Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | BioAdaptives, Inc. | ||
Entity Central Index Key | 0001575142 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 355,632,566 | ||
Entity Public Float | $ 324,563 | ||
Document Annual 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 | ||
Auditor Firm Id | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 25,405 | $ 82,936 |
Prepaid expense | 0 | 1,000 |
Marketable securities | 42 | 190 |
Inventory | 8,877 | 4,750 |
Total Current Assets | 34,324 | 88,876 |
License and patent, net | 2,990 | 59,709 |
TOTAL ASSETS | 37,314 | 148,585 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 409,920 | 247,750 |
Derivative liabilities | 686,856 | 557,042 |
Current portion of convertible notes - net of discount of $7,647 and $13,333 | 381,793 | 403,117 |
Note payable - related party | 10,246 | 33,715 |
Total Current Liabilities | 1,488,815 | 1,241,624 |
Total Liabilities | 1,488,815 | 1,241,624 |
Stockholders' Deficit: | ||
Common stock ($.0001 par value, 750,000,000 shares authorized; 252,554,765 and 50,819,780 shares issued and outstanding, and 10,000 issuable, respectively) | 25,255 | 5,082 |
Additional paid-in capital | 6,074,763 | 5,557,828 |
Accumulated deficit | (7,551,679) | (6,656,109) |
Total Stockholders' Deficit | (1,451,501) | (1,093,039) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 37,314 | 148,585 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 160 | 160 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible notes, net of discount | $ 7,647 | $ 13,333 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 252,554,765 | 50,819,780 |
Common stock, shares outstanding | 252,554,765 | 50,819,780 |
Common stock, shares issuable | 10,000 | 10,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred Stock Shares Designated | 4,000,000 | 4,000,000 |
Preferred Stock Shares Outstanding | 1,600,000 | 1,600,000 |
Preferred stock, shares issued | 1,600,000 | 1,600,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred Stock Shares Designated | 6,000,000 | 6,000,000 |
Preferred Stock Shares Outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenues | $ 17,176 | $ 19,776 |
Cost of revenue | 10,050 | 9,671 |
Gross Profit | 7,126 | 10,105 |
Operating Expenses | ||
General and administrative | 254,119 | 268,268 |
Professional fees | 112,759 | 80,227 |
Stock based compensation | 0 | 163,900 |
Amortization of license and patent | 62,148 | 133,791 |
Total Operating Expenses | 429,026 | 646,186 |
Other Income (Expense) | ||
Unrealized loss on marketable securities | (148) | (254) |
Interest expense | (289,121) | (272,394) |
Change in fair value of derivative liabilities | (184,401) | (90,219) |
Loss on settlement of debt | 0 | 51,000 |
Total Other Expense | (473,670) | (413,867) |
Loss before income taxes | (895,570) | (1,049,948) |
Net Loss | $ (895,570) | $ (1,049,948) |
Net Loss Per Common Share: | ||
Basic and Diluted | $ (0.01) | $ (0.03) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic | 106,011,449 | 33,742,920 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series A Preferred Stocks | Series B Preferreds Stocks |
Balance, shares at Dec. 31, 2020 | 21,591,942 | |||||
Balance, amount at Dec. 31, 2020 | $ (1,378,785) | $ 2,159 | $ 4,225,217 | $ (5,606,161) | $ 0 | $ 0 |
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 | 0 | 74,940 | 0 | $ 60 | 0 |
Series A preferred stock issued for license fee, shares | 1,000,000 | |||||
Series A preferred stock issued for license fee, amount | 193,500 | $ 0 | 193,400 | 0 | $ 100 | 0 |
Common stock issued for conversion of debt, shares | 28,580,228 | |||||
Common stock issued for conversion of debt, amount | $ 856,627 | $ 2,858 | 853,769 | 0 | 0 | 0 |
Common stock issued for service, shares | 1,000,000 | 1,000,000 | ||||
Common stock issued for service, amount | $ 163,900 | $ 100 | 163,800 | 0 | 0 | 0 |
Cancellation of common stock - officers, shares | (352,390) | |||||
Cancellation of common stock - officers, amount | 0 | $ (35) | 35 | 0 | ||
Debts forgiveness - related party | 46,667 | 0 | 46,667 | 0 | 0 | 0 |
Net loss for the period | (1,049,948) | $ 0 | 0 | (1,049,948) | $ 0 | 0 |
Balance, shares at Dec. 31, 2021 | 50,819,780 | 1,600,000 | ||||
Balance, amount at Dec. 31, 2021 | (1,093,039) | $ 5,082 | 5,557,828 | (6,656,109) | $ 160 | 0 |
Common stock issued for conversion of debt, shares | 201,734,985 | |||||
Common stock issued for conversion of debt, amount | 521,679 | $ 20,173 | 501,506 | 0 | 0 | 0 |
Debts forgiveness - related party | 10,000 | 0 | 10,000 | 0 | 0 | 0 |
Net loss for the period | (895,570) | 0 | 0 | (895,570) | 0 | 0 |
Warrant issued for Patent's acquisition | 5,429 | $ 0 | 5,429 | 0 | $ 0 | 0 |
