Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Aug. 27, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Indoor Harvest Corp | |
Entity Central Index Key | 0001572565 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 8,404,886 | |
Entity Common Stock, Shares Outstanding | 2,401,396,041 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 1,207 | $ 12,353 |
Prepaid expenses and other receivable | 1,876 | 5,331 |
Total Current Assets | 3,083 | 17,684 |
Furniture and equipment, net | 4,615 | |
Intangible asset, net | 2,690 | |
TOTAL ASSETS | 3,083 | 24,989 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 354,596 | 399,710 |
Due to related party | 100 | |
Convertible notes payable, net of debt discount of $0 and $53,012, respectively | 123,200 | 897,828 |
Derivative liabilities | 44,274,727 | 3,029,748 |
Note payable | 3,694 | |
Total Current Liabilities | 44,752,523 | 4,331,080 |
Total Liabilities | 44,752,523 | 4,331,080 |
Stockholders' Deficit | ||
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 750,000 shares issued and outstanding as of December 31, 2020 | 7,500 | 7,500 |
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,401,396,041 and 201,037,304 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 2,401,396 | 201,038 |
Additional paid in capital | 14,014,324 | 10,377,256 |
Accumulated deficit | (61,172,660) | (14,891,885) |
Total Stockholders' Deficit | (44,749,440) | (4,306,091) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,083 | $ 24,989 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt discount on note payable | $ 0 | $ 53,012 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,401,396,041 | 201,037,304 |
Common stock, shares outstanding | 2,401,396,041 | 201,037,304 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 750,000 | 750,000 |
Preferred stock, shares outstanding | 750,000 | 750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Professional fees | 223,788 | 310,588 |
General and administrative | 24,327 | 322,132 |
Total Operating Expenses | 248,115 | 632,720 |
Loss from operations | (248,115) | (632,720) |
Other Income (Expense) | ||
Interest expense | (523,283) | (293,475) |
Change in fair value of derivative liability | (45,509,377) | (2,170,626) |
Total other loss | (46,032,660) | (2,464,101) |
Loss before income taxes | (46,280,775) | (3,096,821) |
Provision for income taxes | ||
Net loss | $ (46,280,775) | $ (3,096,821) |
Basic and diluted loss per common share | $ (0.17) | $ (0.05) |
Weighted average number of common shares outstanding | 267,167,835 | 64,323,610 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 7,500 | $ 34,888 | $ 9,299,988 | $ (11,795,064) | $ (2,452,688) |
Beginning balance, shares at Dec. 31, 2018 | 750,000 | 34,888,415 | |||
Common stock issued for services - third party | $ 6,246 | 94,220 | 100,466 | ||
Common stock issued for services - third party, shares | 6,245,318 | ||||
Common stock issued for services - related party | $ 319 | 10,768 | 11,087 | ||
Common stock issued for services - related party, shares | 319,012 | ||||
Convertible debt converted into common stock | $ 159,585 | 214,646 | 374,231 | ||
Convertible debt converted into common stock, shares | 159,584,559 | ||||
Derivative liability | 757,634 | 757,634 | |||
Net income (loss) | (3,096,821) | (3,096,821) | |||
Ending balance at Dec. 31, 2019 | $ 7,500 | $ 201,038 | 10,377,256 | (14,891,885) | (4,306,091) |
Ending balance, shares at Dec. 31, 2019 | 750,000 | 201,037,304 | |||
Common stock issued for services - third party | $ 2,021 | 70,899 | 72,920 | ||
Common stock issued for services - third party, shares | 2,021,006 | ||||
Common stock issued for services - related party | |||||
Convertible debt converted into common stock | $ 2,198,337 | (786,231) | 1,412,106 | ||
Convertible debt converted into common stock, shares | 2,198,337,731 | ||||
Derivative liability | 4,352,300 | 4,352,300 | |||
Write off due to related party | 100 | 100 | |||
Net income (loss) | (46,280,775) | (46,280,775) | |||
Ending balance at Dec. 31, 2020 | $ 7,500 | $ 2,401,396 | $ 14,014,324 | $ (61,172,660) | $ (44,749,440) |
Ending balance, shares at Dec. 31, 2020 | 750,000 | 2,401,396,041 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (46,280,775) | $ (3,096,821) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 7,305 | 11,147 |
Amortization of debt discount | 140,913 | 157,631 |
Change in fair value of embedded derivative liability | 45,509,377 | 2,170,626 |
Stock issued for services - third party | 72,920 | 100,466 |
Stock issued for services - related party | 11,087 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivable | 3,455 | 13,039 |
Security deposit | 12,600 | |
Accounts payable and accrued expenses | 529,353 | 184,171 |
Deferred rent | (1,826) | |
Accrued compensation - officers | (3,722) | |
Net Cash used in Operating Activities | (17,452) | (441,602) |
Cash Flows from Financing Activities: | ||
Repayments of note payable | (3,694) | (9,131) |
Proceeds from convertible notes, less OID costs paid | 10,000 | 307,304 |
Proceeds from related party | 100 | |
Net Cash provided by Financing Activities | 6,306 | 298,273 |
Net change in cash | (11,146) | (143,329) |
Cash, beginning of period | 12,353 | 155,682 |
Cash, end of period | 1,207 | 12,353 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 779 | |
Cash paid for taxes | ||
Non-Cash Investing and Financing Activities: | ||
Derivative liability recognized as debt discount | 87,901 | 162,000 |
Conversion of convertible note into common shares | 1,412,106 | 374,231 |
Derivative liability reclassified to paid-in capital | 4,352,300 | 757,634 |
Write off due to related party | $ 100 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Organization Indoor Harvest Corp (the “Company,”) is a Texas corporation formed on November 23, 2011. Our principal executive office was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. Pursuant to ASC 805 “Business Combinations,” From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production. On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2019. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Principles of Consolidation The consolidated financial statements include the accounts of Indoor Harvest Corp. and its wholly-owned subsidiaries, Alamo CBD and IHC. All significant inter-company accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents. Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). Loss per Share Basic earnings (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation. For the years ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Years ended December 31, 2020 2019 (shares) (shares) Series A Preferred Stock 12,500,000,000 1,214,574,899 Convertible notes 149,922,109 1,197,242,200 12,649,922,109 2,411,817,099 Fair Value of Financial Instruments As defined in ASC 820” Fair Value Measurements,” The following table summarizes fair value measurements by level at December 31, 2020 and 2019, measured at fair value on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 December 31,2019 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 3,029,748 $ 3,029,748 Income Taxes The Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open to examination by U.S. federal and state tax jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table: Estimated Useful Asset Description Life (Years) Furniture and equipment 3-5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income. Intangible Assets In accordance with ASC 350 Goodwill and Other Intangible Assets, indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5-year period. The Company recognized $0 for impairment charges taken during the years ended December 31, 2020 and 2019, respectively. Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2020 and 2019, the Company did not have any derivative instruments that were designated as hedges. 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. The discount is amortized to interest expense over the life of the debt. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. Adoption of New Accounting Standards Effective January 1, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“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, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The adoption of this standard did not have a significant impact on the financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN As reflected in the accompanying financial statements, the Company had a net loss of $46,280,775, net cash used in operations of $17,452 and has an accumulated deficit of $61,172,660, for the year ended December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business. The business plan of the Company is to engage in the design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”). During the next twelve months, the Company’s strategy is to: complete ongoing product development; commence product marketing, product assembly and sales; construct a demonstration CEA and BIA farm; and offer design-build services. The Company’s long-term strategy is to direct sale, license and franchise their patented technologies and methods. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31, 2020 and 2019: December 31, December 31, Classification 2020 2019 Furniture and equipment $ 11,666 $ 11,666 Leasehold improvements 38,717 38,717 Computer equipment 3,019 3,019 Total 53,402 53,402 Less: Accumulated depreciation (53,402 ) (48,787 ) Property and equipment, net $ - $ 4,615 Depreciation expense for the years ended December 31, 2020 and 2019, totaled $0 and $4,615 and $9,635, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 - INTANGIBLE ASSETS There were no impairment charges taken for intangible assets during the years ended December 31, 2020 and 2019. Intangible assets consist of the following at December 31, 2020 and 2019: December 31, December 31, Classification 2020 2019 Domain name $ 2,000 $ 2,000 Facilities Manager’s Package Online 1,022 1,022 MLC CD Systems (software) 7,560 7,560 Total 10,582 10,582 Less: Accumulated amortization (10,582 ) (7,892 ) Intangible assets, net $ - $ 2,690 Amortization expense for the years ended December 31, 2020 and 2019, totaled $0 and $2,690 and $1,512, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2020 and 2019 are as follows: December 31, December 31, 2020 2019 Accounts payable $ 283,357 $ 130,584 Credit card 16,570 16,595 Accrued expenses 15,714 15,714 Accrued management fee 3,605 9,000 Accrued interest 35,350 227,817 $ 354,596 $ 399,710 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 6 - CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2020 and December 31, 2019 are as follows: December 31, December 31, 2020 2019 Note 2 $ 50,000 $ 50,000 Note 3 - 226,956 Note 4 - 522,884 Note 5 - 65,000 Note 6 25,200 48,000 Note 7 38,000 38,000 Noe 8 - related party 10,000 - Total convertible notes payable 123,200 950,840 Less: Unamortized debt discount - (53,012 ) Total convertible notes 123,200 897,828 Less: current portion of convertible notes 123,200 897,828 Long-term convertible notes $ - $ - During the years ended December 31, 2020 and 2019, the Company recorded total interest expense of $523,283 and $293,475, of which included amortization of discount of $140,913 and $157,631. As of December 31, 2020 and 2019, the Company had accrued interest of $35,350 and $374,231, respectively. Conversion During the year ended December 31, 2020, the Company converted notes with principal amounts and accrued interest of $1,412,106 into 2,198,337,731 shares of common stock. The corresponding derivative liability at the date of conversion of $4,352,300 was settled through additional paid in capital. During the year ended December 31, 2019, the Company converted notes with principal amounts and accrued interest of $374,231 into 159,584,559 shares of common stock. The corresponding derivative liability at the date of conversion of $757,634 was settled through additional paid in capital. Note 2 On October 12, 2017, the Company issued a fixed convertible promissory note to Tangiers for the principal sum of $50,000 as a commitment fee for the Investment Agreement. The promissory note (“Note 2”) maturity date is May 12, 2018. The principal amount due under Note 2 can be converted by Tangiers any time, into shares of the Company’s common stock at a conversion price of $0.1666 per share. The promissory note is in a “Maturity Default,” which is defined in Note 2 as the event in which Note 2 is not retired prior to its maturity date, Tangiers’ conversion rights under Note 2 would be adjusted such that the conversion price would be the lower of (i) $0.1666 or (ii) b) 65% of the average of the two lowest trading prices of the Company’s common stock during the 10 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. The default interest rate is 20%. Note 3 On January 16, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 3”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 3 is convertible into shares of the Company’s common stock at a conversion price of $0.30 per share. However, if Note 3 is not paid back on or before the maturity date, defined in Note 3 as a “Maturity Default”, the conversion price of Note 3 shall then be adjusted to be equal to the lower of: (i) $0.30 or (ii) 65% multiplied by the lowest trading