Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-192060 | |
Entity Registrant Name | Fortium Holdings Corp. | |
Entity Central Index Key | 0001589361 | |
Entity Tax Identification Number | 45-3797537 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 609 West Dickson St. | |
Entity Address, Address Line Two | Suite 102 G | |
Entity Address, City or Town | Fayetteville | |
Entity Address, State or Province | AR | |
Entity Address, Postal Zip Code | 72701 | |
City Area Code | (800) | |
Local Phone Number | 203-5610 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,400,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 140,241 | $ 309,738 |
Prepaid expenses and other current assets | 71,756 | 20,042 |
Investment | 33,463 | |
Total current assets | 211,997 | 363,243 |
Fixed assets, net | 1,466 | 1,675 |
NON-CURRENT ASSETS: | ||
Intangible assets, net | ||
Goodwill | ||
Total non-current assets | ||
TOTAL ASSETS | 213,463 | 364,918 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 23,500 | 10,842 |
Total current liabilities | 23,500 | 10,842 |
Commitments and contingencies | ||
Total Liabilities | 23,500 | 10,842 |
STOCKHOLDERS’ EQUITY | ||
Common stock, par value, $0.00001, 200,000,000 shares authorized, 8,400,000 issued and outstanding, respectively | 840 | 840 |
Additional paid in capital | 4,316,779 | 4,316,779 |
Accumulated deficit | (4,126,539) | (3,963,543) |
Total stockholders’ equity before nin-controlling interest | 191,080 | 354,076 |
Non-controlling interest | (1,117) | |
Total Stockholders’ Equity | 189,963 | 354,076 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 213,463 | $ 364,918 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 8,400,000 | 8,400,000 |
Common stock, shares outstanding | 8,400,000 | 8,400,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
REVENUE | $ 529 | |
COST OF REVENUE | 6,705 | |
GROSS PROFIT (LOSS) | (6,176) | |
OPERATING EXPENSES | ||
Salaries and wages, including stock-based compensation | 34,207 | 34,227 |
Selling, general and administrative expenses | 128,378 | 100,234 |
Total Operating Expenses | 162,585 | 134,461 |
OPERATING LOSS | (168,761) | (134,461) |
OTHER INCOME (EXPENSE) | ||
Interest expense, net of interest income | (45) | |
Realized (loss) gain on investment | 4,648 | 126,359 |
Unrealized gain on investment | 308,249 | |
Total other income (expense) | 4,648 | 434,563 |
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES | (164,113) | 300,102 |
Provision for income taxes | ||
NET (LOSS) INCOME | (164,113) | 300,102 |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 1,117 | |
NET (LOSS) INCOME TO CONTROLLING INTEREST | $ (162,996) | $ 300,102 |
NET (LOSS) INCOME PER SHARE - BASIC | $ (0.02) | $ 0.04 |
NET (LOSS) INCOME PER SHARE - DILUTED | ||
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC | 8,400,000 | 7,000,000 |
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED | 8,400,000 | 7,071,049 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2020 | $ 700 | $ 3,397,148 | $ (1,683,535) | $ 1,714,313 | |
Balance, Shares at Dec. 31, 2020 | 7,000,000 | ||||
Net income (loss) | 300,102 | 300,102 | |||
Balance at Mar. 31, 2021 | $ 700 | 3,397,148 | (1,383,433) | 2,014,415 | |
Balance, Shares at Mar. 31, 2021 | 7,000,000 | ||||
Balance at Dec. 31, 2021 | $ 840 | 4,316,779 | (3,963,543) | 354,076 | |
Balance, Shares at Dec. 31, 2021 | 8,400,000 | ||||
Net income (loss) | (162,996) | (1,117) | (164,113) | ||
Balance at Mar. 31, 2022 | $ 840 | $ 4,316,779 | $ (4,126,539) | $ (1,117) | $ 189,963 |
Balance, Shares at Mar. 31, 2022 | 8,400,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVIITES | ||
Net (loss) income | $ (162,996) | $ 300,102 |
Adjustments to reconcile net (loss) income to net cash (used in) operating activities | ||
Change in non-controlling interest | (1,117) | |
Depreciation | 209 | 209 |
Realized loss (gain) on investment | (4,648) | (126,359) |
Unrealized gain on investment | (308,249) | |
Changes in assets and liabilities | ||
Prepaid expenses and other current assets | (51,714) | (1,740) |
Accrued expenses - related parties | (1,479) | |
Accounts payable and accrued expenses | 12,658 | (18,446) |
Total adjustments | (44,612) | (456,064) |
Net cash (used in) operating activities | (207,608) | (155,962) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Proceeds from sale of investment | 38,111 | 169,166 |
Purchases of fixed assets | (2,513) | |
Net cash provided by investing activities | 38,111 | 166,653 |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Repayments of note payable - related parties | (22,500) | |
Net cash (used in) financing activities | (22,500) | |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (169,497) | (11,809) |
CASH - BEGINNING OF PERIOD | 309,738 | 63,151 |
CASH - END OF PERIOD | 140,241 | 51,342 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 1,524 | |
Cash paid for income taxes |
DESCRIPTION OF BUSINESS, BASIS
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The terms “we,” “us,” “our,” “registrant,” “Fortium Holdings”, and the “Company” refer to Fortium Holdings Corp. On March 27, 2020, Banner Midstream Corp., the Company’s principal asset, was acquired by Ecoark Holdings, Inc., (“Ecoark”) pursuant a Stock Purchase Agreement, dated March 27, 2020 (the “Banner Purchase Agreement”), between Ecoark and the Company . Pursuant to the Banner Purchase Agreement, Ecoark acquired 100 1,789,041 2.72 11,774,000 On March 18, 2021, the Company formed Norr LLC (“Norr”), a Nevada limited liability company and wholly-owned subsidiary of the Company, and commenced operations as a sports equipment and apparel manufacturer and retailer. Prior to organization of Norr, the Company’s Chief Executive Officer had explored this business opportunity and commenced preparation of a business plan for the business. On March 23, 2021, the Company engaged the services of two consultants and entered into consulting agreements through Norr pursuant to which each consultant provides services to Norr in exchange for $ 1,000 On September 9, 2021, the Company formed Elysian, a Colorado corporation and the Company’s wholly-owned subsidiary. On September 14, 2021, Elysian entered into a Stock Purchase Agreement (“SPA”) with Treehouse Company, Inc. (“Treehouse”), and its sole shareholder Alex Gosselin (the “Seller”) pursuant to which Elysian shall purchase 80 200,000 200,000 On December 2, 2021, Elysian, the Company, 7Seeds Inc. (“7Seeds”), and Firebreak Associates, Inc. (“Firebreak”) (collectively, the “Parties”) entered into a joint venture agreement (the “JVA”). Pursuant to the JVA, 7Seeds, Firebreak and Elysian agreed to cooperate in the opening and operation of cannabis distribution facilities as follows: (i) 7Seeds agreed to provide consulting services to Elysian including identifying locations to open new commercial cannabis businesses, including without limitation dispensaries, delivery stores, and other businesses engaging in cannabis