Cover
Cover | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Cover [Abstract] | |
Document Type | 10-K |
Amendment Flag | false |
Document Annual Report | true |
Document Transition Report | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-55594 |
Entity Registrant Name | INDOOR HARVEST CORP |
Entity Central Index Key | 0001572565 |
Entity Tax Identification Number | 45-5577364 |
Entity Incorporation, State or Country Code | TX |
Entity Address, Address Line One | 7401 W. Slaughter Lane #5078 |
Entity Address, City or Town | Austin |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78739 |
City Area Code | 512 |
Local Phone Number | 309-1776 |
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 | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | false |
Entity Public Float | $ | $ 27,047,054 |
Entity Common Stock, Shares Outstanding | shares | 2,575,909,930 |
ICFR Auditor Attestation Flag | false |
Auditor Name | WWC, P.C. |
Auditor Firm ID | 1171 |
Auditor Location | San Mateo, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 232,850 | $ 1,207 |
Prepaid expenses and other receivable | 2,751 | 1,876 |
Total Current Assets | 235,601 | 3,083 |
TOTAL ASSETS | 235,601 | 3,083 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 144,404 | 354,596 |
Convertible notes payable | 123,200 | |
Derivative liabilities | 44,274,727 | |
Total Current Liabilities | 144,404 | 44,752,523 |
Total Liabilities | 144,404 | 44,752,523 |
Commitments and contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 and 750,000 shares issued and outstanding | 7,500 | |
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,575,909,930 and 2,401,396,041 shares issued and outstanding, respectively | 2,575,910 | 2,401,396 |
Additional paid in capital | 21,210,721 | 14,014,324 |
Stock payable | ||
Accumulated deficit | (23,695,434) | (61,172,660) |
Total Stockholders’ Equity (Deficit) | 91,197 | (44,749,440) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 235,601 | $ 3,083 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 2,575,909,930 | 2,401,396,041 |
Common stock, shares outstanding | 2,575,909,930 | 2,401,396,041 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | |
Preferred stock, shares issued | 0 | 750,000 |
Preferred stock, shares outstanding | 0 | 750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Professional fees | 2,397,090 | 223,788 |
General and administrative | 3,479,106 | 24,327 |
Total Operating Expenses | 5,876,196 | 248,115 |
Loss from operations | (5,876,196) | (248,115) |
Other Income (Expense) | ||
Interest expense | (41,986) | (523,283) |
Change in fair value of derivative liability | 43,310,944 | (45,509,377) |
Gain on settlement of debt | 84,464 | |
Total other income (loss) | 43,353,422 | (46,032,660) |
Income (loss) before income taxes | 37,477,226 | (46,280,775) |
Provision for income taxes | ||
Net income (loss) | 37,477,226 | (46,280,775) |
Comprehensive income (Loss) | $ 37,477,226 | $ (46,280,775) |
Basic and diluted income (loss) per common share | ||
Basic | $ 0.02 | $ (0.17) |
Diluted | $ 0 | $ (0.17) |
Weighted average number of common shares outstanding | ||
Basic | 2,445,150,836 | 267,167,835 |
Diluted | 2,541,073,447 | 267,167,835 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member]Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series A Convertible Preferred Stock [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 7,500 | $ 201,038 | $ 10,377,256 | $ (14,891,885) | $ (4,306,091) | |
Beginning 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 loss | (46,280,775) | (46,280,775) | ||||
Stock based compensation | 72,920 | |||||
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 | ||||
Convertible debt converted into common stock | $ 16,514 | 19,361 | 35,875 | |||
Convertible debt converted into common stock, shares | 16,513,889 | 750,000 | ||||
Derivative liability | 988,783 | 988,783 | ||||
Write off due to related party | 52 | 52 | ||||
Net loss | 37,477,226 | 37,477,226 | ||||
Conversion Series A Preferred Stock | $ (7,500) | $ 60,000 | (52,500) | |||
Conversion series A preferred stock, shares | (750,000) | 60,000,000 | ||||
Common stock issued for cash | $ 98,000 | 512,000 | $ 610,000 | |||
Common stock issued for cash, shares | 98,000,000 | 610,000 | ||||
Stock based compensation | 5,728,701 | $ 5,728,701 | ||||
Ending balance at Dec. 31, 2021 | $ 2,575,910 | $ 21,210,721 | $ (23,695,434) | $ 91,197 | ||
Ending balance, shares at Dec. 31, 2021 | 2,575,909,930 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ 37,477,226 | $ (46,280,775) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 7,305 | |
Amortization of debt discount | 25,000 | 140,913 |
Change in fair value of embedded derivative liability | (43,310,944) | 45,509,377 |
Stock based compensation | 5,728,701 | 72,920 |
Gain on settlement of debt | (84,464) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivable | (875) | 3,455 |
Accounts payable and accrued expenses | (174,853) | 529,353 |
Due to related party | 52 | |