Balance, shares at Dec. 31, 2022 | 252,554,765 | 1,600,000 | ||||
Balance, amount at Dec. 31, 2022 | $ (1,451,501) | $ 25,255 | $ 6,074,763 | $ (7,551,679) | $ 160 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (895,570) | $ (1,049,948) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 0 | 163,900 |
Change in fair value of derivative liabilities | 184,401 | 90,219 |
Amortization of license and patent | 62,148 | 133,791 |
Amortization of debt discount | 239,186 | 216,931 |
Loss on settlement of debt | 0 | 51,000 |
Unrealized loss on investments in marketable securities | 148 | 254 |
Changes in operating assets and liabilities: | ||
Inventory | (4,127) | 9,065 |
Prepaid expense and other current assets | 1,000 | (1,000) |
Accounts payable and accrued liabilities | 183,752 | 227,137 |
Due to related party | 1,803 | 0 |
Net Cash Used in Operating Activities | (227,259) | (158,651) |
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 | (25,272) | (20,000) |
Proceeds from convertible notes | 195,000 | 257,000 |
Net Cash Provided by Financing Activities | 169,728 | 237,000 |
Net change in cash | (57,531) | 78,349 |
Cash at beginning of period | 82,936 | 4,587 |
Cash at end of period | 25,405 | 82,936 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 4,728 | 16,424 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Derivative liability recognized as debt discount | 217,000 | 205,000 |
Issuance of common stock for conversion of debt | 521,679 | 856,627 |
Issuance Series A preferred stock for license fee | 0 | 193,500 |
Issuance Series A preferred stock for settlement of debt - related party | 0 | 60 |
Debts forgiveness - related party | 10,000 | 46,667 |
Warrant issued for Patent's acquisition | 5,429 | 0 |
Cancellation of common stock | $ 0 | $ 35 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND HISTORY | |
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 include 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. In February 2022, the Company acquired US Patent rights to a process that increases dissolved oxygen in water. The process produces MorO2, ingestion of which is believed to increase diffusion of oxygen into muscle tissues. The Company is developing a business plan to manufacture and market products based on the MorO2 technology. The Company’s corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. 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. Additional strains of COVID-19 are currently in circulation, and the CDC has stated that the virus will continue to impact the US population. 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 December 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 Annual Report on Form 10-K. These estimates may change, as new events occur, and additional information is obtained. |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
SUMMARY OF SIGNIFICANT POLICIES | 2. SUMMARY OF SIGNIFICANT POLICIES Basis of Presentation The Company represents its consolidated financial statements were prepared in accordance with US GAAP and the rules of the Securities and Exchange Commission and that, 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 are historical and not necessarily indicative of the results to be expected for any future period. 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. Cash and cash equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2022 and 2021, the Company had $25,405 and $82,936 cash equivalents, respectively. Investment Securities Equity securities are classified as available for sale. All available for sale securities are classified as current assets as they are available to support the Company’s current operating needs in the next 12 months. In accordance with Accounting Standards Codification (“ASC”) 320-10, “Investments-Debt and Equity Securities,” the Company evaluates its securities portfolio for other-than-temporary impairment (“OTTI”) throughout the year. Each investment that has a fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or combination, could indicate that the decline is other-than-temporary: (a) the Company has the intent to sell the security; (b) it is more likely than not that it will be required to sell the security before recovery; and (c) the Company does not expect to recover the entire amortized cost basis of the security. Among the factors that are considered in determining intent is a review of capital adequacy, interest rate risk profile and liquidity at the Company. An impairment charge is recorded against individual securities if the review described above concludes that the decline in value is other-than-temporary. 