related activities (the “Elysian Stores”), securing proper state and local licensure, planning commercial cannabis business operations at those locations in exchange for the compensation described below, and (ii) Firebreak, as the owner of certain trademarks and service marks (the “CannaBlue Marks”), agreed to license the CannaBlue Marks to Elysian for which Elysian obtained the option to open the Elysian Stores under the name “CannaBlue” and making use of the CannaBlue Marks. The Elysian Stores will be owned and operated entirely by Elysian or its affiliates. Under the JVA, 7Seeds agreed to provide services to Elysian for a 36-month period commencing on the effective date of the JVA, for which Elysian agreed to compensate 7Seeds as follows: (a) $ 5,000 10,000 12,500 15,000 6 50,000 Under the JVA, Firebreak has granted Elysian a license to use the CannaBlue Marks in connection with the Elysian Stores in the license territory, consisting of the United States. The license term is for a period of five years and is automatically renewable for successive one-year terms, unless terminated in accordance with the JVA. In exchange for the license, Elysian agreed to pay Firebreak (a) an annual royalty fee of $ 5,000 6 In December 2021, Norr entered into a term sheet for an Advisory Agreement with three individual contractors. The Advisory Agreements, were effective upon the signing of the definitive documents on January 24, 2022 and are for a period of five years. If any of the advisors voluntarily or involuntarily terminates his services, his agreement will automatically terminate. All advisors will be paid $ 1,000 (a) Upon the first $ 1 5 (b) Upon the first $ 100,000 5 (c) Upon the first $ 250,000 5 (d) Upon the first $ 500,000 5 (e) Upon the first $ 1,000,000 5 (f) Upon the first $ 1,000,000 200,000 (g) Upon the first $ 2,500,000 300,000 (h) Upon the first $ 5,000,000 400,000 The maximum ownership the advisors may collectively receive in Norr shall be 25 1,000,000 5,000,000 900,000 5 5 Simultaneously with the SPA, Elysian and the Seller entered into a Memorandum of Understanding with Treehouse pursuant to which the parties agreed that Elysian will purchase the remaining 20 200,000 200,000 The Company is subject to a number of risks, including the need to develop the Elysian, Norr business and/or acquire and successfully operate a new business, and the risk of raising capital through equity and/or debt financings. On January 7, 2021, shareholders of the Company representing approximately 57 Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year due to various factors. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company has utilized the guidance under ASC 810-10-55-4B, Case A for a Change that has resulted in the recognition of non-controlling interest. On January 22, 2022, Norr commenced generating revenues and this triggered the recognition of ownership interests being allocated to three contractors per their agreements. As a result 5% interest has been allocated to them and the Company now owns 95% of Norr. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, estimates of discount rates in lease, liabilities to accrue, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. Acquisition Accounting The Company’s acquisitions are accounted for under the acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The excess of the fair value of the net assets acquired over the fair value of the consideration conveyed is recorded as a non-operating gain on acquisition. The statements of operations for the periods presented include the results of operations for each of the acquisitions from the date of acquisition. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, of ten years for all property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. Computer equipment has an estimated useful life of three years. The licenses anticipated to be acquired in the Treehouse acquisition are indefinite, however management will have an estimated useful life of ten years from the date of acquisition. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Accrued Expenses To prepare its financial statements, the Company estimates accrued expenses. The accrual process involves reviewing open contracts, communicating with personnel to identify services that have been performed on behalf of the Company and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Although the Company does not expect the estimates to be materially different from amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Historically, the estimated accrued liabilities have approximated actual expenses incurred. Subsequent changes in estimates may result in a material change in the accruals. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying values of the Company’s financial instruments such as cash, investments, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. Investments The Company measures their investments at fair value with changes in fair value recognized in net income (loss) pursuant to ASU 2016-01, “Financial Instruments-Overall”. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The core principle of the revenue standard is that a company should recognize 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 following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Share-Based Payment Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. Segment Reporting The Company, through the formation of Norr and anticipated acquisition of Treehouse, has created two distinct business segments. The Company has only nominal operations in Norr as they are in the start-up phase of this organization and upon the acquisition of Treehouse will have the commercial cannabis distribution licenses transferred to Elysian. Upon operations commencing, the Company will segment report these two segments. There are currently only nominal operations of Norr and Elysian (approximately 1% of total net loss). For 2021, there were no segments. Leases The Company followed ASC 840 Leases Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Going Concern The Company concluded that its negative cash flows from operations raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued. Management intends to oversee the development and growth of the Company’s anticipated commercial cannabis distribution business and sporting goods and apparel business and continue to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our management team has experience in the cannabis space and sporting goods and apparel industry and in consulting both private and public companies in operational processes, although no assurances can be given that he can successfully grow our operations through our subsidiary or identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan. These condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. On March 27, 2020, Banner Midstream was acquired by Ecoark for 1,789,041 one-for-five reverse stock split 200,000 1,589,041 Impact of COVID-19 Since the sale of Banner Midstream, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations until recently. The pandemic may, however, have an impact on our ability to develop the Norr business and anticipated Elysian business with the acquisition of Treehouse. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 2: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following represents the disaggregation of revenue by major source for the three months ended March 31, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE BY MAJOR SOURCE 2022 2021 Revenue: Product sales - Norr $ 529 $ - Other revenue - - Total revenue $ 529 $ - There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 3: FIXED ASSETS Fixed assets as of March 31, 2022 and December 31, 2021 were as follows: SCHEDULE OF FIXED ASSETS March 31, 2022 (unaudited) December 31, 2021 Computer equipment $ 2,513 $ 2,513 Accumulated depreciation (1,047 ) (838 ) Net fixed assets $ 1,466 $ 1,675 Depreciation expense for the three months ended March 31, 2022 and 2021 were $ 209 209 |
DEPOSIT
DEPOSIT | 3 Months Ended |
Mar. 31, 2022 | |
Deposit | |
DEPOSIT | NOTE 4: DEPOSIT On March 8, 2022, the Company entered into a stock purchase agreement whereby the Company paid a non-refundable $ 50,000 5 |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable - Related Parties | |
NOTES PAYABLE - RELATED PARTIES | NOTE 5: NOTES PAYABLE - RELATED PARTIES The Company borrowed funds from Atikin Investments LLC (“Atikin”), an entity managed by the former Chief Executive Officer of the Company, to pay for operating expenses. The Company formalized the arrangement on August 1, 2020 when it issued to Atikin a Junior Secured Revolving Promissory Note for a principal amount up to $ 200,000 Through December 31, 2020, the Company borrowed a total $ 57,500 35,000 22,500 December 15, 2020 January 15, 2021 22,500 1,524 45 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company has authority to issue up to 200,000,000 0.0001 100,000,000 200,000,000 8,400,000 On September 14, 2021, the Company issued 1,400,000 14,000 Stock Options The Company’s Board of Directors approved the adoption of the Mount Tam 2016 Stock-Based Compensation Plan (the “2016 Plan”) on May 12, 2016. On May 2, 2016, the Company granted options to purchase up to 2,737 56.05 51,683 1.90 On October 2, 2016, the Company granted options to purchase up to 1,421 38.00 4,579 1.90 The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. All options stand completely vested on the date of the reverse merger November 18, 2019. SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS Date of Grant Expected term (years) 10 Expected volatility 283 % Risk-free interest rate 2.55 % Dividend yield 0 % As summary of option activity under the 2016 Plan as of March 31, 2022 and December 31, 2021 and changes during the periods then ended are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2020 60,421 $ 5.20 7.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at December 31, 2021 60,421 $ 5.20 6.02 Exercisable at December 31, 2021 60,421 $ 5.20 6.02 Number of Options Weighted Average Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2021 60,421 $ 5.20 6.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at March 31, 2022 60,421 $ 5.20 5.77 Exercisable at March 31, 2022 60,421 $ 5.20 5.77 Warrants On August 10, 2017, the Company entered into a Securities Purchase Agreement with two investors to purchase from the Company 42,510 525,000 5,314 14.25 5,314 19.00 500 August 10, 2022 On July 21, 2021, the Company entered into a consulting agreement with Atikin for a period of one year, expiring July 20, 2022. Pursuant to the consulting agreement, as amended in September 2021, in exchange for Atikin’s provision of consulting services with respect to mergers and acquisitions and general business and operational assistance, the Company granted Atikin 1,400,000 five years 0.01 905,771 700,000 1,400,000 14,000 SCHEDULE OF WARRANTS ACTIVITY Warrants Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 10,628 $ 16.625 1.70 $ - Granted 1,400,000 0.01 5.00 - Exercised (1,400,000 ) (0.01 ) ( 5.00 ) - Forfeited or expired - - - - Outstanding at December 31, 2021 10,628 $ 16.625 0.70 $ - Exercisable at December 31, 2021 10,628 $ 16.625 0.70 $ - Warrants Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 10,628 $ 16.625 0.70 $ - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at March 31, 2022 10,628 $ 16.625 0.45 $ - Exercisable at March 31, 2022 10,628 $ 16.625 0.45 $ - The following assumptions were used for the three months ended March 31, 2022 and year ended December 31, 2021: SCHEDULE OF FAIR VALUE ASSUMPTION OF WARRANTS Three Months Ended March 31, 2022 Year Ended December 31, 2021 Expected term - 5 Expected volatility - % 323.133 % Expected dividend yield - - Risk-free interest rate - % 0.10 % |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
LEASES | NOTE 7: LEASES The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the standard did not result in an adjustment to retained earnings for the Company. All of the right of use assets and lease liabilities related to Banner Midstream and were sold/assumed to Ecoark in the merger with Ecoark on March 27, 2020. The Company currently leases space on a month-to-month basis and that lease is not subject to the provisions of ASC 842. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8: RELATED PARTY TRANSACTIONS During the period ended June 30, 2020, the Company borrowed from Atikin, an entity managed by a former officer of the Company, to pay for operating expenses. The Company formalized the arrangement on August 1, 2020 when it issued to Atikin a Junior Secured Revolving Promissory Note for a principal amount up to $ 200,000 57,500 35,000 22,500 December 15, 2020 1,479 On July 21, 2021, the Company entered into a consulting agreement with Atikin for a period of one year, expiring July 20, 2022. Pursuant to the consulting agreement, as amended in September 2021, in exchange for Atikin’s provision of consulting services with respect to mergers and acquisitions and general business and operational assistance, the Company granted Atikin 1,400,000 five years 0.01 905,771 700,000 1,400,000 14,000 5,000 During the year ended December 31, 2021, the Chief Executive Officer advanced the Company $ 10,000 The May Family Foundation controls 18.89 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, investments, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the three months ended March 31, 2022 and the year ended December 31, 2021. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of: SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECOGNIZED FAIR VALUE ON RECURRING BASIS March 31, 2022 Level 1 Level 2 Level 3 Total Gains Investment $ - $ - $ - $ (4,648 ) December 31, 2021 Investment $ 33,463 $ - $ - $ (918,497 ) |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 10: COMMITMENTS On December 2, 2021, Elysian, the Company, 7Seeds Inc. (“7Seeds”), and Firebreak Associates, Inc. (“Firebreak”) (collectively, the “Parties”) entered into a joint venture agreement (the “JVA”). Pursuant to the JVA, 7Seeds, Firebreak and Elysian agreed to cooperate in the opening and operation of cannabis distribution facilities as follows: (i) 7Seeds agreed to provide consulting services to Elysian including identifying locations to open new commercial cannabis businesses, including without limitation dispensaries, delivery stores, and other businesses engaging in cannabis related activities (the “Elysian Stores”), securing proper state and local licensure, planning commercial cannabis business operations at those locations in exchange for the compensation described below, and (ii) Firebreak, as the owner of certain trademarks and service marks (the “CannaBlue Marks”), agreed to license the CannaBlue Marks to Elysian for which Elysian obtained the option to open the Elysian Stores under the name “CannaBlue” and making use of the CannaBlue Marks. The Elysian Stores will be owned and operated entirely by Elysian or its affiliates. Under the JVA, 7Seeds agreed to provide services to Elysian for a 36-month period commencing on the effective date of the JVA, for which Elysian agreed compensate 7Seeds as follows: (a) $ 5,000 10,000 12,500 15,000 6 50,000 Under the JVA, Firebreak has granted Elysian a license to use the CannaBlue Marks in connection with the Elysian Stores in the license territory, consisting of the United States. The license term is for a period of five years and is automatically renewable for successive one-year terms, unless terminated in accordance with the JVA. In exchange for the license, Elysian agreed to pay Firebreak (a) an annual royalty fee of $ 5,000 6 In December 2021, Norr entered into a term sheet for an Advisory Agreement with three individual contractors. The Advisory Agreements, were effective upon the signing of the definitive documents on January 24, 2022 and are for a period of five years. If any advisor voluntarily or involuntarily terminates his services, his agreement will automatically terminate. All advisors will be paid $ 1,000 (a) Upon the first $ 1 5 (b) Upon the first $ 100,000 5 (c) Upon the first $ 250,000 5 (d) Upon the first $ 500,000 5 (e) Upon the first $ 1,000,000 5 (f) Upon the first $ 1,000,000 200,000 (g) Upon the first $ 2,500,000 300,000 (h) Upon the first $ 5,000,000 400,000 The maximum ownership the advisors may collectively receive in Norr shall be 25 1,000,000 5,000,000 900,000 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 11: SEGMENT REPORTING The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information For 2021, the Company was just starting operations in Norr and did not segment their operations. Commencing January 1, 2022, the Company’s chief operating decision maker determined that they met the qualifications to segment their business into two distinct divisions: Norr and Elysian. SCHEDULE OF SEGMENT REPORTING Period Ended March 31, 2022 Norr Elysian Total Segmented operating revenues $ 529 $ - $ 529 Cost of revenues 6,705 - 6,705 Gross loss (6,176 ) - (6,176 ) Total operating expenses net of depreciation 47,417 114,959 162,376 Depreciation 63 146 209 Other (income) expense (1,395 ) (3,253 ) (4,648 ) (Loss) from continuing operations $ (52,261 ) $ (111,852 ) $ (164,113 ) Segmented assets as of March 31, 2022 Property and equipment, net $ 440 $ 1,026 $ 1,466 |
DESCRIPTION OF BUSINESS, BASI_2
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business The terms “we,” “us,” “our,” “registrant,” “Fortium Holdings”, and the “Company” refer to Fortium Holdings Corp. On March 27, 2020, Banner Midstream Corp., the Company’s principal asset, was acquired by Ecoark Holdings, Inc., (“Ecoark”) pursuant a Stock Purchase Agreement, dated March 27, 2020 (the “Banner Purchase Agreement”), between Ecoark and the Company . Pursuant to the Banner Purchase Agreement, Ecoark acquired 100 1,789,041 2.72 11,774,000 On March 18, 2021, the Company formed Norr LLC (“Norr”), a Nevada limited liability company and wholly-owned subsidiary of the Company, and commenced operations as a sports equipment and apparel manufacturer and retailer. Prior to organization of Norr, the Company’s Chief Executive Officer had explored this business opportunity and commenced preparation of a business plan for the business. On March 23, 2021, the Company engaged the services of two consultants and entered into consulting agreements through Norr pursuant to which each consultant provides services to Norr in exchange for $ 1,000 On September 9, 2021, the Company formed Elysian, a Colorado corporation and the Company’s wholly-owned subsidiary. On September 14, 2021, Elysian entered into a Stock Purchase Agreement (“SPA”) with Treehouse Company, Inc. (“Treehouse”), and its sole shareholder Alex Gosselin (the “Seller”) pursuant to which Elysian shall purchase 80 200,000 200,000 On December 2, 2021, Elysian, the Company, 7Seeds Inc. (“7Seeds”), and Firebreak Associates, Inc. (“Firebreak”) (collectively, the “Parties”) entered into a joint venture agreement (the “JVA”). Pursuant to the JVA, 7Seeds, Firebreak and Elysian agreed to cooperate in the opening and operation of cannabis distribution facilities as follows: (i) 7Seeds agreed to provide consulting services to Elysian including identifying locations to open new commercial cannabis businesses, including without limitation dispensaries, delivery stores, and other businesses engaging in cannabis related activities (the “Elysian Stores”), securing proper state and local licensure, planning commercial cannabis business operations at those locations in exchange for the compensation described below, and (ii) Firebreak, as the owner of certain trademarks and service marks (the “CannaBlue Marks”), agreed to license the CannaBlue Marks to Elysian for which Elysian obtained the option to open the Elysian Stores under the name “CannaBlue” and making use of the CannaBlue Marks. The Elysian Stores will be owned and operated entirely by Elysian or its affiliates. Under the JVA, 7Seeds agreed to provide services to Elysian for a 36-month period commencing on the effective date of the JVA, for which Elysian agreed to compensate 7Seeds as follows: (a) $ 5,000 10,000 12,500 15,000 6 50,000 Under the JVA, Firebreak has granted Elysian a license to use the CannaBlue Marks in connection with the Elysian Stores in the license territory, consisting of the United States. The license term is for a period of five years and is automatically renewable for successive one-year terms, unless terminated in accordance with the JVA. In exchange for the license, Elysian agreed to pay Firebreak (a) an annual royalty fee of $ 5,000 6 In December 2021, Norr entered into a term sheet for an Advisory Agreement with three individual contractors. The Advisory Agreements, were effective upon the signing of the definitive documents