Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | ENERGY AND WATER DEVELOPMENT CORP. |
Entity Central Index Key | 0001563298 |
Entity Primary SIC Number | 3585 |
Entity Tax Identification Number | 30-0781375 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 7901 4th Street |
Entity Address, Address Line Two | N STE #4174 |
Entity Address, City or Town | St Petersburg |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33702 |
City Area Code | 727 |
Local Phone Number | 677-9408 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 40,886 | $ 589,668 |
Accounts receivable | 52,761 | 55,169 |
Inventory | 457,646 | 196,553 |
Prepaid expenses and other current assets | 315,222 | 432,082 |
TOTAL CURRENT ASSETS | 866,515 | 1,273,472 |
Property and equipment, net | 245,667 | 3,834 |
Operating lease right-of-use asset | 62,113 | 49,432 |
TOTAL ASSETS | 1,174,295 | 1,326,738 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,023,563 | 941,309 |
Accounts payable - related party | 27,029 | 124,370 |
Convertible loan payables, net of discount | 73,664 | 176,703 |
Due to officers | 222,492 | 17,485 |
Derivative liability | 184,025 | 354,160 |
Current portion of operating lease liability | 62,113 | 39,148 |
Current portion of financing lease liability | 14,327 | 0 |
Common stock subscriptions liability | 0 | 377,350 |
TOTAL CURRENT LIABILITIES | 1,607,213 | 2,030,525 |
Financing lease liability, net of current portion | 48,946 | 0 |
Operating lease liability, net of current portion | 0 | 10,283 |
TOTAL LIABILITIES | 1,656,159 | 2,040,808 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 shares issued and outstanding at December 31, 2022 and 2021 | 9,781 | 9,781 |
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 182,934,483 and 143,840,643 shares issued and outstanding at December 31, 2022 and 2021, respectively | 182,934 | 143,840 |
Common stock subscriptions, 0 and 15,855,000 shares at December 31, 2022 and 2021, respectively | 0 | 792,745 |
Additional paid in capital | 23,678,396 | 20,777,401 |
Accumulated deficit | (24,337,973) | (22,395,393) |
Accumulated other comprehensive loss | (15,002) | (42,444) |
TOTAL STOCKHOLDERS' DEFICIT | (481,864) | (714,070) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,174,295 | $ 1,326,738 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, share issued | 9,780,976 | 9,780,976 |
Preferred stock, shares outstanding | 9,780,976 | 9,780,976 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 182,934,483 | 143,840,643 |
Common stock, shares outstanding | 182,934,483 | 143,840,643 |
Common stock subscriptions, shares | 0 | 15,855,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Revenue | $ 0 | $ 550,000 |
TOTAL REVENUE | 0 | 550,000 |
COST OF EQUIPMENT SOLD | ||
Cost of equipment sold | 0 | 350,000 |
TOTAL COST OF EQUIPMENT SOLD | 0 | 350,000 |
GROSS PROFIT | 0 | 200,000 |
GENERAL and ADMINISTRATIVE EXPENSES | ||
Professional fees | 494,926 | 416,989 |
Officers’ salaries and payroll taxes | 479,933 | 300,732 |
Marketing fees | 226,975 | 174,892 |
Travel and entertainment | 42,696 | 22,953 |
Other general and administrative expenses | 666,358 | 222,229 |
TOTAL GENERAL and ADMINISTRATIVE EXPENSES | 1,910,888 | 1,137,795 |
LOSS FROM OPERATIONS | (1,910,888) | (937,795) |
OTHER INCOME (EXPENSE) | ||
Change in fair value of derivative | 234,654 | (1,269,266) |
Other expense | (93,732) | 0 |
Interest expense | (172,614) | (830,405) |
TOTAL OTHER INCOME (EXPENSE) | (31,692) | (2,099,671) |
LOSS BEFORE TAXES | (1,942,580) | (3,037,466) |
TAXES | ||
NET LOSS | (1,942,580) | (3,037,466) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | 27,442 | (42,444) |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | 27,442 | (42,444) |
COMPREHENSIVE LOSS | $ (1,915,138) | $ (3,079,910) |
Loss per common share - Basic | $ (0.01) | $ (0.02) |
Loss per common share - Diluted | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - Basic | 169,341,781 | 136,720,652 |
Weighted average number of common shares outstanding - Diluted | 169,341,781 | 136,720,652 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Subscriptions [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 9,781 | $ 123,316 | $ 1,504,000 | $ 16,153,038 | $ (19,357,927) | $ (1,567,792) | |
Beginning balance, shares at Dec. 31, 2020 | 9,780,976 | 123,316,886 | 10,040,000 | ||||
Sale of Common Stock | $ 5,066 | $ (4,000) | 717,047 | 718,113 | |||
Sale of common stock, shares | 5,065,344 | (40,000) | |||||
Common stock issued to officers for accrued salary | $ 10,000 | $ (1,500,000) | 1,490,000 | ||||
Common stock issued to officers for accrued salary, shares | 10,000,000 | (10,000,000) | |||||
Common stock issued for services | $ 500 | 164,500 | 165,000 | ||||
Common stock issued for services, shares | 500,000 | ||||||
Common stock issued to satisfy convertible debt | $ 4,671 | 265,329 | 270,000 | ||||
Common stock issued to satisfy convertible debt, shares | 4,671,167 | ||||||
Stock issued for interest and fees | $ 287 | 15,068 | 15,355 | ||||
Stock issued for interest and fees Shares | 287,246 | ||||||
Derivative settled upon conversion of debt | 1,972,419 | 1,972,419 | |||||
Subscription deposits received | $ 792,745 | 792,745 | |||||
Subscription deposits received, shares | 15,855,000 | ||||||
Net loss | (3,037,466) | (3,037,466) | |||||
Other comprehensive loss | (42,444) | (42,444) | |||||
Ending balance, value at Dec. 31, 2021 | $ 9,781 | $ 143,840 | $ 792,745 | 20,777,401 | (22,395,393) | (42,444) | (714,070) |
Ending balance, shares at Dec. 31, 2021 | 9,780,796 | 143,840,643 | 15,855,000 | ||||
Subscriptions liability reclassification to subscriptions | $ 377,350 | 377,350 | |||||
Subscriptions liability reclassification to subscriptions, shares | 7,547,000 | ||||||
Sale of Common Stock | $ 36,444 | $ (1,170,095) | 2,385,652 | 1,252,001 | |||
Sale of common stock, shares | 36,443,736 | (23,402,000) | |||||
Common stock issued for commitment fee | $ 500 | 79,500 | 80,000 | ||||
Common stock issued for commitment fee, shares | 500,000 | ||||||
Common stock issued for services | $ 1,574 | 266,525 | 268,099 | ||||
Common stock issued for services, shares | 1,574,546 | ||||||
Common stock issued to satisfy convertible debt | $ 541 | 49,459 | 50,000 | ||||
Common stock issued to satisfy convertible debt, shares | 540,716 | ||||||
Stock issued for interest and fees | $ 35 | 3,187 | 3,222 | ||||
Stock issued for interest and fees Shares | 34,842 | ||||||
Imputed interest on related party loans | 6,165 | 6,165 | |||||
Derivative settled upon conversion of debt | 110,507 | 110,507 | |||||
Net loss | (1,942,580) | (1,942,580) | |||||
Other comprehensive loss | 27,442 | 27,442 | |||||
Ending balance, value at Dec. 31, 2022 | $ 9,781 | $ 182,934 | $ 23,678,396 | $ (24,337,973) | $ (15,002) | $ (481,864) | |
Ending balance, shares at Dec. 31, 2022 | 9,780,796 | 182,934,483 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,942,580) | $ (3,037,466) |
Reconciliation of net loss to net cash used in operating activities | ||
Common stock issued for commitment fee | 80,000 | 0 |
Amortization of debt discount and deferred financing costs | 93,986 | 770,134 |
Depreciation expense | 18,252 | 299 |
Change in fair value of derivative liability | (234,654) | 1,269,266 |
Common stock issued for services | 268,099 | 165,000 |
Imputed interest on amounts owed to related parties | 6,165 | |