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. For the years ended December 31, 2022 and 2021, 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. December 31, December 31, 2022 2020 (Shares) (Shares) Series A Preferred Stock 8,000,000 8,000,000 Convertible notes 1,134,061,477 57,513,358 Total 1,142,061,477 65,513,358 Revenue recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Cost of revenue Cost of revenue includes the inventory purchased from a related party. Inventory Inventories, consisting of products available for sale, are primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As of December 31, 2022, and 2021, the Company determined that no reserve was required. Stock-based compensation The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant. 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 as of December 31, 2022, and 2021, measured at fair value on a recurring basis: Fair Value Measurements as of December 31, 2022, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 42 $ 42 $ - $ - Liabilities Derivative liabilities $ 686,856 $ - $ - $ 686,856 Fair Value Measurements as of December 31, 2021, Using: Total Carrying Value as of December 31, 2021 Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Equity Securities $ 190 $ 190 $ - $ - Liabilities Derivative liabilities $ 557,042 $ - $ - $ 557,042 Derivative Financial Instruments Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Concentration of credit risk Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high credit ratings. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more- likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
GOING CONCERN | |
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 $7,551,179 as of December 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. Obtaining additional financing, successful development of the Company’s contemplated plan of operations, and the transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises 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 | 12 Months Ended |
Dec. 31, 2022 | |
MARKETABLE SECURITIES | |
MARKETABLE SECURITIES | 4. MARKETABLE SECURITIES Equity securities as of December 31, 2022, and 2021, were comprised of 105,736 shares of common stock of Hemp, Inc. (HEMP.PK) recorded at fair value of $42 and $190, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities aa of December 31, 2022, and 2021 consists of the following: December 31, December 31, 2022 2021 Accounts payable $ 6,939 $ 1,750 Accrued salary 300,000 166,666 Accrued interest 101,966 68,341 Accrued liabilities 1,015 10,993 $ 409,920 $ 247,750 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES | |
CONVERTIBLE NOTES | 6. CONVERTIBLE NOTES Convertible notes as of December 31, 2022, and 2021 consist of the following: December 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 - 105,450 Convertible Notes - issued fiscal year 2022 78,440 - Total convertible notes payable 389,440 416,450 Less: Unamortized debt discount (7,647 ) (13,333 ) Total convertible notes 381,793 403,117 Less: current portion of convertible notes 381,793 403,117 Long-term convertible notes $ - $ - For the years ended December 31, 2022, and 2021, the interest expense on convertible notes was $49,402 and $53,660, respectively. As of December 31, 2022, and 2021, the accrued interest was $100,919 and $63,100, respectively. The Company recognized amortization expense related to the debt discount of $239,186 and $216,931 for the years ended December 31, 2022, and 2021, respectively, which is included in interest expense in the statements of operation. The Company recognized amortization expense related to the debt discount of $239,186 and $216,931 for the years ended December 31, 2022, and 2021, respectively, which is included in interest expense in the statements of operation. Conversion During the year ended December 31, 2022, the Company converted notes with principal amounts of $238,510 and accrued interest of $11,582 into 201,734,985 shares of common stock. The corresponding derivative liability at the date of conversion of $271,587 was credited to additional paid in capital. During the year ended December 31, 2021, the Company converted notes with principal amounts of $271,050 and accrued interest of $20,281 into 28,580,228 shares of common stock. The corresponding derivative liability at the date of conversion of $565,296 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 in 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 these 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 $222,500 in convertible note for cash proceeds of $205,000. 