on January 24, 2022 and are for a period of five years. If any of the advisors voluntarily or involuntarily terminates his services, his agreement will automatically terminate. All advisors will be paid $ 1,000 (a) Upon the first $ 1 5 (b) Upon the first $ 100,000 5 (c) Upon the first $ 250,000 5 (d) Upon the first $ 500,000 5 (e) Upon the first $ 1,000,000 5 (f) Upon the first $ 1,000,000 200,000 (g) Upon the first $ 2,500,000 300,000 (h) Upon the first $ 5,000,000 400,000 The maximum ownership the advisors may collectively receive in Norr shall be 25 1,000,000 5,000,000 900,000 5 5 Simultaneously with the SPA, Elysian and the Seller entered into a Memorandum of Understanding with Treehouse pursuant to which the parties agreed that Elysian will purchase the remaining 20 200,000 200,000 The Company is subject to a number of risks, including the need to develop the Elysian, Norr business and/or acquire and successfully operate a new business, and the risk of raising capital through equity and/or debt financings. On January 7, 2021, shareholders of the Company representing approximately 57 |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year due to various factors. |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company has utilized the guidance under ASC 810-10-55-4B, Case A for a Change that has resulted in the recognition of non-controlling interest. On January 22, 2022, Norr commenced generating revenues and this triggered the recognition of ownership interests being allocated to three contractors per their agreements. As a result 5% interest has been allocated to them and the Company now owns 95% of Norr. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, estimates of discount rates in lease, liabilities to accrue, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. |
Acquisition Accounting | Acquisition Accounting The Company’s acquisitions are accounted for under the acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The excess of the fair value of the net assets acquired over the fair value of the consideration conveyed is recorded as a non-operating gain on acquisition. The statements of operations for the periods presented include the results of operations for each of the acquisitions from the date of acquisition. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, of ten years for all property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. Computer equipment has an estimated useful life of three years. The licenses anticipated to be acquired in the Treehouse acquisition are indefinite, however management will have an estimated useful life of ten years from the date of acquisition. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. |
Accrued Expenses | Accrued Expenses To prepare its financial statements, the Company estimates accrued expenses. The accrual process involves reviewing open contracts, communicating with personnel to identify services that have been performed on behalf of the Company and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Although the Company does not expect the estimates to be materially different from amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Historically, the estimated accrued liabilities have approximated actual expenses incurred. Subsequent changes in estimates may result in a material change in the accruals. |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying values of the Company’s financial instruments such as cash, investments, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. |
Investments | Investments The Company measures their investments at fair value with changes in fair value recognized in net income (loss) pursuant to ASU 2016-01, “Financial Instruments-Overall”. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The core principle of the revenue standard is that a company should recognize 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 following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. |
Segment Reporting | Segment Reporting The Company, through the formation of Norr and anticipated acquisition of Treehouse, has created two distinct business segments. The Company has only nominal operations in Norr as they are in the start-up phase of this organization and upon the acquisition of Treehouse will have the commercial cannabis distribution licenses transferred to Elysian. Upon operations commencing, the Company will segment report these two segments. There are currently only nominal operations of Norr and Elysian (approximately 1% of total net loss). For 2021, there were no segments. |
Leases | Leases The Company followed ASC 840 Leases |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
Going Concern | Going Concern The Company concluded that its negative cash flows from operations raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued. Management intends to oversee the development and growth of the Company’s anticipated commercial cannabis distribution business and sporting goods and apparel business and continue to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our management team has experience in the cannabis space and sporting goods and apparel industry and in consulting both private and public companies in operational processes, although no assurances can be given that he can successfully grow our operations through our subsidiary or identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan. These condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. On March 27, 2020, Banner Midstream was acquired by Ecoark for 1,789,041 one-for-five reverse stock split 200,000 1,589,041 |
Impact of COVID-19 | Impact of COVID-19 Since the sale of Banner Midstream, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations until recently. The pandemic may, however, have an impact on our ability to develop the Norr business and anticipated Elysian business with the acquisition of Treehouse. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE BY MAJOR SOURCE | The following represents the disaggregation of revenue by major source for the three months ended March 31, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE BY MAJOR SOURCE 2022 2021 Revenue: Product sales - Norr $ 529 $ - Other revenue - - Total revenue $ 529 $ - |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | Fixed assets as of March 31, 2022 and December 31, 2021 were as follows: SCHEDULE OF FIXED ASSETS March 31, 2022 (unaudited) December 31, 2021 Computer equipment $ 2,513 $ 2,513 Accumulated depreciation (1,047 ) (838 ) Net fixed assets $ 1,466 $ 1,675 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS | The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. All options stand completely vested on the date of the reverse merger November 18, 2019. SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS Date of Grant Expected term (years) 10 Expected volatility 283 % Risk-free interest rate 2.55 % Dividend yield 0 % |