Foreign currency loss | 76,737 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 2,260 | (2,503) |
Inventory | (273,274) | (204,533) |
Deferred cost | 0 | 350,000 |
Prepaid expenses and other current assets | 90,524 | (435,150) |
Accounts payable and accrued expenses | 92,924 | 218,096 |
Due to related party | (97,341) | (28,929) |
Deferred revenue | 0 | (550,000) |
Due to officers | 199,986 | 0 |
Accrued management fees and due to officers | 0 | (70,482) |
CASH USED IN OPERATING ACTIVITIES | (1,618,916) | (1,556,268) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (196,018) | (4,299) |
NET CASH USED IN INVESTING ACTIVITIES | (196,018) | (4,299) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds on convertible loans payable | 178,000 | 369,500 |
Repayments of convertible loans payable | (150,000) | (95,500) |
Proceeds from sale of stock | 1,252,001 | 718,113 |
Proceeds from common stock subscriptions | 0 | 1,170,095 |
CASH PROVIDED BY FINANCING ACTIVITIES | 1,280,001 | 2,162,208 |
Effect of exchange rate changes on cash | (13,849) | (24,020) |
Net change in cash | (548,782) | 577,621 |
Cash, beginning of period | 589,668 | 12,047 |
Cash, end of period | 40,886 | 589,668 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 67,940 | 28,864 |
Cash paid for taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common shares issued for interest and fees | 3,222 | 15,355 |
Reclassification of common stock subscriptions to common stock | 1,170,095 | 1,504,000 |
Common shares issued for conversion of loans payable | 50,000 | 270,000 |
Derivative liability discount | 175,026 | 746,672 |
Derivative settled upon conversion of debt | 110,507 | 1,972,419 |
Reclassification of equity to liability for derivatives | 377,350 | 0 |
Right of use asset exchanged for lease liability | 0 | 79,214 |
Additions of finance lease obligations | $ 64,417 | $ 0 |
Incorporation and Nature of Ope
Incorporation and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation and Nature of Operations | Note 1. Incorporation and Nature of Operations Energy and Water Development Corp. (the “Corporation”, “Company” or “EAWD”), was incorporated under the laws of the State of Florida on December 12, 2007. In September 2019, the Company changed its name from Eurosport Active World Corp. to Energy and Water Development Corp. to better present the Company’s purpose and business sector. We are an engineering services company formed as an outsourcing green tech platform, seeking to exploit renewable energy and water technologies. On May 7th, 2021, the Company established an official Branch to initiate operations and assist on the establishment of an official subsidiary. On November 9, 2021, the Company established an official Subsidiary of EAWD in Germany to ensure the company is positioned to service its growing business in one of the EU’s most environmentally progressive countries. This subsidiary was incorporated under the name of Energy and Water development Deutschland GmbH (“EAWD Deutschland”), in Hamburg, Germany. On May 19, 2022, the Company initiated the process for the establishment of an additional Subsidiary of EAWD in Germany to provide logistics services for EAWD Deutschland. This subsidiary has been now fully incorporated under the name of EAWD Logistik GmbH (“EAWD Logistik”), in Frankfurt, Germany. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of EAWD and its subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of Energy and Water Development Corp. and Subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Foreign currency translation The United States dollar (“USD”) is the Company’s reporting currency. The Company has a subsidiary located in Germany. The net sales generated, and the related expenses directly incurred from the operations, if any, are denominated in local currency, Euro (“Euro”). The functional currency of the subsidiary is generally the same as the local currency. Assets and liabilities measured in Euros are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive loss in its balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. During the year ended December 31, 2022 the Company used a spot rate of 1.07 and an average rate of 1.05 when converting EURO to USD. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets. Leases Effective January 1, 2019, the Company adopted ASC 842- Leases (“ASC 842”). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have operating or financing leases. Cash The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $ 40,886 589,668 Inventory Inventory is stated at the lower of cost or net realizable value using the first in, first out (FIFO) method. A reserve is established if necessary to reduce excess or obsolete inventories to their net realizable value. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include purchase deposits, miscellaneous prepaid expenses, value added tax receivable, and a security deposit. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: Schedule of estimated useful lives Useful Life (in years) Office equipment 5 Furniture and fixtures 7 Automobile 5 Machinery and equipment 5 Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2022 and 2021, unamortized deferred financing costs were $ 0 6,663 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities, Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data, Level 3 – Unobservable inputs are used when little or no market data is available. The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of December 31, 2022 and December 31, 2021, were $ 184,025 354,160 Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. The fair value for other assets and liabilities such as cash, accounts receivable, prepaid expenses and other current assets, and accounts payable and accrued expenses have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. ASC 740 provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of December 31, 2022 and 2021, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the taxing authorities. The Corporation’s policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the statement of operations. The Corporation’s tax returns for the years ended 2012 through 2021 have been filed and are subject to examination by the federal and state tax authorities. The Corporation’s tax returns for the tax year ended 2022 have not been filed. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the years ended December 31, 2022 and 2021, the Company recognized $ 0 550,000 During 2021, the Company completed its first sale of equipment. Upon approval of the inspection of the equipment by the customer, the Company recognized the revenue as it had met the revenue recognition criteria and had satisfied the performance obligation of the contract through acceptance by the customer. During the year ended December 31, 2021, one customer accounted for 100 Loss Per Common Share The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10 , “Earnings Per Share”, As discussed more fully in Note 10, convertible note holders have the option of converting their loans into common shares subject to the terms and features offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares subject to the features of each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature and the additional purchase options, they would represent 8,317,828 2,406,227 Related Party Transactions A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as: (i) any person that holds 5% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Note 3. Recently Issued Accounting Standards Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Corporation’s future financial statements. The following are a summary of recent accounting developments. On January 1, 2022, the Company adopted ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements. On January 1, 2022, the Company adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which will clarify and reduce diversity in practice. Specifically, the new standard includes a recognition model comprising four categories of transactions and corresponding accounting treatment for each category. The category that would apply to a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g., a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for the transaction should not differ from what it would have been had the issuer of the warrants paid cash instead of modifying the warrants. The adoption of ASU 2021-04 did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company adopted ASU 2016-13 on January 1, 2023. The adoption will not have a material impact on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 4. Going Concern The Company has incurred operating losses since it began operations (December 2012) totaling $ 24,337,973 1,942,580 740,698 The Company’s ability to transition to profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business and availability to sufficient resources. Management expects sales operations to continue to expand. If necessary, the Company will need to raise additional funds during 2023. Management of the Company intends to raise additional funds through the issuance of equity securities or debt, credit lines or advances from suppliers. The ability of the Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 5. Accounts Receivable At December 31, 2022 and 2021, accounts receivable was $ 52,761 55,169 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory The components of inventory at December 31, 2022 and 2021, consisted of the following: Schedule Of Inventories December 31, December 31, 2022 2021 Work in progress $ 457,646 $ 196,553 Inventory, net $ 457,646 $ 196,553 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 7. Prepaid Expenses and Other Current Assets The components of prepaid expenses and other current assets at December 31, 2022 and 2021, consisted of the following: Schedule Of Prepaid Expenses And Other Current Assets December 31, 2022 December 31, 2021 Prepayment on inventory not received $ — $ 225,979 Prepaid expenses 140,676 113,600 Value added tax receivable 158,200 83,602 Security deposit 16,346 7,394 Purchase deposits — 1,507 Prepaid expenses and other current assets $ 315,222 $ 432,082 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 8. Property and Equipment, Net The components of property and equipment at December 31, 2022 and 2021 consisted of the following: Schedule Of Property And Equipment December 31, December 31, 2022 2021 Office equipment $ 5,911 $ 1,526 Furniture and fixtures 2,447 2,607 Financing lease equipment 64,417 — Machinery and equipment 41,656 — Automobile 149,787 — Property and equipment, gross 264,218 4,133 Less: Accumulated depreciation (18,551 ) (299 ) Property and equipment, net $ 245,667 $ 3,834 Depreciation expense for the year ended December 31, 2022 and 2021 was $ 18,252 299 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 9. Accounts Payable and Accrued Expenses Significant components of accounts payable and accrued expenses at December 31, 2022 and 2021 are as follows: Schedule of Accounts Payable and Accrued Liabilities December 31, 2022 December 31, 2021 Accrued expenses $ 241,960 $ 385,776 Accounts payable 324,754 375,774 Accrued legal costs 349,726 253,901 Accrued salary and payroll taxes 134,152 50,228 Total $ 1,050,592 $ 1,065,679 As of December 31, 2022 and 2021, the Company owed Virhtech Gmbh, a related party of the Company, $ 27,029 124,370 |
Convertible Loans Payable
Convertible Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Loans Payable | Note 10. Convertible Loans Payable As of December 31, 2022 and 2021, the Company had loans payable balances, net of discount, of $ 73,664 176,703 During the year ended December 31, 2022, the Company issued one convertible loan in the aggregate amount of $ 178,000 8 175,026 During the year ended December 31, 2021, the Company issued two convertible loans in the aggregate amount of $ 404,000 8 304,000 March 25, 2022 April 21, 2022 746,672 As of December 31, 2022, these loans were fully repaid or converted. As of December 31, 2022 and 2021, outstanding convertible loans payable, net of discounts, was $ 73,664 176,703 The convertible loans were issued in several different forms as discussed below. Schedule of Notes Payable Amount Balance of notes payable, net on December 31, 2020 $ 149,241 Issuances of debt 404,000 Cash settlement of debt (95,500 ) Conversions (270,000 ) Debt discount (406,500 ) Deferred financing costs (6,663 ) Amortization of debt discount 402,125 Balance of notes payable, net on December 31, 2021 $ 176,703 Issuances of debt 178,000 Cash settlement of debt (150,000 ) Debt discount (175,025 ) Conversions (50,000 ) Amortization of debt discount 93,986 Balance of notes payable, net on December 31, 2022 $ 73,664 Derivative Liabilities The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of December 31, 2022 and 2021: Outstanding Derivative Liability Total Balance as of December 31, 2020 $ 310,641 Change Due to Issuances 746,672 Change due to exercise / redemptions (1,972,419 ) Change in fair value 1,269,266 Balance as of December 31, 2021 $ 354,160 Change Due to Issuances 175,026 Change due to exercise / redemptions (110,507 ) Change in fair value (234,654 ) Balance as of December 31, 2022 $ 184,025 A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase that are categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2022 and 2021 is as follows: Summary of Quantitative Information December 31, 2022 December 31, 2021 Stock price $ 0.04 0.19 $ 0.16 0.45 Exercise price $ 0.02 0.10 $ 0.03 0.20 Contractual term (in years) 0.68 1.00 0.27 1 Volatility (annual) 140 1,313 149 2,095 Risk-free rate 0.51 4.73 0.04 0.39 The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Liabilities Measured at Fair Value on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability and derivative liabilities: Summary of Financial Liabilities Measured on Recurring Basis Fair value measured at December 31, 2022 Quoted Significant prices in other Significant active observable inputs unobservable Fair value (Level 1) (Level 2) (Level 3) 2022 Derivative liability $ — $ — $ 184,025 $ 184,025 Total $ — $ — $ 184,025 $ 184,025 Fair Value measured at December 31, 2021 Quoted Significant prices in other Significant active observable unobservable Fair value at (Level 1) (Level 2) (Level 3) 2021 Derivative liability $ — $ — $ 354,160 $ 354,160 Total $ — $ — $ 354,160 $ 354,160 The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: · Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and · Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021, the Company recorded a gain of $ 234,654 1,269,266 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 11. Leases Financing leases The Company’s financing lease does not provide an implicit