Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 08, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | BioAdaptives Inc. | |
Entity Central Index Key | 0001575142 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 67,367,483 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54949 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 46-2592228 | |
Entity Address Address Line 1 | 2620 Regatta Drive | |
Entity Address Address Line 2 | Suite 102 | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89128 | |
City Area Code | 702 | |
Local Phone Number | 659-8829 | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 55,789 | $ 82,936 |
Prepaid expense | 1,000 | 1,000 |
Marketable securities | 169 | 190 |
Inventory | 3,572 | 4,750 |
Total Current Assets | 60,530 | 88,876 |
License, net | 26,542 | 59,709 |
TOTAL ASSETS | 87,072 | 148,585 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 324,921 | 247,750 |
Derivative liabilities | 732,867 | 557,042 |
Current portion of convertible notes - net of discount of $38,891 and $13,333 | 407,909 | 403,117 |
Note payable - related party | 19,528 | 33,715 |
Total Current Liabilities | 1,485,225 | 1,241,624 |
Total Liabilities | 1,485,225 | 1,241,624 |
Stockholders' Deficit: | ||
Common stock ($.0001 par value, 750,000,000 shares authorized; 58,360,579 and 50,819,780 shares issued and outstanding, and 10,000 issuable, respectively) | 5,836 | 5,082 |
Additional paid-in capital | 5,619,091 | 5,557,828 |
Accumulated deficit | (7,023,240) | (6,656,109) |
Total Stockholders' Deficit | (1,398,153) | (1,093,039) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 87,072 | 148,585 |
Series A Preferred Stock [Member] | ||
Preferred stock, ($.0001 par value, 10,000,000 shares authorized; | ||
Series A Preferred Stock 4,000,000 shares designated; 1,600,000 issued and outstanding, respectively | 160 | 160 |
Series B Preferred Stock [Member] | ||
Preferred stock, ($.0001 par value, 10,000,000 shares authorized; | ||
Series A Preferred Stock 4,000,000 shares designated; 1,600,000 issued and outstanding, respectively | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible notes, net of discount | $ 38,891 | $ 13,333 |
Preferred stock, shares par value | $ 0.001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 58,350,579 | 58,360,579 |
Common stock, shares outstanding | 50,819,780 | 50,809,780 |
Common stock, shares issuable | 10,000 | 10,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares designated | 4,000,000 | 4,000,000 |
Preferred stock, shares issued | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding | 1,600,000 | 1,600,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares designated | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||
Revenues | $ 5,533 | $ 4,518 |
Cost of revenue | 3,590 | 2,022 |
Gross Profit | 1,943 | 2,496 |
Operating Expenses | ||
General and administrative | 105,200 | 8,630 |
Professional fees | 37,832 | 21,983 |
Stock based compensation | 0 | 163,900 |
Amortization of license | 33,167 | 21,875 |
Total Operating Expenses | 176,199 | 216,388 |
Other Income (Expense) | ||
Unrealized gain (loss) on marketable securities | (21) | 2,834 |
Interest expense | (30,099) | (61,416) |
Change in fair value of derivative liabilities | (162,755) | (168,429) |
Loss on settlement of debt | 0 | (51,000) |
Total Other Expense | (192,875) | (278,011) |
Loss before income taxes | (367,131) | (491,903) |
Net Loss | $ (367,131) | $ (491,903) |
Net Loss Per Common Share: | ||
Basic and Diluted | $ (0.01) | $ (0.02) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted | 53,708,187 | 28,148,446 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series A, Preferred Stock |
Balance, amount at Dec. 30, 2020 | $ (1,378,785) | $ 2,159 | $ 4,225,217 | $ (5,606,161) | |
Series A preferred stock issued for settlement of debt - related party, shares | 600,000 | ||||
Series A preferred stock issued for settlement of debt - related party, amount | 75,000 | 74,940 | $ 60 | ||
Series A preferred stock issued for license fee, shares | 500,000 | ||||
Series A preferred stock issued for license fee, amount | 102,500 | 102,450 | $ 50 | ||
Common stock issued for conversion of debt, shares | 10,792,873 | ||||
Common stock issued for conversion of debt, amount | 486,612 | $ 1,079 | 485,533 | ||
Common stock issued for service, shares | 1,000,000 | ||||
Common stock issued for service, amount | 163,900 | $ 100 | 163,800 | ||
Cancellation of common stock - officers, shares | (352,390) | ||||
Cancellation of common stock - officers, amount | $ (35) | 35 | |||