SCHEDULE OF STOCK OPTION ACTIVITY | As summary of option activity under the 2016 Plan as of March 31, 2022 and December 31, 2021 and changes during the periods then ended are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2020 60,421 $ 5.20 7.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at December 31, 2021 60,421 $ 5.20 6.02 Exercisable at December 31, 2021 60,421 $ 5.20 6.02 Number of Options Weighted Average Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2021 60,421 $ 5.20 6.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at March 31, 2022 60,421 $ 5.20 5.77 Exercisable at March 31, 2022 60,421 $ 5.20 5.77 |
SCHEDULE OF WARRANTS ACTIVITY | SCHEDULE OF WARRANTS ACTIVITY Warrants Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 10,628 $ 16.625 1.70 $ - Granted 1,400,000 0.01 5.00 - Exercised (1,400,000 ) (0.01 ) ( 5.00 ) - Forfeited or expired - - - - Outstanding at December 31, 2021 10,628 $ 16.625 0.70 $ - Exercisable at December 31, 2021 10,628 $ 16.625 0.70 $ - Warrants Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 10,628 $ 16.625 0.70 $ - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at March 31, 2022 10,628 $ 16.625 0.45 $ - Exercisable at March 31, 2022 10,628 $ 16.625 0.45 $ - |
SCHEDULE OF FAIR VALUE ASSUMPTION OF WARRANTS | The following assumptions were used for the three months ended March 31, 2022 and year ended December 31, 2021: SCHEDULE OF FAIR VALUE ASSUMPTION OF WARRANTS Three Months Ended March 31, 2022 Year Ended December 31, 2021 Expected term - 5 Expected volatility - % 323.133 % Expected dividend yield - - Risk-free interest rate - % 0.10 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECOGNIZED FAIR VALUE ON RECURRING BASIS | The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of: SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECOGNIZED FAIR VALUE ON RECURRING BASIS March 31, 2022 Level 1 Level 2 Level 3 Total Gains Investment $ - $ - $ - $ (4,648 ) December 31, 2021 Investment $ 33,463 $ - $ - $ (918,497 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING | SCHEDULE OF SEGMENT REPORTING Period Ended March 31, 2022 Norr Elysian Total Segmented operating revenues $ 529 $ - $ 529 Cost of revenues 6,705 - 6,705 Gross loss (6,176 ) - (6,176 ) Total operating expenses net of depreciation 47,417 114,959 162,376 Depreciation 63 146 209 Other (income) expense (1,395 ) (3,253 ) (4,648 ) (Loss) from continuing operations $ (52,261 ) $ (111,852 ) $ (164,113 ) Segmented assets as of March 31, 2022 Property and equipment, net $ 440 $ 1,026 $ 1,466 |
DESCRIPTION OF BUSINESS, BASI_3
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jan. 24, 2022 | Dec. 02, 2021 | Sep. 09, 2021 | Mar. 23, 2021 | Jan. 07, 2021 | Mar. 27, 2020 | Feb. 28, 2022 | Jan. 22, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||||||||||
Gross sales revenue on cash payment | 6.00% | 6.00% | ||||||||
Annual royalty fee | $ 50,000 | $ 50,000 | ||||||||
Cash compensation based liability | $ 1,000 | |||||||||
Revenue | $ 529 | |||||||||
Outstanding shares percentage | 18.89% | |||||||||
Shareholders [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Outstanding shares percentage | 57.00% | |||||||||
Norr [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity method investment, ownership percentage | 5.00% | |||||||||
Non controlling interest rate | 5.00% | |||||||||
Common Stock [Member] | Equity compensation advisors [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of shares authorized share based compensation | 900,000 | |||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Vesting rights percentage | 25.00% | |||||||||
Share based compensation | $ 5,000,000 | |||||||||
Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share based compensation | 1,000,000 | |||||||||
Upon First $1 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | $ 1 | |||||||||
Vesting rights percentage | 5.00% | |||||||||
Upon First $100,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | $ 100,000 | |||||||||
Vesting rights percentage | 5.00% | |||||||||
Upon First $250,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | $ 250,000 | |||||||||
Vesting rights percentage | 5.00% | |||||||||
Upon First $500,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | $ 500,000 | |||||||||
Vesting rights percentage | 5.00% | |||||||||
Upon First $1,000,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | $ 1,000,000 | |||||||||
Vesting rights percentage | 5.00% | |||||||||
Upon First $1,000,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | $ 1,000,000 | |||||||||
Common stock vested amount | 200,000 | |||||||||
Upon First $2,500,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | 2,500,000 | |||||||||
Common stock vested amount | 300,000 | |||||||||
Upon First $5,000,000 of Revenue [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Revenue | 5,000,000 | |||||||||
Common stock vested amount | $ 400,000 | |||||||||
First Three Months [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issuance of stock warrants | 5,000 | $ 5,000 | ||||||||
Four and through Month Twelve [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issuance of stock warrants | 10,000 | 10,000 | ||||||||
Thirteen and through Month Twenty-four [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issuance of stock warrants | 12,500 | 12,500 | ||||||||
Twenty Five and through Month Thirty-six [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issuance of stock warrants | $ 15,000 | 15,000 | ||||||||
Norr LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issued for services per month | $ 1,000 | |||||||||
Elysian premium corp [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Gross sales revenue on cash payment | 6.00% | |||||||||
Annual royalty fee | $ 5,000 | 5,000 | ||||||||
Ecoark holdings inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Stockholders' equity, reverse stock split | one-for-five reverse stock split | |||||||||
Stock purchase agreement [Member] | Treehouse Company Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Purchase price of common stock, percent | 80.00% | |||||||||
Stock purchase price | $ 200,000 | |||||||||
Purchase of remaining common stock percentage | 20.00% | |||||||||
Proceeds from common stock | $ 200,000 | |||||||||
Proceeds from sales | $ 200,000 | |||||||||
Stock purchase agreement [Member] | Treehouse Company Inc [Member] | Escrow Agent [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Asset acquisition, price of acquisition, expected | $ 200,000 | |||||||||
Purchases Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership interests description | As a result 5% interest has been allocated to them and the Company now owns 95% of Norr. | |||||||||
Ecoark holdings inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,789,041 | |||||||||
Stock issued during period retained | 200,000 | |||||||||
Ecoark holdings inc [Member] | Stock purchase agreement [Member] | Banner midstream corp [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Acquisition percentage | 100.00% | |||||||||
