Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | GREENWAVE TECHNOLOGY SOLUTIONS, INC. |
Entity Central Index Key | 0001589149 |
Entity Tax Identification Number | 46-2612944 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 277 Suburban Drive |
Entity Address, City or Town | Suffolk |
Entity Address, State or Province | VA |
Entity Address, Postal Zip Code | 23434 |
City Area Code | 757 |
Local Phone Number | 966-1432 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Danny Meeks |
Entity Address, Address Line Two | Chief Executive Officer |
Entity Address, Address Line Three | 277 Suburban Drive |
Entity Address, City or Town | Suffolk |
Entity Address, State or Province | VA |
Entity Address, Postal Zip Code | 23434 |
City Area Code | 757 |
Local Phone Number | 966-1432 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 2,958,293 | $ 1,485 |
Inventories | 381,002 | |
Prepaid expenses | 97,132 | |
Total current assets | 3,339,295 | 98,617 |
Property and equipment, net | 2,905,037 | |
Operating lease right of use assets, net - related-party | 3,479,895 | |
Operating lease right of use assets, net | 140,628 | |
Licenses, net | 20,742,150 | |
Customer list, net | 2,183,025 | |
Intellectual property, net | 2,884,200 | |
Goodwill | 2,499,753 | |
Security deposit | 3,587 | |
Total assets | 38,177,570 | 98,617 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,773,894 | 4,948,890 |
Accrued payroll and related expenses | 4,001,470 | 3,864,055 |
Contract liabilities | 25,000 | |
Advances | 97,000 | 88,187 |
Non-convertible notes payable, current portion, net of unamortized debt discount of $11,724 and $0, respectively | 228,276 | 159,520 |
Derivative liabilities | 44,024,242 | 25,475,514 |
Convertible notes payable, net of unamortized debt discount of $31,255,497 and $0, respectively | 6,459,469 | 3,186,303 |
Due to related parties | 122,865 | |
Operating lease obligations, current portion - related-party | 1,427,618 | |
Operating lease obligations, current portion | 288,108 | |
Environmental remediation | 22,207 | |
Total current liabilities | 59,470,149 | 37,722,469 |
Operating lease obligations, less current portion - related-party | 1,987,752 | |
Operating lease obligations, less current portion | 43,020 | |
Non-convertible notes payable, net of unamortized debt discount of $289 and $0, respectively | 24,711 | 60,000 |
PPP note payable | 50,000 | |
Total liabilities | 61,525,632 | 37,832,469 |
Commitments and contingencies (See Note 9) | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 1,200,000,000 and 500,000,000 shares authorized; 3,331,916 and 1,661,431 shares issued and outstanding, respectively | 3,332 | 1,661 |
Common stock to be issued, 8,500 and 3,024,604 shares, respectively | 8 | 3,025 |
Additional paid in capital | 275,058,282 | 284,420,948 |
Discount on preferred stock | (20,973,776) | |
Accumulated deficit | (298,409,685) | (301,185,712) |
Total stockholders’ deficit | (23,348,062) | (37,733,852) |
Total liabilities and stockholders’ deficit | 38,177,570 | 98,617 |
Series X Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | ||
Series Y Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 1 | |
Series Z Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 1 | |
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 1 | |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Unamortized debt discount, current | $ 31,255,497 | $ 0 |
Unamortized debt discount, noncurrent | $ 289 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 500,000,000 |
Commom stock, shares issued | 3,331,916 | 1,661,431 |
Commom stock, shares outstanding | 3,331,916 | 1,661,431 |
Common stock, shares to be issued | 8,500 | 3,024,604 |
Series X Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, stated value | $ 20,000 | $ 20,000 |
Preferred stock shares issued | 0 | 16.05 |
Preferred stock shares outstanding | 0 | 16.05 |
Series Y Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, stated value | $ 20,000 | |
Preferred stock shares issued | 0 | 654.781794 |
Preferred stock shares outstanding | 0 | 654.781794 |
Series Z Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 20,000 | $ 20,000 |
Preferred stock shares issued | 500 | 0 |
Preferred stock shares outstanding | 500 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares issued | 0 | 1,000 |
Preferred stock shares outstanding | 0 | 1,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Non-Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | $ 11,724 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 8,098,036 | $ 6,964 |
Cost of Revenues | 5,238,482 | 1,283 |
Gross Profit | 2,859,554 | 5,681 |
Operating Expenses: | ||
Advertising | 33,595 | 58,961 |
Payroll and related expense | 1,541,773 | 303,850 |
Rent, utilities and property maintenance ($477,140 and $0, respectively, to related party) | 605,480 | 10,802 |
Environmental remediation expense | 17,962 | |
Hauling and equipment maintenance | 513,928 | |
Depreciation and amortization expense | 888,781 | |
Consulting, accounting and legal | 395,901 | 684,422 |
Other general and administrative expenses | 1,789,698 | 107,857 |
Total Operating Expenses | 5,787,118 | 1,165,892 |
Loss From Operations | (2,927,564) | (1,160,211) |
Other Income (Expense): | ||
Interest expense | (10,561,789) | (5,139,321) |
Change in derivative liability for authorized shares shortfall | (171,343,164) | (170,319,590) |
Change in fair value of derivative liabilities | 300,885 | (451,351) |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | 182,160,381 | 162,109,131 |
Gain on forgiveness of debt | 739,710 | 250,000 |
Gain (loss) on conversion of convertible notes | (880) | 882 |
Total Other Income (Expense) | 1,295,143 | (13,550,249) |
Net Loss Before Income Taxes | (1,632,421) | (14,710,460) |
Provision for Income Taxes (Benefit) | ||
Net Loss | (1,632,421) | (14,710,460) |
Deemed dividend resulting from amortization of preferred stock discount | (34,798,923) | (1,074,539) |
Deemed dividend resulting from redemption of Series X shares | 3,326,237 | |
Deemed dividend resulting from redemption of Series Y shares | 35,881,134 | |
Deemed dividend from warrant price protection | (95,838,488) | |
Net Income (Loss) Available to Common Stockholders | $ 2,776,027 | $ (111,623,487) |
Net Income (Loss) Per Common Share: | ||
Basic | $ 0.57 | $ (23.99) |
Diluted | $ 0.36 | $ (23.99) |
Weighted Average Common Shares Outstanding: | ||
Basic | 4,848,574 | 4,652,129 |
Diluted | 8,199,137 | 4,652,129 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Operating expense related party | $ 477,140 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series X Preferred Stock [Member]Preferred Stock [Member] | Series Y Preferred Stock [Member]Preferred Stock [Member] | Series Z Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Discount On Preferred Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ 1,296 | $ 3,149 | $ 152,688,853 | $ (189,562,225) | $ (36,868,926) | ||||
Balance, shares at Dec. 31, 2019 | 1,000 | 1,296,566 | 3,148,871 | |||||||
Issuance of common shares previously to be issued | $ 124 | $ (124) | ||||||||
Issuance of common shares previously to be issued, shares | 123,867 | (123,867) | ||||||||
Common shares issued upon conversion of convertible notes | $ 241 | 370,514 | 370,755 | |||||||
Common shares issued upon conversion of convertible notes, shares | 241,228 | |||||||||
Common shares contributed back to the Company and promptly retired | ||||||||||
Common shares contributed back to the Company and promptly retired, shares | (230) | |||||||||
Recission of warrants exercised in prior year | (6,000) | (6,000) | ||||||||
Recission of warrants exercised in prior year, shares | (400) | |||||||||
Deemed dividend related to warrant price protection | 95,838,488 | (95,838,488) | ||||||||
Convertible note issued to CFO with BCF | 64,143 | 64,143 | ||||||||
Sale of Series X preferred shares | 321,000 | 321,000 | ||||||||
Sale of Series X preferred shares, shares | 16.05 | |||||||||
BCF recognized upon issuance of Series X preferred shares | 454,200 | (454,200) | ||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants | $ 1 | 13,095,635 | 13,095,636 | |||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants, shares | 654.781794 | |||||||||
BCF recognized upon issuance of Series Y preferred shares | 21,594,115 | (21,594,115) | ||||||||
Deemed dividend resulting from amortization of preferred stock discount | 1,074,539 | (1,074,539) | ||||||||
Net loss | (14,710,460) | (14,710,460) | ||||||||
Ending balance, value at Dec. 31, 2020 | $ 1 | $ 1 | $ 1,661 | $ 3,025 | 284,420,948 | (20,973,776) | (301,185,712) | (37,733,852) | ||
Balance, shares at Dec. 31, 2020 | 16.05 | 654.781794 | 1,000 | 1,661,431 | 3,024,604 | |||||
Issuance of common shares previously to be issued | $ 4 | $ (4) | ||||||||
Issuance of common shares previously to be issued, shares | 3,355 | (3,355) | ||||||||
Common shares issued upon conversion of convertible notes | $ 15 | 132,987 | 133,002 | |||||||
Common shares issued upon conversion of convertible notes, shares | 14,828 | |||||||||
Sale of Series X preferred shares | 200,000 | 200,000 | ||||||||
Sale of Series X preferred shares, shares | 10 | |||||||||
BCF recognized upon issuance of Series X preferred shares | 2,852,500 | (2,852,500) | ||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants | 1,314,678 | 1,314,678 | ||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants, shares | 65.733880 | |||||||||
BCF recognized upon issuance of Series Y preferred shares | 10,972,647 | (10,972,647) | ||||||||
Deemed dividend resulting from amortization of preferred stock discount | 34,798,923 | (34,798,923) | ||||||||
Net loss | (1,632,421) | (1,632,421) | ||||||||
Issuance of common shares for services rendered | $ 7 | 166,848 | 166,855 | |||||||
Issuance of common shares for services rendered, shares | 7,252 | |||||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement | $ (5) | (10,995) | (11,000) | |||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement, shares | (4,950) | |||||||||
Series Z preferred shares issued as equity kicker for note payable | 867,213 | 867,213 | ||||||||
Series Z preferred shares issued as equity kicker for note payable, shares | 250 | |||||||||
Series Z preferred shares issued as part of settlement agreement | $ 1 | 6,530,867 | 6,530,868 | |||||||
Series Z preferred shares issued as part of settlement ageement, shares | 250 | |||||||||
Common shares issued in business combination | $ 1,650 | 18,412,350 | 18,414,000 | |||||||
Common shares issued in business combination, shares | 1,650,000 | |||||||||
Common shares to be issued canceled for no consideration | $ (3,013) | 3,013 | ||||||||
Common shares to be issued canceled for no consideration, shares | (3,012,749) | |||||||||
Redemption of Series X preferred shares | (501,463) | (501,463) | ||||||||
Redemption of Series X preferred shares, shares | (26.05) | |||||||||
Deemed dividend resulting from redemption of Series X preferred shares | (3,326,237) | 3,326,237 | ||||||||
Redemption of Series Y preferred shares | $ (1) | (11,095,941) | (11,095,942) | |||||||
Redemption of Series Y preferred shares, shares | (720.515674) | |||||||||
Deemed dividend resulting from redemption of Series Y preferred shares | (35,881,134) | 35,881,134 | ||||||||
Series C preferred shares contributed back to the Company and promptly retired | $ (1) | 1 | ||||||||
Series C preferred shares contributed back to the Company and promptly retired, shares | (1,000) | |||||||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 3,332 | $ 8 | $ 275,058,282 | $ (298,409,685) | $ (23,348,062) | ||||
Balance, shares at Dec. 31, 2021 | 500 | 3,331,916 | 8,500 |
Consolidated Statements of Cash
Consolidated Statements of CashFlows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,632,421) | $ (14,710,460) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 888,781 | |
Impairments recognized on property and equipment | 388,877 | |
Amortization of right of use assets | 22,436 | |
Amortization of right of use assets, related-party | 373,640 | |
Change in fair value of derivative liabilities | (300,885) | 451,351 |
Change in derivative liability for authorized shares shortfall | 171,343,164 | 170,319,590 |
Interest and amortization of debt discount | 10,198,924 | 5,139,321 |
(Gain) loss on conversion of convertible notes payable | 880 | (882) |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (182,160,381) | (162,109,131) |
Gain on forgiveness of debt | (739,710) | (250,000) |
Share-based compensation | 166,855 | |
Expenses paid directly by non-convertible noteholder on behalf of company | 158,371 | |
Changes in operating assets and liabilities: | ||
Inventories | (381,002) | |
Prepaid expenses | 97,132 | (95,157) |
Security deposits | (2,437) | |
Accounts payable and accrued expenses | (609,683) | 77,520 |
Accrued payroll and related expenses | 137,415 | 140,005 |
Contract liabilities | 25,000 | |
Principal payments made on operating lease liabilities | (30,544) | |
Principal payments made on operating lease liabilities, related-party | (382,815) | |
Environmental remediation | (48,810) | |
Net cash used in operating activities | (2,487,213) | (1,037,843) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (218,693) | |
Cash acquired in acquisition | 141,027 | |
Net cash used in investing activities | (77,666) | |
Cash flows from financing activities: | ||
Bank overdrafts | (13,749) | |
Proceeds from sale of Series X preferred shares | 200,000 | 321,000 |
Proceeds from issuance of convertible notes payable | 27,585,450 | 637,000 |
Repayments of convertible notes payable as part of settlements | (2,503,300) | |
Proceeds from issuance of non-convertible notes payable | 1,465,053 | 82,911 |
Repayments of non-convertible notes payable | (5,629,455) | (39,641) |
Proceeds from advances | 70,452 | 3,696 |
Repayments of advances | (4,165,973) | (3,009) |
Cash paid in cancelation of common shares and warrants | (26,000) | |
Redemption of Series X preferred shares for cash | (501,463) | |
Redemption of Series Y preferred shares for cash | (11,095,942) | |
Proceeds from advances from related parties | 122,865 | |
Proceeds from PPP note payable | 50,000 | |
Net cash provided by financing activities | 5,521,687 | 1,038,208 |
Net increase in cash | 2,956,808 | 365 |
Cash, beginning of year | 1,485 | 1,120 |
Cash, end of year | 2,958,293 | 1,485 |
Supplemental disclosures of cash flow information: | ||
Cash paid during period for interest | 362,865 | |
Cash paid during period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | 153,155,575 | |
Deemed dividend resulting from redemption of Series Y shares | 35,881,134 | |
Amortization of discount on preferred stock | 34,798,923 | |
Common shares issued in business combination | 18,414,000 | |
Series Z preferred shares issued as part of settlement agreement | 6,530,868 | |
Nonconvertible notes rolled into convertible notes | 5,800,000 | |
Deemed dividend resulting from redemption of Series X shares | 3,326,237 | |
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants | 1,314,678 | 13,095,636 |
Settlement paid directly by CEO on behalf of company | 1,000,000 | |
Series Z preferred shares issued as equity kicker for note payable | 867,213 | |
Increase in right of use assets and operating lease liabilities | 430,638 | |
Expenses paid directly by non-convertible noteholder on behalf of company | 158,371 | |
Common shares issued upon conversion of convertible notes and accrued interest | 133,002 | 370,755 |
Reclassify accrued interest to convertible notes payable | 93,685 | |
Common shares to be issued canceled for no consideration | 3,013 | |
Issuance of common shares previously to be issued | 4 | 124 |
Preferred Series C shares contributed back to the Company for no consideration | 1 | |
Deemed dividend related to warrant price protection | 95,838,488 | |
Amortization of discount on preferred stock | 1,074,539 | |
Reclassify accrued interest to convertible notes payable | 1,049,329 | |
Derivative liability recognized as debt discount on newly issued convertible notes | 573,230 | |
Derivative liability recognized as debt discount on newly issued convertible notes | 528,076 | |
Convertible note payable issued to CFO with BCF | 64,143 | |