Net loss for the period | (491,903) | (491,903) | |||
Balance, shares at Mar. 31, 2021 | 33,032,425 | 1,100,000 | |||
Balance, amount at Mar. 31, 2021 | (1,042,676) | $ 3,303 | 5,051,975 | (6,098,064) | $ 110 |
Balance, amount at Dec. 31, 2021 | (1,093,039) | $ 5,082 | 5,557,828 | (6,656,109) | $ 160 |
Balance, shares at Dec. 31, 2021 | 50,819,780 | 1,600,000 | |||
Common stock issued for conversion of debt, shares | 7,540,799 | ||||
Common stock issued for conversion of debt, amount | 52,017 | $ 754 | 51,263 | ||
Net loss for the period | (367,131) | (367,131) | |||
Debts forgiveness - related party | 10,000 | 10,000 | |||
Balance, shares at Mar. 31, 2022 | 58,360,579 | 1,600,000 | |||
Balance, amount at Mar. 31, 2022 | $ (1,398,153) | $ 5,836 | $ 5,619,091 | $ (7,023,240) | $ 160 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (367,131) | $ (491,903) | $ (491,903) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | 163,900 | ||
Change in fair value of derivative liabilities | 162,755 | 168,429 | |
Stock-based compensation - related party | 0 | ||
Amortization of license | 33,167 | 21,875 | |
Amortization of debt discount | 17,442 | 45,368 | |
Loss on settlement of debt | 0 | 51,000 | |
Unrealized (gain) loss on investments in marketable securities | 21 | (2,834) | |
Changes in operating assets and liabilities: | |||
Unrealized gain on investments in marketable securities | (21) | 2,834 | |
Inventory | 1,178 | 1,526 | |
Prepaid expense and other current assets | 0 | (1,500) | |
Accounts payable and accrued liabilities | 89,608 | (16,222) | |
Due to related party | 1,803 | 0 | |
Net Cash Used in Operating Activities | (61,157) | (60,361) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceed from related party | 1,623 | 1,623 | |
Repayment to related party | 1,623 | 1,623 | |
Repayment of notes payable - related party | (15,990) | 0 | |
Proceeds from convertible notes | 50,000 | 80,000 | |
Net Cash Provided by Financing Activities | 34,010 | 80,000 | |
Proceeds from notes payable - related party | 0 | ||
Net change in cash | (27,147) | 19,639 | |
Cash at beginning of period | 82,936 | 4,587 | |
Cash at end of period | 55,789 | 24,226 | $ 24,226 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 0 | 0 | |
Cash paid for interest | 4,010 | 16,144 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Derivative liability recognized as debt discount | 40,000 | 40,000 | |
Issuance of common stock for conversion of debt | 52,017 | 486,612 | |
Issuance Series A preferred stock for settlement of debt - related party | 0 | 75,000 | |
Debts forgiveness - related party | 10,000 | 0 | |
Cancellation of common stock | 0 | 35 | |
Issuance Series A preferred stock for license fee | 75,000 | ||
Debts forgiveness - related party | $ 10,000 | ||
Cancellation of common stock | $ 35 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF BUSINESS AND HISTORY | |
1. DESCRIPTION OF BUSINESS AND HISTORY | 1. DESCRIPTION OF BUSINESS AND HISTORY Description of business BioAdaptives, Inc. (“BioAdaptives” or the “Company”) was incorporated in Delaware on April 19, 2013, under the name Apex 8, Inc. Shortly afterwards, the Company’s control person sold his interest; new owners appointed management and changed its name to BioAdaptives, Inc. The Company acquired assets relating to the investigation, development and marketing of nutraceutical products; equipment designed to improve the bioavailability of nutrients in humans and animals; and licenses for specific products. We commenced investigation of the role of various botanicals in primitive cell development and proliferation, including certain algae along with herbs used in Traditional Chinese Medicine and Ayurvedic Practice. In the course of this investigation, BioAdaptives identified several potential human and animal products. The Company terminated further work on the equipment and products licensed in its early stages to concentrate on these products, for both human and animals. The Company’s current nutraceutical products are natural plant- and algal-based dietary supplements for humans and animals developed with our knowledge of natural foods. Our product lines includes PluriCell®, PluriPain®, and PrimiLung™ for humans along with Equine All-in-One® and a related Booster for horses. Our human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness. The science behind our products has proven to be effective for performance enhancement and pain relief for horses and dogs as well as providing improvements in appearance and we have developed products to utilize these