price of the Company’s common stock in the fifteen (15) consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion of Note 3. On February 13, 2018, April 17, 2018, June 13, 2018, and July 27, 2018, the Company executed Amendments #1, #2, #3, and #4 to the Tangiers Note 3 for draws of $132,000, $132,000, $101,750 and $101,750, respectively. All other terms and conditions of the Tangiers Note 3 remain effective. Note 4 On September 14, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 4”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 4 is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share. However, if Note 4 is not paid back on or before the maturity date, defined in Note 4 as a “Maturity Default”, the conversion price of Note 4 shall then be adjusted to be equal to the lower of: (i) $0.08 or (ii) 65% of the lowest trading price of the Company’s common stock during the 15 consecutive trading days prior to the date on which Buyer elects to convert all or part of the Note 4. On December 14, 2018, April 2, 2019 and June 7, 2019, the Company executed Amendments #1, #2 and #3 to the Tangiers Note 4 for draws of $171,050, $110,000 and $71,834, respectively. All other terms and conditions of the Tangiers Note 4 remain effective. Note 5 On September 23, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 5”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $65,000, which includes a $3,000 original issue discount. Note 5 is convertible into shares of the Company’s common stock one hundred eighty (180) days from September 23, 2019. Note 5 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 5. Note 6 On October 22, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 6”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $48,000, which includes a $3,000 original issue discount. Note 6 is convertible into shares of the Company’s common stock one hundred eighty (180) days from October 22, 2019. Note 6 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 6. Note 7 On December 19, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 7”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $38,000, which includes a $3,000 original issue discount. Note 7 is convertible into shares of the Company’s common stock one hundred eighty (180) days from December 22, 2019. Note 7 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 7. Note 8 – related party On September 28, 2020, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 8”) to a related party, in the principal amount of $10,000. Note 8 is convertible into shares of the Company’s common stock ninety (90) days from September 28, 2020. Note 8 is convertible at a conversion price of 65% of the lowest trading prices of the Company’s common stock during the fifteen (15) consecutive trading days prior to the date of on which a noteholder elects to convert all or part of the Note 8. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 7 - DERIVATIVE LIABILITIES The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company bifurcated a conversion liability related to a down-round protection provided to the Series A Preferred Stock. The Company has determined that the embedded conversion option should be accounted for at fair value. At December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year ended Year ended December 31, 2020 December 31, 2019 Expected term 0.06 - 0.50 0.01 - 1.00 Expected average volatility 146% - 389 % 186% - 287 % Expected dividend yield - - Risk-free interest rate 0.07% - 0.27 % 1.60% - 2.45 % The following schedule shows the change in fair value of the derivative liabilities at December 31, 2020: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ 1,452,469 Addition of new derivatives recognized as debt discounts 164,287 Addition of new derivatives recognized as loss on derivatives 972,264 Settled on issuance of common stock (757,634 ) Gain on change in fair value of the derivative 1,198,362 Balance - December 31, 2019 $ 3,029,748 Addition of new derivatives recognized as debt discounts 87,901 Addition of new derivatives recognized as loss on derivatives 700,508 Settled on issuance of common stock (4,352,299 ) Loss on change in fair value of the derivative 44,808,869 Balance - December 31, 2020 $ 44,274,727 The aggregate loss on derivatives during the years ended December 31, 2020 and 2019 was $45,509,377 and $2,170,626, respectively. If the Company shall at any time after the date of issuance of the Series A Convertible Preferred Stock issue any additional shares of common stock except exempted securities, without cash consideration or for a cash consideration per share less than the Series A Conversion Price in effect immediately prior to such issue, then the Series A Conversion Price shall be adjusted by being reduced, concurrently with such issue, to a price equal to the sale price of the additional shares of common stock. If the Company issues securities convertible into shares of common stock rather than common stock, the adjustment shall be based upon the conversion price of the convertible securities so issued. The conversion price of the Series A Convertible Preferred Stock as of December 31, 2020 is $0.00006. If the Series A Convertible Preferred Stock is fully converted, the common stock shares will be 12,500,000,000. The market price on December 31, 2020, which is $0.0035 was used in lieu of pricing model because the contract did not have an end date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 - RELATED PARTY TRANSACTIONS On January 15, 2018 Ms. Sandra Fowler, was appointed as the Chief Marketing Officer of the Company. Pursuant to the terms of the Fowler Employment Agreement, Ms. Fowler shall serve as Chief Marketing Officer of the Company. The initial term of the agreement will expire on January 15, 2019 and commencing on January 15, 2019 and on each anniversary of such date thereafter, the term of the Fowler Employment Agreement shall automatically renew for a one-year period, unless earlier terminated by either party pursuant to the terms of the Fowler Employment Agreement. In consideration for Ms. Fowler’s services, under the Fowler Employment Agreement, Ms. Fowler shall receive (i) an annual base salary of $48,000 and (ii) 200,000 shares of restricted common stock of the Company. Further, pursuant to the Fowler Employment Agreement, the Company agreed to revise the annual base compensation for Ms. Fowler to $65,000, after 90 days of the execution of the Fowler Employment Agreement, or after the Company raises not less than $1,000,000 from sales of its equity securities subsequent to the execution of the Fowler Employment Agreement, whichever may come