Recission of warrants exercised in prior year | $ 6,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 11 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of Empire Services, Inc. and Liverman Metal Recycling, Inc., our wholly owned subsidiaries, and our former wholly-owned subsidiaries DDDigtal, Inc., Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies, Inc., which were each dissolved December 17, 2021. All intercompany transactions were eliminated during consolidation. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2021, the Company had cash of $ 2,958,293 and a working capital deficit (current liabilities in excess of current assets) of $ (56,130,854) . During the year ended December 31, 2021, the net cash used in operating activities was $ (2,487,213) . The accumulated deficit as of December 31, 2021 was $ (298,409,685) . These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements. During the year ended December 31, 2021, the Company received proceeds of $ 27,585,450 1,465,053 70,452 122,865 200,000 Until the Company’s consummation of the Empire acquisition, the Company had experienced net losses and negative cash flows from operations. The Company believes it could generate positive cashflows from operations going forward but in the event its outstanding debt notes are not converted to common stock, the market for recycled metals experiences a sharp downturn, or if it experiences delays in its growth plans, the Company may need to raise additional capital. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2022. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2021 and 2020, the uninsured balances amounted to $ 2,727,928 and $ 0 , respectively. Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under operating leases, see “Note 16 —Leases.” Our property and equipment is pledged as collateral for our Senior Secured Debt, see “Note 11 – Convertible Debt.” Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its customers. Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 18 – Related Party Transactions. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 15 – Leases. Paycheck Protection Program Notes We classified the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation of the Empire acquisition as non-convertible notes. We accrued interest on the PPP notes through the date of forgiveness of the respective notes by the Small Business Administration (“SBA”). On the date of forgiveness of the respective PPP notes by the SBA, the principal and interest due under the PPP notes were recorded as gains on forgiveness of debt. Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 9 – Commitments and Contingencies. Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail customers, processing it, and selling the ferrous and non-ferrous metals to clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of December 31, 2021 and 2020, the Company had a contract liability of $ 25,000 0 Inventories Although we ship the ferrous and non-ferrous metals we purchase to customers multiple times per day, we do maintain inventories. We calculate the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 381,002 0 Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 33,595 58,961 Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 4— Empire Acquisition.” Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using the effective interest method. Beneficial Conversion Features and Deemed Dividends The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock. The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2021 and 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At December 31, 2021 and 2020, the Company had accruals reported on the balance sheet as current liabilities of $ 22,207 0 Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Management expects these contingent environmental-related liabilities to be resolved over the next fiscal year. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years 5 years 10 years 10 years Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31. None of the goodwill is deductible for income tax purposes. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2021 and 2020 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, December 31, 2021 2020 Common shares issuable upon conversion of convertible notes 2,527,144 8,541,605 Options to purchase common shares 92,116 92,116 Warrants to purchase common shares 2,752,941 8,403,603 Common shares issuable upon conversion of preferred stock 822,593 22,364,393 Total potentially dilutive shares 6,194,794 39,401,717 On February 28, 2022 the Company completed 1-for-300 reverse stock split . Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended December 31, 2021 and 2020. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity. Reclassifications Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses). Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 effective January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We are still assessing this standard’s impact on our consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
ACQUSITION OF EMPIRE
ACQUSITION OF EMPIRE | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUSITION OF EMPIRE | NOTE 4 – ACQUSITION OF EMPIRE On September 30, 2021, the Company entered into an agreement and plan of merger to acquire Empire Services, Inc., a Virginia Corporation (the “Empire Acquisition”). The Empire Acquisition became effective upon the filing of the articles of merger with the State Corporation Commission of Virginia on October 1, 2021. Empire, a company headquartered in Virginia, operates 11 metal recycling facilities in Virginia and North Carolina, where it collects, classifies and processes raw scrap metals (ferrous and nonferrous) for recycling, such as iron, steel, aluminum, copper, lead, stainless steel and zinc. Empire’s business consists of purchasing scrap metals from retail customers, municipal governments and large corporations, and selling both processed and unprocessed scrap metals to steel mills and others purchasers across the country. Empire utilizes technology to create operating efficiencies and competitive advantages over other scrap metal recyclers. At the effective time of the Empire Acquisition, each share of Empire’s common stock was converted into the right to receive consideration consisting of: (i) 1,650,000 0.001 1 3.7 September 30, 2023 The merger agreement contains representations, warranties and covenants customary for transactions of this type. Investors in, and security holders of, the Company should not rely on the representations and warranties as characterizations of the actual state of facts since they were made only as of the date of the Empire Acquisition. Moreover, information concerning the subject matter of such representation and warranties may change after the date of the Empire Acquisition, which subsequent information may or may not be fully reflected in public disclosures. On September 30, 2021, the Company entered into an employment agreement with the sole owner of Empire which did not represent additional purchase consideration. The fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October 1, 2021 and on subsequent measurement adjustments as of December 31, 2021. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: SCHEDULE OF BUSINESS ACQUISITION Assets acquired: Cash $ 141,027 Deposits 1,150 Notes receivable – related party 1,515,778 Property and equipment, net 3,224,337 Right of use and other assets 3,585,961 Licenses 21,274,000 Intellectual Property 3,036,000 Customer Base 2,239,000 Goodwill 2,499,753 Total assets acquired at fair value 37,517,046 Liabilities assumed: Accounts payable 845,349 Advances and environmental remediation liabilities 4,143,816 Note payable 5,684,662 Other liabilities 3,729,219 Total liabilities assumed 14,403,046 Net assets acquired 23,114,000 Purchase consideration paid: Common stock 18,414,000 Promissory Note 3,700,000 Promissory Note 1,000,000 Total purchase consideration paid $ 23,114,000 The assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date as adjusted during the measurement period with subsequent changes recognized in earnings or loss. The Company utilized an independent specialist for the valuation of the intangible assets. The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of the beginning of the following periods: SCHEDULE OF BUSINESS ACQUISITION PRO FORMA Year Ended Year Ended Net Revenues $ 27,755,762 $ 12,963,692 Net Income (Loss) Available to Common Shareholders $ 5,233,967 $ (115,372,857 ) Net Basic Earnings (Loss) per Share $ 1.08 $ (24.80 ) Net Diluted Earnings (Loss) per Share $ 0.64 $ (24.80 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company acquired equipment with a purchase price of $ 5,511,568 with accumulated depreciation of $ 2,287,231 . Property and equipment as of December 31, 2021 and December 31, 2020 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Equipment $ $4,816,756 $ 23,987 Subtotal 4,816,756 23,987 Less accumulated depreciation (1,911,719 ) (23,987 ) Property and equipment, net $ 2,905,037 $ - Depreciation expense for the years ended December 31, 2021 and 2020 was $ 149,156 0 388,877 0 |
ADVANCES, NON-CONVERTIBLE NOTES
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE | NOTE 6 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE Advances During the year ended December 31, 2021 and 2020, the Company received aggregate proceeds from non-interest bearing advances of $ 70,452 and $ 3,696 , received forgiveness of advances for $ 0 and $ 250,000 61,639 and $ 3,009 , respectively, of advances. Included in the year ended December 31, 2021 were $ 2,957 of advances from and $ 6,144 of repayments to the Company’s Chief Information Officer and a $ 25,000 settlement payment made by Empire Services, Inc. on behalf of the Company (See Note 18). The remaining advances are primarily for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of December 31, 2021 and December 31, 2020, the Company owed $ 97,000 and $ 88,187 in principal and $ 4,000 and $ 0 in accrued interest, respectively, on advances. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company became liable for merchant cash advances Empire had obtained in the amount of $ 4,975,940 with a carrying value of $ 4,072,799 as of the acquisition date. The advances had final payment dates ranging from November 19, 2020 to March 11, 2022. The advances were secured against the assets of Empire. The Company made payments of $ 4,104,334 towards these advances during the year ended December 31, 2021. There was amortization of debt discount of $ 903,141 from October 1 to December 8, 2021. The Company realized an aggregate gain on the settlement of these advances of $ 871,606 from November 30 to D Non-Convertible Notes Payable During the year ended December 31, 2021 and 2020, the Company received proceeds from the issuance of non-convertible notes of $ 1,465,053 and $ 82,911 , had $ 1,515,778 in intercompany loans eliminated, and repaid an aggregate of $ 5,629,455 and $ 39,641 , respectively, of non-convertible notes. Included in the years ended December 31, 2021 and 2020 were $ 24,647 and $ 20,520 , respectively, of advances from and $ 59,103 and $ 0 of repayments to the Company’s Chief Executive Officer. The $ 5,629,455 in repayments in 2021 was comprised of $ 5,479,288 in payments made towards non-convertible notes assumed in the Empire acquisition, $ 150,167 was towards non-convertible notes Greenwave had outstanding and $ 60,000 was towards the resolution agreement with Sheppard Mullin. On April 17, 2020, the outstanding principal balance of $ 23,500 17,281 79,000 38,219 79,000 63,055 142,055 On May 4, 2020, the Company received proceeds of $ 50,000 May 4, 2022 1 50,000 466 50,466 0 50,000 0 330 On June 4, 2021, one of the holders of a non-convertible note payable for $ 60,000 the due date of the note from June 26, 2022 to June 24, 2023 100,000 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 % and a maturity date of August 5, 2022 . As of October 1, 2021, the note’s principal balance was $ 764,464 , had a carrying value of $ 707,644 , and had accrued interest and penalties of $ 30,330 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 37,800 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 56,820 from October 1 to November 30, 2021. The Company paid $ 730,347 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 34,117 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 % and a maturity date of November 15, 2025 . As of October 1, 2021, the note’s principal balance was $ 524,381 , carrying value was $ 450,268 , and had accrued interest and penalties of $ 7,896 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 9,070 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 74,113 from October 1 to November 30, 2021. The Company paid $ 507,880 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 16,501 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 4.75 % and a maturity date of December 30, 2023 . As of October 1, 2021, the note’s remaining principal balance was $ 1,223,530 . The note was secured by all assets of Empire and property owned by the Company’s Chief Executive Officer. The Company made payments towards the principal and interest of the note of $ 48,000 from October 1 to November 30, 2021. There was an interest expense of $ 11,907 from October 1 to November 30, 2021. The Company paid $ 1,292,024 to settle the note on November 30, 2021. The Company realized a loss on the settlement of this note of $ 69,968 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured, demand promissory note with an interest rate of 4.75 % and a maturity date of January 30, 2024 . As of October 1, 2021, the note’s remaining principal balance was $ 888,555 . Under the terms of the note, any principal amount that was paid off could be reborrowed. The note was secured by all assets Empire and property owned by the Company’s Chief Executive Officer. On October 26, 2021, the Company received additional proceeds of $ 108,000 under the note. The Company made payments towards the principal and interest of the note of $ 23,000 from October 1 to November 30, 2021. There was an interest expense of $ 2,146 from October 1 to November 30, 2021. The Company paid $ 996,554 to settle the note on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for an Economic Injury Disaster Loan (“EIDL”) note with a 3.75 April 19, 2040 500,000 12,501 4,874 5,211 512,838 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 % and a maturity date of September 12, 2024 . As of October 1, 2021, the note’s principal balance was $ 258,815 , had a carrying value of $ 220,657 , and had accrued interest and late fees of $ 4,897 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 6,995 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 38,158 from October 1 to November 30, 2021. The Company paid $ 234,914 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 23,901 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 % and a maturity date of November 5, 2023 . As of October 1, 2021, the note’s principal balance was $ 213,080 , had a carrying value of $ 188,812 , and had accrued interest and penalties of $ 4,186 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 7,610 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 24,898 from October 1 to November 30, 2021. The Company paid $ 195,896 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 17,184 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a Paycheck Protection Program (“PPP”) note with a 1 March 16, 2023 543,000 2,902 1,012 543,275 3,915 547,190 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 % and a maturity date of June 21, 2024 . As of October 1, 2021, the note’s principal balance was $ 493,000 , had a carrying value of $ 431,201 , and had accrued interest and penalties of $ 7,896 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 14,500 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 61,799 from October 1 to November 30, 2021. The Company paid $ 460,453 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 32,547 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 % with a maturity date of June 21, 2024 . As of October 1, 2021, the note’s principal balance was $ 196,875 , had carrying value of $ 172,893 , and had accrued interest and penalties of $ 844 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 5,625 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 23,982 from October 1 to November 30, 2021. The Company paid $ 186,087 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 10,788 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 % and a maturity date of August 23, 2024 . As of October 1, 2021, the note’s principal balance was $ 257,400 , had a carrying value of $ 223,036 , and had accrued interest and penalties of $ 358 . The note was secured by assets of Empire. The Company made payments towards the principal and interest of the note of $ 7,150 from October 1 to November 30, 2021. There was amortization of debt discount on the note of $ 34,364 from October 1 to November 30, 2021. The Company paid $ 239,608 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 17,792 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 % and a maturity date of September 7, 2024 . As of October 1, 2021, the note had a principal balance of $ 154,980 , carrying value of $ 135,420 , and accrued interest and penalties of $ 215 . The note was secured by assets of Empire. There was amortization of debt discount on the note of $ 19,560 from October 1 to November 30, 2021. The Company paid $ 135,523 to settle the note on November 30, 2021. The Company realized a gain on the settlement of this note of $ 19,457 on November 30, 2021. This note was fully satisfied and retired as of December 31, 2021. On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made the October 2021 to March 2022 monthly payments 70,000 192,187 12,013 The following table details the current and long-term principal due under non-convertible notes as of December 31, 2021. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) Non-Convertible Note (subsequently settled) $ 55,000 $ - Non-Convertible Note 5,000 - Sheppard Mullin Resolution Agreement 180,000 25,000 Total Principal of Non-Convertible Notes $ 240,000 $ 25,000 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2021 and 2020, the Company owed accounts payable and accrued expenses of $ 2,773,894 4,948,890 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, Accounts Payable $ 623,557 $ 1,112,994 Credit Cards 126,063 - Accrued Interest 1,880,066 3,691,688 Accrued Expenses 144,208 144,208 Total Accounts Payable and Accrued Expenses $ 2,773,894 $ 4,948,890 |
ACCRUED PAYROLL AND RELATED EXP
ACCRUED PAYROLL AND RELATED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Payroll And Related Expenses | |
ACCRUED PAYROLL AND RELATED EXPENSES | NOTE 8 – ACCRUED PAYROLL AND RELATED EXPENSES The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, 2020, and 2021. As of December 31, 2021 and 2020, the Company owed payroll tax liabilities, including penalties, of $ 4,001,470 3,864,055 |
COMMITMENTS AND CONTINGENCES