advances. The Company also markets the Lung Cleanser™ medical device, which is sold with our PrimiLung™ product as part of a Lung Armor™ package. Additionally, during this reporting period, the Company acquired patent rights to a method to embed oxygen in water and is developing commercial products based on this technology that will augment and complement our current product lines. All of these products are sold under licensing and manufacturing agreements with third-parties and our current activities are reliant on marketing and distributing products developed and owned by others. The Company’s corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128, and it maintains fulfillment facilities at 4385 Cameron Street, Suite B, Las Vegas, NV 89103. 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 employees 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 on March 31, 2022. 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 collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
2. SUMMARY OF SIGNIFICANT POLICIES | 2. SUMMARY OF SIGNIFICANT POLICIES Basis of presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on March 30, 2021, have been omitted. Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 100% owned subsidiary, Blenders Choice Inc. All inter-company balances and transactions have been eliminated. The Company and its subsidiary will be collectively referred to herein as the “Company.” Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. Financial Instruments and Fair Value Measurements As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). 8 Table of Contents The following table summarizes fair value measurements by level on March 31, 2022 and December 31, 2021, measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2022, Using: Total Carrying Value as of March 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 169 $ 169 $ - $ - Liabilities Derivative liabilities $ 732,867 $ - $ - $ 732,867 Fair Value Measurements as of December 31, 2021, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 190 $ 190 $ - $ - Liabilities Derivative liabilities $ 557,042 - - 557,042 Intangible Assets The Company capitalizes certain costs to acquire intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
GOING CONCERN | |
3. GOING CONCERN | 3. GOING CONCERN The accompanying consolidated 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. The Company has incurred losses since inception and had an accumulated deficit of $$7,023,240 as of March 31, 2022. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2022 | |
MARKETABLE SECURITIES | |
4. MARKETABLE SECURITIES | 4. MARKETABLE SECURITIES Equity securities on March 31, 2022, and December 31, 2021, were comprised of 105,736 shares of common stock of Hemp, Inc. (HEMP.PK) recorded at fair value of $169 and $190, respectively. |
License Fee
License Fee | 3 Months Ended |
Mar. 31, 2022 | |
MARKETABLE SECURITIES | |
License Fee | 5. LICENSE FEE During the year ended December 31, 2021, the Company entered into three license and royalty agreements for human and animal nutraceutical products, which is currently markets. These agreements are for a period of one year and the Company issued 1,000,000 shares of Series A preferred stock valued at $193,500 in consideration of these licenses. The Company has capitalized the costs associated with licenses. During the three months ended March 31, 2022, and 2021, the Company recognized $33,167 and $21,875 in amortization expenses of license fees, respectively. As of March 31,2022, and December 31,2021, the asset value of the licenses was $26,542 and $59,709, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities on March 31, 2022, and December 31, 2021, consists of the following. March 31, December 31, 2022 2021 Accounts payable $ 7,701 $ 1,750 Accrued salary 241,666 166,666 Accrued interest 74,551 68,341 Accrued liabilities 1,003 10,993 $ 324,921 $ 247,750 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2022 | |
CONVERTIBLE NOTES | |