rate that can be readily determined. Therefore, the Company uses discount rates based on the incremental borrowing rate of its most recent external debt of 8 The Company’s weighted-average remaining lease term relating to its operating leases is 3.92 8.00 The Company incurred amortization expense for its financing lease of $ 1,299 0 1,522 0 64,416 0 14,327 0 48,946 0 Operating leases The Company’s operating leases do not provide an implicit rate that can be readily determined. Therefore, the Company uses discount rates based on the incremental borrowing rate of its most recent external debt of 8 The Company’s weighted-average remaining lease term relating to its operating leases is 0.81 8.00 The Company incurred lease expense for its operating leases of $ 47,612 31,266 47,612 31,266 62,113 49,432 62,113 39,148 0 10,283 The following table presents information about the future maturity of the lease liabilities under the Company’s operating and financing leases as of December 31, 2022. Schedule of maturity of lease liability Maturity of Lease Liabilities Operating lease liabilities Finance lease liability Total Amount 2023 $ 64,364 $ 18,871 $ 83,235 2024 — 18,871 18,871 2025 — 18,871 18,871 2026 — 17,299 17,299 Total future minimum lease payments 64,364 73,912 138,276 Less: Imputed interest (2,251 ) (10,639 ) (12,890 ) Present value of lease liabilities $ 62,113 $ 63,273 $ 125,386 Remaining lease term (in years) 0.81 3.92 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions Due to officers Amounts due to officers as of December 31, 2022 and 2021 are comprised of the following: Due to Officers December 31, December 31, 2022 2021 Ralph Hofmeier: Unsecured advances due to officer $ 56,400 $ — Accrued salaries 86,265 17,485 Total due to Ralph Hofmeier 142,665 17,485 Irma Velazquez: Unsecured advances due to officer 10,393 — Accrued salaries 69,434 — Total due to Irma Velazquez 79,827 — Total amounts due to officers $ 222,492 $ 17,485 Officer Compensation Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the Company’s Chief Technology Officer and Chairman of the Board, and Ms. Velazquez, the Company’s Chief Executive Officer and Vice-Chairman of the Board. Mr. Hofmeier and Ms. Velazquez are also significant stockholders. Customer deposit EAWC-TV functions as a distributor of EAWD product. In 2019, EAWC-TV, having secured EAWD’s first customer, has placed a $ 550,000 303,742 In 2020, manufacture of the unit was delayed due to Covid-19 related issues. The Company and EAWC-TV agreed as it had done in 2019, to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance it carried in its accounts payable account for administrative services, which it did on December 26, 2020 which resulted in an additional down payment of $ 193,497 52,761 55,169 As of March 31, 2023, the balance remains outstanding, however the Company expects to receive the amount in full by the end of 2023. Virhtech Gmbh As of December 31, 2022 and 2021, the Company owed Virhtech Gmbh, a related party of the Company, $ 27,029 124,370 Officer and investor deposits As of December 31, 2022, the Company recorded no As of December 31, 2021, the Company recorded $ 792,745 377,350 1,170,095 23,402,000 |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 13. Shareholders’ Deficit Preferred Stock Authorized: 500,000,000 .001 Common Stock Authorized: 1,000,000,000 .001 182,934,483 143,840,643 During the year ended December 31, 2022, the Company engaged in the following equity events: Sale of Common Stock and Subscriptions On February 18, 2022, the Company received a deposit in the amount of $ 300,000 1,875,000 From January 1, 2022 through March 31, 2022, the Company has issued 14,953,000 747,650 From April 1, 2022 through June 30, 2022, the Company has issued 8,527,947 437,450 Shares issued pursuant to ELOC On January 26, 2022 the Company entered into a two year equity line of credit (“ELOC”) with an investor to provide up to $ 5 million 500,000 80,000 On January 26, 2022, the Company entered into a Securities Purchase Agreement with an investor. As of March 31, 2022, 2,000,000 300,000 n the third quarter of 2022, 4,023,368 450,000 In the fourth quarter of 2022, 5,064,421 187,000 Shares issued upon conversion of convertible debt On January 14, 2022, the Company completed a conversion of our outstanding convertible debt by exchanging $ 53,222 50,000 575,558 Shares issued for services On February 2, 2022, the Company issued 20,000 3,600 On February 3, 2022, the Company issued 500,000 85,000 On April 27, 2022, the Company issued 227,273 50,000 On August 11, 2022, the Company issued 600,000 79,500 On September 9, 2022, the Company issued 227,273 50,000 During the year ended December 31, 2021, the Company engaged in the following equity events: · 5,065,344 718,113 · 10,000,000 common shares were issued to officers for accrued salary, · 500,000 165,000 · 4,671,167 270,000 · 287,246 15,355 Warrants On February 17, 2021, the Company entered into an agreement with a consultant to provide Business Development advisement and analysis services. In consideration, the consultant will be issued 1,000,000 500,000 500,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Commitments Equity Line of Credit The Company entered into a two-year Equity Line of Credit pursuant to an Equity Purchase Agreement with Tysadco Partners, LLC, dated January 26, 2022. Pursuant to the agreement, Tysadco Partners agreed to invest up to $ 5,000,000 500,000 Requests are limited to the lesser of $1,000,000 or 500% of the average shares traded for the 10 days prior the Closing Request Date. The purchase price shall be 85% of the two lowest individual daily VWAP during the five (5) trading days immediately prior to the date the Request Notice is delivered (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement). In addition, the Company and Tysadco Partners entered into a Registration Rights Agreement, whereby the Company shall register the securities on a registration statement covering the Offering Amount with the Securities and Exchange Commission (“SEC”) within forty-five days of filing its 10-K for the year ended December 31, 2021. The Company’s Registration Statement on Form S-1 registering 25,000,000 shares in connection with the ELOC was declared effective on July 5, 2022. Employment Agreements The Company entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the Corporation will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $ 125,000 150,000 Effective as of August 4, 2022, Mr. Ralph M. Hofmeier has resigned as Chief Executive Officer and President of Energy and Water Development Corp. (the "Company"), and has been appointed as Chief Technology Officer of the Company. Mr. Hofmeier’s resignation is not a result of any disagreement with the Company or its independent auditors on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise). Effective as of August 4, 2022, Ms. Irma Velazquez has resigned as Chief Operating Officer of the Company, and has been appointed as Chief Executive Officer of the Company. Ms. Velazquez’s resignation is not a result of any disagreement with the Company or its independent auditors on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise). On August 4, 2022, per a board of directors resolution, the Company entered into 210,305 29,164 Leases Our registered office is located at 7901 4th Street N STE #4174, St. Petersburg, Florida 