Acquisition of common stock, shares | 1,789,041 | |||||||||
Acquired price | $ 2.72 | |||||||||
Acquisition of common stock, value | $ 11,774,000 | |||||||||
Banner Midstream [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 1,589,041 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE BY MAJOR SOURCE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 529 | |
Product sales NORR [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 529 | |
Other revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue |
REVENUE (Details Narrative)
REVENUE (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligation, description of good or service | contracts with an original expected length of one year or less |
Performance obligation, description of timing | contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed |
Performance obligation, description of payment terms | Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 2,513 | $ 2,513 |
Accumulated depreciation | (1,047) | (838) |
Net fixed assets | $ 1,466 | $ 1,675 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 209 | $ 209 |
DEPOSIT (Details Narrative)
DEPOSIT (Details Narrative) - Purchase Agreement [Member] - Firebreak Associates Inc [Member] | Mar. 08, 2022USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payment of non refundable | $ 50,000 |
Equity method investment, ownership percentage | 5.00% |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | Jan. 11, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 02, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Interest expense | $ 45 | |||
Junior Secured Revolving Promissory Note [Member] | Atikin Investments LLC [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Debt instrument face amount | $ 22,500 | |||
Debt borrowed amount | $ 57,500 | |||
Debt instrument maturity date | Dec. 15, 2020 | |||
Chief Executive Officer [Member] | Atikin Investments LLC [Member] | Extended Maturity [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Debt instrument maturity date | Jan. 15, 2021 | |||
Chief Executive Officer [Member] | Atikin Investments LLC [Member] | Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Debt instrument face amount | $ 22,500 | |||
Debt borrowed amount | 57,500 | |||
Repayment of debt | $ 35,000 | |||
Debt instrument maturity date | Dec. 15, 2020 | |||
Repayment of notes payable - related parties | $ 22,500 | |||
Accrued interest | $ 1,524 | |||
Chief Executive Officer [Member] | Junior Secured Revolving Promissory Note [Member] | Atikin Investments LLC [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Debt instrument face amount | $ 200,000 |
SCHEDULE OF STOCK OPTIONS WEIGH
SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Expected term (years) | 10 years |
Expected volatility | 283.00% |
Risk-free interest rate | 2.55% |
Dividend yield | 0.00% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - 2016 Plan [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options outstanding, beginning balance | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, beginning balance | $ 5.20 | $ 5.20 |
Weighted Average Remaining Contractual Term, outstanding, beginning balance | 6 years 7 days | 7 years 7 days |
Number of Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Options, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Number of Options outstanding, ending balance | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, ending balance | $ 5.20 | $ 5.20 |
Weighted Average Remaining Contractual Term, outstanding, ending balance | 5 years 9 months 7 days | 6 years 7 days |
Number of Options outstanding, Exercisable | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, Exercisable | $ 5.20 | $ 5.20 |
Weighted Average Remaining Contractual Term, outstanding, Exercisable | 5 years 9 months 7 days | 6 years 7 days |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Warrants outstanding, beginning balance | 10,628 | 10,628 |
Weighted Average Exercise Price outstanding, beginning balance | $ 16.625 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, beginning balance | 8 months 12 days | 1 year 8 months 12 days |
Aggregate Intrinsic Value outstanding, beginning balance | ||
Number of Warrants, Granted | 1,400,000 | |
Weighted Average Exercise Price, Granted | $ 0.01 | |
Weighted average remaining contractual term outstanding, granted | 5 years | |
Number of Options, Exercised | (1,400,000) | |
Weighted Average Exercise Price, Exercised | $ (0.01) | |
Weighted average remaining contractual term outstanding, exercised | 5 years | |
Number of Options, Forfeited or expired | ||
Weighted Average Exercise Price, Forfeited or expired | ||
Number of Warrants outstanding, ending balance | 10,628 | 10,628 |
Weighted Average Exercise Price outstanding, ending balance | $ 16.625 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, ending balance | 5 months 12 days | 8 months 12 days |
Aggregate Intrinsic Value outstanding,ending balance | ||
Number of Warrants outstanding, Exercisable | 10,628 | 10,628 |
Weighted Average Exercise Price outstanding, Exercisable | $ 16.625 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, Exercisable | 5 months 12 days | 8 months 12 days |
Aggregate Intrinsic Value outstanding, Exercisable |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTION OF WARRANTS (Details) - Warrant [Member] - Integer / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Expected Term [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Expected term | 5 years | |
Measurement Input, Option Volatility [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant risk free interest rate | 323.133 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant risk free interest rate | ||
Measurement Input, Risk Free Interest Rate [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant risk free interest rate | 0.10 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Sep. 14, 2021 | Jul. 21, 2021 | Dec. 28, 2018 | Aug. 10, 2017 | Oct. 02, 2016 | May 02, 2016 | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2018 | May 30, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 100,000,000 | ||||||
Common stock, par value | $ 0.0001 | |||||||||
Common stock, shares issued | 1,400,000 | 8,400,000 | 8,400,000 | |||||||
Common stock, shares outstanding | 8,400,000 | 8,400,000 | ||||||||
Warrants exercised, value | $ 14,000 | |||||||||
Warrants granted | 1,400,000 | |||||||||
Warrants term | 5 years | |||||||||
Third Party [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants exercised, value | $ 14,000 | |||||||||
Warrant issued, shares | 700,000 | |||||||||
Warrants exercised, shares | 1,400,000 | |||||||||
Consulting Agreement [Member] | Atikin Investments LLC [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrant exercise price | $ 0.01 | |||||||||
Warrants granted | 1,400,000 | |||||||||
Warrants term | 5 years | |||||||||