COMMITMENTS AND CONTINGENCES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCES | NOTE 9 – COMMITMENTS AND CONTINGENCES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Sheppard Mullin’s Demand for Arbitration On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $ 487,390.73 459,251 On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250 Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. Virginia DEQ Consent Order On June 30, 2021, the Company entered into a Consent Order with the Virginia State Water Control Board. Under the Consent Order, the Company is required to pay a civil penalty of $ 90,000 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred $ 71,017 15,017 56,000 34,983 42,000 22,207 14,000 8,207 Rother Investments’ Petition On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $ 124,750 144,950 100,000 Power Up Lending Group, Ltd. Complaint As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, a former officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof. On April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s former Chief Executive Officer and director, in the total amount of $ 350,551.10 150,000.00 Trawick’s Complaint As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s former Chief Information Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note. On May 4, 2021, Trawick requested that the Clerk of the Court filed for entry an order to dismiss Trawick’s Lawsuit with prejudice. Iroquois Master Fund On June 30, 2021, the Company received an e-mail containing a demand (the “Demand”) for arbitration (the “Arbitration”) at American Arbitration Association in Denver, Colorado, by Iroquois Master Fund Ltd. (“Iroquois”) against the Company, Isaac Dietrich, a former officer and director, and Danny Meeks, the Company’s director, and Empire Services, Inc. (“Empire”). The Demand alleges breach of contract and various related state law claims against the defendants, and sought, inter alia 12 150 Litigation Litigation On July 21, 2021, in response to the Demand, Isaac Dietrich, Danny Meeks, and Empire, filed a complaint (the “Complaint”) against Iroquois in the United States District Court of the Southern District of New York alleging that the aforementioned plaintiffs were not parties to the warrant the Demand based on, and as such, the Demand could not have brought against them. Declaratory relief and injunctive relief were sought in the Complaint. On August 20, 2021, Iroquois submitted an answer with counterclaims stating that Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only. In its answer, Iroquois made allegations substantially similar to the claims made in the Arbitration, asserted defenses, and requested an award in not less than $ 12 Settlement On September 30, 2021, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Iroquois; Dietrich; Meeks; and Empire. Pursuant to the Settlement Agreement, in exchange for terminating any duties owed by the Company to Iroquois under the Warrant, the Company agreed to pay, on its own behalf and on behalf of Dietrich, Meeks, and Empire, one million dollars ($ 1,000,000 0.001 0.001 9.99 1,000,000 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE On December 17, 2018, the Company issued a secured convertible promissory note in the principal amount of $ 2,225,000 225,000 8 22 The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $105.00 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $105.00 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99% In connection with the December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on the closing date pursuant to which the Company granted the investor a security interest in the Collateral (as defined in the Security Agreement). On July 16, 2019, the Company received a notice from the noteholder indicating that events of default had occurred and asserting default penalties of $ 761,330 345,000 178,408 37,000 103,699 1,049,329 13,345 14,828 133,002 118,778 880 2,367,000 2,878,985 1,686,953 5,087,057 7,285,995 0 2,892,330 0 0 0 1,073,809 On January 25, 2019, the Company issued a convertible promissory note in the principal amount of $ 55,000 5,000 July 25, 2019 10 22.50 22.50 4.99 9.99 144,950 18 On December 1, 2021, the Company paid $ 100,000 148,685 32,415 190,132 271,232 0 55,000 0 0 0 92,600 From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 389,000 39,000 5 12 22.50 22.50 4.99 9.99 9,202 0.12 31,180 8,000 33,334 24,826 116,687 168,820 362,027 26.54237 530,847 719,416 719,416 33,000 1,185,200 60.91 1,218,200 936,405 936,405 0 164,174 0 0 0 1,191,998 On November 13, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 108,900 9,900 99,000 12 3.00 In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. 72,600 112,671 9.26353 185,271 301,257 301,257 133,000 4 133,000 36,300 94,617 145,859 240,025 96,250 0 36,300 0 0 0 57,231 On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 110,000 10,000 100,000 12 3.00 In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99% 110,000 123,451 11.67255 233,451 379,600 379,600 0 0 0 0 0 0 In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $1.50 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis 9.99 185,500 300 102,234 123,867 31,137 128 20,844 4,793,113 2,564,325 367.8719 7,357,438 89,648,951 89,648,951 38,500 55,261 3.72667 74,533 3,880,958 3,900,186 0 38,500 0 0 0 54,473 From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $ 700,700 63,700 637,000 12 During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid 3.00 60 330,000 0.30 4.99 2,500,000 9.99 700,700 462,763 58.17315 1,163,463 1,885,194 72,637 1,812,557 0 0 0 0 0 13,844 On December 15, 2020, $ 79,143 64,143 12 15,000 27.00 60 64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $ 64,143 3.20716 64,143 60,971 60,971 0 and $ 0 , net of unamortized debt discount of $ 0 and $ 0 , respectively. As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 0 was outstanding on the note, respectively (See Note 18). On November 29, 2021, the Company entered into a securities purchase agreement with certain institutional investors as purchasers. Pursuant to the securities purchase agreement, the Company sold, and the Investors purchased, approximately $ 37,714,966 27,585,450 4,762,838 2,514,331 36,516,852 6 6 6 months May 30, 2022 0.001 15.00 2,200,000 200,000 2,904,697 The maturity date of the senior notes may be extended by the Company prior to the initial maturity date to November 30, 2022 if no equity conditions failure is occurring. The maturity date of the senior notes also may be extended by the holders under other circumstances specified therein. If the Company is unable to extend the senior notes or elects not to do so, the Company will be required to repay the Senior Notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity. The warrants are exercisable for five ( 5 2,514,331 19.50 Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. The Company does not have enough authorized and unissued common shares to convert all of the convertible promissory notes into common shares. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability (See Note 10). The maturity dates of the convertible notes outstanding at December 31, 2021 are: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal Balance Due May 30, 2022 (may be extended by the Company to November 30, 2022) $ 37,714,966 Total Principal Outstanding $ 37,714,966 As of December 31, 2021 and 2020, the remaining carrying value of the convertible notes was $ 6,459,469 3,186,303 31,225,497 0 192,191 2,483,955 |
DERIVATIVE LIABILITIES AND FAIR
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liabilities And Fair Value Measurements | |
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | NOTE 11 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS Upon the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. During the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 119.33 128.94 0.06 1.56 0.06 2.11 On December 31, 2020, the Company estimated the fair value of the embedded derivatives of $ 25,475,514 0 132.11 0.08 0.13 0.04 2.08 During the year ended December 31, 2021, upon issuance of convertible debt and warrants, the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 110.59 % to 138.73%, (3) risk-free interest rate of 0.07 % to 1.14 %, and (4) expected life of 0.50 to 5.0 years. On December 31, 2021, the Company estimated the fair value of the embedded derivatives of $ 44,024,242 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 136.12 %, (3) risk-free interest rate of 0.19 % to 1.15 %, and (4) expected life of 0.41 to 5.0 years. The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of December 31, 2021, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS December 31, Quoted Prices Significant Significant Derivative liability $ 44,024,242 $ - $ - $ 44,024,242 December 31, Quoted Prices Significant Significant Unobservable Derivative liability $ 25,475,514 $ - $ - $ 25,475,514 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES Balance, December 31, 2019 $ 20,236,870 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 573,230 Transfers out due to conversions of convertible notes and accrued interest into common shares (278,545 ) Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y Preferred Shares (165,826,982 ) Derivative liability due to authorized shares shortfall 170,319,590 Mark to market to December 31, 2020 451,351 Balance, December 31, 2020 $ 25,475,514 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 33,448,287 Transfers out due to conversions of convertible notes and accrued interest into common shares (118,778 ) Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y preferred shares (4,834,911 ) Transfers out due to cash payments made pursuant to settlement agreements (180,988,150 ) Derivative liability due to authorized shares shortfall 171,343,164 Mark to market to December 31, 2021 (300,885 ) Balance, December 31, 2021 $ 44,024,242 Gain on change in derivative liabilities for the year ended December 31, 2021 $ 300,885 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 0.001 Series A On July 2, 2019, the Company authorized the issuance of 6,000 0.001 1,250 15.00 As of December 31, 2021 and 2020, there were 0 A Certificate of Elimination of the Series A convertible preferred stock was filed on December 6, 2021. Series B On June 24, 2019, the Company authorized the issuance of 2,000 0.001 1,250 15.00 As of December 31, 2021 and 2020, there were 0 A Certificate of Elimination of the Series B convertible preferred stock was filed on December 6, 2021. Series C On July 16, 2019, the Company authorized the issuance of 1,000 Series C Preferred Stock, par value $ 0.001 per share. The 1,000 Series C preferred shares are convertible into 3,334 shares of common stock upon the Company listing on a national exchange and other conditions. The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019. As of December 31, 2021 and 2020, there were 0 1,000 On December 16, 2021, the Company’s former Chief Executive Officer forfeited his 1,000 A Certificate of Elimination of the Series C convertible preferred stock was filed on December 16, 2021. Series X On November 23, 2020, the Company authorized the issuance of 100 0.0001 20,000 0.60 From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 321,000 Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $ 454,200 454,200 46,448 407,752 From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000 2,852,500 2,852,500 3,260,252 0 On November 30, 2021 26.05 501,463 , resulting in a negative deemed dividend of $ 3,326,237 . A Certificate of Elimination of the Series X convertible preferred stock was filed on December 10, 2021. As of December 31, 2021 and 2020, there were 0 and 16.05 shares, respectively, of Series X Preferred Stock outstanding. Series Y On December 30, 2020, the Company authorized the issuance of 1,000 0.001 20,000 0.60 From December 23 to December 30, 2020, the Company issued 654.781794 13,095,636 5,775,767 133,608 3,625,237 14,765,624,721 92,934,419 72,892,563 162,132,350 3.20716 64,143 3,172 60,971 60,971 21,594,115 21,594,115 1,028,091 20,566,024 From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $ 96,478 , in exchange for convertible notes payable of $ 38,500 , accrued interest of $ 77,205 , and 437,500 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 2,502,223 , a reduction of derivative liabilities related to the warrants of $ 1,396,283 , and a net gain on settlement of $ 3,917,734 . On May 1, the Company issued 60.91 shares of Series Y Preferred Stock, having a stated value of $ 1,218,200 , in exchange for a convertible note payable of $ 33,000 and accrued interest of $ 1,185,200 . The exchange resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 936,405 , and a net gain on settlement of $ 936,405 . Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2021, the Company recognized an aggregate beneficial conversion feature of $ 10,972,647 upon issuance of the Series Y preferred shares with a $ 10,972,647 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $ 31,538,671 was recognized as a deemed dividend for the year ended December 31, 2021. As of December 31, 2021, unamortized debt discount on Series Y Preferred Stock was $ 0 . On November 30, 2021, the Series Y Preferred Stock were redeemed for $ 11,095,941 , resulting in a negative deemed dividend of $ 35,881,134 . A Certificate of Elimination of the Series Y convertible preferred stock was filed on December 10, 2021. As of December 31, 2021 and 2020, there were 0 654.781794 Series Z On September 30, 2021, the Company authorized the issuance of 500 0.001 20,000 500 19.98 On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $ 1,000,000 8 3,000,000 867,213 On September 30, 2021, an investor owning warrants to purchase 520,834 0.12 5,750,067 1,000,000 6,530,867 1,780,800 The Series Z Preferred Shares are not convertible into shares of common stock until there is sufficient authorized but unissued shares of common stock to satisfy the conversions, thus a derivative liability was not recorded for the shares of common stock underlying the Series Z Preferred Shares. Common Stock The Company is authorized to issue 1,200,000,000 shares of common stock, par value $ 0.001 per share. On January 8, 2020, the Company issued 123,867 On March 7, 2020, a stockholder returned 230 1 During the year ended December 31, 2020, a warrant exercise in 2019, to purchase 400 120 5,880 6,000 During the year ended December 31, 2020, the Company issued an aggregate of 241,228 370,755 92,964 128 278,545 882 Accordingly, common stock was increased by the par value of the common shares issued of $241 and additional paid in capital was increased by $370,514 During the year ended December 31, 2021, the Company issued 14,828 133,002 13,345 118,778 880 During the year ended December 31, 2021, the Company issued 3,355 During the year ended December 31, 2021, an investor owning 4,950 3,238,542 0.12 11,000 5 10,995 74,134,327 74,134,327 During the year ended December 31, 2021, the Company awarded an aggregate of 7,252 166,855 During the year ended December 31, 2021, the Company issued 1,650,000 18,414,000 During the year ended December 31, 2021, the Company retired 3,012,746 3,013 As of December 31, 2021 and 2020, there were 3,331,916 1,661,431 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
WARRANTS | NOTE 13 – WARRANTS From December 23 to December 30, 2020, the Company issued 654.78 13,095,636 5,775,767 133,608 3,625,237 49,215,416 92,934,419 72,892,563 162,132,350 During the year ended December 31, 2020, the Company recorded $ 95,838,488 95,838,488 During the year ended December 31, 2021, the Company issued 4.82388 shares of Series Y preferred stock, having a stated value of $ 96,478 , in exchange for convertible notes payable of $ 38,500 , accrued interest of $ 77,205 , and 437,500 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 2,502,223 , a reduction of derivative liabilities related to the warrants of $ 1,396,283 , and a net gain on settlement of $ 3,917,734 (See Note 11). During the year ended December 31, 2021, an investor owning 4,950 shares of the Company’s common stock and warrants to purchase 3,238,542 common shares at $ 0.12 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $ 11,000 by the Company. The cancelation agreement resulted in a reduction in common stock of $ 1,485 for the par value of the common shares, a reduction in additional paid-in capital of $ 9,515 , and a reduction in the derivative liability of $ 74,134,327 and a gain on settlement of debt of $ 74,134,327 (See Note 11). During the year ended December 31, 2021, an investor owning warrants to purchase 4,166,667 0.12 15,000 95,380,286 95,365,286 During the year ended December 31, 2021, an investor owning warrants to purchase 520,834 0.12 1,000,000 250 6,530,868 5,750,067 1,000,000 6,530,867 1,780,800 During the year ended December 31, 2021, the Company issued warrants to purchase 2,514,351 During the year ended December 31, 2021, the Company issued warrants to purchase 200,000 A summary of the warrant activity for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2019 11,141,255 $ 0.795 2.96 $ 8,791,956 Granted 46,478,847 $ 0.12 Exercised - - Canceled/Exchanged (49,216,499 ) $ 0.12 Outstanding at December 31, 2020 8,403,603 $ 0.327 2.04 $ 14,804,944 Granted 2,714,351 $ 19.50 Exercised - - Canceled/Exchanged (8,365,013 ) $ 0.15 Outstanding at December 31, 2021 2,752,941 $ 19.77 4.86 $ 11,650 Exercisable at December 31, 2021 2,752,941 $ 19.77 4.86 $ 11,650 SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Warrants Weighted Avg. Warrants $ 0.12 834 1.08 834 19.50 2,714,351 4.92 2,714,351 22.50 60.00 37,339 0.91 37,339 120.00 417 0.99 417 2,752,941 4.86 2,752,941 The aggregate intrinsic value of outstanding stock warrants was $ 11,650 14.10 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 14 – STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), and our 2021 Equity Incentive Plan in September 2021 (“2021 Plan” , and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of December 31, 2021, the Company had granted an aggregate of 214,367 167,300 The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. There were no options issued during the years ended December 31, 2021 and 2020. A summary of the stock option activity for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2019 92,116 $ 148.11 7.