33702. Our telephone number is +1 (727) 677-9408. Office services are contracted for on a month-to-month basis in this Address. In October 2020, the Company established its official registered Branch in Hamburg Germany; the office Address until March 31, 2021 was Offakamp 9f- 2.17. On April 1, 2021, the Company entered into two lease agreements for a workshop located at Industriestraße 17, 25462 Relligen and an office located at Ballindam 3 20095 Hamburg, Germany. On May 23, 2022, after expiration of the office located in Ballindam, the Company signed a new lease agreement for the same office space. Additionally, on May 20, 2022, the Company signed a new lease agreement for additional office space in Frankfurt, Germany. Our Telephone number is +49 40 809081354. Rent expense for the years ended December 31, 2022 and 2021 amounted to $ 69,171 37,552 Contingencies From time to time, the Corporation may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Corporation’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its operating results, financial position or cash flows. Litigation EAWD vs Packard and Co-Defendant Nick Norwood EAWD vs Nerve Smart Systems ApS (“Nerve”) EAWD vs NPP Niethammer, Posewang & Partner GmbH (“NPP”) 45,500 48,160 22,749 23,214 4,986 5,277 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The Company did not have an income tax provision or benefit for the year ended December 31, 2022 and 2021. The Company has incurred losses and therefore has provided a full valuation against net deferred tax assets as December 31, 2022 and 2021. The items accounting for the difference between U.S. and foreign income taxes at the effective statutory rate and the provision for income taxes for the year ended December 31, 2022 and 2021 were as follows: Income tax reconciliation December 31, December 31, 2022 2021 Income tax benefit at U.S. statutory rate of 21% Net operating loss – U.S. – federal $ (169,906 ) $ (562,283 ) State income tax net of Federal benefits – U.S. (35,154 ) (94,298 ) Non-deductible expenses – U.S. 54,953 540,338 Net operating loss - foreign (249,864 ) (79,179 ) Temporary differences (762,687 ) — Change in valuation allowance – U.S. 912,794 116,243 Change in valuation allowance – foreign 249,864 79,179 Total provision for income tax – U.S. and foreign $ — $ — The Company’s approximate net U.S. and foreign deferred tax assets as of December 31, 2022 and 2021 were as follows: Deferred tax assets December 31, December 31, 2022 2021 Deferred tax assets Book to tax difference – fixed assets $ 506,826 $ — Net operating loss carry forward – U.S. 2,796,738 2,390,769 Net operating loss carry forward – foreign 329,043 79,179 Total deferred tax assets – U.S. and foreign 3,632,607 2,469,948 Valuation allowance – U.S. and foreign (3,632,607 ) (2,469,948 ) Net deferred tax assets $ — $ — Net operating loss carry-forwards for U.S. federal and state in the amount of approximately $ 11.0 million 1.5 million The net change in the valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $ 912,794 116,243 249,864 79,179 The Company subject to U.S. federal income tax as well as income tax in multiple state and non-U.S. jurisdictions. The Company’s federal and state tax returns for the previous three years remain open for audit. With respect to material non-U.S. jurisdictions in which we operate, we have open tax years ranging from 2 to 10 years. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events On January 10, 2023, the Company issued 1,584,427 0.025 On January 18, 2023, the Company issued an aggregate 6,250,000 0.02 On January 18, 2023, the Company issued an aggregate 702,523 0.05 On January 18, 2023, the Company issued 1,397,787 0.026 On January 30, 2023, the Company issued 1,329,345 0.038 On January 30, 2023, Energy and Water Development Corp. (the “Company”) executed an engagement letter (the “Engagement Letter”) with AOB Accounting and Consultancy Services Company Limited pursuant to which Mr. Amedeo Montonati, age 30, will provide services to the Company as its Chief Financial Officer. Prior to taking this position with the Company, Mr. Montonati was a Senior Administrative Consultant at Hawksford Group in Hong Kong from 2018 to 2021 and since then has served as an associate director at AOGB Professional Services Group and as Interim CFO at Brera Holdings PLC. Mr. Montonati holds an MBA from University of South Australia, Hong Kong. The Engagement Letter has an initial term of six months that can be extended by mutual agreement of the parties. The Engagement Letter sets forth the material terms and conditions of his engagement, including compensation. Additionally, the Engagement Letter includes certain restrictive covenants that generally prohibit him from disclosing information that is confidential to the Company. On February 14, 2023, the Company issued 999,429 0.0824 On February 14, 2023, the Company issued 250,000 0.10 25,000 On February 17, 2023, the Company issued 125,000 0.10 12,500 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of EAWD and its subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of Energy and Water Development Corp. and Subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. |
Foreign currency translation | Foreign currency translation The United States dollar (“USD”) is the Company’s reporting currency. The Company has a subsidiary located in Germany. The net sales generated, and the related expenses directly incurred from the operations, if any, are denominated in local currency, Euro (“Euro”). The functional currency of the subsidiary is generally the same as the local currency. Assets and liabilities measured in Euros are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive loss in its balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. During the year ended December 31, 2022 the Company used a spot rate of 1.07 and an average rate of 1.05 when converting EURO to USD. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets. |
Leases | Leases Effective January 1, 2019, the Company adopted ASC 842- Leases (“ASC 842”). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have operating or financing leases. |
Cash | Cash The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $ 40,886 589,668 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value using the first in, first out (FIFO) method. A reserve is established if necessary to reduce excess or obsolete inventories to their net realizable value. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include purchase deposits, miscellaneous prepaid expenses, value added tax receivable, and a security deposit. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: Schedule of estimated useful lives Useful Life (in years) Office equipment 5 Furniture and fixtures 7 Automobile 5 Machinery and equipment 5 |
