Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55915 | ||
Entity Registrant Name | 12 ReTech Corporation | ||
Entity Central Index Key | 0001627611 | ||
Entity Tax Identification Number | 38-3954047 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2828 N. Central Ave, | ||
Entity Address, Address Line Two | Suite 831, | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85004 | ||
City Area Code | 530 | ||
Local Phone Number | 539-4329 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
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 Public Float | $ 500,000 | ||
Entity Common Stock, Shares Outstanding | 13,250,857,253 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 12,786 | $ 11,784 |
Accounts receivable | 11,637 | 3,108 |
Inventory | 104,153 | 177,172 |
Prepaid expenses | 13,500 | 12,920 |
Total Current Assets | 142,076 | 204,984 |
Fixed assets, net | 45,627 | 88,228 |
ROU Asset | 355,882 | 52,671 |
Other Asset | 89,000 | |
Security deposit | 231,310 | 241,250 |
TOTAL ASSETS | 863,895 | 587,133 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 4,167,604 | 3,187,592 |
Due to stockholders | 386,773 | 383,753 |
Related Party Notes payable, net of discounts | 31,000 | 31,000 |
Notes payables, net of discounts | 35,000 | |
Convertible notes payable, net of discounts | 1,212,926 | 1,268,647 |
Derivative liabilities | 6,758,937 | 23,798,240 |
General default reserve | 1,364,204 | 2,278,648 |
Lease liability | 179,349 | 52,671 |
Bank loans | 249,937 | 249,937 |
Merchant cash advances, net of discounts | 585,446 | 409,892 |
Total Current Liabilities | 14,936,175 | 31,695,379 |
Lease Liability | 176,533 | 0 |
SBA EIDL Loans | 325,099 | 620,182 |
Total Long-Term Liabilities | 501,632 | 620,182 |
Total Liabilities | 15,437,807 | 32,315,561 |
Commitments and Contingencies | ||
Stockholders’ Deficit: | ||
Common stock: 20,000,000,000 authorized, $0.00001 par value; 12,862,508,315 and 1,177,103,618 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 128,625 | 11,768 |
Additional paid-in capital | 32,202,280 | 9,282,228 |
Minority interest | (661,179) | (634,297) |
Accumulated other comprehensive income | (4,082) | (1,493) |
Accumulated deficit | (49,709,916) | (44,475,900) |
Total Stockholders’ Deficit | (17,066,799) | (34,780,224) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 863,895 | 587,133 |
Series B Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred Stock | 170,400 | |
Series D-1 Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred Stock | ||
Series D-2 Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred Stock | 2,218,653 | 2,607,162 |
Series D-3 Preferred Stock [Member] | ||
Current Liabilities: | ||
Preferred Stock | 274,234 | 274,234 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock | 95 | 93 |
Series C Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock | 2 | 1 |
Series D-5 Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock | 513,976 | 513,976 |
Series D-6 Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock | $ 463,400 | $ 523,400 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 20,000,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |
Common Stock, Shares, Outstanding | 12,862,508,315 | 1,177,103,618 |
Common Stock, Shares, Issued | 12,862,508,315 | 1,177,103,618 |
Series B Preferred Stock [Member] | ||
Temporary equity, shares designated | 1,000,000 | 1,000,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 1 | $ 1 |
Temporary equity, shares issued | 0 | 170,400 |
Temporary equity, shares outstanding | 0 | 170,400 |
Temporary equity, liquidation preference | $ 0 | $ 0 |
Series D-1 Preferred Stock [Member] | ||
Temporary equity, shares designated | 500,000 | 500,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 2 | $ 2 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, liquidation preference | $ 0 | $ 0 |
Series D-2 Preferred Stock [Member] | ||
Temporary equity, shares designated | 2,500,000 | 2,500,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 2 | $ 2 |
Temporary equity, shares issued | 754,410 | 912,368 |
Temporary equity, shares outstanding | 754,410 | 912,368 |
Temporary equity, liquidation preference | $ 1,508,820 | $ 1,508,820 |
Series D-3 Preferred Stock [Member] | ||
Temporary equity, shares designated | 500,000 | 500,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 5 | $ 5 |
Temporary equity, shares issued | 54,840 | 54,840 |
Temporary equity, shares outstanding | 54,840 | 54,840 |
Temporary equity, liquidation preference | $ 274,234 | $ 274,234 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.00001 | |
Preferred stock, shares outstanding | 9,429,525 | 9,197,566 |
Preferred stock, shares issued | 9,429,525 | 9,197,566 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2 | 2 |
Preferred stock, par value | $ 0.00001 | |
Preferred stock, shares outstanding | 2 | 2 |
Preferred stock, shares issued | 2 | 2 |
Series D-5 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares outstanding | 128,494 | 128,494 |
Preferred stock, shares issued | 128,494 | 128,494 |
Preferred stock, stated value | $ 4 | $ 4 |
Series D-6 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.00001 | |
Preferred stock, shares outstanding | 92,680 | 104,680 |
Preferred stock, shares issued | 92,680 | 104,680 |
Preferred stock, stated value | $ 5 | $ 5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 660,206 | $ 721,312 |
Cost of revenue | 394,394 | 385,236 |
Gross Profit | 265,812 | 336,076 |
Operating Expenses | ||
General and administrative | 1,447,357 | 1,762,856 |
Professional fees | 744,112 | 683,251 |
Depreciation | 42,600 | 439,269 |
Total Operating Expenses | 2,234,069 | 2,885,376 |
Operating Income (Loss) | (1,968,257) | (2,549,300) |
Other Expense | ||
Other income | 598,809 | 431,937 |
Reserve Expense | 429,048 | (491,897) |
Interest expense | (2,528,426) | (471,579) |
Gain/ (loss) on derivative liability | (1,792,072) | (18,860,260) |
Net Other Income (Expense) | (3,292,641) | (19,391,799) |
Net Gain (Loss) | (5,260,898) | (21,941,099) |
Other comprehensive income- foreign currency translation adjustment | (2,589) | 962 |