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 year ended December 31, 2021, the Company converted principal of $172,050 and accrued interest of $6,200 into 17,787,355 shares of common stock. Convertible Notes - Issued during the year ended December 31, 2022 During the year ended December 31, 2022, the Company issued a total principal amount of $211,500 in convertible notes for cash proceeds of $195,000. The terms of convertible notes 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 year ended December 31, 2022, amounted to $276,414, and $217,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $59,414 was recognized as a “day 1” derivative loss. 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 year ended December 31, 2021, amounted to $358,697, and $205,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $153,697 was recognized as a “day 1” derivative loss. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | 7. 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 December 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 years ended December 31, 2022, and 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year ended Year ended December 31, December 31, 2022 2021 Expected term 0.06 - 0.51 years 0.02- 0.51 years Expected average volatility 72% - 164% 128% - 315% Expected dividend yield - - Risk-free interest rate 0.17% - 4.72% 0.03% - 0.07% The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2022, and 2021 Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 827,119 Addition of new derivatives recognized as debt discounts 205,000 Addition of new derivatives recognized as loss on derivatives 153,697 Settled on issuance of common stock (565,296 ) (Gain) loss on change in fair value of the derivative (63,478 ) Balance - December 31, 2021 $ 557,042 Addition of new derivatives recognized as debt discounts 217,000 Addition of new derivatives recognized as loss on derivatives 59,414 Settled on issuance of common stock (271,587 ) (Gain) loss on change in fair value of the derivative 124,987 Balance - December 31, 2022 $ 686,856 The aggregate (gain) loss on derivatives during the year ended December 31, 2022, and 2021 was as follows. Years Ended December 31, 2022 2021 Day one loss due to derivative liabilities on convertible notes $ 59,414 $ 153,697 (Gain) loss on change in fair value of the derivative liabilities 124,987 (63,478 ) $ 184,401 $ 90,219 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | 8. 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 $0.001, 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. During the year ended December 31, 2021, the Company issued 1,600,000 shares of series A preferred Stock as follows; • 600,000 shares of Series A Preferred Stock valued at 75,000 for settlement of related party debt • 1,000,000 shares of Series A Preferred Stock valued at $193,500 for consideration of licenses. There are 1,600,000 shares of Series A shares issued as of the date of this filing. Series B Preferred Stock On January 24, 2022, the Company established its Series B Preferred Stock, par value $.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 in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock have enhanced voting privileges (100:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 10:1 ratio. As of the date of this filing, no shares of Series B Preferred Stock are issued and outstanding. 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. As of December 31, 2022 and 2021, there were 252,544,765 and 50,809,780 shares of the Company’s common stock issued and outstanding, respectively. In addition, as of December 31, 2022 and 2021, there were 10,000 shares of the Company’s common stock issuable. Fiscal year 2022 During the year ended December 31, 2022, the Company issued 201,734,985 shares of common stock valued at $521,679 for conversion of debt. Fiscal year 2021 During the year ended December 31, 2021, the Company issued 28,580,228 shares of common stock for conversion of debt of $856,627. During the year ended December 31, 2021, the Company issued 1,000,000 shares of common stock valued at $163,900 for service. During the year ended December 31, 2021, the Company cancelled 352,390 shares of common stock related to our officer’s compensation. Warrant On February 6, 2022, in conjunction with purchase of patent, the Company granted 1,000,000 shares for period of two years with exercise price of $0.006 per share. The fair value of granted shares at the issuance date was $5,429. The Company recorded warrant as additional paid-in-capital. For the year ended December 31, 2022, the estimated fair values of the warrant are as follows: Year Ended December 31, 2022 Expected term 2.00 years Expected average volatility 235 % Expected dividend yield - Risk-free interest rate 1.31 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Notes payable – related party During the year