Deferred Financing Costs | Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2022 and 2021, unamortized deferred financing costs were $ 0 6,663 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities, Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data, Level 3 – Unobservable inputs are used when little or no market data is available. The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of December 31, 2022 and December 31, 2021, were $ 184,025 354,160 Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. The fair value for other assets and liabilities such as cash, accounts receivable, prepaid expenses and other current assets, and accounts payable and accrued expenses have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. ASC 740 provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of December 31, 2022 and 2021, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the taxing authorities. The Corporation’s policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the statement of operations. The Corporation’s tax returns for the years ended 2012 through 2021 have been filed and are subject to examination by the federal and state tax authorities. The Corporation’s tax returns for the tax year ended 2022 have not been filed. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the years ended December 31, 2022 and 2021, the Company recognized $ 0 550,000 During 2021, the Company completed its first sale of equipment. Upon approval of the inspection of the equipment by the customer, the Company recognized the revenue as it had met the revenue recognition criteria and had satisfied the performance obligation of the contract through acceptance by the customer. During the year ended December 31, 2021, one customer accounted for 100 |
Loss Per Common Share | Loss Per Common Share The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10 , “Earnings Per Share”, As discussed more fully in Note 10, convertible note holders have the option of converting their loans into common shares subject to the terms and features offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares subject to the features of each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature and the additional purchase options, they would represent 8,317,828 2,406,227 |
Related Party Transactions | Related Party Transactions A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as: (i) any person that holds 5% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Useful Life (in years) Office equipment 5 Furniture and fixtures 7 Automobile 5 Machinery and equipment 5 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventories | Schedule Of Inventories December 31, December 31, 2022 2021 Work in progress $ 457,646 $ 196,553 Inventory, net $ 457,646 $ 196,553 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Schedule Of Prepaid Expenses And Other Current Assets | Schedule Of Prepaid Expenses And Other Current Assets December 31, 2022 December 31, 2021 Prepayment on inventory not received $ — $ 225,979 Prepaid expenses 140,676 113,600 Value added tax receivable 158,200 83,602 Security deposit 16,346 7,394 Purchase deposits — 1,507 Prepaid expenses and other current assets $ 315,222 $ 432,082 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property And Equipment | Schedule Of Property And Equipment December 31, December 31, 2022 2021 Office equipment $ 5,911 $ 1,526 Furniture and fixtures 2,447 2,607 Financing lease equipment 64,417 — Machinery and equipment 41,656 — Automobile 149,787 — Property and equipment, gross 264,218 4,133 Less: Accumulated depreciation (18,551 ) (299 ) Property and equipment, net $ 245,667 $ 3,834 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Schedule of Accounts Payable and Accrued Liabilities December 31, 2022 December 31, 2021 Accrued expenses $ 241,960 $ 385,776 Accounts payable 324,754 375,774 Accrued legal costs 349,726 253,901 Accrued salary and payroll taxes 134,152 50,228 Total $ 1,050,592 $ 1,065,679 |
Convertible Loans Payable (Tabl
Convertible Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable Amount Balance of notes payable, net on December 31, 2020 $ 149,241 Issuances of debt 404,000 Cash settlement of debt (95,500 ) Conversions (270,000 ) Debt discount (406,500 ) Deferred financing costs (6,663 ) Amortization of debt discount 402,125 Balance of notes payable, net on December 31, 2021 $ 176,703 Issuances of debt 178,000 Cash settlement of debt (150,000 ) Debt discount (175,025 ) Conversions (50,000 ) Amortization of debt discount 93,986 Balance of notes payable, net on December 31, 2022 $ 73,664 |
Outstanding Derivative Liability | Outstanding Derivative Liability Total Balance as of December 31, 2020 $ 310,641 Change Due to Issuances 746,672 Change due to exercise / redemptions (1,972,419 ) Change in fair value 1,269,266 Balance as of December 31, 2021 $ 354,160 Change Due to Issuances 175,026 Change due to exercise / redemptions (110,507 ) Change in fair value (234,654 ) Balance as of December 31, 2022 $ 184,025 |
Summary of Quantitative Information | Summary of Quantitative Information December 31, 2022 December 31, 2021 Stock price $ 0.04 0.19 $ 0.16 0.45 Exercise price $ 0.02 0.10 $ 0.03 0.20 Contractual term (in years) 0.68 1.00 0.27 1 Volatility (annual) 140 1,313 149 2,095 Risk-free rate 0.51 4.73 0.04 0.39 |
Summary of Financial Liabilities Measured on Recurring Basis | Summary of Financial Liabilities Measured on Recurring Basis Fair value measured at December 31, 2022 Quoted Significant prices in other Significant active observable inputs unobservable Fair value (Level 1) (Level 2) (Level 3) 2022 Derivative liability $ — $ — $ 184,025 $ 184,025 Total $ — $ — $ 184,025 $ 184,025 Fair Value measured at December 31, 2021 Quoted Significant prices in other Significant active observable unobservable Fair value at (Level 1) (Level 2) (Level 3) 2021 Derivative liability $ — $ — $ 354,160 $ 354,160 Total $ — $ — $ 354,160 $ 354,160 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of maturity of lease liability | Schedule of maturity of lease liability Maturity of Lease Liabilities Operating lease liabilities Finance lease liability Total Amount 2023 $ 64,364 $ 18,871 $ 83,235 2024 — 18,871 18,871 2025 — 18,871 18,871 2026 — 17,299 17,299 Total future minimum lease payments 64,364 73,912 138,276 Less: Imputed interest (2,251 ) (10,639 ) (12,890 ) Present value of lease liabilities $ 62,113 $ 63,273 $ 125,386 Remaining lease term (in years) 0.81 3.92 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Due to Officers | Due to Officers December 31, December 31, 2022 2021 Ralph Hofmeier: Unsecured advances due to officer $ 56,400 $ — Accrued salaries 86,265 17,485 Total due to Ralph Hofmeier 142,665 17,485 Irma Velazquez: Unsecured advances due to officer 10,393 — Accrued salaries 69,434 — Total due to Irma Velazquez 79,827 — Total amounts due to officers $ 222,492 $ 17,485 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | Income tax reconciliation December 31, December 31, 2022 2021 Income tax benefit at U.S. statutory rate of 21% Net operating loss – U.S. – federal $ (169,906 ) $ (562,283 ) State income tax net of Federal benefits – U.S. (35,154 ) (94,298 ) Non-deductible expenses – U.S. 54,953 540,338 Net operating loss - foreign (249,864 ) (79,179 ) Temporary differences (762,687 ) — Change in valuation allowance – U.S. 912,794 116,243 Change in valuation allowance – foreign 249,864 79,179 Total provision for income tax – U.S. and foreign $ — $ — |
Deferred tax assets | Deferred tax assets December 31, December 31, 2022 2021 Deferred tax assets Book to tax difference – fixed assets $ 506,826 $ — Net operating loss carry forward – U.S. 2,796,738 2,390,769 Net operating loss carry forward – foreign 329,043 79,179 Total deferred tax assets – U.S. and foreign 3,632,607 2,469,948 Valuation allowance – U.S. and foreign (3,632,607 ) (2,469,948 ) Net deferred tax assets $ — $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 40,886 | $ 589,668 | |