Net Cash used in Operating Activities | (340,157) | (17,452) |
Cash Flows from Financing Activities: | ||
Repayments of note payable | (3,694) | |
Proceeds from convertible notes | 25,000 | 10,000 |
Repayments of convertible notes | (63,200) | |
Proceeds from issuance of common stock | 610,000 | |
Net Cash provided by Financing Activities | 571,800 | 6,306 |
Net change in cash | 231,643 | (11,146) |
Cash, beginning of period | 1,207 | 12,353 |
Cash, end of period | 232,850 | 1,207 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 11,813 | |
Cash paid for taxes | ||
Non-Cash Investing and Financing Activities: | ||
Derivative liability recognized as debt discount | 25,000 | 87,901 |
Conversion of series A preferred stock into common shares | 7,500 | |
Conversion of convertible note into common shares | 35,875 | 1,412,106 |
Derivative liability reclassified to paid-in capital | 988,783 | 4,352,300 |
Write off due to related party | $ 52 | $ 100 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
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 “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). Income (Loss) per Share Basic income (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted income (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 For the years ended December 31, 2021 and 2020, 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. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2021 2020 Years ended December 31, 2021 2020 (shares) (shares) Series A Preferred Stock - 12,500,000,000 Convertible notes - 149,922,109 Stock option 820,000,000 - Antidilutive Securities 820,000,000 12,649,922,109 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, 2021 and 2020, measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ $ $ $ Liabilities None $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ $ $ - $ - Assets $ $ $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 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. 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, 2021 and 2020, 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. 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. Recent Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN As reflected in the accompanying financial statements, the Company had net cash used in operations of $ 340,157 23,695,434 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. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2021 and 2020 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, 2021 2020 Accounts payable $ 112,315 $ 283,357 Credit card 13,191 16,570 Accrued expenses 15,715 15,714 Accrued management fee 3,183 3,605 Accrued interest - 35,350 Accounts payable and accrued liabilities $ 144,404 $ 354,596 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 - CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2021 and 2020 are as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, December 31, 2021 2020 Note 1 $ $ 50,000 Note 2 - 25,200 Note 3 - 38,000 Note 4 - related party - 10,000 Note 5 - - Total convertible notes payable - 123,200 Less: Unamortized debt discount - - Total convertible notes - 123,200 Less: current portion of convertible notes - 123,200 Long-term convertible notes $ - $ - During the years ended December 31, 2021 and 2020, the Company recorded total interest expense of $ 16,788 523,283 25,000 140,913 0 35,350 Repayment The Company had a dispute with Power Up, 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 a suit. As part of the Company’s recovery efforts after COVID-19, it reached an amicable resolution with “Power Up”, in third quarter of 2021, whereby the Company and Power Up agreed on an amount of $ 80,000 80,000 4,987 Conversion During the year ended December 31, 2021, the Company converted notes with principal amounts and accrued interest of $ 35,875 16,513,889 250,783 During the year ended December 31, 2020, the Company converted notes with principal amounts and accrued interest of $ 1,412,106 2,198,337,731 4,352,300 Note 1 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 1”) maturity date is May 12, 2018 . The principal amount due under Note 1 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 1 as the event in which Note 1 is not retired prior to its maturity date, Tangiers’ conversion rights under Note 1 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 %. During the year ended December 31, 2021, the note was fully forgiven, and the Company recorded gain on settlement of debt of $ 89,451 . Note 2 On October 22, 2019, the Company issued and sold an 10 48,000 3,000 61 20 Note 3 On December 19, 2019, the Company issued and sold an 10 38,000 3,000 61 20 Note 4 – related party On September 28, 2020, the Company issued and sold an 10 10,000 0.002 65 15 Note 5 In March 2021, a third party advanced $ 25,000 On August 9, 2021, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 5”), in the principal amount of $ 25,000 0.00225 65 15 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 5 - 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, 2021 and 