6. CONVERTIBLE NOTES | 7. CONVERTIBLE NOTES Convertible notes on March 31, 2022, and December 31, 2021, consists of the following: March 31, December 31, 2022 2021 Convertible Notes - originated in April 2018 $ 95,000 $ 95,000 Convertible Notes - originated in June 2018 166,000 166,000 Convertible Notes - originated in October 2018 50,000 50,000 Convertible Notes - issued fiscal year 2021 82,800 105,450 Convertible Notes - issued fiscal year 2022 53,000 - Total convertible notes payable 446,800 416,450 Less: Unamortized debt discount (38,891 ) (13,333 ) Total convertible notes 407,909 403,117 Less: current portion of convertible notes 407,909 403,117 Long-term convertible notes $ - $ - For the three months ended March 31, 2022, and 2021, the interest expense on convertible notes was $12,425 and $15,516, respectively. As of March 31, 2022, and December 31, 2021, the accrued interest was $73,087 and $63,100, respectively. The Company recognized amortization expense related to the debt discount of $17,442 and $45,368 for the three months ended March 31, 2022 and 2021, respectively, which is included in interest expense in the statements of operation. Conversion During the three months ended March 31, 2022, the Company converted notes with principal amounts of $22,650 and accrued interest of $2,438 into 7,540,799 shares of common stock. The corresponding derivative liability at the date of conversion of $26,930 was credited to additional paid in capital. Convertible Notes - Issued during the year ended December 31, 2018 During the year ended December 31, 2018, the Company issued a total principal amount of $426,000 convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of 107,000 common shares valued at $22,210. The terms of convertible notes are summarized as follows: • Term two years; • Annual interest rates 12%; • Convertible at the option of the holders at any time • Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price. Convertible Notes - Issued during the year ended December 31, 2021 During the year ended December 31, 2021, the Company issued a total principal amount of $277,500 in convertible note for cash proceeds of $257,000. The terms of convertible note are summarized as follows: • Term one year; • Annual interest rates 10%; • Convertible at 180 days from issuance • Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. During the three months ended March 31, 2022, the Company converted principal of $22,650 and accrued interest of $2,438 into 7,540,799 shares of common stock. Convertible Notes - Issued during the three months ended March 31, 2022 During the three months ended March 31, 2022, the Company issued a total principal amount of $53,000 in convertible note for cash proceeds of $50,000. The terms of convertible note are summarized as follows: • Term one year; • Annual interest rates 10%; • Convertible at 180 days from issuance • Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the three months ended March 31, 2022, amounted to $46,335, and $40,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $6,335 was recognized as a “day 1” derivative loss. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE LIABILITIES | |
7. DERIVATIVE LIABILITIES | 8. DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the three months ended March 31, 2022, and year ended December 31, 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: Three Months Ended Year ended March 31, December 31, 2022 2021 Expected term 0.06 - 0.51 years 0.02- 0.51 years Expected average volatility 72% - 149 % 128% - 315 % Expected dividend yield - - Risk-free interest rate 0.35% - 1.36 % 0.03% - 0.07 % The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2022. Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2021 $ 557,042 Addition of new derivatives recognized as debt discounts 40,000 Addition of new derivatives recognized as loss on derivatives 6,335 Settled on issuance of common stock (26,930 ) (Gain) loss on change in fair value of the derivative 156,420 Balance - March 31, 2022 $ 732,867 The aggregate loss on derivatives during the three months ended March 31, 2022, and 2021 was as follows: Three Months Ended March 31, 2022 2021 Day one loss due to derivative liabilities on convertible notes $ 6,335 $ 101,805 Loss on change in fair value of the derivative liabilities 156,420 66,624 $ 162,755 $ 168,429 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF CASH FLOW | |
9. STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY Preferred Stock On January 24, 2022, the Board of Directors of the Company’s, approved for an increase in the number of authorized shares of the Company’s preferred stock from 5,000,000 shares to 10,000,000 shares. The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock, of which 4,000,000 have been designated as Series A Preferred Stock and 6,000,000 have been designated as Series B Preferred Stock. Series A Preferred Stock On February 6, 2020, the Company established its Series A Preferred Stock, par value 0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 4,000,000 shares of Series A Preferred Stock. The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock have enhanced voting privileges under certain circumstances; the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 5:1 ratio. There are 1,600,000 shares of Series A shares issued as of the date of this filing. Series B Preferred Stock Effective January 26, 2022, the Company established its Series B Preferred Stock, par vlue 0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 6,000,000 shares of Series B Preferred Stock. The Company may use the Series B Preferred Stock for purpose of asset acquisition or other financing purposes. The Series B Preferred Stock have enhanced (100:1) voting privileges; the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 10:1 ratio. There are no Series B shares issued as of the date of this filing. Common Stock On January 24, 2022, the holder of a majority of the Company’s outstanding voting stock, approved for an increase in the number of authorized shares of the Company’s common stock from 200,000,000 shares to 750,000,000 shares. During the three months ended March 31, 2022, the Company issued 7,540,799 shares of common stock valued at $52,017 for conversion of debt. As of March 31, 2022, and December 31, 2021, there were 58,350,579 and 50,809,780 shares of the Company’s common stock issued and outstanding, respectively. In addition, as of March 31, 2022, and December 31, 2021, there were 10,000 shares of the Company’s common stock issuable. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
10. RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS Notes payable - related party During the three months ended March 31, 2022, and 2021, the Company repaid notes payable of $15,990 and $0, and accrued interest of $4,010 and $0 to a related party, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized interest of $232 and $532, respectively As of March 31, 2022, and December 31, 2021, the Company recorded notes payable - related party of $17,725 and $33,715 and accrued interest of $1,463 and $5,241, respectively. The note is a 4% interest bearing promissory note that the term is 1 year. Due to related party During the three months ended March 31, 2022, Dr. Edward E. Jacobs, M.D., our CEO, advanced $2,346 for operating expenses and $543 was reimbursed. As of March 31, 2022, due to related party of $1,803. Employee agreements Effective May 31, 2021, the Company entered into an Employment Contract with Ronald Lambrecht, to continue his service as its Chief Financial Officer. The Contract provides for a 12-month term and for payment of an annual salary of $80,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares each quarter. On December 31, 2021, the Company signed a separation agreement and general release and waiver with Ronald Lambrecht which both parties agreed to terminate the Employment Agreement effective on December 31, 2021. Ronald Lambrecht confirmed by receiving $1,000 at the time, he shall be entitled to no further compensation from the Company and also Ronald Lambrecht agreed to surrender all of his Restricted Stock Units under the Company’s Incentive Plan. The Company recognized accrued salary payable of $46,667 as additional paid -in- capital. Effective May 31, 2021, the Company entered into an Employment Contract with Charles Townsend to serve as its Chief Operating Officer. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares as of the effective date. Mr. Townsend was also appointed as a director. Effective May 31, 2021, the Company entered into an Employment Contract with Robert Ellis, to continue his service as the Company’s President. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares each quarter. Mr. Ellis was also appointed as a director. Effective July 1, 2021, the Company entered into an Employment Contract with Dr. Edward E. Jacobs, M.D., our CEO. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares each quarter. On January 1, 2022, the Company entered into a Restricted Stock Unit Termination Agreement for modification of employment agreements signed with Dr. Edward E. Jacobs, M.D, Charles Townsend and Robert Ellis. The employees agreed to waive all rights under previously issued RSUs as of January 1, 2022 in exchange for one -time issuance 100,000 shares of restricted common stock. In addition, the Employment agreements was modified to provide for compensation in the form of a number of Warrants, equivalent to twice (2X) the number of shares previously payable in RSUs and the exercise price of the Warrant shall be the OTC Market price of the Company’s common shares. During the three months ended March 31, 2022, the Company accrued salary of $75,000. Debt forgiveness During the three months ended March 31,2022, the Company recognized $10,000 accrued salary payable to Robert Ellis related to year 2020 as additional paid-in -capital, based on released agreement in year 2020 due to COVID-19-based financial and other considerations. |