Unamortized deferred financing costs | 0 | 6,663 | |
Derivative Liability, Current | 184,025 | 354,160 | $ 310,641 |
Revenues | $ 0 | $ 550,000 | |
Concentration Risk, Percentage | 100% | ||
Additional common shares | 8,317,828 | 2,406,227 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | 121 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
LOSS FROM OPERATIONS | $ (1,910,888) | $ (937,795) | $ 24,337,973 |
Net loss | 1,942,580 | $ 3,037,466 | |
Working capital deficit | $ 740,698 | $ 740,698 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 52,761 | $ 55,169 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 457,646 | $ 196,553 |
Inventory, net | $ 457,646 | $ 196,553 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepayment on inventory not received | $ 0 | $ 225,979 |
Prepaid expenses | 140,676 | 113,600 |
Value added tax receivable | 158,200 | 83,602 |
Security deposit | 16,346 | 7,394 |
Purchase deposits | 0 | 1,507 |
Prepaid expenses and other current assets | $ 315,222 | $ 432,082 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 264,218 | $ 4,133 |
Accumulated depreciation | (18,551) | (299) |
Property, plant and equipment, net | 245,667 | 3,834 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,911 | 1,526 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,447 | 2,607 |
Financing Lease Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 64,417 | 0 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41,656 | 0 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 149,787 | $ 0 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 18,252 | $ 299 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 241,960 | $ 385,776 |
Accounts payable | 324,754 | 375,774 |
Accrued legal costs | 349,726 | 253,901 |
Accrued salary and payroll taxes | 134,152 | 50,228 |
Total | $ 1,050,592 | $ 1,065,679 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Virhtech Gmbh [Member] | Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable - related party | $ 27,029 | $ 124,370 |
Convertible Loans Payable (Deta
Convertible Loans Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Beginning balance of notes payable, net | $ 176,703 | $ 149,241 |
Issuances of debt | 178,000 | 404,000 |
Cash settlement of debt | (150,000) | (95,500) |
Conversions | (50,000) | (270,000) |
Debt Discount | (175,025) | (406,500) |
Deferred financing costs | (6,663) | |
Amortization of debt discount | 93,986 | 402,125 |
End balance of notes payable, net | $ 73,664 | $ 176,703 |
Convertible Loans Payable (De_2
Convertible Loans Payable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Balance at beginning | $ 354,160 | $ 310,641 |
Change Due to Issuances | 175,026 | 746,672 |
Change due to exercise / redemptions | (110,507) | (1,972,419) |
Change in fair value | (234,654) | 1,269,266 |
Balance at end | $ 184,025 | $ 354,160 |
Convertible Loans Payable (De_3
Convertible Loans Payable (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Stock price | $ 0.04 | $ 0.16 |
Exercise price | $ 0.02 | $ 0.03 |
Contractual term (in years) | 8 months 4 days | 3 months 7 days |
Volatility (annual) | 140% | 149% |
Risk-free rate | 0.51% | 0.04% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Stock price | $ 0.19 | $ 0.45 |
Exercise price | $ 0.10 | $ 0.20 |
Contractual term (in years) | 1 year | 1 year |
Volatility (annual) | 1,313% | 2,095% |
Risk-free rate | 4.73% | 0.39% |
Convertible Loans Payable (De_4
Convertible Loans Payable (Details 3) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $ 184,025 | $ 354,160 |
Warrants and derivative liabilities | 184,025 | 354,160 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants and derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants and derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 184,025 | 354,160 |
Warrants and derivative liabilities | $ 184,025 | $ 354,160 |
Convertible Loans Payable (De_5
Convertible Loans Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||
Convertible loan payables, net of discount | $ 73,664 | $ 176,703 | $ 149,241 | |
Convertible Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible loan payables, net of discount | 73,664 | 176,703 | ||
Proceed from convertable debt | $ 304,000 | $ 178,000 | $ 404,000 | |
Interest rate | 8% | 8% | ||
Fair value of derivative liability recorded as discount on note | $ 175,026 | $ 746,672 | ||
Gain on derivative liability | $ 234,654 | |||
Loss on derivative liability | $ 1,269,266 | |||
Convertible Debt [Member] | Minimum [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity date extended | Mar. 25, 2022 | |||
Convertible Debt [Member] | Maximum [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity date extended | Apr. 21, 2022 |
Lease (Details)
Lease (Details) | Dec. 31, 2022 USD ($) |
2023 | $ 83,235 |
2024 | 18,871 |
2025 | 18,871 |
2026 | 17,299 |
Total future minimum lease payments | 138,276 |
Less: Imputed interest | 12,890 |
Present value of lease liabilities | $ 125,386 |
Remaining lease term (in years) | 3 years 11 months 1 day |
Operating Lease Liabilities [Member] | |
2023 | $ 64,364 |
2024 | |
2025 | |
2026 | |
Total future minimum lease payments | 64,364 |
Less: Imputed interest | 2,251 |
Present value of lease liabilities | $ 62,113 |
Remaining lease term (in years) | 9 months 21 days |
Finance Lease Liability [Member] | |
2023 | $ 18,871 |
2024 | 18,871 |
2025 | 18,871 |
2026 | 17,299 |
Total future minimum lease payments | 73,912 |
Less: Imputed interest | 10,639 |
Present value of lease liabilities | $ 63,273 |
Remaining lease term (in years) | 3 years 11 months 1 day |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Borrowing rate | 8% | |
Operating leases term | 3 years 11 months 1 day | |
Weighted-average discount rate | 8% | |
Amortization expense | $ 1,299 | $ 0 |
Cash lease payments | 1,522 | 0 |
Financing lease right-of-use asset | 64,416 | 0 |
Financing lease liability | 14,327 | 0 |
Operating lease liability, current | 62,113 | 39,148 |
Operating leases expense | 47,612 | 31,266 |
Operating lease right-of-use asset | 62,113 | 49,432 |
Operating lease liability, non current | 0 | 10,283 |
Property Subject To Financing Lease [Member] | ||
Operating lease liability, current | $ 48,946 | 0 |
Property Subject to Operating Lease [Member] | ||
Borrowing rate | 8% | |
Operating leases term | 9 months 21 days | |
Weighted-average discount rate | 8% | |
Cash lease payments | $ 47,612 | $ 31,266 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Accrued salaries | $ 134,152 | $ 50,228 |
Due to officers | 222,492 | 17,485 |
Officer Ralph Hofmeier [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 56,400 | 0 |
Accrued salaries | 86,265 | 17,485 |
Due to officers | 142,665 | 17,485 |
Officer Irma Velazquez [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 10,393 | 0 |
Accrued salaries | 69,434 | 0 |
Due to officers | $ 79,827 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Solar powered atmospheric water generator | $ 550,000 | |||
Deposit Liability, Current | $ 303,742 | $ 193,497 | ||
Unpaid balance on equipment | $ 55,169 | $ 52,761 | ||
Accounts payable - related party | 124,370 | 27,029 | ||
Common stock subscriptions | 792,745 | $ 0 | ||
Subscription deposit received used | 792,745 | |||
Stock Issuance | 377,350 | |||
Pending Stock Sale | $ 1,170,095 | |||