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year ended Year ended December 31, 2021 December 31, 2020 Expected term 0.10 0.25 0.06 0.50 Expected average volatility 165 191 146 389 Expected dividend yield - - Risk-free interest rate 0.06 0.07 0.07 0.27 The following schedule shows the change in fair value of the derivative liabilities as of December 31, 2021: SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 Addition of new derivatives recognized as debt discounts 25,000 Addition of new derivatives recognized as loss on derivatives 96,923 Settled on issuance of common stock (988,783 ) Gain on change in fair value of the derivative (43,407,867 ) Balance - December 31, 2021 $ - The aggregate (gain) loss on derivatives during the years ended December 31, 2021 and 2020 was ($ 43,310,944 45,509,377 The Company values these derivative liabilities using Black-Scholes model or flexible the pricing models that include quantitative input such as the risk-free rate, market volatility, time to maturity, conversion price, and other qualitative factors such as whether the underlying indexed security is in good standing or in default. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS 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 On September 28, 2020, The Company entered into a Convertible Promissory Note with Electrum Partners, LLC, (the “Electrum Partners”) for $ 10,000 On October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $ 10,000 5,125,000 Debt forgiveness During the year ended December 31, 2021 and 2020, the Company wrote off $ 52 100 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 - SHAREHOLDERS’ EQUITY On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000 ● Common Stock Class, par value $ 0.001 10,000,000,000 ● Preferred Stock Class, Series A, par value $ 0.01 15,000,000 The Company financials have been presented assuming that the increase in authorized was in effect from the first period presented. On October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $ 10,000 5,125,000 On November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into common shares of the Company at $ 0.0125 Pursuant to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate of sixty ( 60 On November 8, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of Sixteen Million ( 16,000,000 0.001 200,000 On November 9, the Company converted the $ 25,000 11,388,889 Preferred Stock Series A Convertible Preferred Stock The Company has designated 15,000,000 0.01 The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $ 1.00 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 Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof. On August 27, 2021, 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 $ 0.40 500,000 0.0125 During the year ended December 31, 2021, 750,000 60,000,000 As of December 31, 2021 and 2020, there were 0 and 750,000 shares of Series A Convertible Preferred Stock issued and outstanding. Common Stock Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the year ended December 31, 2021, the Company issued 174,513,889 shares of common stock as follows: ● 60,000,000 750,000 ● 98,000,000 610,000 ● 16,513,889 35,875 On August 26, 2021, the Company entered into subscription agreements, with certain accredited investors for the sale of 82,000,000 0.001 410,000 Stock Options On August 4, 2021, the Board has recognized the substantive efforts of Messrs. Leslie Bocskor, Benjamin Rote, and Dennis Forchic to sustain and support the Company over the past year without compensation while laying the foundation for the future. The Board has voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Stock option agreements reflecting past contributions and incentives for the future have been issued to all three parties. Stock options plans were offered with an exercise price of $ 0.01 150 100 150 0.015 150 100 150 In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past 2 years, will receive stock options of 5 0.01 10 0.01 Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF UTILIZES THE BLACK-SCHOLES MODEL TO VALUES TO STOCK OPTIONS ASSUMPTIONS Year ended December 31, 2021 Expected term 5.00 5.50 Expected average volatility 198 203 % Expected dividend yield - Risk-free interest rate 0.67 % During the year ended December 31, 2021, the Company granted 820,000,000 8,004,855 5,728,701 5,631,014 2,276,154 2,276,154 820,000,000 210,000 The following is a summary of stock option activity during the year ended December 31, 2021: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Number of Weighted Average Options Exercise Price (years) Outstanding, December 31, 2020 - $ - - Granted 820,000,000 0.01 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 820,000,000 $ 0.01 9.60 Exercisable options, December 31, 2021 420,000,000 $ 0.01 9.60 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 - 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, 2021 and 2020 are as follows: SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES Description 2021 2020 Deferred tax assets Net operating losses $ 2,901,738 $ 1,681,907 Deferred tax liabilities Accelerated tax depreciation - - Net deferred tax assets 2,901,738 1,681,907 Less: Valuation allowance (2,901,738 ) (1,681,907 ) Net $ - $ - At December 31, 2021 and 2020, the Company has provided a full valuation allowance for the deferred tax assets. The Company’s accumulated net operating loss as of December 31, 2021 of approximately $ 13,818,000 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. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | NOTE 9 - NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method. SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED 2021 2020 Years Ended December 31, 2021 2020 Numerator: Net income (loss) $ 37,477,226 $ (46,280,775 ) (Gain) loss on change in fair value of derivatives (43,310,944 ) - Interest on convertible debt - - Net loss - diluted $ (5,833,718 ) $ (46,280,775 ) Denominator: Weighted average common shares outstanding 2,445,150,836 267,167,835 Effect of dilutive shares 95,922,612 - Diluted 2,541,073,447 267,167,835 Net income (loss) per common share: Basic $ 0.02 $ (0.17 ) Diluted $ (0.00 ) $ (0.17 ) For the year ended December 31, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS The Company has assessed all events from December 31, 2021, up through March 31, 2022, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements other than events detailed below. Effective February 11, 2022, Benjamin Rote was appointed to the role of Chief Operating Officer of the Company. Mr. Rote previously served as the Company’s Chief Investment Officer and will not be replaced in that role. There will be no change to Mr. Rote’s employment agreement with the Company. On February 14, 2022, the Company announced a non-binding letter of intent with Electrum Partners, LLC (EP) to acquire certain assets of EP for an aggregate payment at closing and of a purchase price that will be mutually agreed by the parties based on an independent valuation of the purchased assets. On March 11 12,500,000 0.001 75,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 “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). |
Income (Loss) per Share | Income (Loss) per Share Basic income (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted income (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 For the years ended December 31, 2021 and 2020, 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. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2021 2020 Years ended December 31, 2021 2020 (shares) (shares) Series A Preferred Stock - 12,500,000,000 Convertible notes - 149,922,109 Stock option 820,000,000 - Antidilutive Securities 820,000,000 12,649,922,109 |
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, 2021 and 2020, measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ $ $ $ Liabilities None $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ $ $ - $ - Assets $ $ $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 |
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. |
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, 2021 and 2020, 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. |
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. |
Recent Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | For the years ended December 31, 2021 and 2020, 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. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2021 2020 Years ended December 31, 2021 2020 (shares) (shares) Series A Preferred Stock - 12,500,000,000 Convertible notes - 149,922,109 Stock option 820,000,000 - Antidilutive Securities 820,000,000 12,649,922,109 |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table summarizes fair value measurements by level at December 31, 2021 and 2020, measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ $ $ $ Liabilities None $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ $ $ - $ - Assets $ $ $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities at December 31, 2021 and 2020 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, 2021 2020 Accounts payable $ 112,315 $ 283,357 Credit card 13,191 16,570 Accrued expenses 15,715 15,714 Accrued management fee 3,183 3,605 Accrued interest - 35,350 Accounts payable and accrued liabilities $ 144,404 $ 354,596 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable at December 31, 2021 and 2020 are as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, December 31, 2021 2020 Note 1 $ $ 50,000 Note 2 - 25,200 Note 3 - 38,000 Note 4 - related party - 10,000 Note 5 - - Total convertible notes payable - 123,200 Less: Unamortized debt discount - - Total convertible notes - 123,200 Less: current portion of convertible notes - 123,200 Long-term convertible notes $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS | At December 31, 2021 and 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year ended Year ended December 31, 2021 December 31, 2020 Expected term 0.10 0.25 0.06 0.50 Expected average volatility 165 191 146 389 Expected dividend yield - - Risk-free interest rate 0.06 0.07 0.07 0.27 |
SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES | The following schedule shows the change in fair value of the derivative liabilities as of December 31, 2021: SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 Addition of new derivatives recognized as debt discounts 25,000 Addition of new derivatives recognized as loss on derivatives 96,923 Settled on issuance of common stock (988,783 ) Gain on change in fair value of the derivative (43,407,867 ) Balance - December 31, 2021 $ - |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF UTILIZES THE BLACK-SCHOLES MODEL TO VALUES TO STOCK OPTIONS ASSUMPTIONS | The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF UTILIZES THE BLACK-SCHOLES MODEL TO VALUES TO STOCK OPTIONS ASSUMPTIONS Year ended December 31, 2021 Expected term 5.00 5.50 Expected average volatility 198 203 % Expected dividend yield - Risk-free interest rate 0.67 % |
SCHEDULE OF STOCK OPTION | The following is a summary of stock option activity during the year ended December 31, 2021: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Number of Weighted Average Options Exercise Price (years) Outstanding, December 31, 2020 - $ - - Granted 820,000,000 0.01 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 820,000,000 $ 0.01 9.60 Exercisable options, December 31, 2021 420,000,000 $ 0.01 9.60 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES | The components of deferred income tax assets and liabilities as of December 31, 2021 and 2020 are as follows: SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES Description 2021 2020 Deferred tax assets Net operating losses $ 2,901,738 $ 1,681,907 Deferred tax liabilities Accelerated tax depreciation - - Net deferred tax assets 2,901,738 1,681,907 Less: Valuation allowance (2,901,738 ) (1,681,907 ) Net $ - $ - |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED | SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED 2021 2020 Years Ended December 31, 2021 2020 Numerator: Net income (loss) $ 37,477,226 $ (46,280,775 ) (Gain) loss on change in fair value of derivatives (43,310,944 ) - Interest on convertible debt - - Net loss - diluted $ (5,833,718 ) $ (46,280,775 ) Denominator: Weighted average common shares outstanding 2,445,150,836 267,167,835 Effect of dilutive shares 95,922,612 - Diluted 2,541,073,447 267,167,835 Net income (loss) per common share: Basic $ 0.02 $ (0.17 ) Diluted $ (0.00 ) $ (0.17 ) |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 820,000,000 | 12,649,922,109 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 12,500,000,000 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 149,922,109 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 820,000,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Assets | |||
Derivative liabilities | 44,274,727 | $ 3,029,748 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Assets | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Assets | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Assets | |||
Derivative liabilities | $ 44,274,727 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Aug. 04, 2018shares |
Alamo CBD, LLC [Member] | |
Number of shares exchanged | 7,584,008 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net cash used in operations | $ 340,157 | $ 17,452 |
Accumulated deficit | $ 23,695,434 | $ 61,172,660 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 112,315 | $ 283,357 |
Credit card | 13,191 | 16,570 |
Accrued expenses | 15,715 | 15,714 |
Accrued management fee | 3,183 | 3,605 |
Accrued interest | 35,350 | |
Accounts payable and accrued liabilities | $ 144,404 | $ 354,596 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total convertible notes payable | $ 123,200 | |
Less: Unamortized debt discount | ||
Total convertible notes | 123,200 | |
Less: current portion of convertible notes | 123,200 | |
Long-term convertible notes | ||
Note 1 [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 50,000 | |
Note 2 [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 25,200 | |
Note 3 [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 38,000 | |
Note 4 [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 10,000 | |
Note 5 [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Aug. 09, 2021USD ($)Days$ / shares | Sep. 28, 2020USD ($)Days$ / shares | Dec. 19, 2019USD ($)Days | Oct. 22, 2019USD ($)Days | Oct. 12, 2017USD ($)Days$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Short-term Debt [Line Items] | ||||||||
Interest expense | $ (41,986) | $ (523,283) | ||||||
Amortization of debt discount | 25,000 | 140,913 | ||||||
Accrued interest of outstanding notes | 0 | 35,350 | ||||||
Repayment of debt | 80,000 | |||||||
Repayment amount | 80,000 | |||||||
Loss on settlement of debt | 4,987 | |||||||
Derivative liability | 250,783 | 4,352,300 | ||||||
Original issue discount | ||||||||
Third Party [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Advance due from third party | $ 25,000 | |||||||
