computer | 30,713 | 30,713 |
Furniture & Fixtures | 42,965 | 42,965 |
HVAC | 44,430 | 44,430 |
Land | 533,778 | 533,778 |
Leasehold Improvements | 147,636 | 147,636 |
Machinery and Equipment | 69,312 | 69,312 |
Sign | 12,758 | 12,758 |
Structural | ||
Vehicle | 37,936 | 51,872 |
Total | 925,127 | 939,064 |
Less: Accumulated Depreciation | 368,230 | (364,331) |
Property, Plant and Equipment - net | $ 556,897 | $ 574,733 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 17,836 | $ 92,715 | |
Net asset | $ 173,658 | ||
Disposal of fixed asset | $ 173,658 |
NON-CURRENT ASSETS (Details)
NON-CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Non-current Assets | ||
Other Receivable | $ 9,801 | |
Rent Deposits | 11,016 | 11,016 |
Security Deposits | 70,889 | 71,143 |
Non-Current Assets | $ 91,706 | $ 82,159 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Tota lConvertible Debt | $ 7,587,152 | $ 7,437,152 |
Convertible Notes Payable Long Term Net Of Discounts | (423,950) | (477,634) |
Convertible Notes Payable Net Of Discount | 7,163,202 | 6,959,518 |
Convertible Debt, Net of Discounts, Current | 93,340 | 25,000 |
Convertible Debt | $ 7,069,862 | 6,934,518 |
Convertible Debt A [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 10% | |
Due Date | Jan. 01, 2017 | |
Convertible Debt, Current | $ 25,000 | 25,000 |
Convertible Debt B [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 82,391 | 82,391 |
Convertible Debt C [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 41,195 | 41,195 |
Convertible Debt D [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 262,156 | 262,156 |
Convertible Debt O [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 136,902 | 136,902 |
Convertible Debt P [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 66,173 | 66,173 |
Convertible Debt Q [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 65,274 | 65,274 |
Convertible Debt S [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 63,205 | 63,205 |
Convertible Debt T [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 313,634 | 313,634 |
Convertible Debt C C [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 10% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 100,000 | 100,000 |
Convertible Debt K K [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 188,000 | 188,000 |
Convertible Debt L L [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 749,697 | 749,697 |
Convertible Debt M M [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 124,690 | 124,690 |
Convertible Debt N N [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 622,588 | 622,588 |
Convertible Debt O O [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 620,908 | 620,908 |
Convertible Debt P P [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 611,428 | 611,428 |
Convertible Debt Q Q [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 180,909 | 180,909 |
Convertible Debt R R [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 586,804 | 586,804 |
Convertible Debt S S [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 174,374 | 174,374 |
Convertible Debt T T [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 345,633 | 345,633 |
Convertible Debt U U [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 171,304 | 171,304 |
Convertible Debt V V [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 121,727 | 121,727 |
Convertible Debt X X [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 112,734 | 112,734 |
Convertible Debt Y Y [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 173,039 | 173,039 |
Convertible Debt Z Z [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 166,603 | 166,603 |
Convertible Debt A A A [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 104,641 | 104,641 |
Convertible Debt B B B [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 87,066 | 87,066 |
Convertible Debt D D D [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 75,262 | 75,262 |
Convertible Debt E E E [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 160,619 | 160,619 |
Convertible Debt G G G [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 79,422 | 79,422 |
Convertible Debt J J J [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 52,455 | 52,455 |
Convertible Debt L L L [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 77,992 | 77,992 |
Convertible Debt M M M [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 51,348 | 51,348 |
Convertible Debt P P P [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 95,979 | 95,979 |
Convertible Debt S S S [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 75,000 | 75,000 |
Convertible Debt T T T [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 80,000 | 80,000 |
Convertible Debt V V V [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 75,000 | 75,000 |
Convertible Debt W W W [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 60,000 | 60,000 |
Convertible Debt X X X [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 100,000 | 100,000 |
Convertible Debt Y Y Y [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 50,000 | 50,000 |
Convertible Debt Z Z Z [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 40,000 | 40,000 |
Convertible Debt A A A A [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Due Date | Jan. 01, 2024 | |
Convertible Debt, Current | $ 66,000 | 66,000 |
Convertible Debt B B B B [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 10% | |
Due Date | Mar. 01, 2023 | |
Convertible Debt, Current | $ 150,000 | $ 66,000 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Derivative liabilities | $ 8,995,335 | $ 4,980,563 |
NON-CONVERTIBLE DEBT (Details)
NON-CONVERTIBLE DEBT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Non-related party | $ 9,312 | $ 9,312 |
Note Payable 5 [Member] | ||
Line of Credit Facility [Line Items] | ||
Non-related party | $ 9,312 | $ 9,312 |
NON-CONVERTIBLE DEBT (Details 1
NON-CONVERTIBLE DEBT (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Loan payable - Stockholder, 0%, Due December 31, 2021 | $ 250,000 | $ 250,000 | |
B Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Loan payable - Stockholder, 0%, Due December 31, 2021 | [1] | $ 250,000 | $ 250,000 |
[1]The $250,000 non-convertible note was issued as part of a Debt Modification Agreement dated January 2, 2014. On January 1, 2019, the holder of the note extended the due date until December 31, 2021. The interest rate of the non-convertible note is 0%. The Company used the stated rate of 9% as imputed interest rate, which was $39,329 and $22,500 for the nine month period ended September 30, 2022 and year ended December 31, 2021, respectively. As of September 30, 2022, the balance of the debt was $250,000. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common Stock Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock Shares Issued | 14,722,835 | 14,722,835 |
Common Stock Shares Outstanding | 14,722,835 | 14,722,835 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Liabilities | ||
Balance at beginning | $ 4,980,563 | |
Initial | 110,134 | $ 882,080 |
Change in Derivative Liabilities | 3,904,638 | |
Conversion Of Debtreclas To Apic | ||
Balance at ending | $ 8,995,335 | $ 4,980,563 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Liabilities | ||
Initial derivative liabilities | $ 110,134 | $ 882,080 |
Derivative liability expense | 0 | 566,080 |
Change in value of embedded derivative liabilities expense | $ (3,904,639) | $ 9,825,029 |
DEBT DISCOUNT (Details Narrativ
DEBT DISCOUNT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Discount | |||||
Debt discount | $ 423,950 | $ 423,950 | $ 537,746 | ||
Amortization of debt discount | $ 6,613 | $ 60,113 | $ 163,817 | $ 273,184 | $ 273,184 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Sep. 30, 2022 USD ($) |
Related Party Transactions [Abstract] | |
Accounts payable net | $ 148,354 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Number of Warrants Outstanding, Beginning | 332,825 | |
Weighted Average Exercise Price, Beginning | $ 0.4744455 | |
Weighted Average Contract Terms Years | 7 months 9 days | 1 year 1 month 2 days |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | ||
Number of Warrants, Expired | (16,667) | |
Class of Warrant or Right, Outstanding | 316,158 | 332,825 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.4744455 | $ 0.4744455 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 30,507 |
2023 | 109,600 |
2024 | 76,617 |
Thereafter | 27,041 |
Total lease payments | 243,765 |
Less: Imputed interest | (24,976) |
Present value of lease liabilities | $ 218,789 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Borrowing rate | 9.32% | |
Right-of-use assets | $ 218,789 | |
Operating lease liabilities | 207,680 | |
Operating lease expense | $ 89,056 | $ 150,182 |