Pending Stock Shares | 23,402,000 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Sep. 09, 2022 | Aug. 11, 2022 | Apr. 27, 2022 | Feb. 03, 2022 | Feb. 02, 2022 | Jan. 14, 2022 | Mar. 31, 2022 | Feb. 18, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 26, 2022 | Feb. 17, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares outstanding | 182,934,483 | 143,840,643 | |||||||||||||
Number of shares issued, value | $ 300,000 | $ 1,252,001 | $ 718,113 | ||||||||||||
Shares isuued | 2,000,000 | 2,000,000 | |||||||||||||
Cash | 40,886 | 589,668 | |||||||||||||
Convertible debt | $ 50,000 | ||||||||||||||
Conversion shares | 575,558 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 227,273 | 600,000 | 227,273 | 500,000 | 20,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | $ 79,500 | $ 50,000 | $ 85,000 | $ 3,600 | $ 268,099 | 165,000 | ||||||||
Stock issued during period, value, new issue | 718,113 | ||||||||||||||
Stock Issued During Period, Value, Other | 270,000 | ||||||||||||||
Conversion of interest and fees | $ 15,355 | ||||||||||||||
Warrant shares | 1,000,000 | ||||||||||||||
Warrants issued | 500,000 | ||||||||||||||
Remaining shares | 500,000 | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Cash | $ 53,222 | ||||||||||||||
Line of Credit [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Aditional common shares | 5,064,421 | ||||||||||||||
Aditional purchase price | $ 187,000 | ||||||||||||||
Investor [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Line of credit | $ 5,000,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common stock, shares outstanding | 182,934,483 | 143,840,643 | |||||||||||||
Number of shares issued | 36,443,736 | 5,065,344 | |||||||||||||
Number of shares issued, value | $ 36,444 | $ 5,066 | |||||||||||||
Shares isuued | 500,000 | ||||||||||||||
Shares isuued, value | $ 80,000 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,574,546 | 500,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,574 | $ 500 | |||||||||||||
Stock issued during period shares new issue | 5,065,344 | ||||||||||||||
Stock issued during period shares others | 4,671,167 | ||||||||||||||
Conversion of interest and fees shares | 287,246 | ||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Proceed from deposit | $ 300,000 | ||||||||||||||
Common shares to be issued | 1,875,000 | ||||||||||||||
Number of shares issued | 4,023,368 | ||||||||||||||
Number of shares issued, value | $ 450,000 | ||||||||||||||
Common Stock Subscriptions [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of shares issued | 8,527,947 | 14,953,000 | (23,402,000) | (40,000) | |||||||||||
Number of shares issued, value | $ 437,450 | $ 747,650 | $ (1,170,095) | $ (4,000) | |||||||||||
Stock Issued During Period, Value, Issued for Services |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
Jan. 25, 2023 USD ($) | Jan. 25, 2023 EUR (€) | Nov. 28, 2022 USD ($) | Nov. 28, 2022 EUR (€) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Aug. 04, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | shares | 5,000,000 | ||||||
Additional common shares | shares | 8,317,828 | 2,406,227 | |||||
Line of Credit Facility, Description | Requests are limited to the lesser of $1,000,000 or 500% of the average shares traded for the 10 days prior the Closing Request Date. The purchase price shall be 85% of the two lowest individual daily VWAP during the five (5) trading days immediately prior to the date the Request Notice is delivered (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement). In addition, the Company and Tysadco Partners entered into a Registration Rights Agreement, whereby the Company shall register the securities on a registration statement covering the Offering Amount with the Securities and Exchange Commission (“SEC”) within forty-five days of filing its 10-K for the year ended December 31, 2021. The Company’s Registration Statement on Form S-1 registering 25,000,000 shares in connection with the ELOC was declared effective on July 5, 2022. | ||||||
Operating Leases, Rent Expense | $ 69,171 | $ 37,552 | |||||
Legal fees | $ 48,160 | € 45,500 | |||||
NPP amount pay | $ 23,214 | € 22,749 | |||||
Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding fee | $ 5,277 | € 4,986 | |||||
Employment Agreements 2022 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Base salary | 210,305 | ||||||
Hofmeier [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Salary | 125,000 | ||||||
Salary second year | 150,000 | ||||||
Velazquez [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Salary | 125,000 | ||||||
Salary second year | $ 150,000 | ||||||
Employees [Member] | Employment Agreements 2022 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Bonus paid | $ 29,164 | ||||||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Additional common shares | shares | 500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
State income tax net of Federal benefits – U.S. | $ (35,154) | $ (94,298) |
Non-deductible expenses – U.S. | 54,953 | 540,338 |
Temporary differences | (762,687) | 0 |
Total provision for income tax – U.S. and foreign | ||
US Treasury and Government [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss - foreign | (169,906) | (562,283) |
Change in valuation allowance – foreign | 912,794 | 116,243 |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss - foreign | (249,864) | (79,179) |
Change in valuation allowance – foreign | $ 249,864 | $ 79,179 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Book to tax difference – fixed assets | $ 506,826 | $ 0 |
Total deferred tax assets – U.S. and foreign | 3,632,607 | 2,469,948 |
Valuation allowance – U.S. and foreign | (3,632,607) | (2,469,948) |
Net deferred tax assets | 0 | 0 |
US Treasury and Government [Member] | ||
Deferred tax assets | ||
Net operating loss carry forward – foreign | 2,796,738 | 2,390,769 |
Foreign [Member] | ||
Deferred tax assets | ||
Net operating loss carry forward – foreign | $ 329,043 | $ 79,179 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
US Treasury and Government [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 11,000,000 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 912,794 | $ 116,243 |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | 1,500,000 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 249,864 | $ 79,179 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 10, 2023 | Feb. 17, 2023 | Feb. 14, 2023 | Jan. 30, 2023 | Jan. 18, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||
Number of shares issued, value | $ 300,000 | $ 1,252,001 | $ 718,113 | |||||
Subsequent Event [Member] | Common Stock [Member] | Tysadco Partners L L C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 1,584,427 | 999,429 | 1,329,345 | 1,397,787 | ||||
Share price | $ 0.025 | $ 0.0824 | $ 0.038 | $ 0.026 | ||||
Subsequent Event [Member] | Common Stock [Member] | Gary Rodney [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 6,250,000 | |||||||
Share price | $ 0.02 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Ralph Hofmeier [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 702,523 | |||||||
Share price | $ 0.05 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Investor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 125,000 | 250,000 | ||||||
Share price | $ 0.10 | $ 0.10 | ||||||
Number of shares issued, value | $ 12,500 | $ 25,000 |