Comprehensive Gain (Loss) | (5,263,487) | (21,940,137) |
Minority Interest | (26,882) | (221,544) |
Net Gain (Loss) to 12 ReTech Corporation | $ (5,236,605) | $ (21,718,593) |
Net Gain (Loss) Per Common Share: Basic and Diluted | $ 0 | $ (0.03) |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 7,139,048,844 | 641,140,917 |
Statement of Stockholders Defic
Statement of Stockholders Deficit - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Series D-5 Preferred Stock [Member]Preferred Stock [Member] | Series D-6 Preferred Stock [Member]Preferred Stock [Member] | Series D-6 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 92 | $ 1 | $ 513,976 | $ 523,400 | $ 369 | $ 8,341,811 | $ (412,753) | $ (2,455) | $ (22,756,345) | $ (13,791,905) | |
Beginning balance, shares at Dec. 31, 2019 | 9,183,816 | 1 | 128,494 | 104,680 | 36,935,303 | ||||||
Common stock issued for conversion of notes payable and accrued interest | $ 7,850 | 111,124 | 118,974 | ||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | 786,026,210 | ||||||||||
Common stock issued for Preferred Shares conversion | $ 3,550 | 42,448 | 45,998 | ||||||||
Common stock issued for Preferred Shares conversion | 355,142,105 | ||||||||||
Series D-2 shares exchanged for common stock | |||||||||||
Preferred shares issued for Cash | $ 523,400 | 5,051 | 5,051 | ||||||||
Preferred shares issued for Cash, shares | 13,750 | 104,680 | |||||||||
Preferred shares issued for compensation | |||||||||||
Preferred shares issued for compensation, shares | |||||||||||
Relief of derivative through conversion and issuance of preferred stock derivatives | |||||||||||
Dividends | 781,793 | 781,793 | |||||||||
Net loss | (221,543) | 962 | (21,719,555) | (21,940,137) | |||||||
Ending balance, value at Dec. 31, 2020 | $ 92 | $ 1 | $ 513,976 | $ 523,400 | $ 11,768 | 9,282,228 | (634,296) | (1,493) | (44,475,900) | (34,780,224) | |
Ending balance, shares at Dec. 31, 2020 | 9,197,566 | 1 | 128,494 | 104,680 | 1,177,103,618 | ||||||
Common stock issued for conversion of notes payable and accrued interest | $ 95,452 | 965,664 | 1,061,117 | ||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | 9,545,231,620 | ||||||||||
Common stock issued for Preferred Shares conversion | $ 21,403 | 1,163,247 | 1,184,650 | ||||||||
Common stock issued for Preferred Shares conversion | 2,140,173,077 | ||||||||||
Series D-2 shares exchanged for common stock | |||||||||||
Preferred shares issued for Cash | $ 1 | $ 463,400 | 59,999 | 60,001 | |||||||
Preferred shares issued for Cash, shares | 27,500 | 92,680 | |||||||||
Preferred shares issued for compensation | $ 2 | $ 1 | $ 35,400 | (15) | (12) | ||||||
Preferred shares issued for compensation, shares | 204,459 | 1 | 7,080 | ||||||||
Relief of derivative through conversion and issuance of preferred stock derivatives | 20,170,988 | 20,170,989 | |||||||||
Dividends | 560,170 | 560,170 | |||||||||
Net loss | (26,883) | (2,589) | (5,234,016) | (5,263,487) | |||||||
Preferred shares cancelled | $ (60,000) | (60,000) | |||||||||
Preferred shares cancelled, shares | (12,000) | ||||||||||
Ending balance, value at Dec. 31, 2021 | $ 95 | $ 2 | $ 513,976 | $ 463,400 | $ 128,625 | $ 32,202,280 | $ (661,179) | $ (4,082) | $ (49,709,916) | $ (17,066,799) | |
Ending balance, shares at Dec. 31, 2021 | 9,429,525 | 2 | 128,494 | 92,680 | 12,862,508,315 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (5,260,898) | $ (21,941,099) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 42,600 | 439,269 |
Increase in notes payable and Series D-2 for defaults | 491,897 | |
Excess fair market value of common shares over liabilities settled | ||
Accrual of dividends on preferred stock | 41,243 | |
Change in fair value of derivative liability | 1,669,945 | |
Gain/loss on derivative liability and additional interest expense recorded on issuance | 1,774,217 | 18,860,260 |
Loss on exchange and issuance of preferred stock | 109,080 | |
Amortization of debt discount | 342,738 | 4,460 |
Preferred stock dividends | 27,420 | |
Stock compensation | 1,585 | |
Right of use lease | 176,533 | |
Accounts receivable | (8,529) | 128,497 |
Prepaid Expenses | (580) | (5,320) |
Inventory | 73,019 | 64,815 |
Other current assets | 179,100 | |
Accounts payable and accrued liabilities | 978,709 | 1,020,096 |
Lease liability | (1,508) | |
Net Cash Provided By (Used in) Operating Activities | (536,307) | (609,210) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 399 | |
Cash received from acquisition | ||
Cash paid on acquisition | ||
Software development costs | (88,999) | (180,426) |
Security deposit | 9,940 | |
Net Cash Used in Investing Activities | (79,059) | (180,027) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (repayments) from stockholders | 3,021 | (338) |
Proceeds from convertible notes payable and notes payable | 637,875 | 80,000 |
Proceeds from Preferred Series Stock | 190,001 | 5,000 |
Preferred Series Stock Cancelled | (60,000) | |
Repayments of related party notes payable | (35,000) | |
Proceeds from PPP and SBA loans | (295,083) | 620,182 |
Payments on merchant financing | 175,554 | (62,937) |
Proceeds from bank loans | 16,687 | |
Net Cash Provided by Financing Activities | 616,368 | 658,593 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents - | (962) | |
Net decrease in cash and cash equivalents | 1,002 | (130,644) |
Cash and cash equivalents, beginning of period | 11,784 | 118,860 |
Cash and cash equivalents, end of period | 12,786 | 11,784 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Discounts on convertible notes payable | 220,889 | |
Conversions of convertible notes payable, accrued interest and derivatives | 21,230,520 | 120,300 |
Conversion preferred stock into common stock | 1,184,559 | |
Reduction of APIC related to derivative recorded on Preferred stock in equity | 428,735 | |