first. In addition, Ms. Fowler shall be eligible to participate in any equity-based incentive compensation plan or programs adopted by the Company’s board of directors. On January 15, 2019, this agreement was terminated. Weadock Employment Agreement On February 20, 2018, Mr. Daniel Weadock was appointed Chief Executive Officer and Director of the Company. On February 20, 2018, the Company entered into an executive employment agreement with Mr. Weadock (the “Weadock Employment Agreement”), pursuant to which Mr. Weadock agreed to act as the Company’s chief executive officer. Pursuant to the terms of the Weadock Employment Agreement, Mr. Weadock initial will not receive a salary. However, effective on the business day after the date on which the Company achieves Capitalization (as hereinafter defined) of $2,000,000 or more, Mr. Weadock’s annual base salary will be $100,000. For purposes of the Weadock Employment Agreement, “Capitalization” means aggregate net cash proceeds received by the Company from (a) the Company’s sale of common stock pursuant to Puts (as such term is defined in the Investment Agreement dated as of October 12, 2017 by and between the Company and Tangiers Global, LLC (the “Investment Agreement”)) under the Investment Agreement, and/or (b) any other sale by the Company of common stock or preferred stock, whether in a public offering or a private placement. In addition, pursuant to the terms of the Weadock Employment Agreement, the Company agreed to grant Mr. Weadock (i) 300,000 shares of restricted stock as soon as administratively practicable following execution of the Weadock Employment Agreement, and (ii) 1,584,202 shares of restricted common stock, consistent with the grant and vesting schedule set forth in the agreement; provided, however, that no grant will be made and no shares will be issued with respect to any grant if Mr. Weadock is not employed by the Company as an executive on the respective Date of Grant as set forth in the agreement. The Weadock Employment Agreement has a term of one year, unless Mr. Weadock’s employment is terminated sooner by the board of directors, and the term will be extended for additional one-year periods unless the Company or Mr. Weadock gives the other party at least 30 days’ prior written notice of its intent not to renew. On February 20, 2018, the Company also entered into a compensation agreement with Mr. Weadock (the “Director Compensation Agreement”).Pursuant to the terms of the Director Compensation Agreement, the Company agreed to grant Mr. Weadock an aggregate of 240,000 shares of restricted common stock, consistent with the grant and vesting schedule set forth in the agreement; provided, however, that no grant will be made and no shares will be issued with respect to any grant, if Mr. Weadock is not a member of the Company’s board of directors on the respective Date of Grant as set forth in the agreement. If the Company is acquired by, or merged into and with, another entity prior to the last Date of Vesting set forth in the agreement (i.e. February 23, 2022), all shares issuable to Mr. Weadock under the Director Compensation Agreement will become fully vested and non-forfeitable. The Company also agreed to reimburse Mr. Weadock for all reasonable travel and incidental expenses incurred by Mr. Weadock in performing his services and attending meetings as approved in advance by the Company. Also, on February 20, 2018, the Company also entered into an indemnity agreement with Mr. Weadock (the “Weadock Indemnity Agreement”). Pursuant to the terms of the Indemnity Agreement, the Company agreed to use reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers; provided, however, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or Mr. Weadock is covered by similar insurance maintained by a subsidiary of the Company. In addition the foregoing, the Company will indemnify Mr. Weadock from certain third party actions, derivative actions and actions where Mr. Weadock is decreased; provided, however, the Company shall not be obligated to indemnify Mr. Weadock for actions including, but not limited to, actions initiated by Mr. Weadock, for any action in which it is determined that the material assertions made by Mr. Weadock in such proceeding were not made in good faith or were frivolous, for any settlements not authorized by the Company, for any actions on the account of Mr. Weadock’s willful misconduct, and for any expenses and the payment of profits arising from the purchase and sale Mr. Weadock of securities in violation of Section 16(b) of the Securities Exchange Act, or any similar successor statute; provided, further that, that the Company shall not be obligated to indemnify Mr. Weadock for expenses or liabilities of any type whatsoever which have been paid directly to Mr. Weadock pursuant to the Company’s D&O Insurance policy. Effective May 15, 2019, the Registrant mutually and amicably arranged with departing officer and Director Daniel Weadock, for him to transition to becoming an advisor to the Registrant. Thus, Mr. Weadock no longer serves in any officer or Director capacity. As part of a non-material arrangement, subject to the Board monthly requests, Mr. Weadock focuses include consulting on potential acquisitions, among other things. The Board confirmed typical consulting arrangements to apply moving forward, including some shares of common stock, 100,000, potential future stock and other considerations, indemnifications and reimbursement of expenses. Management Effective May 11, 2020, the Company mutually and amicably completed a change of officers, as to the principal accounting officer and principal executive officer, the person serving in the capacity of interim CEO and interim CFO. Mr. Cook, serving as both up to such time, departed, and no longer serves in any officer or Director capacity. The Board of Directors appointed Leslie Bocskor to act as a principal executive officer serving in the capacity of CEO with non-material arrangements to apply moving forward, including compensation of $2,500 monthly, potential stock, and other considerations, indemnifications, and reimbursement of expenses. Debt forgiveness During the year ended December 31, 2020, the Company wrote off $100 due to related party and recognized it as additional paid-in-capital. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 12 - SUBSEQUENT EVENTS About March 2021, a third party advanced $25,000 to assist the Company in operating expenses and the Company is in the process of confirming arrangements for the repayment of said amount; it is anticipated it will be a promissory note due from the Company in cash or stock. The Registrant had a dispute with Power Up Lending Group, Ltd., the holder of certain promissory notes dated October 22, 2019, and December 19, 2019, issued by the Registrant, including allegations or claims of default and suit, and related. As part of the company recovery efforts after COVID-19, with amicable cooperation from “Power Up”, in third quarter of 2021 the Registrant reached a full payoff resolution for $80,000 to successfully settle all issues. On August 26, 2021, Indoor Harvest Corp (the “Company”) entered into subscription agreements, (the “Agreement”), with certain accredited investors for the sale of Eighty-Two Million (82,000,000) Common Shares (the “Shares”) of the Company’s common stock, par value of $0.001 per share, for a total consideration to the Company of Four Hundred and Ten Thousand ($410,000) Dollars. The Shares will be restricted and subject to compliant required holding periods under Rule 144. The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes, such as payments for certain vendor services, filing requirements, settlement of certain payables, working capital, etc. On August 27, 2021, Indoor Harvest Corp (the “Company”) completed an initiative when it entered into a Modification Agreement (the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into common shares at a conversion price at the lower of $0.40 (per the original agreement), or the subsequent per share pricing of a future equity raise greater than Five Hundred Thousand ($500,000) Dollars. This Modification is forecasted to support anti- dilutive measures potentially to the benefit of our shareholders and may allow the Company to proceed with plans relating to funding needs. The company is subject to risks, statements herein include forecasts, actual events may be different, nothing herein is an offer or solicitation of an offer for the sale or purchase of any security. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 - INCOME TAXES Indoor Harvest operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the US. Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The components of deferred income tax assets and liabilities as of December 31, 2020 and 2019 are as follows: Description 2020 2019 Deferred tax assets Net operating losses $ 1,681,907 $ 1,549,505 Deferred tax liabilities Accelerated tax depreciation - 19,183 Net deferred tax assets 1,681,907 1,568,688 Less: Valuation allowance (1,681,907 ) (1,568,688 ) Net $ - $ - At December 31, 2020 and 2019, the Company has provided a full valuation allowance for the deferred tax assets. The Company’s accumulated net operating loss as of December 31, 2020 of $5,856,768, if not used, will begin to expire in 2033. The Company experienced a change in control for tax purposes in 2017 as a result of the merger with Alamo CBD. Accordingly, the future utilization of net operating losses will be severely restricted by Section 382 of the Internal Revenue Code. Management is in the process of assessing this impact. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 11 - COMMITMENTS & CONTINGENCIES As of December 31, 2020, the Company did not have any outstanding rental commitments; the Company incurred rent expense for the years ended December 31, 2020 and 2019, totaling $0 and $17,050, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS About March 2021, a third party advanced $25,000 to assist the Company in operating expenses and the Company is in the process of confirming arrangements for the repayment of said amount; it is anticipated it will be a promissory note due from the Company in cash or stock. The Registrant had a dispute with Power Up Lending Group, Ltd., the holder of certain promissory notes dated October 22, 2019, and December 19, 2019, issued by the Registrant, including allegations or claims of default and suit, and related. As part of the company recovery efforts after COVID-19, with amicable cooperation from “Power Up”, in third quarter of 2021 the Registrant reached a full payoff resolution for $80,000 to successfully settle all issues. On August 26, 2021, Indoor Harvest Corp (the “Company”) entered into subscription agreements, (the “Agreement”), with certain accredited investors for the sale of Eighty-Two Million (82,000,000) Common Shares (the “Shares”) of the Company’s common stock, par value of $0.001 per share, for a total consideration to the Company of Four Hundred and Ten Thousand ($410,000) Dollars. The Shares will be restricted and subject to compliant required holding periods under Rule 144. The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes, such as payments for certain vendor services, filing requirements, settlement of certain payables, working capital, etc. On August 28, 2021, Indoor Harvest Corp (the “Company”) completed an initiative when it entered into a Modification Agreement (the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into common shares at a conversion price at the lower of $0.40 (per the original agreement), or the subsequent per share pricing of a future equity raise greater than Five Hundred Thousand ($500,000) Dollars. This Modification is forecasted to support anti- dilutive measures potentially to the benefit of our shareholders and may allow the Company to proceed with plans relating to funding needs. The company is subject to risks, statements herein include forecasts, actual events may be different, nothing herein is an offer or solicitation of an offer for the sale or purchase of any security. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations and Organization | Nature of Operations and Organization Indoor Harvest Corp (the “Company,”) is a Texas corporation formed on November 23, 2011. Our principal executive office was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. Pursuant to ASC 805 “Business Combinations,” From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production. On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis. |
Covid-19 | COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2019. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Indoor Harvest Corp. and its wholly-owned subsidiaries, Alamo CBD and IHC. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents. |
Stock Based Compensation | Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). |