ended December 31, 2021, the Company issued 600,000 shares of Series A Preferred Stock valued at $75,000 for settlement of $24,000 notes. As a result, the Company recorded a loss on settlement of debt of $51,000. During the year ended December 31, 2022, and 2021, the Company repaid notes payable to a related party of $25,272 and $20,000 and recognized interest of $533 and $1,803, respectively As of December 31, 2022, and 2021, the Company recorded notes payable - related party of $8,444 and $33,716 and accrued interest of $1,047 and $5,241, respectively. The note is a 4% interest bearing promissory note that the term is 1 year. Employee agreements Year ended December 2022 On January 1, 2022, the Company entered into a Restricted Stock Unit Termination Agreement for modification of employment agreements signed during 2021 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 Agreement 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 year ended December 31, 2022, the Company accrued salary of $133,334. As of December 31, 2022, the Company owes salary of $300,000. Year ended December 2021 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 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. During the year ended December 31, 2021, the Company accrued salary of $213,333 and was forgiven $46,667. As of December 31, 2021, the Company owes salary of $166,666. Debt forgiveness During the year ended December 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. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
PROVISION FOR INCOME TAXES | |
PROVISION FOR INCOME TAXES | 10. PROVISION FOR INCOME TAXES The Company provides for income taxes under ASC 740,” Income Taxes.” The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons: December 31, December 31, 2022 2021 Net operating loss $ (99,116 ) $ (155,988 ) Valuation allowance 99,116 155,988 Income tax expense per books $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: December 31, December 31, 2022 2021 NOL Carryover $ 525,212 $ 426,096 Valuation allowance (525,212 ) (426,096 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $2,501,000 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On March 7, 2023, the Company amended its articles of incorporation to increase its authorized common shares from 750,000,000 to 1,250,000,000; this increase will be effective March 27, 2022. On March 23, 2023, the Company signed a Letter of Intent with Dr.David Allen, World Wellness, Inc for the Launching of a Weight Management System Including an AI Supported Body Composition Measuring App and New Health Products. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Basis of presentation | The Company represents its consolidated financial statements were prepared in accordance with US GAAP and the rules of the Securities and Exchange Commission and that, 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 are historical and not necessarily indicative of the results to be expected for any future period. |
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. |
Cash and cash equivalents | Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2022 and 2021, the Company had $25,405 and $82,936 cash equivalents, respectively. |
Investment Securities | Equity securities are classified as available for sale. All available for sale securities are classified as current assets as they are available to support the Company’s current operating needs in the next 12 months. In accordance with Accounting Standards Codification (“ASC”) 320-10, “Investments-Debt and Equity Securities,” the Company evaluates its securities portfolio for other-than-temporary impairment (“OTTI”) throughout the year. Each investment that has a fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or combination, could indicate that the decline is other-than-temporary: (a) the Company has the intent to sell the security; (b) it is more likely than not that it will be required to sell the security before recovery; and (c) the Company does not expect to recover the entire amortized cost basis of the security. Among the factors that are considered in determining intent is a review of capital adequacy, interest rate risk profile and liquidity at the Company. An impairment charge is recorded against individual securities if the review described above concludes that the decline in value is other-than-temporary. |
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. For the years ended December 31, 2022 and 2021, 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. December 31, December 31, 2022 2020 (Shares) (Shares) Series A Preferred Stock 8,000,000 8,000,000 Convertible notes 1,134,061,477 57,513,358 Total 1,142,061,477 65,513,358 |