10% Fixed Convertible Promissory Note Four [Member] | Related Party [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt face amount | $ 10,000 | |||||||
Conversion of debt, price per share | $ / shares | $ 0.002 | |||||||
Conversion rate, percentage | 65.00% | |||||||
Number of trading days for conversion | Days | 15 | |||||||
Debt interest rate | 10.00% | |||||||
10% Fixed Convertible Promissory Note Five [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt face amount | $ 25,000 | |||||||
Conversion of debt, price per share | $ / shares | $ 0.00225 | |||||||
Conversion rate, percentage | 65.00% | |||||||
Number of trading days for conversion | Days | 15 | |||||||
Power Up Lending Group Ltd [Member] | 10% Fixed Convertible Promissory Note Two [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
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 Three [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
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] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt face amount | $ 50,000 | |||||||
Debt Instrument, 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% | |||||||
Gains on extinguishment of debt | 89,451 | |||||||
Convertible Notes Payable [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest expense | 16,788 | 523,283 | ||||||
Amortization of debt discount | 25,000 | 140,913 | ||||||
Conversion of debt, shares issued, value | $ 35,875 | $ 1,412,106 | ||||||
Conversion of debt, shares issued | shares | 16,513,889 | 2,198,337,731 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.10 | 0.06 |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.25 | 0.50 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 1.65 | 1.46 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 1.91 | 3.89 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.0006 | 0.0007 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.0007 | 0.0027 |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning | $ 44,274,727 | $ 3,029,748 |
Addition of new derivatives recognized as debt discounts | 25,000 | 87,901 |
Addition of new derivatives recognized as loss on derivatives | 96,923 | 700,508 |
Settled on issuance of common stock | (988,783) | (4,352,299) |
Gain on change in fair value of the derivative | (43,407,867) | 44,808,869 |
Derivative liabilities, ending | $ 44,274,727 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Aggregate gain on derivatives | $ 43,310,944 | |
Aggregate loss on derivatives | $ 45,509,377 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 28, 2020 | May 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 |
Related Party Transaction [Line Items] | |||||
Convertible Debt | $ 123,200 | ||||
Debt forgiveness wrote off | $ 52 | $ 100 | |||
Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of Stock, Shares Converted | 5,125,000 | ||||
Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible Debt | $ 10,000 | ||||
Promissory Note [Member] | Electrum Partners LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible Debt | $ 10,000 | $ 10,000 | |||
Promissory Note [Member] | Electrum Partners LLC [Member] | Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of Stock, Shares Converted | 5,125,000 | ||||
Leslie Bocskor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Employee annual compensation | $ 2,500 |
SCHEDULE OF UTILIZES THE BLACK-
SCHEDULE OF UTILIZES THE BLACK-SCHOLES MODEL TO VALUES TO STOCK OPTIONS ASSUMPTIONS (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Expected dividend yield | |
Risk-free interest rate | 0.67% |
Minimum [Member] | |
Expected term | 5 years |
Expected average volatility | 198.00% |
Maximum [Member] | |
Expected term | 5 years 6 months |
Expected average volatility | 203.00% |
SCHEDULE OF STOCK OPTION (Detai
SCHEDULE OF STOCK OPTION (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning | ||
Weighted average exercise price per share, Outstanding, Beginning | ||
Weighted average remaining term in years, Outstanding, Beginning | 0 years | |
Number of Options, Granted | 820,000,000 | |
Weighted average exercise price per share, Granted | $ 0.01 | |
Weighted average remaining term in years, Granted | $ 10 | |
Number of Options, Exercised | ||
Weighted average exercise price per share, Exercised | ||
Number of Options, Cancelled/Expired | ||
Weighted average exercise price per share, Forfeited/canceled | ||
Number of Options, Outstanding, Ending | 820,000,000 | |
Weighted average exercise price per share, Outstanding, Ending | $ 0.01 | |
Stock Units Issued During Period Value | 9 years 7 months 6 days | |
Number of Options, Exercisable | 420,000,000 | |
Weighted average exercise price per share, Exercisable | $ 0.01 | |
Weighted average remaining term in years, Exercisable | 9 years 7 months 6 days |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | Nov. 09, 2021 | Nov. 08, 2021 | Aug. 27, 2021 | Aug. 26, 2021 | Aug. 09, 2021 | Aug. 04, 2021 | Sep. 28, 2020 | May 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 |
Class of Stock [Line Items] | |||||||||||