Loss Per Share | Loss per Share Basic earnings (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation. For the years ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Years ended December 31, 2020 2019 (shares) (shares) Series A Preferred Stock 12,500,000,000 1,214,574,899 Convertible notes 149,922,109 1,197,242,200 12,649,922,109 2,411,817,099 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As defined in ASC 820” Fair Value Measurements,” The following table summarizes fair value measurements by level at December 31, 2020 and 2019, measured at fair value on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 December 31,2019 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 3,029,748 $ 3,029,748 |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open to examination by U.S. federal and state tax jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table: Estimated Useful Asset Description Life (Years) Furniture and equipment 3-5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income. |
Intangible Assets | Intangible Assets In accordance with ASC 350 Goodwill and Other Intangible Assets, indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5-year period. The Company recognized $0 for impairment charges taken during the years ended December 31, 2020 and 2019, respectively. |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2020 and 2019, the Company did not have any derivative instruments that were designated as hedges. |
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. The discount is amortized to interest expense over the life of the debt. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards Effective January 1, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“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, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The adoption of this standard did not have a significant impact on the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the years ended December 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Years ended December 31, 2020 2019 (shares) (shares) Series A Preferred Stock 12,500,000,000 1,214,574,899 Convertible notes 149,922,109 1,197,242,200 12,649,922,109 2,411,817,099 |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2020 and 2019, measured at fair value on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 December 31,2019 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 3,029,748 $ 3,029,748 |
Schedule of Property and Equipment Estimated Useful Life | The estimated useful life by asset description is noted in the following table: Estimated Useful Asset Description Life (Years) Furniture and equipment 3-5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at December 31, 2020 and 2019: December 31, December 31, Classification 2020 2019 Furniture and equipment $ 11,666 $ 11,666 Leasehold improvements 38,717 38,717 Computer equipment 3,019 3,019 Total 53,402 53,402 Less: Accumulated depreciation (53,402 ) (48,787 ) Property and equipment, net $ - $ 4,615 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31, 2020 and 2019: December 31, December 31, Classification 2020 2019 Domain name $ 2,000 $ 2,000 Facilities Manager’s Package Online 1,022 1,022 MLC CD Systems (software) 7,560 7,560 Total 10,582 10,582 Less: Accumulated amortization (10,582 ) (7,892 ) Intangible assets, net $ - $ 2,690 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities at December 31, 2020 and 2019 are as follows: December 31, December 31, 2020 2019 Accounts payable $ 283,357 $ 130,584 Credit card 16,570 16,595 Accrued expenses 15,714 15,714 Accrued management fee 3,605 9,000 Accrued interest 35,350 227,817 $ 354,596 $ 399,710 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at December 31, 2020 and December 31, 2019 are as follows: December 31, December 31, 2020 2019 Note 2 $ 50,000 $ 50,000 Note 3 - 226,956 Note 4 - 522,884 Note 5 - 65,000 Note 6 25,200 48,000 Note 7 38,000 38,000 Noe 8 - related party 10,000 - Total convertible notes payable 123,200 950,840 Less: Unamortized debt discount - (53,012 ) Total convertible notes 123,200 897,828 Less: current portion of convertible notes 123,200 897,828 Long-term convertible notes $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Estimated Fair Value of Liabilities Measured on Recurring Basis | At December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year ended Year ended December 31, 2020 December 31, 2019 Expected term 0.06 - 0.50 0.01 - 1.00 Expected average volatility 146% - 389 % 186% - 287 % Expected dividend yield - - Risk-free interest rate 0.07% - 0.27 % 1.60% - 2.45 % |
Schedule of Change in Fair Value of Derivative Liabilities | The following schedule shows the change in fair value of the derivative liabilities at December 31, 2020: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ 1,452,469 Addition of new derivatives recognized as debt discounts 164,287 Addition of new derivatives recognized as loss on derivatives 972,264 Settled on issuance of common stock (757,634 ) Gain on change in fair value of the derivative 1,198,362 Balance - December 31, 2019 $ 3,029,748 Addition of new derivatives recognized as debt discounts 87,901 Addition of new derivatives recognized as loss on derivatives 700,508 Settled on issuance of common stock (4,352,299 ) Loss on change in fair value of the derivative 44,808,869 Balance - December 31, 2020 $ 44,274,727 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Income Tax Assets and Liabilities | The components of deferred income tax assets and liabilities as of December 31, 2020 and 2019 are as follows: Description 2020 2019 Deferred tax assets Net operating losses $ 1,681,907 $ 1,549,505 Deferred tax liabilities Accelerated tax depreciation - 19,183 Net deferred tax assets 1,681,907 1,568,688 Less: Valuation allowance (1,681,907 ) (1,568,688 ) Net $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 04, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Impairment charges on intangible assets | $ 0 | $ 0 | |
Minimum [Member] | |||
Finite-lived intangible assets | 3 years | ||
Maximum [Member] | |||
Finite-lived intangible assets | 5 years | ||
Alamo CBD, LLC. [Member] | |||
Number of shares exchanged | 7,584,008 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities | 12,649,922,109 | 2,411,817,099 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities | 12,500,000,000 | 1,214,574,899 |
Convertible Notes [Member] | ||
Antidilutive Securities | 149,922,109 | 1,197,242,200 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Derivative liabilities | 44,274,727 | 3,029,748 | $ 1,452,469 |
Level 1 [Member] | |||
Assets | |||
Derivative liabilities | |||
Level 2 [Member] | |||
Assets | |||
Derivative liabilities | |||
Level 3 [Member] | |||
Assets | |||
Derivative liabilities | $ 44,274,727 | $ 3,029,748 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Life (Details) | 12 Months Ended | |
Dec. 31, 2020 | ||
Furniture And Equipment [Member] | Minimum [Member] | ||
Estimate Useful Life (Years) | 3 years | |