Revenue recognition | Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Cost of revenue Cost of revenue includes the inventory purchased from a related party. |
Inventory | Inventories, consisting of products available for sale, are primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As of December 31, 2022, and 2021, the Company determined that no reserve was required. |
Stock-based compensation | The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant. |
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 as of December 31, 2022, and 2021, measured at fair value on a recurring basis: Fair Value Measurements as of December 31, 2022, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 42 $ 42 $ - $ - Liabilities Derivative liabilities $ 686,856 $ - $ - $ 686,856 Fair Value Measurements as of December 31, 2021, Using: Total Carrying Value as of December 31, 2021 Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Equity Securities $ 190 $ 190 $ - $ - Liabilities Derivative liabilities $ 557,042 $ - $ - $ 557,042 |
Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Concentration of credit risk | Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high credit ratings. |
Income taxes | The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more- likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. |
Recent Accounting Pronouncements | In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Schedule of Common Stock Equivalents of Diluted Net Loss Pes Shares | December 31, December 31, 2022 2020 (Shares) (Shares) Series A Preferred Stock 8,000,000 8,000,000 Convertible notes 1,134,061,477 57,513,358 Total 1,142,061,477 65,513,358 |
Schedule of Fair Value of Measurements of Assets on Recurring Basis | Fair Value Measurements as of December 31, 2022, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities $ 42 $ 42 $ - $ - Liabilities Derivative liabilities $ 686,856 $ - $ - $ 686,856 Fair Value Measurements as of December 31, 2021, Using: Total Carrying Value as of December 31, 2021 Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (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) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, December 31, 2022 2021 Accounts payable $ 6,939 $ 1,750 Accrued salary 300,000 166,666 Accrued interest 101,966 68,341 Accrued liabilities 1,015 10,993 $ 409,920 $ 247,750 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES | |
Schedule of Convertible Notes | December 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 - 105,450 Convertible Notes - issued fiscal year 2022 78,440 - Total convertible notes payable 389,440 416,450 Less: Unamortized debt discount (7,647 ) (13,333 ) Total convertible notes 381,793 403,117 Less: current portion of convertible notes 381,793 403,117 Long-term convertible notes $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITIES | |
Schedule of Estimated Fair Values of Liabilities Measured on Recurring Basis | Year ended Year ended December 31, December 31, 2022 2021 Expected term 0.06 - 0.51 years 0.02- 0.51 years Expected average volatility 72% - 164% 128% - 315% Expected dividend yield - - Risk-free interest rate 0.17% - 4.72% 0.03% - 0.07% |
Summary of Changes in Derivative Liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 827,119 Addition of new derivatives recognized as debt discounts 205,000 Addition of new derivatives recognized as loss on derivatives 153,697 Settled on issuance of common stock (565,296 ) (Gain) loss on change in fair value of the derivative (63,478 ) Balance - December 31, 2021 $ 557,042 Addition of new derivatives recognized as debt discounts 217,000 Addition of new derivatives recognized as loss on derivatives 59,414 Settled on issuance of common stock (271,587 ) (Gain) loss on change in fair value of the derivative 124,987 Balance - December 31, 2022 $ 686,856 |
Schedule of Loss on Derivatives | Years Ended December 31, 2022 2021 Day one loss due to derivative liabilities on convertible notes $ 59,414 $ 153,697 (Gain) loss on change in fair value of the derivative liabilities 124,987 (63,478 ) $ 184,401 $ 90,219 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
Schedule of Estimated Fair Values of Warrant Measured on Recurring Basis | Year Ended December 31, 2022 Expected term 2.00 years Expected average volatility 235 % Expected dividend yield - Risk-free interest rate 1.31 % |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROVISION FOR INCOME TAXES | |
Schedule of Statutory Fedral Income Tax Rate | December 31, December 31, 2022 2021 Net operating loss $ (99,116 ) $ (155,988 ) Valuation allowance 99,116 155,988 Income tax expense per books $ - $ - |