Increased 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 | |||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |||||||||
Convertible Debt | $ 123,200 | ||||||||||
Preferred stock, conversion price per share | $ 0.0125 | ||||||||||
Stock issued during period, shares | 610,000 | ||||||||||
Conversoin of shares, value | $ 35,875 | 1,412,106 | |||||||||
Number of common stock value | $ 610,000 | ||||||||||
Stock Option, Exercise Price, Increase | $ 0.01 | ||||||||||
Stock options price per share | $ 0.015 | ||||||||||
Number of Options, Granted | 820,000,000 | ||||||||||
Granted options value | $ 8,004,855 | ||||||||||
Stock option expense | 5,728,701 | ||||||||||
Stock option related party | 5,631,014 | ||||||||||
Stock option unamortized related party | 2,276,154 | ||||||||||
Stock option related party | $ 2,276,154 | ||||||||||
Stock option intrinsic value shares | 820,000,000 | ||||||||||
Stock option intrinsic value outstanding | $ 210,000 | ||||||||||
Share-based Payment Arrangement, Tranche One [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock value | $ 10,000,000 | ||||||||||
Stock options price per share | $ 0.01 | ||||||||||
Leslie Bocskor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock value | $ 150,000,000 | $ 150,000,000 | |||||||||
Benjamin Rote [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock value | 100,000,000 | 100,000,000 | |||||||||
Dennis Forchic [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock value | $ 150,000,000 | 150,000,000 | |||||||||
Accredited Investors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Sale of common shares | 16,000,000 | ||||||||||
Total consideration received | $ 200,000 | ||||||||||
Board of Directors Chairman [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock value | $ 5,000,000 | ||||||||||
Stock options price per share | $ 0.01 | ||||||||||
Restricted Common Shares [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 60,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 98,000,000 | ||||||||||
Conversoin of shares, value | $ 16,514 | $ 2,198,337 | |||||||||
Common stock share conversion | 60,000,000 | ||||||||||
Stock Issued During Period, Shares, Other | 174,513,889 | ||||||||||
Conversoin of shares | 16,513,889 | 2,198,337,731 | |||||||||
Number of common stock value | $ 98,000 | ||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Stock issued during period, shares | 82,000,000 | ||||||||||
Number of common stock value | $ 410,000 | ||||||||||
Restricted Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of Stock, Shares Converted | 5,125,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible Debt | $ 10,000 | ||||||||||
Ten Percentage Fixed Convertible Promissory Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt conversion amount | $ 25,000 | ||||||||||
Debt conversion, shares issued | 11,388,889 | ||||||||||
Conversion Of Debt [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversoin of shares, value | $ 35,875 | ||||||||||
Conversion Of Debt [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversoin of shares | 16,513,889 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||
Deemed convertible preferred stock | $ 1 | ||||||||||
Preferred Stock, Convertible, Terms | 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 | ||||||||||
Preferred Stock, Shares Outstanding | 0 | 750,000 | |||||||||
Conversoin of shares | 750,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock amended conversion price | $ 0.0125 | $ 0.40 | |||||||||
Conversoin of shares, value | $ 500,000 | ||||||||||
Common stock share conversion | 750,000 |
SCHEDULE FOR COMPONENTS OF DEFE
SCHEDULE FOR COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 2,901,738 | $ 1,681,907 |
Accelerated tax depreciation | ||
Net deferred tax assets | 2,901,738 | 1,681,907 |
Less: Valuation allowance | (2,901,738) | (1,681,907) |
Net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Accumulated net operating loss | $ 13,818,000 |
Net operating loss expiry date, description | will begin to expire in 2033 |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 37,477,226 | $ (46,280,775) |
(Gain) loss on change in fair value of derivatives | (43,310,944) | |
Interest on convertible debt | ||
Net loss - diluted | $ (5,833,718) | $ (46,280,775) |
Weighted average common shares outstanding | 2,445,150,836 | 267,167,835 |
Effect of dilutive shares | $ 95,922,612 | |
Diluted | 2,541,073,447 | 267,167,835 |
Basic | $ 0.02 | $ (0.17) |
Diluted | $ 0 | $ (0.17) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 11, 2022 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 11, 2020 |
Subsequent Event [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Accredited Investors [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 16,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Sale of Stock, Consideration Received on Transaction | $ 200,000 | ||||
Accredited Investors [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 12,500,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Sale of Stock, Consideration Received on Transaction | $ 75,000 |