Furniture And Equipment [Member] | Maximum [Member] | ||
Estimate Useful Life (Years) | 5 years | |
Tooling Equipment [Member] | ||
Estimate Useful Life (Years) | 10 years | |
Leasehold Improvements [Member] | ||
Estimate Useful Life (Years) | 0 years | [1] |
[1] | The shorter of 5 years or the life of the lease. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (46,280,775) | $ (3,096,821) |
Net cash used in operations | (17,452) | (441,602) |
Accumulated deficit | $ (61,172,660) | $ (14,891,885) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 9,635 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 53,402 | $ 53,402 |
Less: Accumulated depreciation | (53,402) | (48,787) |
Property and equipment, net | 4,615 | |
Furniture And Equipment [Member] | ||
Total | 11,666 | 11,666 |
Leasehold Improvements [Member] | ||
Total | 38,717 | 38,717 |
Computer Equipment [Member] | ||
Total | $ 3,019 | $ 3,019 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment charges on intangible assets | $ 0 | $ 0 |
Amortization expense | $ 0 | $ 1,512 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 10,582 | $ 10,582 |
Less: Accumulated amortization | (10,582) | (7,892) |
Intangible assets, net | 2,690 | |
Domain Name [Member] | ||
Total | 2,000 | 2,000 |
Facilities Manager's Package Online [Member] | ||
Total | 1,022 | 1,022 |
MLC CD Systems (Software) [Member] | ||
Total | $ 7,560 | $ 7,560 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 283,357 | $ 130,584 |
Credit card | 16,570 | 16,595 |
Accrued expenses | 15,714 | 15,714 |
Accrued management fee | 3,605 | 9,000 |
Accrued interest | 35,350 | 227,817 |
Accounts payable and accrued liabilities | $ 354,596 | $ 399,710 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Sep. 28, 2020USD ($)Days | Dec. 19, 2019USD ($)Days | Oct. 22, 2019USD ($)Days | Sep. 23, 2019USD ($)Days | Sep. 14, 2018USD ($)Days$ / shares | Jan. 16, 2018USD ($)Days$ / shares | Oct. 12, 2017USD ($)Days$ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Jun. 07, 2019USD ($) | Apr. 02, 2019USD ($) | Dec. 14, 2018USD ($) | Jul. 27, 2018USD ($) | Jun. 13, 2018USD ($) | Apr. 17, 2018USD ($) | Feb. 13, 2018USD ($) |
Interest expense | $ (523,283) | $ (293,475) | ||||||||||||||
Amortization of debt discount | 140,913 | 157,631 | ||||||||||||||
Accrued interest of outstanding notes | 35,350 | 227,817 | ||||||||||||||
Derivative liability | 4,352,300 | 757,634 | ||||||||||||||
Convertible notes payable | 123,200 | 897,828 | ||||||||||||||
Original issue discount | 53,012 | |||||||||||||||
10% Fixed Convertible Promissory Note [Member] | Related Party [Member] | ||||||||||||||||
Debt face amount | $ 10,000 | |||||||||||||||
Conversion rate, percentage | 65.00% | |||||||||||||||
Number of trading days for conversion | Days | 15 | |||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Debt face amount | $ 550,000 | $ 550,000 | ||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.08 | $ 0.30 | ||||||||||||||
Conversion rate, percentage | 65.00% | 65.00% | ||||||||||||||
Number of trading days for conversion | Days | 15 | 15 | ||||||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||||||||
Original issue discount rate | 10.00% | 10.00% | ||||||||||||||
Power Up Lending Group Ltd. [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Debt face amount | $ 65,000 | |||||||||||||||
Conversion rate, percentage | 61.00% | |||||||||||||||
Number of trading days for conversion | Days | 20 | |||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||
Power Up Lending Group Ltd. [Member] | 10% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Debt face amount | $ 48,000 | |||||||||||||||
Conversion rate, percentage | 61.00% | |||||||||||||||
Number of trading days for conversion | Days | 20 | |||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||
Power Up Lending Group Ltd. [Member] | 10% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Debt face amount | $ 38,000 | |||||||||||||||
Conversion rate, percentage | 61.00% | |||||||||||||||
Number of trading days for conversion | Days | 20 | |||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||
Investment Agreement [Member] | Tangiers Global, LLC [Member] | Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||
Debt maturity date | May 12, 2018 | |||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.1666 | |||||||||||||||
Conversion rate, percentage | 65.00% | |||||||||||||||
Number of trading days for conversion | Days | 10 | |||||||||||||||
Debt interest rate | 20.00% | |||||||||||||||
Amendment 1 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Convertible notes payable | $ 171,050 | |||||||||||||||
Amendment 1 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Convertible notes payable | $ 132,000 | |||||||||||||||
Amendment 2 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Convertible notes payable | $ 110,000 | $ 132,000 | ||||||||||||||
Amendment 3 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Convertible notes payable | $ 71,834 | $ 101,750 | ||||||||||||||
Amendment 4 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||
Convertible notes payable | $ 101,750 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Interest expense | 523,283 | 293,475 | ||||||||||||||
Amortization of debt discount | 140,913 | 157,631 | ||||||||||||||
Conversion of debt, shares issued, value | $ 1,412,106 | $ 374,231 | ||||||||||||||
Conversion of debt, shares issued | shares | 2,198,337,731 | 159,584,559 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 123,200 | $ 950,840 |
Less: Unamortized debt discount | (53,012) | |
Total convertible notes | 123,200 | 897,828 |
Less: current portion of convertible notes | 123,200 | 897,828 |
Long-term convertible notes | ||
Note 2 [Member] | ||
Total convertible notes payable | 50,000 | 50,000 |
Note 3 [Member] | ||
Total convertible notes payable | 226,956 | |
Note 4 [Member] | ||
Total convertible notes payable | 522,884 | |
Note 5 [Member] | ||
Total convertible notes payable | 65,000 | |
Note 6 [Member] | ||
Total convertible notes payable | 25,200 | 48,000 |
Note 7 [Member] | ||
Total convertible notes payable | 38,000 | 38,000 |
Note 8 - Related Party [Member] | ||
Total convertible notes payable | $ 10,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Aggregate loss on derivatives | $ (45,509,377) | $ (2,170,626) |
Series A Convertible Preferred Stock [Member] | ||
Conversion price of stock | $ 0.00006 | |
Converted common stock | 12,500,000,000 | |
Market price of stock | $ 0.0035 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Estimated Fair Value of Liabilities Measured on Recurring Basis (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected Dividend Yield [Member] | ||