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2020 92,116 $ 148.11 6.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2021 92,116 $ 148.11 5.49 $ - Exercisable at December 31, 2021 92,116 $ 148.11 5.49 $ - SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Remaining Life Number of Options $ 30.00 75.00 44,368 6.26 44,368 75.01 150.00 6,479 5.26 6,479 150.01 225.00 6,079 4.68 6,079 225.01 300.00 33,133 4.70 33,133 300.01 600.00 2,110 4.60 2,110 92,116 92,116 The aggregate intrinsic value of outstanding stock options was $ 0 14.10 The fair value of all options that were vested as of the year ended December 31, 2021 and 2020 was $ 0 0 0 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 15 – LEASES Property Leases (Operating Leases) The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. The Company determines if an arrangement is a lease at inception and whether they are finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 3,492,531 in ROU assets and $ 3,650,358 in lease liabilities for the leasing of scrap metal yards from an entity controlled by the Company’s Chief Executive Officer. Under the terms of the leases, Empire is required to pay an aggregate of $ 145,821 . The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 . In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 30,699 in ROU assets and $ 31,061 in lease liabilities for an office lease. Under the terms of the lease, Empire is required to pay $ 1,150 March 31, 2024 and Empire was required to make a security deposit of $ 1,150 . The Company does not have an option to extend the lease . The Company cannot sublease any of the properties under the lease agreements. On October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on the first of every year thereafter . The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 . In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. Automobile Leases (Operating Leases) Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 1,666 1,383 Under the terms of the lease, Empire was required to pay $ 700 December 29, 2021 Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 26,804 18,661 Under the terms of the lease, Empire is required to pay $ 750 February 18, 2025 the Company does not have an option to renew or extend Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 34,261 27,757 Under the terms of the lease, Empire is required to pay $ 650 February 15, 2026 the Company does not have an option to renew or extend On December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required to pay $18,000 for the first month and $1,000 per month thereafter for 60 months December 23, 2025 the Company does not have an option to renew or extend ROU assets and liabilities consist of the following: SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITIES December 31, December 31, ROU assets $ 3,620,523 $ - Current portion of lease liabilities $ 1,715,726 $ - Long term lease liabilities, net of current portion 2,030,722 - Total lease liabilities $ 3,746,498 $ - Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2021 were as follows: SCHEDULE OF MINIMUM FUTURE COMMITMENTS Year ended December 31, 2022 $ 2,030,772 2023 2,090,820 2024 31,850 2025 20,550 2026 1,300 Total Minimum Lease Payments $ 4,175,292 Less: Imputed Interest $ (428,794 ) Present Value of Lease Payments $ 3,746,498 Less: Current Portion $ (1,715,726 ) Long Term Portion $ 2,030,722 The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the years ended December 31, 2021 and 2020 was $ 497,177 and $ 10,802 , respectively. At December 31, 2021, the leases had a weighted average remaining lease term of 2 years and a weighted average discount rate of 10.14 |
CONCENTRATIONS OF REVENUE
CONCENTRATIONS OF REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF REVENUE | NOTE 16 – CONCENTRATIONS OF REVENUE The Company has a concentration of customers. For the fiscal year ended December 31, 2021, one customer accounted for $ 6,682,019 , or approximately 83 %, of our revenue. The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17 – INCOME TAXES The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35 21 At December 31, 2021, the Company has available for income tax purposes of approximately $ 82,507,844 in federal and $ 69,144,542 in Colorado state net operating loss carry forward. which begin expiring in the year 2033, that may be used to offset future taxable income . The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2021, the Company has increased the valuation allowance from $ 18,379,120 to $ 21,515,047 . The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization of net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code. In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years. In the event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization. The Company is required to file income tax returns in the U.S. Federal jurisdiction and in California and Colorado. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2015. The Company’s deferred taxes as of December 31, 2021 and 2020 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 52,313 $ 52,313 Amortization 156,072 156,072 Depreciation 1,180 1,180 Interest 1,213,854 1,213,854 Change in Fair Market Value of Derivative Liabilities 279,582 279,582 NOL DTA 19,812,046 16,676,120 Valuation allowance (21,515,047 ) (18,379,120 ) Total gross deferred tax assets - - The Company follows ASC 740-10 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX 2021 2020 Expected tax at statutory rates 21.00 % 21.00 % Nondeductible Expenses (11.72 )% (11.72 )% State Income Tax, Net of Federal benefit 1.51 % 1.59 % Current Year Change in Valuation Allowance (5.83 )% (5.83 )% Prior Deferred True-Ups (5.03 )% (5.03 )% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS During the years ended December 31, 2021 and 2020, the Company received aggregate advances of $ 2,957 3,696 6,144 509 The advances were non-interest bearing and due on demand. As of December 31, 2021, the Company owed $ 0 in advances to the Company’s former Chief Executive Officer (See Note 6). On December 16, 2021, the Company’s former Chief Executive Officer forfeited his 1,000 As of December 31, 2021, the Company leases 11 scrap yard facilities by an entity controlled by the Company’s Chief Executive Officer. During the year ended December 31, 2021, the Company paid rents of $ 477,140 122,866 During the year ended December 31, 2021, the Company’s Chief Executive Officer was reimbursed $ 224,660 24,647 20,520 59,103 0 On September 30, 2021, the Company authorized the issuance of 500 0.001 20,000 500 19.98 On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $ 1,000,000 8 3,000,000 867,213 On December 15, 2020, the Company entered into a settlement agreement (the “Settlement Agreement”) with JDE Development, LLC (“JDE”), a Florida limited liability company wholly-owned and managed by Jesus Quintero, the Company’s former Chief Financial Officer, in connection with the outstanding sum of $ 89,143 due to JDE for the services of Jesus Quintero as the Chief Financial Officer of the Company pursuant to that certain CFO Services Agreement entered into as of April 1, 2018 , by and between the Company and Jesus Quintero. Pursuant to the Settlement Agreement, the Company agreed to pay JDE $ 25,000 (the “Cash Settlement”) and to enter into a convertible note with JDE in the principal amount of $ 64,143 (the “Note”). In addition, both parties agreed, on behalf of themselves, their past and present shareholders, members, directors, employees, managers, parents, affiliates, subsidiaries, principals, officers, related entities, assigns and successors, to irrevocably and fully release each other, and their respective past and present shareholders, members, directors, employees, managers, parents, affiliates, subsidiaries, principals, officers, related entities, assigns and successors, from any and all claims and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever at law or in equity, upon or by reason of any matter, cause or thing of any nature whatsoever, including but not limited to claims related to sums payable by the Company to JDE. In accordance with the Settlement Agreement, (i) on December 23, 2020, the Company paid JDE the Cash Settlement, and (ii) on December 15, 2020, the Company entered into the Note with JDE for a principal amount of $ 64,143 . The Note had a maturity date of June 15, 2021 and accrued interest at a rate of 12 % per annum. The holder has the right to convert the Outstanding Balance of the Note at any time into shares of common stock of the Company at a conversion price of $0.90 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date . The shares of Series Y Preferred Stock are not convertible to the extent that (i) the Company’s Certificate of Incorporation has not been amended to increase the number of authorized shares of Common Stock of the Company, or (ii) the holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.99% by the holder by written notice from such holder to the Company, which notice shall be effective 61 calendar days after the date of such notice) . As a result of the beneficial conversion feature of the Note, debt discount of $ 64,143 64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $ 64,143 , resulting in a reduction in debt discount by $ 60,971 and a loss on settlement of $ 60,971 . As of December 31, 2020, the remaining carrying value of the Note was $ 0 , net of debt discount of $ 0 . As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 0 , respectively, was outstanding on the Note (See Note 10). |
AMORTIZATION OF INTANGIBLE ASSE
AMORTIZATION OF INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
AMORTIZATION OF INTANGIBLE ASSETS | NOTE 19 – AMORTIZATION OF INTANGIBLE ASSETS All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 Gross carrying amount Accumulated amortization Carrying value Estimated useful life Intellectual Property $ 3,036,000 $ (151,800 ) $ 2,884,200 5 Customer List 2,239,000 (55,975 ) 2,183,025 10 Licenses 21,274,000 (531,850 ) 20,742,150 10 Total finite-lived intangibles 26,549,000 (739,625 ) 25,809,375 Total intangible assets, net $ 26,549,000 $ (739,625 ) $ 25,809,375 The weighted-average amortization period for intangible assets we acquired during the year ended December 31, 2021 was approximately 9.43 no Amortization expense for intangible assets was $ 739,625 0 SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES Year ended December 31, 2022 $ 2,958,500 2023 2,958,500 2024 2,958,000 2025 2,958,000 2026 2,806,700 Thereafter 11,168,675 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS On January 24, 2022, the Company entered into leasing agreements for 3,521 approximately five years 3,668 The Company does not have an option to extend the lease Effective February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3% on January 1, 2023 January 1, 2024 the Company has two options to extend the lease by 5 On February 28, 2022, the Company effectuated a 1-for-300 reverse stock split . The 994,871,337 Common Shares issued and outstanding prior to the Consolidation was reduced to 3,331,916 Common Shares issued and outstanding following the Consolidation. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended December 31, 2021 and 2020. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity. From January 1 to April 13, 2022, the Company issued 6,500 shares recorded as to be issued for services rendered on December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Cash | Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2021 and 2020, the uninsured balances amounted to $ 2,727,928 and $ 0 , respectively. |
Property and Equipment, net | Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under operating leases, see “Note 16 —Leases.” Our property and equipment is pledged as collateral for our Senior Secured Debt, see “Note 11 – Convertible Debt.” |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its customers. |
Related Party Transactions | Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 18 – Related Party Transactions. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 15 – Leases. |
Paycheck Protection Program Notes | Paycheck Protection Program Notes We classified the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation of the Empire acquisition as non-convertible notes. We accrued interest on the PPP notes through the date of forgiveness of the respective notes by the Small Business Administration (“SBA”). On the date of forgiveness of the respective PPP notes by the SBA, the principal and interest due under the PPP notes were recorded as gains on forgiveness of debt. |
Commitments and Contingencies | Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 9 – Commitments and Contingencies. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail customers, processing it, and selling the ferrous and non-ferrous metals to clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of December 31, 2021 and 2020, the Company had a contract liability of $ 25,000 0 |
Inventories | Inventories Although we ship the ferrous and non-ferrous metals we purchase to customers multiple times per day, we do maintain inventories. We calculate the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 381,002 0 |
Advertising | Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 33,595 58,961 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. |
Income Taxes | Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. |
Business Combinations | Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 4— Empire Acquisition.” |
Convertible Instruments | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using the effective interest method. |
Beneficial Conversion Features and Deemed Dividends | Beneficial Conversion Features and Deemed Dividends The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock. The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2021 and 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. |
Environmental Remediation Liability | Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At December 31, 2021 and 2020, the Company had accruals reported on the balance sheet as current liabilities of $ 22,207 0 Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Management expects these contingent environmental-related liabilities to be resolved over the next fiscal year. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years 5 years 10 years 10 years |
Indefinite Lived Intangibles and Goodwill | Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. |
Goodwill | Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31. None of the goodwill is deductible for income tax purposes. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2021 and 2020 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, December 31, 2021 2020 Common shares issuable upon conversion of convertible notes 2,527,144 8,541,605 Options to purchase common shares 92,116 92,116 Warrants to purchase common shares 2,752,941 8,403,603 Common shares issuable upon conversion of preferred stock 822,593 22,364,393 Total potentially dilutive shares 6,194,794 39,401,717 On February 28, 2022 the Company completed 1-for-300 reverse stock split . Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended December 31, 2021 and 2020. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 effective January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We are still assessing this standard’s impact on our consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, December 31, 2021 2020 Common shares issuable upon conversion of convertible notes 2,527,144 8,541,605 Options to purchase common shares 92,116 92,116 Warrants to purchase common shares 2,752,941 8,403,603 Common shares issuable upon conversion of preferred stock 822,593 22,364,393 Total potentially dilutive shares 6,194,794 39,401,717 |
ACQUSITION OF EMPIRE (Tables)
ACQUSITION OF EMPIRE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION | The fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October 1, 2021 and on subsequent measurement adjustments as of December 31, 2021. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: SCHEDULE OF BUSINESS ACQUISITION Assets acquired: Cash $ 141,027 Deposits 1,150 Notes receivable – related party 1,515,778 Property and equipment, net 3,224,337 Right of use and other assets 3,585,961 Licenses 21,274,000 Intellectual Property 3,036,000 Customer Base 2,239,000 Goodwill 2,499,753 Total assets acquired at fair value 37,517,046 Liabilities assumed: Accounts payable 845,349 Advances and environmental remediation liabilities 4,143,816 Note payable 5,684,662 Other liabilities 3,729,219 Total liabilities assumed 14,403,046 Net assets acquired 23,114,000 Purchase consideration paid: Common stock 18,414,000 Promissory Note 3,700,000 Promissory Note 1,000,000 Total purchase consideration paid $ 23,114,000 |
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA | The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of the beginning of the following periods: SCHEDULE OF BUSINESS ACQUISITION PRO FORMA Year Ended Year Ended Net Revenues $ 27,755,762 $ 12,963,692 Net Income (Loss) Available to Common Shareholders $ 5,233,967 $ (115,372,857 ) Net Basic Earnings (Loss) per Share $ 1.08 $ (24.80 ) Net Diluted Earnings (Loss) per Share $ 0.64 $ (24.80 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Equipment $ $4,816,756 $ 23,987 Subtotal 4,816,756 23,987 Less accumulated depreciation (1,911,719 ) (23,987 ) Property and equipment, net $ 2,905,037 $ - |
ADVANCES, NON-CONVERTIBLE NOT_2