Schedule of Net Deferred Tax | December 31, December 31, 2022 2021 NOL Carryover $ 525,212 $ 426,096 Valuation allowance (525,212 ) (426,096 ) Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT POLICI_4
SUMMARY OF SIGNIFICANT POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive securities excluded from computation of earnings per share | 1,142,061,477 | 65,513,358 |
Convertible Notes Payable [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,134,061,477 | 57,513,358 |
Series A Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 8,000,000 | 8,000,000 |
SUMMARY OF SIGNIFICANT POLICI_5
SUMMARY OF SIGNIFICANT POLICIES (Details 1 ) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Equity Securities | $ 42 | $ 190 |
Derivative liabilities | 686,856 | 557,042 |
Fair Value, Inputs, Level 2 [Member] | ||
Equity Securities | 0 | 0 |
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Equity Securities | 0 | 0 |
Derivative liabilities | 686,856 | 557,042 |
Fair Value, Inputs, Level 1 [Member] | ||
Equity Securities | 42 | 190 |
Derivative liabilities | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT POLICI_6
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT POLICIES | ||
Cash and cash equivalents | $ 25,405 | $ 82,936 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Dec. 31, 2022 USD ($) |
GOING CONCERN | |
Accumulated deficit | $ (7,551,179) |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable securities | $ 42 | $ 190 |
Hemp Inc [Member] | ||
Equity securities held | 105,736 | 105,736 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable | $ 6,939 | $ 1,750 |
Accrued salary | 300,000 | 166,666 |
Accrued interest | 101,966 | 68,341 |
Accrued liabilities | 1,015 | 10,993 |
Accounts Payable And Accrued Liabilities | $ 409,920 | $ 247,750 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Total convertible notes payable | $ 389,440 | $ 416,450 |
Less: Unamortized debt discount | (7,647) | (13,333) |
Total convertible notes | 381,793 | 403,117 |
Less: current portion of convertible notes | 381,793 | 403,117 |
Long-term convertible notes | 0 | 0 |
Issued fiscal year 2022 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 78,440 | 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 | $ 0 | $ 105,450 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Debt discount | $ 217,000 | $ 205,000 | |
Derivative loss | 59,414 | 153,697 | |
Amortization of debt discount | 239,186 | 216,931 | |
Interest expenses | 49,402 | 53,660 | |
Settled on issuance of common stock | 271,587 | 565,296 | |
value Assigned of derivatives liabilities | 276,414 | 358,697 | |
Accrued interest | 100,919 | 63,100 | |
Principal amount of convertible notes | 238,510 | 271,050 | |
Accrued interest of convertible notes | $ 11,582 | $ 20,281 | |
Convertible shares of common stock | 201,734,985 | 28,580,228 | |
Accrued interest | $ 1,015 | $ 10,993 | |
Convertible Notes Payable [Member] | |||
Principal amount of convertible notes | $ 211,500 | $ 222,500 | $ 426,000 |
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 | $ 195,000 | $ 205,000 | $ 426,000 |
Debt instrument converted amount | $ 22,210 | ||
Debt instrument converted amount shares issued | 17,787,355 | 107,000 | |
Convertible debt term | 1 year | 1 year | 2 years |
Annual interest rates | 10% | 10% | 12% |
Debt Instrument, Convertible, Terms of Conversion Feature | Convertible at 180 days from issuance | Convertible at 180 days from issuance | Convertible at the option of the holders at any time |
Unpaid principal amount | $ 172,050 | ||
Accrued interest | $ 6,200 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected dividend yield | 0% | 0% |
Expected average volatility | 235% | |
Risk-free interest rate | 1.31% | |
Minimum [Member] | ||
Expected term | 21 days | 7 days |
Expected average volatility | 72% | 128% |
Risk-free interest rate | 0.17% | 0.03% |
Maximum [Member] | ||
Expected term | 6 months 3 days | 6 months 3 days |
Expected average volatility | 164% | 315% |
Risk-free interest rate | 4.72% | 0.07% |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
DERIVATIVE LIABILITIES | ||
Beginnig Balance | $ 557,042 | $ 827,119 |
Addition of new derivatives recognized as debt discounts | 217,000 | 205,000 |
Addition of new derivatives recognized as loss on derivatives | 59,414 | 153,697 |
Settled on issuance of common stock | (271,587) | (565,296) |
(Gain) loss on change in fair value of the derivative | 124,987 | (63,478) |
Ending Balance | $ 686,856 | $ 557,042 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
DERIVATIVE LIABILITIES | ||
Day one loss due to derivative liabilities on convertible notes | $ 59,414 | $ 153,697 |
Loss on change in fair value of the derivative liabilities | 124,987 | (63,478) |