Derivative liability, measurement input | ||
Minimum [Member] | ||
Derivative liability, expected term | 22 days | 4 days |
Minimum [Member] | Expected Average Volatility [Member] | ||
Derivative liability, measurement input | 146 | 186 |
Minimum [Member] | Risk-free Interest Rate [Member] | ||
Derivative liability, measurement input | 0.07 | 1.60 |
Maximum [Member] | ||
Derivative liability, expected term | 6 months | 1 year |
Maximum [Member] | Expected Average Volatility [Member] | ||
Derivative liability, measurement input | 389 | 287 |
Maximum [Member] | Risk-free Interest Rate [Member] | ||
Derivative liability, measurement input | 0.27 | 2.45 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Change in Fair Value of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning | $ 3,029,748 | $ 1,452,469 |
Addition of new derivatives recognized as debt discounts | 87,901 | 164,287 |
Addition of new derivatives recognized as loss on derivatives | 700,508 | 972,264 |
Settled on issuance of common stock | (4,352,299) | (757,634) |
Gain (Loss) on change in fair value of the derivative | 44,808,869 | 1,198,362 |
Derivative liabilities, ending | $ 44,274,727 | $ 3,029,748 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 11, 2020 | May 15, 2019 | Jan. 15, 2019 | Feb. 20, 2018 | Dec. 31, 2020 |
Employee annual compensation | $ 5,000 | ||||
Number of common stock issued for compensation | 100,000 | ||||
Compensation shares issued | 10,000 | ||||
Accrued management fee | $ 9,000 | ||||
Debt forgiveness wrote off | $ 100 | ||||
Leslie Bocskor [Member] | |||||
Employee annual compensation | $ 2,500 | ||||
Weadock Employment Agreement [Member] | |||||
Number of restricted common stock | 300,000 | ||||
Director Compensation Agreement [Member] | |||||
Number of restricted common stock | 240,000 | ||||
Ms. Sandra Fowler [Member] | Fowler Employment Agreement [Member] | |||||
Employment agreement description | The initial term of the agreement will expire on January 15, 2019 and commencing on January 15, 2019 and on each anniversary of such date thereafter, the term of the Fowler Employment Agreement shall automatically renew for a one-year period, unless earlier terminated by either party pursuant to the terms of the Fowler Employment Agreement. | ||||
Agreement expire date | Jan. 15, 2019 | ||||
Employee annual compensation | $ 48,000 | ||||
Number of restricted common stock | 200,000 | ||||
Sale of equity securities | $ 1,000,000 | ||||
Ms. Sandra Fowler [Member] | Fowler Employment Agreement [Member] | After 90 Days [Member] | |||||
Employee annual compensation | $ 65,000 | ||||
Mr. Daniel Weadock [Member] | Weadock Employment Agreement [Member] | |||||
Employee annual compensation | $ 100,000 | ||||
Number of restricted common stock | 1,584,202 | ||||
Capitalization cost | $ 2,000,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Aug. 27, 2021 | Aug. 27, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 11, 2020 |
Increase in shares authorized | 10,015,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | ||
Number of common stock issued | 2,200,358,737 | 166,148,889 | |||
Number of common stock issued for services, value | $ 11,087 | ||||
Number of shares issued for conversion, value | $ 1,412,106 | $ 374,231 | |||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Deemed convertible preferred stock | $ 1 | ||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |||
Preferred stock, description | The Series A Preferred Stock also had a "down-round" protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share. | ||||
Shares issued price per share | $ 1 | ||||
Conversion of debt, price per share | $ 0.00006 | ||||
Preferred stock, shares issued | 750,000 | 750,000 | |||
Preferred stock, shares outstanding | 750,000 | 750,000 | |||
Series A Preferred Stock [Member] | Subsequent Event [Member] | Modification Agreement [Member] | |||||
Number of shares issued for conversion, value | $ 500,000 | $ 500,000 | |||
Common stock conversion price lower | $ 0.40 | $ 0.40 | |||
Common Stock [Member] | Conversion of Debt [Member] | |||||
Number of shares issued for conversion | 2,198,337,731 | 159,584,559 | |||
Common Stock [Member] | Consulting Services [Member[ | |||||
Number of common stock issued for services | 2,021,006 | 6,245,318 | |||
Number of common stock issued for services, value | $ 72,920 | $ 100,466 | |||
Common Stock [Member] | Weadock Employment Agreement [Member] | |||||
Number of common stock issued | 129,012 | ||||
Number of common stock shares issued, value | $ 6,179 | ||||
Common Stock [Member] | Termination of Weadock Employment Agreement [Member] | |||||
Number of common stock issued | 100,000 | ||||
Number of common stock shares issued, value | $ 3,690 | ||||
Common Stock [Member] | Management Compensation [Member] | |||||
Number of shares issued for compensation | 90,000 | ||||
Number of shares issued for compensation, value | $ 1,218 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Accumulated net operating loss | $ 5,856,768 |
Net operating loss expiry date, description | will begin to expire in 2033 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 1,681,907 | $ 1,549,505 |
Accelerated tax depreciation | 19,183 | |
Net deferred tax assets | 1,681,907 | 1,568,688 |
Less: Valuation allowance | (1,681,907) | (1,568,688) |
Net |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 0 | $ 17,050 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 27, 2021 | Aug. 27, 2021 | Aug. 26, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 11, 2020 |
Advance due from third party | $ 100 | |||||||
Number of common stock issued | 2,200,358,737 | 166,148,889 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of shares issued for conversion, value | $ 1,412,106 | $ 374,231 | ||||||
Common Stock [Member] | ||||||||
Number of shares issued for conversion, value | $ 2,198,337 | $ 159,585 | ||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Common Stock [Member] | ||||||||
Number of common stock issued | 82,000,000 | |||||||
Common stock, par value | $ 0.001 | |||||||
Number of common stock value | $ 410,000 | |||||||
Subsequent Event [Member] | Modification Agreement [Member] | Series A Preferred Stock [Member] | ||||||||
Common stock conversion price lower | $ 0.40 | $ 0.40 | ||||||
Number of shares issued for conversion, value | $ 500,000 | $ 500,000 | ||||||
Subsequent Event [Member] | Power Up Lending Group Ltd. [Member] | ||||||||
Full payoff | $ 80,000 | |||||||
Third Party [Member] | Subsequent Event [Member] | ||||||||
Advance due from third party | $ 25,000 |