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE | The following table details the current and long-term principal due under non-convertible notes as of December 31, 2021. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) Non-Convertible Note (subsequently settled) $ 55,000 $ - Non-Convertible Note 5,000 - Sheppard Mullin Resolution Agreement 180,000 25,000 Total Principal of Non-Convertible Notes $ 240,000 $ 25,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, Accounts Payable $ 623,557 $ 1,112,994 Credit Cards 126,063 - Accrued Interest 1,880,066 3,691,688 Accrued Expenses 144,208 144,208 Total Accounts Payable and Accrued Expenses $ 2,773,894 $ 4,948,890 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES | The maturity dates of the convertible notes outstanding at December 31, 2021 are: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal Balance Due May 30, 2022 (may be extended by the Company to November 30, 2022) $ 37,714,966 Total Principal Outstanding $ 37,714,966 |
DERIVATIVE LIABILITIES AND FA_2
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liabilities And Fair Value Measurements | |
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS | Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS December 31, Quoted Prices Significant Significant Derivative liability $ 44,024,242 $ - $ - $ 44,024,242 December 31, Quoted Prices Significant Significant Unobservable Derivative liability $ 25,475,514 $ - $ - $ 25,475,514 |
SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES | The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES Balance, December 31, 2019 $ 20,236,870 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 573,230 Transfers out due to conversions of convertible notes and accrued interest into common shares (278,545 ) Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y Preferred Shares (165,826,982 ) Derivative liability due to authorized shares shortfall 170,319,590 Mark to market to December 31, 2020 451,351 Balance, December 31, 2020 $ 25,475,514 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 33,448,287 Transfers out due to conversions of convertible notes and accrued interest into common shares (118,778 ) Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y preferred shares (4,834,911 ) Transfers out due to cash payments made pursuant to settlement agreements (180,988,150 ) Derivative liability due to authorized shares shortfall 171,343,164 Mark to market to December 31, 2021 (300,885 ) Balance, December 31, 2021 $ 44,024,242 Gain on change in derivative liabilities for the year ended December 31, 2021 $ 300,885 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2019 11,141,255 $ 0.795 2.96 $ 8,791,956 Granted 46,478,847 $ 0.12 Exercised - - Canceled/Exchanged (49,216,499 ) $ 0.12 Outstanding at December 31, 2020 8,403,603 $ 0.327 2.04 $ 14,804,944 Granted 2,714,351 $ 19.50 Exercised - - Canceled/Exchanged (8,365,013 ) $ 0.15 Outstanding at December 31, 2021 2,752,941 $ 19.77 4.86 $ 11,650 Exercisable at December 31, 2021 2,752,941 $ 19.77 4.86 $ 11,650 |
Warrant [Member] | |
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE | SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Warrants Weighted Avg. Warrants $ 0.12 834 1.08 834 19.50 2,714,351 4.92 2,714,351 22.50 60.00 37,339 0.91 37,339 120.00 417 0.99 417 2,752,941 4.86 2,752,941 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2019 92,116 $ 148.11 7.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2020 92,116 $ 148.11 6.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2021 92,116 $ 148.11 5.49 $ - Exercisable at December 31, 2021 92,116 $ 148.11 5.49 $ - |
Options [Member] | |
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE | SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Remaining Life Number of Options $ 30.00 75.00 44,368 6.26 44,368 75.01 150.00 6,479 5.26 6,479 150.01 225.00 6,079 4.68 6,079 225.01 300.00 33,133 4.70 33,133 300.01 600.00 2,110 4.60 2,110 92,116 92,116 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITIES | ROU assets and liabilities consist of the following: SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITIES December 31, December 31, ROU assets $ 3,620,523 $ - Current portion of lease liabilities $ 1,715,726 $ - Long term lease liabilities, net of current portion 2,030,722 - Total lease liabilities $ 3,746,498 $ - |
SCHEDULE OF MINIMUM FUTURE COMMITMENTS | Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2021 were as follows: SCHEDULE OF MINIMUM FUTURE COMMITMENTS Year ended December 31, 2022 $ 2,030,772 2023 2,090,820 2024 31,850 2025 20,550 2026 1,300 Total Minimum Lease Payments $ 4,175,292 Less: Imputed Interest $ (428,794 ) Present Value of Lease Payments $ 3,746,498 Less: Current Portion $ (1,715,726 ) Long Term Portion $ 2,030,722 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred taxes as of December 31, 2021 and 2020 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 52,313 $ 52,313 Amortization 156,072 156,072 Depreciation 1,180 1,180 Interest 1,213,854 1,213,854 Change in Fair Market Value of Derivative Liabilities 279,582 279,582 NOL DTA 19,812,046 16,676,120 Valuation allowance (21,515,047 ) (18,379,120 ) Total gross deferred tax assets - - |
SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX | SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX 2021 2020 Expected tax at statutory rates 21.00 % 21.00 % Nondeductible Expenses (11.72 )% (11.72 )% State Income Tax, Net of Federal benefit 1.51 % 1.59 % Current Year Change in Valuation Allowance (5.83 )% (5.83 )% Prior Deferred True-Ups (5.03 )% (5.03 )% |
AMORTIZATION OF INTANGIBLE AS_2
AMORTIZATION OF INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 Gross carrying amount Accumulated amortization Carrying value Estimated useful life Intellectual Property $ 3,036,000 $ (151,800 ) $ 2,884,200 5 Customer List 2,239,000 (55,975 ) 2,183,025 10 Licenses 21,274,000 (531,850 ) 20,742,150 10 Total finite-lived intangibles 26,549,000 (739,625 ) 25,809,375 Total intangible assets, net $ 26,549,000 $ (739,625 ) $ 25,809,375 |
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES | SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES Year ended December 31, 2022 $ 2,958,500 2023 2,958,500 2024 2,958,000 2025 2,958,000 2026 2,806,700 Thereafter 11,168,675 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 2,958,293 | $ 1,485 |
Working capital | (56,130,854) | |
Net Cash Provided by (Used in) Operating Activities | (2,487,213) | (1,037,843) |
Retained Earnings (Accumulated Deficit) | (298,409,685) | (301,185,712) |
Proceeds from issuance of convertible notes | 27,585,450 | 637,000 |
Proceeds from issuance of non-convertible notes | 1,465,053 | 82,911 |
Proceeds from advances for construction | 70,452 | 3,696 |
Proceeds from advances from related parties | 122,865 | |
Sales of series X preferred shares value | $ 200,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | Dec. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Common shares issuable upon conversion of convertible notes | 2,527,144 | 8,541,605 | |
Options to purchase common shares | 92,116 | 92,116 | |
Warrants to purchase common shares | 2,752,941 | 8,403,603 | |
Common shares issuable upon conversion of preferred stock | 3.20716 | 822,593 | 22,364,393 |
Total potentially dilutive shares | 6,194,794 | 39,401,717 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Cash, FDIC Insured Amount | $ 250,000 | ||
Cash, Uninsured Amount | 2,727,928 | $ 0 | |
Contract liability | 25,000 | 0 | |
Inventory | 381,002 | ||
Advertising expenses | 33,595 | 58,961 | |
Environmental remediation | $ 22,207 | ||
Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Stockholders' equity, reverse stock split | 1-for-300 reverse stock split | ||
Intellectual Property [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 5 years | ||
Customer List [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 10 years | ||
License [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 10 years | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 10 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Cash | $ 141,027 | |
Deposits | 1,150 | |
Notes receivable – related party | 1,515,778 | |
Property and equipment, net | 3,224,337 | |
Right of use and other assets | 3,585,961 | |
Licenses | 21,274,000 | |
Intellectual Property | 3,036,000 | |
Customer Base | 2,239,000 | |
Goodwill | 2,499,753 | |
Total assets acquired at fair value | 37,517,046 | |
Accounts payable | 845,349 | |
Advances and environmental remediation liabilities | 4,143,816 | |
Note payable | 5,684,662 | |
Other liabilities | 3,729,219 | |
Total liabilities assumed | 14,403,046 | |
Net assets acquired | 23,114,000 | |
Purchase consideration of common stock | 18,414,000 | |
Purchase consideration of promissory note | 3,700,000 | |
Purchase consideration of promissory note | 1,000,000 | |
Total purchase consideration paid | $ 23,114,000 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net Revenues | $ 27,755,762 | $ 12,963,692 |
Net Income (Loss) Available to Common Shareholders | $ 5,233,967 | $ (115,372,857) |
Net Basic Earnings (Loss) per Share | $ 1.08 | $ (24.80) |
Net Diluted Earnings (Loss) per Share | $ 0.64 | $ (24.80) |
ACQUSITION OF EMPIRE (Details N
ACQUSITION OF EMPIRE (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Stock issued during period value acquisitions | $ 18,414,000 | |||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Debt instrument maturity date | Jun. 15, 2021 | |||
Empire Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock par value | $ 0.001 | |||
Repayment of debt | $ 1,000,000 | |||
Debt instrument face amount | $ 3,700,000 | |||
Debt instrument maturity date | Sep. 30, 2023 | |||
Restricted Stock [Member] | Empire Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period value acquisitions | $ 1,650,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Oct. 01, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 4,816,756 | $ 23,987 | |
Less accumulated depreciation | (1,911,719) | $ (2,287,231) | (23,987) |
Property and equipment, net | 2,905,037 | ||
Property and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 4,816,756 | $ 23,987 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||
Payments to acquire property, plant, and equipment | $ 218,693 | ||
Accumulated depreciation | $ 2,287,231 | 1,911,719 | 23,987 |
Depreciation | 149,156 | 0 | |
Impairment of equipment expenses | $ 388,877 | ||
Empire Service Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments to acquire property, plant, and equipment | $ 5,511,568 |
SCHEDULE OF CURRENT AND LONG TE
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE (Details) | Dec. 31, 2021USD ($) |
Short-term Debt [Line Items] | |
Total Principal of Non-Convertible Notes (Current) | $ 240,000 |
Total Principal of Non-Convertible Notes (Long Term) | 25,000 |
Sheppard Mullin Resolution Agreement [Member] | |
Short-term Debt [Line Items] | |
Total Principal of Non-Convertible Notes (Current) | 180,000 |
Total Principal of Non-Convertible Notes (Long Term) | 25,000 |
Non-Convertible Notes Payable One [Member] | |
Short-term Debt [Line Items] | |
Total Principal of Non-Convertible Notes (Current) | 55,000 |
Total Principal of Non-Convertible Notes (Long Term) | |
Non-Convertible Notes Payable Two [Member] | |
Short-term Debt [Line Items] | |
Total Principal of Non-Convertible Notes (Current) | 5,000 |
Total Principal of Non-Convertible Notes (Long Term) |
ADVANCES, NON-CONVERTIBLE NOT_3
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE (Details Narrative) - USD ($) | Dec. 08, 2021 | Dec. 07, 2021 | Nov. 30, 2021 | Oct. 26, 2021 | Oct. 01, 2021 | Sep. 23, 2021 | Jun. 04, 2021 | Jun. 02, 2021 | Dec. 15, 2020 | Dec. 15, 2020 | May 04, 2020 | Nov. 30, 2021 | Nov. 30, 2021 | Dec. 08, 2021 | Dec. 07, 2021 | Nov. 30, 2021 | Nov. 30, 2021 | Oct. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 05, 2021 | Oct. 04, 2021 | Dec. 30, 2020 | Apr. 17, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Proceeds from non interest bearing advances | $ 70,452 | $ 3,696 | ||||||||||||||||||||||
Forgiveness of advances | 0 | 250,000 | ||||||||||||||||||||||
Repayment of debt | 61,639 | |||||||||||||||||||||||
[custom:RepaymentOfAdvancesFromDebt] | 3,009 | |||||||||||||||||||||||
Proceeds from advances from related parties | 122,865 | |||||||||||||||||||||||
Advances | 97,000 | 88,187 | ||||||||||||||||||||||
Acured interest | 4,000 | 0 | ||||||||||||||||||||||
Cash acquired from acquisition | 141,027 | |||||||||||||||||||||||
Repayment of non-convertible notes payable | 5,629,455 | 39,641 | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 64,143 | |||||||||||||||||||||||
Debt maturity date | Jun. 15, 2021 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||||
Non-convertible notes payable | 24,711 | 60,000 | ||||||||||||||||||||||
Interest Expense | 10,561,789 | 5,139,321 | ||||||||||||||||||||||
Additional proceeds | $ 64,143 | |||||||||||||||||||||||
Legal Fee | 395,901 | 684,422 | ||||||||||||||||||||||
Long term debt | 25,000 | |||||||||||||||||||||||
Unamortized debt discount | 31,225,497 | 0 | $ 133,608 | |||||||||||||||||||||
Non-Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Proceeds from non-convertible notes payable | 1,465,053 | 82,911 | ||||||||||||||||||||||
Loans eliminated | 1,515,778 | |||||||||||||||||||||||
Repayment of non-convertible notes payable | 5,629,455 | 39,641 | ||||||||||||||||||||||
Non convertible notes payable assumed | 150,167 | |||||||||||||||||||||||
Debt instrument face amount | $ 23,500 | |||||||||||||||||||||||
Interest payable | 17,281 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 79,000 | $ 50,000 | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 63,055 | 466 | ||||||||||||||||||||||
Gain on forgiveness of debt | $ 142,055 | 50,466 | ||||||||||||||||||||||
Proceeds from pay check protection program loan | $ 50,000 | |||||||||||||||||||||||
Debt maturity date | May 4, 2022 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||||||||
Non-Convertible Notes Payable [Member] | Empire Services Inc [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Repayments of non convertible payable | 5,479,288 | |||||||||||||||||||||||
Non-Convertible Notes Payable [Member] | Sheppard Mullin [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Non convertible notes payable outstanding | 60,000 | |||||||||||||||||||||||
New Non Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 79,000 | |||||||||||||||||||||||
Gain on loss on settlement of debt | 38,219 | |||||||||||||||||||||||
Paycheck Protection Program Note [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | 0 | 50,000 | ||||||||||||||||||||||
Interest payable | 0 | 330 | ||||||||||||||||||||||
Empire Services [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Payment for debt settlement | 25,000 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | $ 56,820 | |||||||||||||||||||||||
Debt instrument face amount | $ 764,464 | |||||||||||||||||||||||
Debt maturity date | Aug. 5, 2022 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.495% | |||||||||||||||||||||||
Debt carrying balance | $ 707,644 | |||||||||||||||||||||||
Accrued interest and penalties | $ 30,330 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 37,800 | |||||||||||||||||||||||
Payment for settlement of debt | $ 730,347 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 34,117 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note One [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | 74,113 | |||||||||||||||||||||||
Debt instrument face amount | $ 524,381 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.495% | |||||||||||||||||||||||
Debt carrying balance | 450,268 | |||||||||||||||||||||||
Accrued interest and penalties | 7,896 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 9,070 | |||||||||||||||||||||||
Payment for settlement of debt | 507,880 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 16,501 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Two [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 1,223,530 | |||||||||||||||||||||||
Debt maturity date | Dec. 30, 2023 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 48,000 | |||||||||||||||||||||||
Payment for settlement of debt | 1,292,024 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 69,968 | |||||||||||||||||||||||
Interest Expense | 11,907 | |||||||||||||||||||||||
Empire Services [Member] | Secured Demand Promissory Note [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 888,555 | |||||||||||||||||||||||
Debt maturity date | Jan. 30, 2024 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 23,000 | |||||||||||||||||||||||
Payment for settlement of debt | $ 996,554 | |||||||||||||||||||||||
Interest Expense | 2,146 | |||||||||||||||||||||||
Additional proceeds | $ 108,000 | |||||||||||||||||||||||
Empire Services [Member] | Economic Injury Disaster Loan [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||
Interest payable | $ 12,501 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 4,874 | |||||||||||||||||||||||
Debt maturity date | Apr. 19, 2040 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||||||||||||||||||
Payment for settlement of debt | $ 512,838 | |||||||||||||||||||||||
Interest Expense | 5,211 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Three [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | 38,158 | |||||||||||||||||||||||
Debt instrument face amount | $ 258,815 | |||||||||||||||||||||||
Debt maturity date | Sep. 12, 2024 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.495% | |||||||||||||||||||||||
Debt carrying balance | $ 220,657 | |||||||||||||||||||||||
Accrued interest and penalties | 4,897 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 6,995 | |||||||||||||||||||||||
Payment for settlement of debt | 234,914 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 23,901 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Four [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | 24,898 | |||||||||||||||||||||||
Debt instrument face amount | $ 213,080 | |||||||||||||||||||||||
Debt maturity date | Nov. 5, 2023 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.015% | |||||||||||||||||||||||
Debt carrying balance | $ 188,812 | |||||||||||||||||||||||