SUSEQUENT EVENTS
SUSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUSEQUENT EVENTS | |
13. SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. Employee agreements Effective January 1, 2022, the Company modified its Employment Agreements with Dr. Jacobs, Mr. Ellis and Mr. Townsend to eliminate Restricted Stock Unit payment obligations, replacing them with an obligation to deliver at-the-money Warrants as described below. Our financial statements showed that while the use of RSUs worked to limit the tax liabilities of our key executives they also had an outsized negative impact on our revenue statement for accrued liabilities. The Warrants are to be issued twice each year, with an exercise price at the OTC Markets closing on June 30 and December 31 (or the business day immediately preceding); for a number of shares equal to 2 times the number due under the Employment Agreements. The Warrants expire one (1) year after separation from the Company and have cashless exercise provisions. We believe the deferred compensation provided by the Warrants, as designed, will continue to incentivize our key executives without tax burdens on them while ensuring our financial presentation accurately reflects the real cost of such compensation. Effective February 2, 2022, the Company entered into a Consulting Agreement with Thomas J. Mohr. This Agreement was part of the definitive patent right acquisition agreement relating to the oxygenated water technology. This Agreement calls for payment to Mr. Mohr of $2,500 per month for a period of three (3) months, and $5,000 per month thereafter, On March 18, 2022, the Company filed a Form 1-A with the Securities and Exchange Commission covering a plan to sell up to 200,000,000 shares of common stock for prices between 0.005 and 0.01 per share. We amended this offering on May 3, 2022, and it has not yet been deemed effective. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Basis of presentation | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on March 30, 2021, have been omitted. |
Use of estimates | The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its 100% owned subsidiary, Blenders Choice Inc. All inter-company balances and transactions have been eliminated. The Company and its subsidiary will be collectively referred to herein as the “Company.” |
Earnings (loss) per share | Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. |
Financial Instruments and Fair Value Measurements | As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level on March 31, 2022 and December 31, 2021, measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2022, Using: Total Carrying Value as of March 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 169 $ 169 $ - $ - Liabilities Derivative liabilities $ 732,867 $ - $ - $ 732,867 Fair Value Measurements as of December 31, 2021, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 190 $ 190 $ - $ - Liabilities Derivative liabilities $ 557,042 - - 557,042 |
Intangible Assets | The Company capitalizes certain costs to acquire intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. |
Recent Accounting Pronouncements | The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Schedule of diluted net lossper share | Total Carrying Value as of March 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 169 $ 169 $ - $ - Liabilities Derivative liabilities $ 732,867 $ - $ - $ 732,867 |
Schedule of fair value of measurements of assets on recurring basis | Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 190 $ 190 $ - $ - Liabilities Derivative liabilities $ 557,042 - - 557,042 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of accounts payable and accrued liabilities | 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities on March 31, 2022, and December 31, 2021, consists of the following. March 31, December 31, 2022 2021 Accounts payable $ 7,701 $ 1,750 Accrued salary 241,666 166,666 Accrued interest 74,551 68,341 Accrued liabilities 1,003 10,993 $ 324,921 $ 247,750 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CONVERTIBLE NOTES | |