Fair value of warrants | $ 905,771 | |||||||||
Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants to purchase common stock | 5,314 | |||||||||
Warrant exercise price | $ 19 | |||||||||
Warrants expiration date | Aug. 10, 2022 | |||||||||
Warrant [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants trade for common stock - percentage | 500.00% | |||||||||
Warrant [Member] | Two Investors [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants to purchase common stock | 42,510 | |||||||||
Aggregate purchase price of warrants | $ 525,000 | |||||||||
Warrant [Member] | Investors [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants to purchase common stock | 5,314 | |||||||||
Warrant exercise price | $ 14.25 | |||||||||
2016 Plan [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Options to purchase common stock | ||||||||||
Stock option, exercise price | ||||||||||
Warrants exercised, shares | ||||||||||
2016 Plan [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Options to purchase common stock | 51,683 | 1,421 | 2,737 | |||||||
Stock option, exercise price | $ 1.90 | $ 38 | $ 56.05 | |||||||
2016 Plan [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Options to purchase common stock | 4,579 | |||||||||
Stock option, exercise price | $ 1.90 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 14, 2021 | Jul. 21, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Aug. 02, 2020 |
Related Party Transaction [Line Items] | |||||||
Interest Expense | $ 45 | ||||||
Numbers of warrants , granted | 1,400,000 | ||||||
Warrant exercised, shares | 1,400,000 | ||||||
Warrants exercised, value | $ 14,000 | ||||||
Outstanding shares percentage | 18.89% | ||||||
Third Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant issued, shares | 700,000 | ||||||
Warrant exercised, shares | 1,400,000 | ||||||
Warrants exercised, value | $ 14,000 | ||||||
Consulting fee | $ 5,000 | ||||||
Consulting Agreement [Member] | Atikin Investments LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Numbers of warrants , granted | 1,400,000 | ||||||
Warrants term | 5 years | ||||||
Exercise price | $ 0.01 | ||||||
Fair value of warrants | $ 905,771 | ||||||
Junior Secured Revolving Promissory Note [Member] | Atikin Investments LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 22,500 | ||||||
Debt borrowed amount | $ 57,500 | ||||||
Debt instrument, maturity date | Dec. 15, 2020 | ||||||
Interest Expense | $ 1,479 | ||||||
Chief Executive Officer [Member] | Short-Term Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Repayments of debt | $ 10,000 | ||||||
Chief Executive Officer [Member] | Atikin Investments LLC [Member] | Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | 22,500 | ||||||
Debt borrowed amount | 57,500 | ||||||
Repayments of debt | $ 35,000 | ||||||
Debt instrument, maturity date | Dec. 15, 2020 | ||||||
Chief Executive Officer [Member] | Junior Secured Revolving Promissory Note [Member] | Atikin Investments LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 200,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECOGNIZED FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ (4,648) | $ (918,497) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 33,463 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 24, 2022 | Dec. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Percentage of gross sales revenue on cash payment | 6.00% | 6.00% | ||
Annual royalty fee | $ 50,000 | $ 50,000 | ||
Cash compensation based liability per month | $ 1,000 | |||
Revenue | 529 | |||
Common Stock [Member] | Equity compensation advisors [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of shares | 900,000 | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Vesting percentage | 25.00% | |||
Share based compensation | $ 5,000,000 | |||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Share based compensation | 1,000,000 | |||
Upon First $1 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | $ 1 | |||
Vesting percentage | 5.00% | |||
Upon First $100,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | $ 100,000 | |||
Vesting percentage | 5.00% | |||
Upon First $250,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | $ 250,000 | |||
Vesting percentage | 5.00% | |||
Upon First $500,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | $ 500,000 | |||
Vesting percentage | 5.00% | |||
Upon First $1,000,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | $ 1,000,000 | |||
Vesting percentage | 5.00% | |||
Upon First $1,000,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | $ 1,000,000 | |||
Common stock vested amount | 200,000 | |||
Upon First $2,500,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | 2,500,000 | |||
Common stock vested amount | 300,000 | |||
Upon First $5,000,000 of Revenue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue | 5,000,000 | |||
Common stock vested amount | $ 400,000 | |||
Elysian premium corp [Member] | ||||
Loss Contingencies [Line Items] | ||||
Percentage of gross sales revenue on cash payment | 6.00% | |||
Annual royalty fee | $ 5,000 | $ 5,000 | ||
Elysian Premium Corp [Member] | ||||
Loss Contingencies [Line Items] | ||||
Percentage of gross sales revenue on cash payment | 6.00% | |||
First Three Months [Member] | ||||
Loss Contingencies [Line Items] | ||||
Issuance of stock and warrants | 5,000 | $ 5,000 | ||
Four and through Month Twelve [Member] | ||||
Loss Contingencies [Line Items] | ||||
Issuance of stock and warrants | 10,000 | 10,000 | ||
Thirteen and through Month Twenty-four [Member] | ||||
Loss Contingencies [Line Items] | ||||
Issuance of stock and warrants | 12,500 | 12,500 | ||
Twenty Five and through Month Thirty-six [Member] | ||||
Loss Contingencies [Line Items] | ||||
Issuance of stock and warrants | $ 15,000 | $ 15,000 |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
REVENUE | $ 529 | ||
Cost of revenues | 6,705 | ||
GROSS PROFIT (LOSS) | (6,176) | ||
Total operating expenses net of depreciation | 162,376 | ||
Depreciation | 209 | 209 | |
Other (income) expense | (4,648) | (434,563) | |
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES | (164,113) | $ 300,102 | |
Property plant and equipment net | 1,466 | $ 1,675 | |
Norr [Member] | |||
Segment Reporting Information [Line Items] | |||
REVENUE | 529 | ||
Cost of revenues | 6,705 | ||
GROSS PROFIT (LOSS) | (6,176) | ||
Total operating expenses net of depreciation | 47,417 | ||
Depreciation | 63 | ||
Other (income) expense | (1,395) | ||
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES | (52,261) | ||
Property plant and equipment net | 440 | ||
Elysian [Member] | |||
Segment Reporting Information [Line Items] | |||
REVENUE | |||
Cost of revenues | |||
GROSS PROFIT (LOSS) | |||
Total operating expenses net of depreciation | 114,959 | ||
Depreciation | 146 | ||
Other (income) expense | (3,253) | ||
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES | (111,852) | ||
Property plant and equipment net | $ 1,026 |