Accrued interest and penalties | 4,186 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 7,610 | |||||||||||||||||||||||
Payment for settlement of debt | 195,896 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 17,184 | |||||||||||||||||||||||
Empire Services [Member] | Paycheck Protection Program [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | 543,000 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 543,275 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 3,915 | $ 2,902 | ||||||||||||||||||||||
Gain on forgiveness of debt | $ 547,190 | |||||||||||||||||||||||
Debt maturity date | Mar. 16, 2023 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,012 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Five [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | 61,799 | |||||||||||||||||||||||
Debt instrument face amount | $ 493,000 | |||||||||||||||||||||||
Debt maturity date | Jun. 21, 2024 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.015% | |||||||||||||||||||||||
Debt carrying balance | $ 431,201 | |||||||||||||||||||||||
Accrued interest and penalties | 7,896 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 14,500 | |||||||||||||||||||||||
Payment for settlement of debt | 460,453 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 32,547 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Six [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | $ 23,982 | |||||||||||||||||||||||
Debt instrument face amount | $ 196,875 | |||||||||||||||||||||||
Debt maturity date | Jun. 21, 2024 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.015% | |||||||||||||||||||||||
Debt carrying balance | $ 172,893 | |||||||||||||||||||||||
Accrued interest and penalties | 844 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,625 | |||||||||||||||||||||||
Payment for settlement of debt | 186,087 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 10,788 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Seven [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | 34,364 | |||||||||||||||||||||||
Debt instrument face amount | $ 257,400 | |||||||||||||||||||||||
Debt maturity date | Aug. 23, 2024 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.015% | |||||||||||||||||||||||
Debt carrying balance | $ 223,036 | |||||||||||||||||||||||
Accrued interest and penalties | 358 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 7,150 | |||||||||||||||||||||||
Payment for settlement of debt | 239,608 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | 17,792 | |||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Eight [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Amortization of debt discount | $ 19,560 | |||||||||||||||||||||||
Debt instrument face amount | $ 154,980 | |||||||||||||||||||||||
Debt maturity date | Sep. 7, 2024 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.015% | |||||||||||||||||||||||
Debt carrying balance | $ 135,420 | |||||||||||||||||||||||
Accrued interest and penalties | 215 | |||||||||||||||||||||||
Payment for settlement of debt | 135,523 | |||||||||||||||||||||||
Debt Securities, Realized Gain (Loss) | $ 19,457 | |||||||||||||||||||||||
Chief Information Officer [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Proceeds from advances from related parties | 2,957 | 6,144 | ||||||||||||||||||||||
Liable For Merchant [Member] | Empire Services [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Repayment of debt | 4,104,334 | |||||||||||||||||||||||
Cash acquired from acquisition | $ 4,975,940 | |||||||||||||||||||||||
Advances | $ 4,072,799 | |||||||||||||||||||||||
Amortization of debt discount | $ 903,141 | |||||||||||||||||||||||
Settlement of debt | $ 871,606 | |||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Repayment of debt | 24,647 | 20,520 | ||||||||||||||||||||||
Proceeds from advances from related parties | 59,103 | 0 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Non-Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Repayment of debt | 24,647 | 20,520 | ||||||||||||||||||||||
Proceeds from advances from related parties | 59,103 | $ 0 | ||||||||||||||||||||||
One Of The Holder [Member] | Non-Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Gain on loss on settlement of debt | $ 100,000 | |||||||||||||||||||||||
Non-convertible notes payable | $ 60,000 | |||||||||||||||||||||||
Non-convertible notes payable descripition | the due date of the note from June 26, 2022 to June 24, 2023 | |||||||||||||||||||||||
Sheppard Mullin Richler and Hampton [Member] | Resolution agreement [Member] | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||
Debt carrying balance | 192,187 | |||||||||||||||||||||||
Legal Fee | $ 459,250.88 | |||||||||||||||||||||||
Contingency term | Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made the October 2021 to March 2022 monthly payments | |||||||||||||||||||||||
Long term debt | 70,000 | |||||||||||||||||||||||
Unamortized debt discount | $ 12,013 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 623,557 | $ 1,112,994 |
Credit Cards | 126,063 | |
Accrued Interest | 1,880,066 | 3,691,688 |
Accrued Expenses | 144,208 | 144,208 |
Total Accounts Payable and Accrued Expenses | $ 2,773,894 | $ 4,948,890 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 2,773,894 | $ 4,948,890 |
ACCRUED PAYROLL AND RELATED E_2
ACCRUED PAYROLL AND RELATED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Payroll And Related Expenses | ||
Payroll tax liabilities, penalties | $ 4,001,470 | $ 3,864,055 |
COMMITMENTS AND CONTINGENCES (D
COMMITMENTS AND CONTINGENCES (Details Narrative) $ / shares in Units, shares in Millions | Dec. 31, 2021USD ($)$ / shares | Dec. 02, 2021USD ($) | Oct. 05, 2021USD ($) | Oct. 01, 2021USD ($) | Sep. 23, 2021USD ($) | Jul. 21, 2021USD ($) | Jun. 30, 2021USD ($)shares | Jun. 25, 2021USD ($) | May 19, 2021USD ($) | Apr. 30, 2021USD ($) | Dec. 02, 2020USD ($) | Oct. 28, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Outstanding legal fees | $ 395,901 | $ 684,422 | ||||||||||||||
Environmental remediation expense | $ 17,962 | |||||||||||||||
Loss contingency, damages | $ 12,000,000 | |||||||||||||||
Common stock, shares | shares | 150 | |||||||||||||||
Cost and expenses | $ 12,000,000 | |||||||||||||||
Other commitments future, minimum payments | $ 1,000,000 | |||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Other commitments, percentage | 0.0999 | |||||||||||||||
Series Z Preferred Stock [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Settlement Agreement [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Loss contingency, damages | $ 350,551.10 | |||||||||||||||
Payments to contingent consideration liability | $ 150,000 | |||||||||||||||
Consent order [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Civil penalty | $ 14,000 | $ 90,000 | ||||||||||||||
Environmental remediation liabilities | 22,207 | $ 22,207 | $ 22,207 | |||||||||||||
Environmental remediation expense | $ 8,207 | |||||||||||||||
Sheppard Mullin [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Outstanding legal fees | $ 487,390.73 | |||||||||||||||
Unpaid legal fees, disbursements and interest | $ 459,251 | |||||||||||||||
Sheppard Mullin [Member] | Resolution agreement [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Loss contingency | $ 459,250 | |||||||||||||||
Resolved legal matter | Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. | |||||||||||||||
Empire Service Inc [Member] | Consent order [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Civil penalty | $ 56,000 | 42,000 | ||||||||||||||
Environmental expense and liabilities, total | 71,017 | $ 34,983 | ||||||||||||||
Environmental remediation liabilities | $ 15,017 | |||||||||||||||
Rother investments LLC [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Other commitments, description | Rother Investments seeks to collect the amount of $124,750 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. | |||||||||||||||
Notes payable amount | $ 124,750 | |||||||||||||||
Litigation settlement amount | $ 100,000 | $ 144,950 | ||||||||||||||
Iroquois Master Fund Ltd [Member] | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Payment due to administrative delay | $ 1,000,000 |
SCHEDULE OF MATURITY DATES OF C
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES (Details) - USD ($) | Dec. 31, 2021 | Dec. 30, 2020 |
Debt Instrument [Line Items] | ||
Total Principal Outstanding | $ 37,714,966 | $ 5,775,767 |
Convertible Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Total Principal Outstanding | $ 37,714,966 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Nov. 30, 2021 | May 19, 2021 | Dec. 24, 2020 | Dec. 15, 2020 | Dec. 15, 2020 | Dec. 06, 2019 | Nov. 13, 2019 | Jan. 25, 2019 | Nov. 29, 2021 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 16, 2019 | Dec. 17, 2018 | Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2021 | Sep. 30, 2021 | Mar. 23, 2021 | Dec. 30, 2020 |
Short-term Debt [Line Items] | ||||||||||||||||||||||
Unamortized Discount | $ 0 | $ 0 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||
Debt instrument, covenant description | the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $1.50 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis | |||||||||||||||||||||
Default penalties expenses occurred | $ 761,330 | |||||||||||||||||||||
Accrued interest | 128 | $ 300 | ||||||||||||||||||||
Debt conversion original debt amount | $ 330,000 | |||||||||||||||||||||
Convertible notes payable | 37,714,966 | $ 5,775,767 | ||||||||||||||||||||
Debt maturity date | Jun. 15, 2021 | |||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | 9.99% | ||||||||||||||||||||
Accrued Interest | 0 | 92,600 | ||||||||||||||||||||
Conversion price | $ 31,137 | $ 185,500 | ||||||||||||||||||||
Aggregate Shares | 20,844 | 102,234 | ||||||||||||||||||||
Additional Paid in Capital | 275,058,282 | $ 284,420,948 | ||||||||||||||||||||
Debt conversion converted instrument, shares | 123,867 | |||||||||||||||||||||
Debt instrument, redemption price percentage | 60.00% | |||||||||||||||||||||
Common stock, convertible, conversion price | $ 27 | $ 0.30 | ||||||||||||||||||||
General partners' capital account | $ 2,500,000 | |||||||||||||||||||||
Percentage of market capitalization | 9.99% | |||||||||||||||||||||
Accrued compensation | $ 79,143 | |||||||||||||||||||||
Issuance of debt | 64,143 | |||||||||||||||||||||
Settlement of accounts payable | 15,000 | $ 15,000 | ||||||||||||||||||||
Proceeds from Convertible Debt | 27,585,450 | $ 637,000 | ||||||||||||||||||||
Warrants and Rights Outstanding | $ 96,478 | 13,095,636 | ||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Repayments of Convertible Debt | $ 2,503,300 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,514,331 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.50 | |||||||||||||||||||||
Convertible Notes Payable | 6,459,469 | 3,186,303 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 31,225,497 | $ 0 | $ 133,608 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Derivative liabilities to the warrants | $ 1,396,283 | |||||||||||||||||||||
Convertible notes payable | $ 38,500 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.77 | $ 0.327 | $ 0.795 | |||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Unamortized Discount | $ 64,143 | $ 64,143 | ||||||||||||||||||||
Debt maturity date | Apr. 1, 2018 | |||||||||||||||||||||
Series Y Preferred Shares [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 0 | |||||||||||||||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Product [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Concentration risk, percentage | 4.99% | |||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 389,000 | |||||||||||||||||||||
Unamortized Discount | $ 39,000 | $ 0 | $ 0 | |||||||||||||||||||
Accrued interest | 1,185,200 | 362,027 | $ 8,000 | |||||||||||||||||||
Derivative liabilities to the warrants | 936,405 | 719,416 | ||||||||||||||||||||
Notes Payable | $ 100,000 | |||||||||||||||||||||
Convertible notes payable | 0 | 164,174 | ||||||||||||||||||||
Debt instrument, increase, accrued interest | 0 | 1,191,998 | ||||||||||||||||||||
Accrued interest payable | 32,415 | |||||||||||||||||||||
Conversion price | $ 9,202 | 33,000 | $ 24,826 | $ 31,180 | ||||||||||||||||||
Aggregate Shares | 116,687 | 33,334 | ||||||||||||||||||||
Preferred stock, stated value | 1,218,200 | $ 530,847 | ||||||||||||||||||||
Gain on settlement | 936,405 | 719,416 | ||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Convertible notes payable | 0 | 55,000 | ||||||||||||||||||||
Convertible Debt And Warrant [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Unamortized Discount | 0 | 0 | ||||||||||||||||||||
Convertible notes payable | 0 | 0 | ||||||||||||||||||||
Debt instrument, increase, accrued interest | 0 | |||||||||||||||||||||
Convertible Debt And Warrant [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, increase, accrued interest | 0 | |||||||||||||||||||||
Convertible Debt and Warrants [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, increase, accrued interest | 0 | 13,844 | ||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Accrued interest payable | 192,191 | 2,483,955 | ||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 2,878,985 | |||||||||||||||||||||
Unamortized Discount | 0 | 0 | ||||||||||||||||||||
Stocks issued during period value conversion of convertible securities | $ 13,345 | $ 37,000 | $ 345,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 14,828 | 103,699 | 178,408 | |||||||||||||||||||
Accrued interest | 1,686,953 | $ 1,049,329 | ||||||||||||||||||||
Other assets fair value disclosure | $ 133,002 | |||||||||||||||||||||
Derivative liabilities to the warrants | 5,087,057 | 118,778 | 190,132 | |||||||||||||||||||
Debt conversion original debt amount | 880 | |||||||||||||||||||||
Notes Payable | 2,367,000 | |||||||||||||||||||||
Gain on settlement | 7,285,995 | 271,232 | ||||||||||||||||||||
Convertible notes payable | 0 | 2,892,330 | ||||||||||||||||||||
Debt instrument, increase, accrued interest | $ 0 | 1,073,809 | ||||||||||||||||||||
Convertible Debt [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Conversion price | $ 168,820 | |||||||||||||||||||||
Aggregate Shares | 60.91 | 26.54237 | ||||||||||||||||||||
Series Y Preferred Stock [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Accrued interest | $ 112,671 | |||||||||||||||||||||
Derivative liabilities to the warrants | 301,257 | |||||||||||||||||||||
Conversion price | $ 72,600 | |||||||||||||||||||||
Aggregate Shares | 9.26353 | |||||||||||||||||||||
Preferred stock, stated value | $ 185,271 | |||||||||||||||||||||
Gain on settlement | 301,257 | |||||||||||||||||||||
Series X Preferred Stock [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | 36,300 | |||||||||||||||||||||
Unamortized Discount | $ 0 | 0 | ||||||||||||||||||||
Accrued interest | 94,617 | |||||||||||||||||||||
Derivative liabilities to the warrants | 145,859 | |||||||||||||||||||||
Notes Payable | 133,000 | |||||||||||||||||||||
Convertible notes payable | 0 | 36,300 | ||||||||||||||||||||
Debt instrument, increase, accrued interest | 0 | 57,231 | ||||||||||||||||||||
Gain on settlement | $ 240,025 | |||||||||||||||||||||
Stock Repurchased During Period, Shares | 4 | |||||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 133,000 | |||||||||||||||||||||
Additional Paid in Capital | $ 96,250 | |||||||||||||||||||||
Secured Convertible Notes Payable [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 144,950 | $ 110,000 | $ 108,900 | $ 55,000 | $ 2,225,000 | $ 148,685 | ||||||||||||||||
Unamortized Discount | $ 10,000 | $ 9,900 | $ 5,000 | $ 225,000 | 0 | 0 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 10.00% | 6.00% | 8.00% | |||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 22.00% | |||||||||||||||||||||
Debt instrument, covenant description | In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99% | In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. | The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $105.00 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $105.00 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99% | |||||||||||||||||||
Accrued interest | 55,261 | 2,564,325 | ||||||||||||||||||||
Derivative liabilities to the warrants | 3,880,958 | 1,885,194 | ||||||||||||||||||||
Convertible notes payable | 0 | 38,500 | ||||||||||||||||||||
Debt instrument, increase, accrued interest | 0 | 54,473 | ||||||||||||||||||||
Debt maturity date | Jul. 25, 2019 | May 30, 2022 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | $ 3 | $ 22.50 | $ 15 | $ 0.12 | $ 22.50 | ||||||||||||||||
Converted Instrument, Rate | 18.00% | 4.99% | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | 9.99% | ||||||||||||||||||||
Conversion price | $ 64,143 | 38,500 | $ 4,793,113 | |||||||||||||||||||
Aggregate Shares | 367.8719 | |||||||||||||||||||||
Preferred stock, stated value | 64,143 | 74,533 | $ 7,357,438 | |||||||||||||||||||
Gain on settlement | $ 3,900,186 | 89,648,951 | ||||||||||||||||||||
Proceeds from fees received | $ 100,000 | $ 99,000 | ||||||||||||||||||||
Debt conversion converted instrument, shares | 3.72667 | |||||||||||||||||||||
Debt discount reduction value | 60,971 | $ 72,637 | ||||||||||||||||||||
Loss on derivative | $ 60,971 | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 37,714,966 | |||||||||||||||||||||
Long-term Debt, Gross | 27,585,450 | |||||||||||||||||||||
Debt exisiting value | $ 4,762,838 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Righ | 2,514,331 | |||||||||||||||||||||
Warrants and Rights Outstanding | $ 36,516,852 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | |||||||||||||||||||||
Debt Instrument, Term | 6 months | |||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||
Secured Convertible Notes Payable [Member] | Warrant [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Righ | 200,000 | |||||||||||||||||||||