Aggregate (gain) loss on derivatives | $ 184,401 | $ 90,219 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
Expected term | 2 years |
Expected average volatility | 235% |
Expected dividend yield | 0% |
Risk-free interest rate | 1.31% |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 06, 2022 | Feb. 06, 2020 | Jan. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2023 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Shares Issued of common stock | 201,734,985 | 28,580,228 | ||||
Conversion of debt | $ 521,679 | $ 856,627 | ||||
Stock issued for service, shares | 1,000,000 | |||||
Stock issued for service, value | $ 163,900 | |||||
Common stock cancelled shares | 352,390 | |||||
Preferred stock, shares par value | $ 0.001 | $ 0.0001 | ||||
Common stock, shares outstanding | 252,554,765 | 50,819,780 | ||||
Common stock, shares issued | 252,554,765 | 50,819,780 | ||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 1,250,000,000 | |||
Exercise price | $ 0.006 | |||||
Common stock, shares issuable | 10,000 | 10,000 | ||||
Fair value of shares granted | $ 5,429 | $ 184,401 | $ 90,219 | |||
Issuance Series A preferred stock for license fee | $ 0 | $ 193,500 | ||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | ||||
Related party debt settlement | $ 75,000 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 4,000,000 | 5,000,000 | 4,000,000 | 4,000,000 | ||
Common stock shares issused upon conversion of debt | 1,000,000 | |||||
Issuance Series A preferred stock for license fee | $ 193,500 | |||||
Preferred stock, shares par value | $ 0.001 | |||||
Conversion common rights | at a 5:1 ratio | |||||
Preferred stock, shares issued | 1,600,000 | 1,600,000 | ||||
Related party debt settlement | $ 75,000 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | 6,000,000 | |||
Preferred stock, shares par value | $ 0.0001 | |||||
Conversion common rights | at a 10:1 ratio | |||||
Preferred stock, shares issued | 0 | 0 | ||||
Common Stocks [Member] | ||||||
Common stock, shares outstanding | 252,544,765 | 50,809,780 | ||||
Common stock, shares issued | 252,544,765 | 50,809,780 | ||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | |||
Common stock, shares granted | 1,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Rate of interest | 4% | |
Repayment of notes payable - related party | $ 25,272 | $ 20,000 |
Notes payable- related party noncurrent | 8,444 | 33,716 |
Interest amount | 533 | 1,803 |
Related party debt settlement | 75,000 | |
Notes payable - accrued interest | 1,047 | 5,241 |
Accrued salary payable | 133,334 | 213,333 |
Settlement amount | 24,000 | |
Loss on settlement of debt | 0 | (51,000) |
Accrued salary | 300,000 | 166,666 |
May 31, 2021 | Charles Townsend Chief Operating Officer | ||
Annual salary | $ 100,000 | |
Contract terms period | 12 years | |
May 31, 2021 | Robert Ellis, President Member | ||
Annual salary | $ 100,000 | |
Contract terms period | 12 years | |
Accrued salary payable | $ 10,000 | |
May 31, 2021 | Ronald Lambrecht, Chief Financial Officer Member | ||
Annual salary | $ 80,000 | |
Contract terms period | 12 years | |
Termination compensation | $ 1,000 | |
Accrued salary payable | 46,667 | |
Debts forgiveness - related party | 46,667 | |
January 1, 2021 [Member] | Restricted Stock Units (RSUs) [Member] | Employment Agreement [Member] | President [Member] | ||
Issuance of share | 100,000 | |
Series A Preferred Stock [Member] | ||
Related party debt settlement | $ 75,000 | |
Series A preferred stock issued for settlement of debt - related party, shares | 600,000 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROVISION FOR INCOME TAXES | ||
Net operating loss | $ (99,116) | $ (155,988) |
Valuation allowance | 99,116 | 155,988 |
Income tax expense per books | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_2
PROVISION FOR INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
PROVISION FOR INCOME TAXES | ||
NOL Carryover | $ 525,212 | $ 426,096 |
Valuation allowance | (525,212) | (426,096) |
Net deferred tax asset | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_3
PROVISION FOR INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
PROVISION FOR INCOME TAXES | |
Cumulative tax effect rate | 21% |
Statutory federal income tax rate | 21% |
Net operating loss carry forwards | $ 2,501,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 07, 2023 | Dec. 31, 2021 | |
SUBSEQUENT EVENT (Details Narrative) | |||
Articles of incorporation description | On March 7, 2023, the Company amended its articles of incorporation to increase its authorized common shares from 750,000,000 to 1,250,000,000; this increase will be effective March 27, 2022 | ||
Common stock, shares authorized | 750,000,000 | 1,250,000,000 | 750,000,000 |