Conversion of Series B and D-2 preferred stock to common stock | $ 45,300 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS | NOTE 1. NATURE OF BUSINESS 12 ReTech Corporation is primarily a technology company focused on the retail experience, both online and in physical stores, for consumers and smaller merchants. Our software, both deployed and in development, is designed to allow the smaller merchants to compete effectively with the retail behemoths like Walmart and Amazon, and to attract, retain, and delight consumers both online and in physical stores, without being dependent on Google, Facebook/Instagram, and Amazon. Our AI Social Shopping platform App, which is currently in development, will allow merchants to connect with consumers directly, and will give merchants tools to protect their brand and lower their marketing costs which will be focused on results not just “looky-loos”. For consumers, the App allows them to support their favorite local businesses and find new merchants that may be of interest to them, while earning money through their social communications and posts. The Company has also acquired retail and wholesale operating companies that will allow us to test our tech on real consumers and demonstrate their success for other merchants while earning revenues for the Company. As an innovative retail technology company that has been built through acquisitions and ideas, we will continue to search for additional synergistic acquisitions that bring incremental revenues and profitability, and access to products that will incentivize both merchants and consumers to quickly adopt our social shopping App. The Company’s technology solutions are designed to benefit from the latest changes in the world-wide Retail market. Global retail sales were projected to be around 26.7 trillion U.S. dollars by 2022, up from approximately 23.6 trillion U.S. dollars in 2018. The retail industry encompasses the entire journey of a good or service. This typically starts with the manufacturing of a product, and ends with said product being purchased by a consumer from a retailer. Retail establishments come in many forms such as grocery stores, restaurants, and bookstores As a result of globalization and trade agreements between various markets and countries, many retailers are capable of doing business on a global scale. Many of the world’s leading retailers are American companies; Walmart, Amazon, The Kroger Co., Costco, and Target are examples of such American retailers with global reaches, with Walmart being the largest. The success of U.S. retailers can also be seen through their performance in online retail; the U.S. domestic market is lucrative and it is one in which many companies compete. Our AI Social Shopping platform App is designed to allow smaller merchants to compete directly with these major retail chains without being dependent on “advertising” through competitors like Amazon, Facebook/Instagram, and Google, who ALL have their own shopping solutions. We were contactless before it was cool!™ The company, unlike many others, has weathered the Global storm caused by the Covid-19 Pandemic, and is poised to take advantage of the return to normalcy that is currently occurring in most markets, and assist smaller merchants through their recovery with our AI Social Shopping platform App to attract customers back to their businesses. The Company targets for acquisition those synergistic companies that provide immediate revenue and the potential for growth in revenue and earnings, and/or may provide entries to license or sell our software and technology to other businesses and consumer brands, and/or will provide support services to our existing operations. Therefore, we target acquisitions that can benefit from our technology platform and expertise to grow their operations, brands that can give us entry into other businesses, and other companies that can provide support for our brands and technologies. We now target for acquisition those companies with at least $ 3 Reverse Stock Split and increase in authorized shares On October 18, 2019, the Company completed a 100-for-1 reverse common stock split 25,410,391 8,000,000,000 20,000,000,000 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN The Company accounts for going concern matters under the guidance of ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of December 31, 2021, the Company has incurred losses totalling $ 49,709,916 since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain our operations. As of December 31, 2021, the Company had a working capital deficit of $ 14,794,099 . These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through continued financial support from its shareholders, the issuance of debt securities and private placements of common stock. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) and presented in US dollars. The fiscal year end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries 12HK, 12JP, 12EU. 12 Retail, Rune NYC, LLC (“Rune”), Red Wire Group, LLC (“RWG”), Bluwire Group, LLC (“Bluwire”), Social Decay LLC dba Social Sunday (“Social Sunday”) and Emotion Fashion Group which included Emotion Apparel, Inc., Lexi Luu Designs, Inc., Punkz Gear, Skipjack Dive and Dance Wear, Inc. and Cleo VII, Inc. All inter-company accounts and transactions have been eliminated on consolidation. We currently have no investments accounted for using the equity or cost methods of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, stock-based compensation, derivate instruments, accounting for preferred stock, and the valuation of acquired assets and liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $ 12,786 11,784 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company’s revenue consists primarily of product sales from our retail stores operating in airport terminals and casinos. Revenue for retail customers is recognized upon completion of the transaction in the point-of-sale system and satisfaction of the sale by providing the corresponding inventory at the retail location. Revenue is recognized upon transfer of control of promised products to customers, generally as risk of loss pass, in an amount that reflects the consideration the Company expects to receive in exchange for those products. Shipping and handling costs are expensed as incurred and are included in cost of revenue. Sales taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The Company earns ancillary revenue including royalty payments and software licensing fees. Business Combinations The Company accounts for all business combinations in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Under this method, assets and liabilities, including any non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, may be made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period would be recorded as income. Results of operations of the acquired entity are included in the Company’s results from operations from the date of the acquisition onward and include amortization expense arising from acquired assets. The Company expenses all costs as incurred related to an acquisition in the consolidated statements of operations. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2021 and 2020, the Company did not have an allowance for doubtful accounts. Inventory Inventories, are primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As of December 31, 2021, all inventory on hand is pursuant to our Bluwire and Rune acquisitions (see Note 4). Fixed Assets Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful life of the asset. The useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF THE ASSET Office equipment 3 Furniture and equipment 6 Computer 4 Technical equipment 3.3 Maintenance and repairs are charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. Software Development Costs Under ASC 350-40, capitalized costs related to the software under development are treated as an asset until the development is completed and the software is available for licensure under a software-as-a-service (“SaaS”) arrangement. Periodically, management reviews its capitalized costs to determine if they are properly valued or should be impaired Goodwill Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill using a three-step approach. Step “zero” of the annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than it’s carrying amount. An entity may choose to perform the qualitative assessment on none, some, or all of its reporting units, or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step “one” of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than it’s carrying value, the quantitative impairment test is required. Step “one” of the quantitative impairment test compares the net assets of the of the relevant reporting entity to its carrying value. Step “two” of the quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of December 31, 2020 and 2021, the company had fully amortized all remaining long-term assets and intellectual property during 2020. As a result, there were no longer any assets to impair as of December 31, 2020 and 2021. Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Financial Instruments and Fair Value Measurements The Company’s financial instruments consist primarily of cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued liabilities, convertible notes payable and due to stockholders. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 — Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. The Company carries certain derivative financial instruments using inputs classified as Level 3 in the fair value hierarchy on the Company’s consolidated balance sheets. Refer to Note 11 for detail on the derivative liability. Further, the Company determined that the certain notes should be measured and carried at fair value in the consolidated financial statements according to ASC 480, as they are settleable in a variable number of shares based on a fixed monetary amount known at inception. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At December 31, 2021 and 2020, the Company recognized a full valuation allowance against the recorded deferred tax assets. Net Loss per Share The Company follows ASC 260, “Earnings per Share” (“EPS”), which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. On October 18, 2019, the Company successfully completed its reverse stock split and reduced its common stock outstanding by a ratio of one hundred for one. Per ASC 505-10, if a reverse split occurs after the date of the latest reported balance sheet but before the release of the financial statements, then such changes in the capital structure must be given retroactive effect in the balance sheet. As such, the reverse split has been retroactively applied to these financial statements. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the years ended December 31, 2021 and 2020, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible notes payable, Series A Preferred Stock, Series B Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock, Series D-5 Preferred Stock and Series D-6 Preferred Stock (using the if converted method). All potentially dilutive securities were excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. Discontinued Operations In accordance with ASU 2014-08, the Company considers discontinued operations a disposal of a component that represents a strategic shift or will have a major effect on an entity’s operations and financial results. Foreign Currency Translation The accompanying financial statements are presented in U.S. dollars (“USD”), the reporting currency. The functional currencies of the Company’s foreign operations are the Hong Kong Dollar (“HKD”), Japanese Yen (“JPY”), and Swiss Franc (“CHF”). In accordance with ASC 830, “Foreign Currency Matters”, the assets and liabilities are translated into USD at current exchange rates. Revenue and expenses are translated at average exchange rates for the period. Resulting translation adjustments are reflected as accumulated other comprehensive income in stockholders’ deficit. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. There were no material transaction gains or losses in the periods presented. Comprehensive Income ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During the years ended December 31, 2021 and 2020, the Company’s only component of comprehensive income was foreign currency translation adjustments. Contingencies The Company follows ASC 450-20, “Loss Contingencies” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no loss contingencies as of December 31, 2021 and 2020. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company adopted the new guidance as of January 1, 2018. The Company has evaluated the new guidance and the adoption did not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company evaluated the effects of adopting ASU 2016-02 on its consolidated financial statements and determined the amount of lease assets and liabilities which was associated with the Bluwire leases. As such, the company recognized a lease asset of $ 355,882 179,349 176,533 52,671 52,671 zero In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company adopted this standard as of January 1, 2019 and it did not have any material impact on its consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS Acquisitions Red Wire Group, LLC On February 19, 2019, the Company completed the acquisition of Red Wire Group, LLC. (“RWG”) a Utah limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series D-5 and Series D-6 Preferred Stock for 100 75 54,000 5.00 25 37,500 4.00 450,000 420,000 30,000 The results of RWG for 2020 is consolidated along with the revenues of the other 12 Retail subsidiaries. On March 6, 2020, Red Wire Group filed for bankruptcy under Chapter 11 subsection V, and the case is ongoing. The Company has funded the initial costs. This Chapter 11 was converted by the Court to a Chapter 7 and discharged. The Red Wire Group assets have been liquidated and the Company’s expects the case to be closed by the Trustee in the future. Rune NYC, LLC Effective March 14, 2019, the Company completed the acquisition of Rune NYC, LLC (“Rune”), a New York limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series D-5 Preferred Stock for 92.5 82,588 4.00 49,937 380,289 The results of Rune for 2021 and 2020 are consolidated along with the revenues of the other 12 Retail subsidiaries. Bluwire Group, LLC On October 1, 2019, the Company completed the acquisition of Bluwire Group, LLC (“Bluwire”), a Florida limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series A Preferred Stock for 60.5 60.5 500,000 200,000 The results of Bluwire for 2021 and 2020 are consolidated along with the revenues of the other 12 Retail subsidiaries. Social Decay, LLC dba Social Sunday On November 20, 2019, the Company completed the acquisition of Social Decay, LLC dba Social Sunday (“Social Sunday”), a New Jersey limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series D-6 Preferred Stock for 100 30,000 5.00 12,000 210,000 The results of Social Sunday for 2021 and 2020 is consolidated along with the revenues of the other 12 Retail subsidiaries. Acquisition – Other The Company acquired these entities to expand their retail operations. In addition, the goodwill in connection with these acquisitions is not expected to be deductible for tax purposes. Intangibles are amortized over their expected life from one five years Dispositions 12 Europe, A.G. 12 Europe A.G. which was acquired in 2017, has underperformed against expectation. In the third quarter 2019 it was determined by management that the costs of continuing to support the expenses of an independent 12 Europe A.G., were unsupportable. Therefore, the Company reaffirmed its previous master representation agreement between 12 Hong Kong, LTD and Coppola, AG so that the software customers in Europe can continue to be supported, and then closed its operations in Europe. On August 20, 2019, the Company had successfully discharged all of its debts associated with 12 Europe A.G., as part of the completion of the 12 Europe A.G. bankruptcy filing, except for certain social benefit payments still owed approximately $ 35,000 by the Company. Therefore, this subsidiary is no longer in existence. Management does not consider this closure as a condition for discontinued operations as master representation agreement between 12 Europe has now been transferred to 12 Hong Kong and Coppola AG. As such, the software customer in Europe will continue to be supported. The total discharged accounts payable totaled $ 445,244 and were offset to other income. The Company determined that the disposition of 12 Europe A.G. did not meet the criteria for discontinued operations reporting. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense And Other Current Assets | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID EXPENSE AND OTHER CURRENT ASSETS Prepaid expense and other current assets at December 31, 2021 and 2020 consists of the following: SCHEDULE OF PREPAID EXPENSE AND OTHER ASSETS December 31, 2021 December 31, 2020 Prepaid expense $ 13,500 $ - Other current assets $ 89,000 12,920 Total prepaid expense and other current assets $ 102,500 $ 12,920 |
FIXED ASSETS, NET
FIXED ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | NOTE 6 – FIXED ASSETS, NET Fixed assets, net at December 31, 2021 and 2020 consists of the following: SCHEDULE OF FIXED ASSET, NET December 31, December 31, 2021 2020 Office equipment $ 280,966 $ 280,966 Furniture and equipment 58,118 58,118 Computer 13,704 13,704 Technical equipment 27,492 27,492 Intellectual Property 78,506 78,506 Machinery - - Subtotal Fixed Assets 458,786 458,786 Less: accumulated depreciation (413,158 ) (370,557 ) Equipment $ 45,627 $ 88,228 Depreciation and amortization for the years ended December 31, 2021 and 2020 amounted to $ 42,600 439,269 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2021 and 2020 consists of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2021 2020 Accounts payable $ 1,750,308 $ 1,356,812 Accrued expenses 1,661,313 1,241,850 Accrued Salaries 139,300 139,300 Accrued board of director fees 270,000 150,000 Accrued interest 346,683 299,631 Accounts payable and accrued liabilities $ 4,167,604 $ 3,187,592 |
DUE TO STOCKHOLDERS
DUE TO STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