Warrants and Rights Outstanding | $ 2,904,697 | |||||||||||||||||||||
Repayments of Convertible Debt | $ 2,200,000 | |||||||||||||||||||||
Secured Convertible Notes Payable [Member] | Series Y Preferred Shares [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Preferred shares price per share | $ 3.20716 | $ 58.17315 | ||||||||||||||||||||
Secured Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Converted Instrument, Rate | 5.00% | |||||||||||||||||||||
Secured Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Converted Instrument, Rate | 12.00% | |||||||||||||||||||||
Secured Convertible Notes Payable [Member] | Convertible Debt [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 700,700 | |||||||||||||||||||||
Unamortized Discount | $ 63,700 | $ 0 | $ 0 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||
Debt instrument, covenant description | During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid | |||||||||||||||||||||
Stocks issued during period value conversion of convertible securities | $ 110,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 11.67255 | |||||||||||||||||||||
Accrued interest | $ 123,451 | |||||||||||||||||||||
Derivative liabilities to the warrants | 379,600 | |||||||||||||||||||||
Convertible notes payable | 0 | 0 | ||||||||||||||||||||
Debt instrument, increase, accrued interest | $ 0 | 0 | ||||||||||||||||||||
Preferred stock, stated value | 233,451 | |||||||||||||||||||||
Gain on settlement | 379,600 | |||||||||||||||||||||
Proceeds from fees received | $ 637,000 | |||||||||||||||||||||
Shares issued, price per share | $ 3 | |||||||||||||||||||||
Debt instrument, redemption price percentage | 60.00% | |||||||||||||||||||||
Secured Convertible Notes Payable [Member] | Series Y Preferred Stock [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Accrued interest | 462,763 | |||||||||||||||||||||
Derivative liabilities to the warrants | 89,648,951 | |||||||||||||||||||||
Conversion price | 700,700 | |||||||||||||||||||||
Preferred stock, stated value | 1,163,463 | |||||||||||||||||||||
Gain on settlement | $ 1,812,557 |
SCHEDULE OF FAIR VALUE ON A REC
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 44,024,242 | $ 25,475,514 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 44,024,242 | $ 25,475,514 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liabilities And Fair Value Measurements | ||
Beginning balance | $ 25,475,514 | $ 20,236,870 |
Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions | 33,448,287 | 573,230 |
Transfers out due to conversions of convertible notes and accrued interest into common shares | (118,778) | (278,545) |
Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y preferred shares | (4,834,911) | (165,826,982) |
Derivative liability due to authorized shares shortfall | 171,343,164 | 170,319,590 |
Mark to market to December 31, 2021 | (300,885) | 451,351 |
Transfers out due to cash payments made pursuant to settlement agreements | (180,988,150) | |
Ending balance | 44,024,242 | 25,475,514 |
Gain on change in derivative liabilities | $ 300,885 | $ (451,351) |
DERIVATIVE LIABILITIES AND FA_3
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Current | $ 44,024,242 | $ 25,475,514 |
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | $ 44,024,242 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, expected life | 21 days | |
Embedded derivative liability, expected term | 4 months 28 days | 14 days |
Minimum [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, expected life | 6 months | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, expected life | 2 years 1 month 9 days | |
Embedded derivative liability, expected term | 5 years | 2 years 29 days |
Maximum [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, expected life | 5 years | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | |
Embedded derivative liability, measurement input | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | |
Measurement Input Rate Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 136.12 | 132.11 |
Measurement Input Rate Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 119.33 | |
Measurement Input Rate Volatility [Member] | Minimum [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 110.59 | |
Measurement Input Rate Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 128.94 | |
Measurement Input Rate Volatility [Member] | Maximum [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 138.73 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.06 | |
Embedded derivative liability, measurement input | 0.19 | 0.08 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.07 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.56 | |
Embedded derivative liability, measurement input | 1.15 | 0.13 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Convertible Debt And Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.14 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Dec. 16, 2021 | May 01, 2021 | Dec. 30, 2020 | Mar. 07, 2020 | Jan. 08, 2020 | Nov. 30, 2021 | Sep. 30, 2021 | Mar. 10, 2021 | Dec. 23, 2020 | Apr. 30, 2020 | Jul. 16, 2019 | Mar. 23, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 23, 2020 | Jul. 02, 2019 | Jun. 24, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||
Unamortized debt discount | $ 133,608 | $ 31,225,497 | $ 0 | |||||||||||||||
Convertible notes and accrued interest | $ 330,000 | |||||||||||||||||
Shares of preferred stock for services, value | 166,855 | |||||||||||||||||
Convertible notes | 133,002 | 370,755 | ||||||||||||||||
Convertible notes and accured interest | 133,002 | 370,755 | ||||||||||||||||
Preferred Stock, Discount on Shares | $ 20,973,776 | |||||||||||||||||
Common stock, shares authorized (in Shares) | 1,200,000,000 | 500,000,000 | ||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock to be issued | $ 8 | $ 3,025 | ||||||||||||||||
Accounts payable and accrued expenses | 2,773,894 | 4,948,890 | ||||||||||||||||
Additional paid in capital | $ 275,058,282 | $ 284,420,948 | ||||||||||||||||
Common stock, shares outstanding | 3,331,916 | 1,661,431 | ||||||||||||||||
Common stock, shares issued | 3,331,916 | 1,661,431 | ||||||||||||||||
Empire Acquisition [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||||||||||
Debt instrument face amount | $ 3,700,000 | $ 3,700,000 | ||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 6,000 | 6,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 0 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 2,000 | 2,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 0 | ||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 1,000 | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 1,000 | ||||||||||||||||
Series C Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,000 | |||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 100 | 100 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 16.05 | ||||||||||||||||
Number of preferred stock redeemed | 26.05 | |||||||||||||||||
Preferred stock redeemed amount | $ 501,463 | |||||||||||||||||
[custom:RedeemedDividend] | 3,326,237 | |||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 16.05 | ||||||||||||||||
Series Y Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 654.781794 | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 654.781794 | ||||||||||||||||
Increased by convertible notes payable | 5,775,767 | |||||||||||||||||
Net of debt discount | 60,971 | |||||||||||||||||
Net gain on settlement | $ 60,971 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Derivative liabilities | $ 118,778 | |||||||||||||||||
Aggregate of common stock issued (in Shares) | 14,828 | |||||||||||||||||
Derivative liabilities | $ 133,002 | |||||||||||||||||
Debt instrument face amount | 13,345 | |||||||||||||||||
Loss on conversion | $ 880 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Series Z agreement description | On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 | |||||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 6,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Convertible shares of common stock | $ 1,250 | |||||||||||||||||
Per share price (in Dollars per share) | $ 15 | |||||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 2,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Convertible shares of common stock | $ 1,250 | |||||||||||||||||
Per share price (in Dollars per share) | $ 15 | |||||||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,000 | |||||||||||||||||
National exchange and other conditions | 3,334 | |||||||||||||||||
Shares of preferred stock for services, value | ||||||||||||||||||
Convertible notes | ||||||||||||||||||
Preferred Stock [Member] | Series X Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 100 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Convertible shares of common stock | $ 20,000 | |||||||||||||||||
Per share price (in Dollars per share) | $ 0.60 | |||||||||||||||||
Preferred stock shares retired (in Shares) | 16.05 | |||||||||||||||||
Convertible debt principal amount | $ 321,000 | |||||||||||||||||
Preferred stock description | From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000 | Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752. | ||||||||||||||||
Aggregate beneficial conversion feature | 2,852,500 | 454,200 | ||||||||||||||||
Preferred shares increase in discount | 2,852,500 | 454,200 | ||||||||||||||||
Deemed dividend | 35,881,134 | 3,260,252 | 46,448 | |||||||||||||||
Unamortized debt discount | 0 | 407,752 | ||||||||||||||||
Shares of preferred stock for services, value | ||||||||||||||||||
Convertible notes | ||||||||||||||||||
Redeemable Preferred Stock Dividends | $ 11,095,941 | |||||||||||||||||
Preferred Stock [Member] | Series Y Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Convertible shares of common stock | $ 20,000 | |||||||||||||||||
Per share price (in Dollars per share) | $ 0.60 | |||||||||||||||||
Aggregate beneficial conversion feature | 21,594,115 | |||||||||||||||||
Preferred shares increase in discount | 10,972,647 | 21,594,115 | ||||||||||||||||
Unamortized debt discount | 0 | 20,566,024 | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 654.781794 | 4.82388 | ||||||||||||||||
Proceeds form issuance of preferred stock | $ 13,095,636 | |||||||||||||||||
Net of debt discount | 133,608 | |||||||||||||||||
Accrued interest | $ 1,185,200 | $ 3,625,237 | $ 77,205 | |||||||||||||||
Shares of common stock underlying the warrants (in Shares) | 14,765,624,721 | |||||||||||||||||
Convertible notes and accrued interest | $ 92,934,419 | |||||||||||||||||
Derivative liabilities | 72,892,563 | |||||||||||||||||
Net gain on settlement | 936,405 | $ 162,132,350 | 3,917,734 | |||||||||||||||
Foregoing amounts (in Shares) | 3.20716 | |||||||||||||||||
Shares of preferred stock for services, value | 33,000 | $ 64,143 | 38,500 | |||||||||||||||
Convertible notes | $ 3,172 | |||||||||||||||||
Amortization of debt discount | 31,538,671 | 1,028,091 | ||||||||||||||||
[custom:StatedValue-0] | 1,218,200 | $ 96,478 | ||||||||||||||||
[custom:PreferredStockAndWarrantShares] | 437,500 | |||||||||||||||||
Convertible notes and accured interest | 936,405 | $ 2,502,223 | ||||||||||||||||
Preferred Stock, Discount on Shares | $ 60.91 | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 10,972,647 | |||||||||||||||||
Preferred Stock [Member] | Preferred Stock Series Z [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 500 | 500 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Convertible shares of common stock | $ 20,000 | $ 20,000 | ||||||||||||||||
Common stock, shares authorized (in Shares) | 500 | 500 | ||||||||||||||||
Series preferred share (in Shares) | 500 | 500 | ||||||||||||||||
Convertible preferred stock in percentage | 19.98% | 19.98% | ||||||||||||||||
Preferred stock value | $ 1,000,000 | |||||||||||||||||
Bearing Interest | 8.00% | 8.00% | ||||||||||||||||
Fair value amount | $ 3,000,000 | |||||||||||||||||
Additional paid-in capital | $ 867,213 | $ 867,213 | ||||||||||||||||
Investor warrants description | On September 30, 2021, an investor owning warrants to purchase 520,834 common shares at $0.12 per share entered into an agreement to cancel the aforementioned warrants in exchange for: (i) a cash payment of $1,000,000 received directly from the Chief Executive Officer; and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867 | |||||||||||||||||
Warrant to purchase price (in Shares) | 520,834 | |||||||||||||||||
Common shares per unit (in Dollars per share) | $ 0.12 | |||||||||||||||||
Derivative liability | $ 5,750,067 | |||||||||||||||||
Reduction in cash | 1,000,000 | |||||||||||||||||
Additional paid-in capital | $ 6,530,867 | 6,530,867 | ||||||||||||||||
Debt equity value | $ 1,780,800 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Deemed dividend | 95,838,488 | |||||||||||||||||
Derivative Liability | $ 1,396,283 | |||||||||||||||||
Additional paid in capital | $ 95,838,488 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 14,828 | 241,228 | ||||||||||||||||
Convertible debt principal amount | $ 92,964 | |||||||||||||||||
Increased by convertible notes payable | 882 | |||||||||||||||||
Accrued interest | 128 | |||||||||||||||||
Derivative liabilities | $ 74,134,327 | |||||||||||||||||
Net gain on settlement | 74,134,327 | |||||||||||||||||
Shares of preferred stock for services, value | 7 | |||||||||||||||||
Convertible notes | $ 15 | $ 241 | ||||||||||||||||
Common stock, shares authorized (in Shares) | 1,200,000,000 | |||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||
Aggregate of common stock issued (in Shares) | 123,867 | 3,355 | ||||||||||||||||
Stockholder returned (in Shares) | 230 | |||||||||||||||||
Additional paid in capital | $ 1 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 3,238,542 | 400 | ||||||||||||||||
Common stock to be issued | $ 120 | |||||||||||||||||
Decreased by additional paid in capital | 5,880 | |||||||||||||||||
Accounts payable and accrued expenses | $ 6,000 | |||||||||||||||||
Aggregate of common stock issued (in Shares) | 241,228 | |||||||||||||||||
Fair value of the common shares issued | $ 370,755 | |||||||||||||||||
Derivative liabilities | $ 166,855 | $ 278,545 | ||||||||||||||||
Conversion of Stock description | Accordingly, common stock was increased by the par value of the common shares issued of $241 and additional paid in capital was increased by $370,514 | |||||||||||||||||
Investor of common stock issued (in Shares) | 4,950 | |||||||||||||||||
Aggregate common stock value per share (in Shares) | 0.12 | |||||||||||||||||
Common shares warrants cash payment (in Shares) | 11,000 | |||||||||||||||||
Common stock par value (in Dollars per share) | $ 5 | |||||||||||||||||
Additional paid in capital | $ 10,995 | |||||||||||||||||
Aggregate shares of common stock (in Shares) | 7,252 | |||||||||||||||||
Common Stock [Member] | Empire Acquisition [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Aggregate of common stock issued (in Shares) | 1,650,000 | |||||||||||||||||
Derivative liabilities | $ 18,414,000 | |||||||||||||||||
Share expire | 3,012,746 | |||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares of preferred stock for services, value | $ 166,848 | |||||||||||||||||
Convertible notes | $ 132,987 | $ 370,514 | ||||||||||||||||
Common stock par value (in Dollars per share) | $ 3,013 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares, Outstanding, Beginning | 8,403,603 | 11,141,255 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.327 | $ 0.795 | |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 4 years 10 months 9 days | 2 years 14 days | 2 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 14,804,944 | $ 8,791,956 | |
Shares, Granted | 2,714,351 | 46,478,847 | |
Weighted-Average Exercise Price, Granted | $ 19.50 | $ 0.12 | |
Shares, Exercised | |||
Weighted-Average Exercise Price, Exercised | |||
Shares, Expired/Canceled | (8,365,013) | (49,216,499) | |
Weighted-Average Exercise Price, Expired/Canceled | $ 0.15 | $ 0.12 | |
Shares, Outstanding, Ending | 2,752,941 | 8,403,603 | 11,141,255 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 19.77 | $ 0.327 | $ 0.795 |
Aggregate Intrinsic Value, Outstanding, Ending | $ 11,650 | $ 14,804,944 | $ 8,791,956 |
Shares, Exercisable | 2,752,941 | ||
Weighted-Average Exercise Price, Exercisable | $ 19.77 | ||
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 10 months 9 days | ||
Aggregate Intrinsic Value, Exercisable | $ 11,650 |
SCHEDULE OF STOCK OUTSTANDING A
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option [Member] | |
Stock Outstanding | 92,116 |
Stock Exercisable | 92,116 |
Exercise Price 1 [Member] | Share-based Payment Arrangement, Option [Member] | |
Stock Outstanding | 44,368 |
Weighted Avg. Remaining Life | 6 years 3 months 3 days |
Stock Exercisable | 44,368 |
Exercise Price 1 [Member] | Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 30 |
Exercise Price 1 [Member] | Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 75 |
Exercise Price 2 [Member] | Share-based Payment Arrangement, Option [Member] | |
Stock Outstanding | 6,479 |
Weighted Avg. Remaining Life | 5 years 3 months 3 days |
Stock Exercisable | 6,479 |
Exercise Price 2 [Member] | Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 75.01 |
Exercise Price 2 [Member] | Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 150 |
Exercise Price 3 [Member] | Share-based Payment Arrangement, Option [Member] | |
Stock Outstanding | 6,079 |
Weighted Avg. Remaining Life | 4 years 8 months 4 days |
Stock Exercisable | 6,079 |
Exercise Price 3 [Member] | Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 150.01 |
Exercise Price 3 [Member] | Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 225 |
Exercise Price 4 [Member] | Share-based Payment Arrangement, Option [Member] | |
Stock Outstanding | 33,133 |