Schedule of convertible notes | 7. CONVERTIBLE NOTES Convertible notes on March 31, 2022, and December 31, 2021, consists of the following: March 31, December 31, 2022 2021 Convertible Notes - originated in April 2018 $ 95,000 $ 95,000 Convertible Notes - originated in June 2018 166,000 166,000 Convertible Notes - originated in October 2018 50,000 50,000 Convertible Notes - issued fiscal year 2021 82,800 105,450 Convertible Notes - issued fiscal year 2022 53,000 - Total convertible notes payable 446,800 416,450 Less: Unamortized debt discount (38,891 ) (13,333 ) Total convertible notes 407,909 403,117 Less: current portion of convertible notes 407,909 403,117 Long-term convertible notes $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE LIABILITIES | |
Schedule of estimated fair values of the liabilities measured on a recurring basis | Three Months Ended Year ended March 31, December 31, 2022 2021 Expected term 0.06 - 0.51 years 0.02- 0.51 years Expected average volatility 72% - 149 % 128% - 315 % Expected dividend yield - - Risk-free interest rate 0.35% - 1.36 % 0.03% - 0.07 % |
Summarizes the changes in the derivative liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2021 $ 557,042 Addition of new derivatives recognized as debt discounts 40,000 Addition of new derivatives recognized as loss on derivatives 6,335 Settled on issuance of common stock (26,930 ) (Gain) loss on change in fair value of the derivative 156,420 Balance - March 31, 2022 $ 732,867 |
Schedule of (gain) loss on derivatives | The aggregate loss on derivatives during the three months ended March 31, 2022, and 2021 was as follows: Three Months Ended March 31, 2022 2021 Day one loss due to derivative liabilities on convertible notes $ 6,335 $ 101,805 Loss on change in fair value of the derivative liabilities 156,420 66,624 $ 162,755 $ 168,429 |
SUMMARY OF SIGNIFICANT POLICI_4
SUMMARY OF SIGNIFICANT POLICIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Equity Securities | $ 169 | $ 190 |
Liabilities | ||
Derivative liabilities | 732,867 | 557,042 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Equity Securities | 169 | 190 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Equity Securities | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Equity Securities | 0 | 0 |
Liabilities | ||
Derivative liabilities | $ 732,867 | $ 557,042 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
GOING CONCERN | ||
Accumulated deficit | $ (7,023,240) | $ (6,656,109) |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Marketable securities | $ 169 | $ 190 |
Hemp Inc [Member] | ||
Equity securities held | 105,736 | 105,736 |
LICENSE FEE (Details Narrative)
LICENSE FEE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset value of license cost | $ 26,542 | $ 59,709 |
Amortization of license fee | $ 33,167 | $ 21,875 |
Shares issued upon consideration transferred | 7,540,799 | |
Series A Preferred Stock [Member] | ||
Shares issued upon consideration transferred | 1,000,000 | |
Shares issued upon consideration transferred, value | $ 193,500 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable | $ 7,701 | $ 1,750 |
Accrued salary | 241,666 | 166,666 |
Accrued interest | 74,551 | 68,341 |
Accrued liabilities | 1,003 | 10,993 |
Accounts Payable And Accrued Liabilities | $ 324,921 | $ 247,750 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total convertible notes payable | $ 446,800 | $ 416,450 |
Less: Unamortized debt discount | (38,891) | (13,333) |
Total convertible notes | 407,909 | 403,117 |
Less: current portion of convertible notes | 407,909 | 403,117 |
Long-term convertible notes | 0 | 0 |
originated in April 2018 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 95,000 | 95,000 |
Originated in June 2018 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 166,000 | 166,000 |
Originated in October 2018 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 50,000 | 50,000 |
Issued fiscal year 2021 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 82,800 | 105,450 |
Issued fiscal year 2022 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | $ 53,000 | $ 0 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2018 | |
Debt discount | $ 46,335 | $ 40,000 | ||
Derivative loss | 6,335 | |||
Amortization of debt discount | 17,442 | 45,368 | ||
Interest expenses | 12,425 | $ 15,516 | ||
Fiar value of derivatives liabilities | 26,930 | |||
Accrued interest | 73,087 | $ 63,100 | ||
Principal amount of convertible notes | $ 22,650 | |||
Convertible shares of common stock | 7,540,799 | |||
Debt instrument converted amount shares issued | 7,540,799 | |||
Convertible Notes Payable [Member] | ||||
Accrued interest | $ 2,438 | |||
Principal amount of convertible notes | $ 53,000 | $ 277,500 | $ 426,000 | |