Weighted Avg. Remaining Life | 4 years 8 months 12 days |
Stock Exercisable | 33,133 |
Exercise Price 4 [Member] | Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 225.01 |
Exercise Price 4 [Member] | Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 300 |
Exercise Price 5 [Member] | Share-based Payment Arrangement, Option [Member] | |
Stock Outstanding | 2,110 |
Weighted Avg. Remaining Life | 4 years 7 months 6 days |
Stock Exercisable | 2,110 |
Exercise Price 5 [Member] | Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 300.01 |
Exercise Price 5 [Member] | Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 600 |
Warrant [Member] | |
Stock Outstanding | 2,752,941 |
Weighted Avg. Remaining Life | 4 years 10 months 9 days |
Stock Exercisable | 2,752,941 |
Warrant [Member] | Exercise Price 1 [Member] | |
Exercise Price | $ / shares | $ 0.12 |
Stock Outstanding | 834 |
Weighted Avg. Remaining Life | 1 year 29 days |
Stock Exercisable | 834 |
Warrant [Member] | Exercise Price 2 [Member] | |
Exercise Price | $ / shares | $ 19.50 |
Stock Outstanding | 2,714,351 |
Weighted Avg. Remaining Life | 4 years 11 months 1 day |
Stock Exercisable | 2,714,351 |
Warrant [Member] | Exercise Price 3 [Member] | |
Stock Outstanding | 37,339 |
Weighted Avg. Remaining Life | 10 months 28 days |
Stock Exercisable | 37,339 |
Warrant [Member] | Exercise Price 3 [Member] | Minimum [Member] | |
Exercise Price | $ / shares | $ 22.50 |
Warrant [Member] | Exercise Price 3 [Member] | Maximum [Member] | |
Exercise Price | $ / shares | 60 |
Warrant [Member] | Exercise Price 4 [Member] | |
Exercise Price | $ / shares | $ 120 |
Stock Outstanding | 417 |
Weighted Avg. Remaining Life | 11 months 26 days |
Stock Exercisable | 417 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 29, 2021 | Dec. 30, 2020 | |
Stated value of warrants | $ 96,478 | $ 13,095,636 | ||
Convertible notes payable | 37,714,966 | 5,775,767 | ||
Debt instrument unamortized discount | 31,225,497 | $ 0 | 133,608 | |
Accrued interest | 77,205 | 3,625,237 | ||
Warrants liabilities | 437,500 | 49,215,416 | ||
Derivative liabilities | 74,134,327 | 72,892,563 | ||
Gain on settlement | $ 3,917,734 | 162,132,350 | ||
Investor shares of common stock (in Shares) | 4,950 | |||
Warrants purchase | 3,238,542 | |||
Price per share (in Shares) | 0.12 | |||
Exchange cash payment | $ 11,000 | |||
Common sock par value | 1,485 | |||
Reduction in additional paid in capital | $ 9,515 | |||
Gain on settlement debt | 74,134,327 | |||
Cash payment | 1,000,000 | |||
Warrants to purchase shares | 2,514,331 | |||
Restricted cash | 1,000,000 | |||
Other additional capital | 6,530,867 | |||
Loss on settlement | $ 1,780,800 | |||
Warrants to purchase | 200,000 | |||
Aggregate intrinsic value of outstanding stock warrants | $ 11,650 | |||
Stock price per share (in Dollars per share) | $ 14.10 | |||
Senior secured debt [Member] | ||||
Warrants to purchase | 2,514,351 | |||
Derivative [Member] | ||||
Derivative liabilities | $ 5,750,067 | |||
Derivative liabilities | 95,380,286 | |||
Cash [Member] | ||||
Cash payment | $ 15,000 | |||
Investor [Member] | ||||
Investor shares of common stock (in Shares) | 4,166,667 | |||
Warrants to purchase shares | 520,834 | |||
Warrant [Member] | ||||
Convertible notes payable | $ 38,500 | |||
Accrued interest | 2,502,223 | $ 92,934,419 | ||
Gain on settlement | 95,365,286 | |||
Deemed dividend | 95,838,488 | |||
Adjustments to Additional Paid in Capital, Fair Value | $ 95,838,488 | |||
Series Y Preferred Stock [Member] | ||||
Derivative liabilities | $ 1,396,283 | |||
Series Y Preferred Stock [Member] | ||||
Shares of series Y preferred stock (in Shares) | 4.82388 | 654.78 | ||
Aforementioned Common Share [Member] | ||||
Price per share (in Shares) | 0.12 | |||
Series Z Preferred Shares [Member] | ||||
Preferred shares (in Shares) | 250 | |||
Fair value | $ 6,530,868 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | |||
Aggregate Intrinsic Value, Outstanding, Beginning | $ 0 | ||
Share-based Payment Arrangement, Option [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Shares, Outstanding, Beginning | 92,116 | 92,116 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 148.11 | $ 148.11 | |
Weighted- Average Remaining Contractual Term, Ending | 5 years 5 months 26 days | 6 years 5 months 26 days | 7 years 5 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning | |||
Shares, Granted | |||
Shares, Exercised | |||
Shares, Expired/Canceled | |||
Shares, Outstanding, Ending | 92,116 | 92,116 | 92,116 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 148.11 | $ 148.11 | $ 148.11 |
Aggregate Intrinsic Value, Outstanding, Beginning | |||
Shares, Exercisable | 92,116 | ||
Weighted-Average Exercise Price, Exercisable | $ 148.11 | ||
Weighted- Average Remaining Contractual Term, Exercisable | 5 years 5 months 26 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares available for grant | 214,367 | |
Shares reserved for future issuance | 167,300 | |
Aggregate intrinsic value outstanding stock options | $ 0 | |
Stock price | $ 14.10 | |
Fair value of all options, vested | $ 0 | $ 0 |
Unrecognized compensation expense | $ 0 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
ROU assets | $ 3,620,523 | |
Current portion of lease liabilities | 1,715,726 | |
Long term lease liabilities, net of current portion | 2,030,722 | |
Total lease liabilities | $ 3,746,498 |
SCHEDULE OF MINIMUM FUTURE COMM
SCHEDULE OF MINIMUM FUTURE COMMITMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 2,030,772 | |
2023 | 2,090,820 | |
2024 | 31,850 | |
2025 | 20,550 | |
2026 | 1,300 | |
Total Minimum Lease Payments | 4,175,292 | |
Less: Imputed Interest | (428,794) | |
Present Value of Lease Payments | 3,746,498 | |
Less: Current Portion | (1,715,726) | |
Long Term Portion | $ 2,030,722 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Dec. 23, 2021 | Oct. 11, 2021 | Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | $ 140,628 | ||||
Operating lease liabilities | 3,746,498 | ||||
Payment for rent | 497,177 | 10,802 | |||
Security Deposit | $ 3,587 | ||||
Operating lease weighted average remaining lease term | 2 years | ||||
Operating lease weighted average discount rate | 10.14% | ||||
Chief Executive Officer [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | $ 122,866 | ||||
Payment for rent | $ 477,140 | ||||
Empire Services Inc [Member] | Chief Executive Officer [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Lessee, Operating Lease, Description | Under the terms of the lease, Empire was required to pay $18,000 for the first month and $1,000 per month thereafter for 60 months | Under the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on the first of every year thereafter | |||
Lease Expiration Date | Dec. 23, 2025 | Jan. 1, 2024 | |||
Lessee operating option to extend | the Company does not have an option to renew or extend | the Company has two options to extend the leases by 5 years per option | |||
Operating lease term | 5 years | ||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | $ 3,492,531 | ||||
Operating lease liabilities | $ 3,650,358 | ||||
Lessee, Operating Lease, Description | Under the terms of the leases, Empire is required to pay an aggregate of $145,821 per month and increasing by 3% on the first of every year | ||||
Payment for rent | $ 145,821 | ||||
Lease Expiration Date | Jan. 1, 2024 | ||||
Lessee operating option to extend | the Company has two options to extend the leases by 5 years per option | ||||
Operating lease term | 5 years | ||||
Empire Services Inc [Member] | Office Lease [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | $ 30,699 | ||||
Operating lease liabilities | $ 31,061 | ||||
Lessee, Operating Lease, Description | Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every year beginning on April 1, 2022. | ||||
Payment for rent | $ 1,150 | ||||
Lease Expiration Date | Mar. 31, 2024 | ||||
Lessee operating option to extend | The Company does not have an option to extend the lease | ||||
Security Deposit | $ 1,150 | ||||
Empire Services Inc [Member] | Automobiles [Member] | December 29, 2021 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | 1,666 | ||||
Operating lease liabilities | $ 1,383 | ||||
Lessee, Operating Lease, Description | Under the terms of the lease, Empire was required to pay $700 per month until the lease expired on December 29, 2021. | ||||
Payment for rent | $ 700 | ||||
Lease Expiration Date | Dec. 29, 2021 | ||||
Empire Services Inc [Member] | Automobiles [Member] | February 18, 2025 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | $ 26,804 | ||||
Operating lease liabilities | $ 18,661 | ||||
Lessee, Operating Lease, Description | Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18, 2025 | ||||
Payment for rent | $ 750 | ||||
Lease Expiration Date | Feb. 18, 2025 | ||||
Lessee operating option to extend | the Company does not have an option to renew or extend | ||||
Empire Services Inc [Member] | Automobiles [Member] | February 15, 2026 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease, right-of-use asset | $ 34,261 | ||||
Operating lease liabilities | $ 27,757 | ||||
Lessee, Operating Lease, Description | Under the terms of the lease, Empire is required to pay $650 per month until the lease expires on February 15, 2026 | ||||
Payment for rent | $ 650 | ||||
Lease Expiration Date | Feb. 15, 2026 | ||||
Lessee operating option to extend | the Company does not have an option to renew or extend |
CONCENTRATIONS OF REVENUE (Deta
CONCENTRATIONS OF REVENUE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenues | $ 8,098,036 | $ 6,964 |
One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 6,682,019 | |
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 83.00% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets/(Liability) Detail | ||
Stock Compensation | $ 52,313 | $ 52,313 |
Amortization | 156,072 | 156,072 |
Depreciation | 1,180 | 1,180 |
Interest | 1,213,854 | 1,213,854 |
Change in Fair Market Value of Derivative Liabilities | 279,582 | 279,582 |
NOL DTA | 19,812,046 | 16,676,120 |
Valuation allowance | (21,515,047) | (18,379,120) |
Total gross deferred tax assets |
SCHEDULE OF EFFECTIVE RECONCILI
SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX (Details) | Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Expected tax at statutory rates | 35.00% | 21.00% | 21.00% |
Nondeductible Expenses | (11.72%) | (11.72%) | |
State Income Tax, Net of Federal benefit | 1.51% | 1.59% | |
Current Year Change in Valuation Allowance | (5.83%) | (5.83%) | |
Prior Deferred True-Ups | (5.03%) | (5.03%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | |||
Federal corporate income tax rate | 35.00% | 21.00% | 21.00% |
Operating lease carry forward description | which begin expiring in the year 2033, that may be used to offset future taxable income | ||
Deferred Tax Assets, Valuation Allowance | $ 21,515,047 | $ 18,379,120 | |
Income tax likelihood description | greater than 50% likely | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 82,507,844 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 69,144,542 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 16, 2021 | Dec. 24, 2020 | Dec. 15, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 16, 2019 |
Payment for rent | $ 497,177 | $ 10,802 | ||||||
Operating lease, right-of-use asset | 140,628 | |||||||
Advance of debt | 61,639 | |||||||
Repaid of debt | $ 122,865 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Debt maturity date | Jun. 15, 2021 | |||||||
Debt Instrument, Periodic Payment, Principal | $ 64,143 | |||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||
Preferred stock conversion basis | The shares of Series Y Preferred Stock are not convertible to the extent that (i) the Company’s Certificate of Incorporation has not been amended to increase the number of authorized shares of Common Stock of the Company, or (ii) the holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.99% by the holder by written notice from such holder to the Company, which notice shall be effective 61 calendar days after the date of such notice) | |||||||
Additional paid-in capital debt discount | $ 64,143 | |||||||
Conversion of Stock, Amount Converted | $ 64,143 | |||||||
Conversion of Stock, Shares Converted | 3.20716 | 822,593 | 22,364,393 | |||||
Gain (Loss) on Extinguishment of Debt | $ 739,710 | $ 250,000 | ||||||
[custom:AccruedInterestPayable-0] | $ 0 | $ 0 | ||||||
Settlement Agreement [Member] | ||||||||
Debt Instrument, Description | In accordance with the Settlement Agreement, (i) on December 23, 2020, the Company paid JDE the Cash Settlement, and (ii) on December 15, 2020, the Company entered into the Note with JDE for a principal amount of $64,143 | |||||||
JDE Development, LLC [Member] | ||||||||
Related Party Transaction, Amounts of Transaction | $ 25,000 | |||||||
Debt Instrument, Periodic Payment, Principal | 64,143 | |||||||
Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Preferred stock, par value | $ 0.001 | |||||||
Series C Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 1,000 | |||||||
Preferred stock, par value | $ 0.001 | |||||||
Preferred Stock Series Z [Member] | Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 500 | 500 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Convertible shares of preferred stock | $ 20,000 | $ 20,000 | ||||||
Series preferred share (in Shares) | 500 | 500 | ||||||
Convertible preferred stock in percentage | 19.98% | 19.98% | ||||||
Preferred stock issuance agreement description | On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 | |||||||
Preferred Stock amount | $ 1,000,000 | |||||||
Bearing Interest | 8.00% | 8.00% | ||||||
Fair value of equity finance | $ 3,000,000 | |||||||
Additional paid-in capital | $ 867,213 | $ 867,213 | ||||||
Series Y Preferred Shares [Member] | ||||||||
Conversion of Stock, Amount Issued | $ 64,143 | |||||||
Amortization of Debt Issuance Costs and Discounts | 60,971 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 60,971 | |||||||
Debt instrument face amount | $ 0 | |||||||
Amortization of Debt Discount (Premium) | 0 | |||||||
Former Chief Executive Officer [Member] | ||||||||
Aggregate advance amount | $ 2,957 | 3,696 | ||||||
Repaid aggregate amount | 6,144 | 509 | ||||||
[custom:RelatedPartyOwedAdvanceAmount] | 0 | |||||||
Former Chief Executive Officer [Member] | Series C Preferred Stock [Member] | ||||||||
Shares forfeited | 1,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Payment for rent | 477,140 | |||||||
Operating lease, right-of-use asset | 122,866 | |||||||
Reimbursed expenses | 224,660 | |||||||
Advance of debt | 24,647 | 20,520 | ||||||
Repaid of debt | $ 59,103 | $ 0 | ||||||
Chief Financial Officer [Member] | ||||||||
Short-term Debt, Average Outstanding Amount | $ 89,143 | |||||||
Debt maturity date | Apr. 1, 2018 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangibles gross carrying amount | $ 26,549,000 |
Finite-lived intangibles accumulated amortization | (739,625) |
Finite-lived intangibles carrying value | 25,809,375 |
Intangible assets gross carrying amount | 26,549,000 |
Intangible assets accumulated amortization | (739,625) |
Intangible assets carrying value | 25,809,375 |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangibles gross carrying amount | 3,036,000 |
Finite-lived intangibles accumulated amortization | (151,800) |
Finite-lived intangibles carrying value | $ 2,884,200 |
Estimated useful life | 5 years |
Customer List [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangibles gross carrying amount | $ 2,239,000 |
Finite-lived intangibles accumulated amortization | (55,975) |
Finite-lived intangibles carrying value | $ 2,183,025 |
Estimated useful life | 10 years |
License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangibles gross carrying amount | $ 21,274,000 |
Finite-lived intangibles accumulated amortization | (531,850) |
Finite-lived intangibles carrying value | $ 20,742,150 |
Estimated useful life | 10 years |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 2,958,500 |
2023 | 2,958,500 |
2024 | 2,958,000 |
2025 | 2,958,000 |
2026 | 2,806,700 |
Thereafter | $ 11,168,675 |
AMORTIZATION OF INTANGIBLE AS_3
AMORTIZATION OF INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average useful life | 9 years 5 months 4 days | |
Acquisition of intangible assets | $ 0 | |
Amortization of intangible assets | $ 739,625 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Feb. 28, 2022shares | Feb. 01, 2022 | Jan. 24, 2022USD ($)ft² | Apr. 13, 2022shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Subsequent Event [Line Items] | ||||||
Security deposit | $ | $ 3,587 | |||||
Common stock shares issued | 3,331,916 | 1,661,431 | ||||
Common stock shares outstanding | 3,331,916 | 1,661,431 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Lease description | the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which is expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by | |||||
Area of land | ft² | 3,521 | |||||
Lease term | 5 years | |||||
Security deposit | $ | $ 3,668 | |||||
Option to extend | The Company does not have an option to extend the lease | |||||
Reverse stock split | 1-for-300 reverse stock split | |||||
Common stock shares issued | 994,871,337 | |||||
Common stock shares outstanding | 994,871,337 | |||||
Stock issued for services rendered | 6,500 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares issued | 3,331,916 | |||||
Common stock shares outstanding | 3,331,916 | |||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Lease description | Under the terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3% on January 1, 2023 | |||||
Expiration date | Jan. 1, 2024 | |||||
Lessee, Operating Lease, Lease Not yet Commenced, Option to Extend | the Company has two options to extend the lease by 5 years per option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions | |||||
Lease extension term | 5 years |