Convertible shares of common stock | 7,540,799 | |||
Converted principal amount | $ 22,650 | |||
Description of conversion price | Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date | Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date | Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price | |
Proceeds from Convertible notes | $ 50,000 | $ 257,000 | $ 426,000 | |
Debt instrument converted amount | $ 22,210 | |||
Debt instrument converted amount shares issued | 107,000 | |||
Convertible debt term | 1 year | 1 year | 2 years | |
Annual interest rates | 10.00% | 10.00% | 12.00% | |
Debt Instrument, Convertible, Terms of Conversion Feature | Convertible at 180 days from issuance | Convertible at 180 days from issuance |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term | 21 days | 7 days |
Expected average volatility | 72.00% | 128.00% |
Risk-free interest rate | 0.35% | 0.03% |
Maximum [Member] | ||
Expected term | 6 months 3 days | 6 months 3 days |
Expected average volatility | 149.00% | 315.00% |
Risk-free interest rate | 1.36% | 0.07% |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
DERIVATIVE LIABILITIES | ||
Beginnig Balance | $ 557,042 | |
Addition of new derivatives recognized as debt discounts | 40,000 | |
Addition of new derivatives recognized as loss on derivatives | 6,335 | |
Settled on issuance of common stock | (26,930) | |
(Gain) loss on change in fair value of the derivative | 156,420 | $ 66,624 |
Ending Balance | $ 732,867 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
DERIVATIVE LIABILITIES (Details) | ||
Day one loss due to derivative liabilities on convertible notes | $ 6,335 | $ 101,805 |
Loss on change in fair value of the derivative liabilities | 156,420 | 66,624 |
Aggregate (gain) loss on derivatives | $ 162,755 | $ 168,429 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | Feb. 06, 2020 | Jan. 26, 2022 | Mar. 31, 2022 | Jan. 24, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares par value | $ 0.001 | $ 0.0001 | |||
Debt instrument converted amount | $ 52,017 | ||||
Common stock shares issused upon conversion of debt | 7,540,799 | ||||
Common stock, shares outstanding | 50,819,780 | 50,809,780 | |||
Common stock, shares issued | 58,350,579 | 58,360,579 | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||
Common stock, shares issuable | 10,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares par value | $ 0.0001 | ||||
Preferred stock, shares issued | 1,600,000 | ||||
Designated Shares | 4,000,000 | 4,000,000 | |||
Conversion common rights | at a 5:1 ratio | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, shares par value | $ 0.0001 | ||||
Designated Shares | 6,000,000 | 6,000,000 | |||
Conversion common rights | at a 10:1 ratio |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accrued interest | $ 4,010 | $ 0 | |
Rate of interest | 4.00% | ||
Repayment of notes payable - related party | $ 15,990 | $ 0 | |
Notes payable, related party | 17,725 | 33,715 | |
Interest amount | 232 | 532 | |
Notes payable accrude interest | $ 1,463 | $ 5,241 | |
Term of notes | 1 year | ||
Accrued salary payable | $ 10,000 | ||
Accrued salary | 75,000 | ||
Operating expenses | 176,199 | $ 216,388 | |
May 31, 2021 [Member] | Employment Agreement [Member] | Chief Financial Officers [Member] | |||
Accrued salary payable | 46,667 | ||
Base compensation | $ 80,000 | ||
Contract terms period | 12 years | ||
Termination compensation | $ 1,000 | ||
May 31, 2021 [Member] | Employment Agreement [Member] | Presidents [Member] | |||
Base compensation | $ 100,000 | ||
Contract terms period | 12 years | ||
May 31, 2021 [Member] | Employment Agreement [Member] | Chief Operating Officers [Member] | |||
Base compensation | $ 100,000 | ||
Contract terms period | 100000 years | ||
CEO [Member] | |||
Operating expenses | $ 2,346 | ||
Rimburshment amount | 543 | ||
Due to related party | 1,803 | ||
CEO [Member] | July 1 2021 [Member] | Employment Agreement [Member] | |||
Base compensation | $ 100,000 | ||
Contract terms period | 12 years | ||
President [Member] | January 1, 2021 [Member] | Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | |||
Issuance of share | 100,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Feb. 02, 2022 | Mar. 18, 2022 |
Minimum [Member] | ||
Share price per share | $ 0.01 | |
Maximum [Member] | ||
Common stock share sold | 200,000,000 | |
Share price per share | $ 0.005 | |
Consulting Agreement [Member] | Thomas J. Mohr [Member] | ||
Agreement payment | $ 2,500 | |
Thearafter payment | $ 5,000 | |
Term of agreement | 3 years |