DUE TO STOCKHOLDERS | NOTE 8 - DUE TO STOCKHOLDERS Due to stockholders at December 31, 2021 and 2020 consists of the following: SCHEDULE OF DUE TO STOCKHOLDERS December 31, 2021 2020 Daniel Monteverde - - Angelo Ponzetta 14,237 11,217 Christopher Burden 172,536 172,536 Maurice Ojeda 200,000 200,000 Due to stockholders $ 386,773 $ 383,753 In connection with the Bluwire acquisition, the Company assumed liabilities to Bluwire’s members, Christopher Burden and Maurice Ojeda, totaling $ 372,536 . The amounts do not incur interest and are due on demand. See Note 8 for additional information. As of December 31, 2021 and 2020, accounts payable and accrued liabilities included salaries of $ 139,300 139,300 270,000 150,000 |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
RELATED PARTY NOTES PAYABLE | NOTE 9 – RELATED PARTY NOTES PAYABLE On October 3, 2019, Bluwire inaccurately posted a promissory note to a related party $ 300,000 and it accrued interest of $ 15,000 in 2019 when it should have been posted to equity. During 2020, the Company converted this note into equity, and accordingly reclassed $ 300,000 into additional paid-in capital. As of December 31, 2021 and 2020, there were two demand notes outstanding totalling $ 31,000 . |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE On December 21, 2020 the company issued a note payable to a private investor for $ 35,000 no |
SBA AND PPP LOANS
SBA AND PPP LOANS | 12 Months Ended |
Dec. 31, 2021 | |
Sba And Ppp Loans | |
SBA AND PPP LOANS | NOTE 11 – SBA AND PPP LOANS On March 27, 2020, the Federal Government of the United States of America passed the Cares Act allowing companies access to quality SBA Payroll Protection Loans (PPP). These loans provide for certain funding based on previous employment which in part may be forgivable under certain conditions. The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. 294,882 in 2020 and $ 302,602 in 2021 in PPP loans. During 2021, all first round and second round of PPP loans were forgiven by SBA. In August 2020, two of the Company’s subsidiaries qualified for the United States Small Business Administration (“SBA”) Economic Industry Disaster Loans (“EIDL”) and the Company received $ 325,300 under the program. These loans are unsecured, have no personal guaranty, carry a 3.75 % annual interest rate with aggregate monthly payments of 13 months after receipt of funds . Management has used these funds to retain key personnel, pay regulatory fees, rent, begin work on a new website for Bluwire, make progress on their retail APP, and acquire product to re-open one of its Bluwire Stores. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 12 – CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2021 and 2020 consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 2020 Dated September 15, 2017 $ 16,152 $ 318,492 Dated April 25, 2018 40,123 40,123 Dated September 21, 2018 56,714 56,714 Dated October 18, 2018 60,000 60,000 Dated November 28, 2018 - 33 Dated November 28, 2018 10,383 21,700 Dated November 29, 2018 25,000 25,000 Dated December 13, 2018 105,000 105,000 Dated January 15, 2019 115,000 115,000 Dated February 7, 2019 - 111,276 Dated February 19, 2019 - 64,500 Dated February 19, 2019 55,125 55,125 Dated March 13, 2019 55,125 55,125 Dated May 14, 2019 - 26,500 Dated May 17, 2019 27,825 27,825 Dated August 1, 2019 - 56,194 Dated August 7, 2019 55,125 55,125 Dated October 3, 2019 - 5,350 Dated October 25, 2019 6,825 6,825 Dated March 19, 2020 - 33,600 Dated March 25, 2020 33,600 33,600 Dated April 21, 2021 28,875 - Dated April 30, 2021 33,000 - Dated May 4, 2021 28,875 - Dated May 12, 2021 55,125 - Dated May 17, 2021 44,000 - Dated May 28, 2021 55,125 - Dated June 9, 2021 55,125 - Dated June 24, 2021 27,500 - Dated June 25, 2021 55,125 - Dated July 12, 2021 55,125 - Dated July 13, 2021 55,125 - Dated August 3, 2021 66,150 - Dated August 24, 2021 66,150 - Dated September 14, 2021 66,150 - Total convertible notes payable 1,353,447 1,273,107 Less: Unamortized debt discount (140,522 ) (4,460 ) Total convertible notes 1,212,926 1,268,647 Less: current portion of convertible notes 1,212,926 1,268,647 Long-term convertible notes $ - $ - On April 21, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $ 28,875 . The consideration to the Company is $ 25,000 with $ 3,875 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . On May 4, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $ 28,875 . The consideration to the Company is $ 25,000 with $ 3,875 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . On May 12, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $ 55,125 . The consideration to the Company is $ 50,000 with $ 5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . On May 28, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $ 55,125 . The consideration to the Company is $ 50,000 with $ 5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . On June 9, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $ 55,125 . The consideration to the Company is $ 50,000 with $ 5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . On June 25, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $ 55,125 . The consideration to the Company is $ 50,000 with $ 5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . During the second quarter 2021, beginning on April 30, 2021 and ending June 24, 2021 the Company received a series of additional loans from SBI Investments under the original convertible note agreement dated November 14, 2017 totalling $ 104,500 in exchange for $ 95,000 in cash. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date . On July 9, 2021, the Company received $ 50,000 55,125 5,125 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On July 12, 2021, the Company received $ 50,000 55,125 5,125 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On August 3, 2021, the Company received $ 60,000 66,150 6,150 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On August 24, 2021, the Company received $ 60,000 66,150 6,150 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On September 14, 2021, the Company received $ 60,000 66,150 6,150 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date During the years ended December 31, 2021 and 2020, the Company recognized interest expense of $ 2,528,426 and $ 471,579 , respectively, which represented the amortization of original issue discounts and debt discounts. As of December 31, 2020, As of December 31, 2021 and , the unamortized debt discount of $ 140,522 and $ 4,460 are related to the new convertible notes issued in 2021 and 2020. During the year ended December 31, 2021, the Company converted principal and unpaid accrued interest totaling $ 730,658 into an aggregate of 9,815,281,620 shares of common stock. During the year ended December 31, 2020, the Company converted principal and unpaid accrued interest totalling $ 120,300 into an aggregate of 785,026,210 shares of common stock. The Company has twenty-one (28) outstanding convertible notes as of December 31, 2021 with a total outstanding principal of $ 1,353,447 . The 2020 notes matured in September 2020. The 2021 notes mature between April and September 2022 8 12 10 25 The notes may be converted into shares of the Company’s common stock at any time on or after the occurrence of an event of default. The conversion prices of the notes included in the conversion price shall be: 60% multiplied by the lowest trading price during the 30 trading days period ending, in holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date. For some notes, the Company agreed to pay a one-time interest charge of 9 All terms of the notes, including but not limited to interest rate, prepayment terms, conversion discount or look-back period will be adjusted downward if the Company offers more favorable terms to another party, while this note is in effect. The notes may be redeemed by the Company at rates ranging from 105% to 130% depending on the redemption date provided that no redemption is allowed after the 180 th . The following table is a rollforward of activity, by each noteholder, for the years ended December 31, 2021 and 2020: SCHEDULE OF OUTSTANDING NOTES PAYABLE CHANGE IN DERIVATIVE LIABILITY AND DEBT DISCOUNT Loan Holder Principal Amount Date Maturity OID & Financing Costs Balance at 12 31 17 Additions Payments Conversion Balance at 12 31 18 Additions Payments Conversion Balance at 12 31 19 Additions Payments Conversion Balance at 12 31 20 Additions Payments Conversion Balance at 12 31 21 1 SBI Investment $ 200,000 9/27/2017 3/15/2018 - 200,000 75,000 (25,000 ) (93,150 ) 156,850 - - (6,697 ) 150,153 - - (19,161 ) 130,992 - (90 ) (37,125 ) - 1 SBI Investment $ 187,500 11/14/2017 5/14/2018 - 187,500 - - - 187,500 - - - 187,500 - - 187,500 - - (171,348 ) 16,152 2 LG Capital Funding, LLC $ 185,292 12/8/2017 6/8/2018 17,646 92,646 92,646 - (133,032 ) 52,260 - - (52,260 ) - - - - - - - - 3 Cerberus Finance Group Ltd $ 185,292 12/12/2017 6/8/2018 17,646 92,646 92,646 (25,000 ) (53,183 ) 107,109 - (99,684 ) (7,425 ) - - - - - - - - 4 Eagle Equities LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 5 Adar Capital LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 6 Bellridge Capital LP $ 60,000 5/17/2018 5/17/2019 10,000 - 60,000 - (44,000 ) 16,000 - - (16,000 ) - - - - - - - - 7 Auctus $ 100,000 4/27/2018 4/25/2019 10,000 - 100,000 - (59,877 ) 40,123 - - - 40,123 - - 40,123 - - - 40,123 8 Bellridge Capital LP $ 60,000 9/17/2018 3/15/2019 10,000 - 60,000 - - 60,000 - - (3,286 ) 56,714 - - 56,714 - - - 56,714 9 Eagles Equity $ 50,000 9/21/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 10 Adar Bay $ 50,000 10/4/2018 10/4/2018 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 11 Bellridge Capital LP $ 60,000 10/18/2018 10/18/2019 10,000 - 60,000 - - 60,000 - - - 60,000 - - 60,000 - - - 60,000 12 Adar Alef Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (39,057 ) 25,443 - - (25,410 ) 33 - (33 ) - - 13 Adar Alef Debt Purchase $ 25,000 11/28/2018 11/29/2019 - - 25,000 - (25,000 ) - - - - - - - - - - - - 14 LG Capital Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (6,630 ) 57,870 - - (36,170 ) 21,700 - - (11,317 ) 10,383 15 LG Capital Debt Purchase $ 25,000 11/29/2018 11/29/2018 - - 25,000 - - 25,000 - - - 25,000 - - 25,000 - - - 25,000 16 LG Capital Omnibus $ 105,000 12/13/2018 12/14/2019 5,000 - 105,000 - - 105,000 - - - 105,000 - - 105,000 - - - 105,000 17 LG Capital Omnibus $ 115,000 1/15/2019 1/15/2020 5,750 - - - - 115,000 - - 115,000 - - 115,000 - - - 115,000 18 Adar Alef Omnibus $ 132,720 2/7/2019 2/7/2020 6,000 - - - - 132,720 - - 132,720 - - (21,444 ) 111,276 - - (111,276 ) - 19 Adar Alef Debt Note $ 108,055 2/7/2019 2/7/2019 8,371 - - - - 108,055 - (108,056 ) - - - - - - - - 20 Adar Alef Omnibus $ 64,500 2/19/2019 2/19/2020 4,125 - - - - 64,500 - - 64,500 - - 64,500 - - (64,500 ) - 21 LG Capital Omnibus $ 55,125 2/19/2019 2/19/2020 2,500 - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125 22 LG Capital Omnibus $ 55,125 3/13/2019 3/13/2020 2,500 - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125 23 Adar Alef Omnibus #2 Back End $ 26,500 5/14/2019 2/20/2020 1,500 - - - - 26,500 - - 26,500 - - 26,500 - 250 (26,750 ) - 24 LG Capital Omnibus #5 $ 27,825 5/17/2019 5/15/2020 2,825 - - - - 27,825 - - 27,825 - - 27,825 - - - 27,825 25 Adar Alef Omnibus #2 BE 3rd Tranche $ 53,500 8/1/2019 2/7/2020 50,000 - - - - 56,194 - - 56,194 - - 56,194 - (434 ) (55,760 ) - 26 LG Capital Omnibus #7 $ 55,125 8/6/2019 2/7/2020 50,000 - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125 27 Adar Alef Omnibus #2 BE 4th Tranche $ 5,350 10/3/2019 2/7/2020 5,000 - - - - 5,350 - - 5,350 - - 5,350 - 224 (5,574 ) - 28 LG Capital Omnibus #8 $ 6,825 10/25/2019 10/26/2020 5,000 - - - - 6,825 - - 6,825 - - 6,825 - - - 6,825 29 Adar Alef Omnibus # 5th Tranche $ 33,600 3/19/2020 9/19/2020 3,600 - - - - - - - - 33,600 33,600 - - (33,600 ) - 30 LG Capital Funding, LLC $ 33,600 3/25/2020 9/20/2020 3,600 - - - - - - - - 33,600 33,600 - - - 33,600 31 Adar Alef Omnibus 6th Tranche $ 28,875 4/21/21 4/21/22 3,875 - - - - - - - - - - - 28,875 - - 28,875 32 SBI Investment $ 33,000 4/30/21 5/1/22 3,000 - - - - - - - - - - - 33,000 - - 33,000 33 Adar Alef Omnibus 7th Tranche $ 28,875 5/4/21 5/4/22 3,875 - - - - - - - - - - - 28,875 - - 28,875 34 Adar Alef Omnibus 8th Tranche $ 55,125 5/12/21 5/13/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 35 SBI Investment $ 44,000 5/17/21 5/17/22 4,000 - - - - - - - - - - - 44,000 - - 44,000 36 Adar Alef Omnibus 9th Tranche $ 55,125 5/28/21 5/28/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 37 Adar Alef Omnibus 10th Tranche $ 55,125 6/9/21 6/10/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 38 SBI Investment $ 27,500 6/24/21 6/25/22 2,500 - - - - - - - - - - - 27,500 - - 27,500 39 Adar Alef Omnibus 11th Tranche $ 55,125 6/25/21 6/26/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 40 Adar Alef Omnibus 12th Tranche $ 55,125 7/12/21 7/12/22 50,000 - - - - - - - - - - - 55,125 - - 55,125 41 Adar Alef Omnibus 12th Tranche $ 55,125 7/13/21 7/13/22 50,000 - - - - - - - - - - - 55,125 - - 55,125 42 Adar Alef Omnibus 13th Tranche $ 66,150 8/3/21 8/3/22 60,000 - - - - - - - - - - - 66,150 - - 66,150 43 Adar Alef Omnibus 14th Tranche $ 66,150 8/24/21 8/24/22 60,000 - - - - - - - - - - - 66,150 - - 66,150 44 Adar Alef Omnibus 14th Tranche $ 66,150 9/14/21 9/14/22 60,000 - - - - - - - - - - - 66,150 - - 66,150 Convertible note total 531,771 572,792 1,024,292 (50,000 ) (608,242 ) 938,842 708,344 (99,684 ) (239,411 ) 1,308,092 67,200 - (102,185 ) 1,273,107 691,450 (83 ) (517,250 ) 1,353,447 As additional consideration, the Company is to issue to Adar Bays Capital shares of common stock with a value equal to 25 As of December 31, 2020, all were past maturity, in default and due on demand. As such, the Company accelerated the amortization of the remaining unamortized original issue and debt discounts during 2019. The Company entered into new convertible note agreements in 2021 and the related original discounts will be amortized over the life of the note. These new convertible note agreements are not considered in default. The Company calculated a default reserve which represents the additional amount the Company would have to pay to all note holders in the event of the default on all convertible notes prior to 2021. Management calculated the amount utilizing additional premiums, accrued interest and default accrued interest as per the agreements. As of December 31, 2021 and 2020, the Company recorded a general default reserve of $ 1,364,204 and $ 2,278,648 , respectively. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 13 – DERIVATIVE LIABILITIES The Company classified certain conversion features in the convertible notes and preferred stock issued as embedded derivative instruments due to the variable conversion price feature and potential adjustments to conversion prices due to events of default. These conversion features are recorded as derivative liabilities at fair value in the consolidated financial statements. These fair value estimates were measured using inputs classified as Level 3 of the fair value hierarchy. The Company develops unobservable Level 3 inputs using the best information available in the circumstances, which might include its own data, or when it believes inputs based on external data better reflect the data that market participants would use, its bases its inputs on comparison with similar entities. Due to the existence of down round provisions, which create a path-dependent nature of the conversion prices of the convertible notes, For the 2021 and 2020 audit, the Company used Black-Scholes model, which incorporates inputs classified as Level 3 was appropriate. The following table presents the assumptions used in the Black-Scholes Simulation models to determine the fair value of the derivative liabilities as of December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE ASSUMPTION December 31, 2021 (Black-Scholes) Risk-free interest rates 0.19 % Expected life (years) 1.00 Expected dividends 0 % Expected volatility 283 % December 31, 2020 (Black-Scholes) Risk-free interest rates 0.21 % Expected life (years) 01.00 Expected dividends 0 % Expected volatility 467 % The following table provides a roll-forward of the fair values of the Company’s derivative liabilities for the years ended December 31, 2021 and 2020: SCHEDULE OF CHANGES IN DERIVATIVES LIABILITIES Year Ended Balance – December 31, 2020 $ 23,798,241 Additional new conversion option derivatives 1,910,471 Conversion of note derivatives (20,681,004 ) Reclass to additional paid-in capital (428,733 ) Change in fair market value of derivative liabilities 1,731,229 Balance – December 31, 2021 $ 6,758,937 Year Ended Balance – December 31, 2019 $ 5,359,442 Issuance of new derivative liabilities 7,272 Reclass to additional paid-in capital (428,733 ) Change in fair market value of derivative liabilities 18,860,260 Balance – December 31, 2020 $ 23,798,241 |
MERCHANT FINANCING
MERCHANT FINANCING | 12 Months Ended |
Dec. 31, 2021 | |
Merchant Financing | |
MERCHANT FINANCING | NOTE 14 – MERCHANT FINANCING On June 27, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $ 19,400 payment over 7 months 7,600 On August 20, 2019, the Company had successfully discharged all of its debts associated with 12 Europe A.G., as part of the completion of the 12 Europe A.G., bankruptcy filing except for certain social benefit payments still owed of approximately $ 35,000 On September 24, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $ 14,550 payment over 3.5 4,800 On September 24, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $ 17,666 payment over 9 months 12,900 15,353 On October 11, 2019, the Company’s Bluwire subsidiary entered into a future receivable purchase agreement with Libertas Funding and received $ 343,000 payment over 8 months 7,000 360,000 On November 4, 2019, the Company’s Bluwire subsidiary entered into a second future receivable purchase agreement with Libertas Funding and received $ 145,500 payment over 6 months 4,500 162,000 On December 18, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $ 24,279.49 payment over 8.5 months 24,759.91 29,020.60 On December 23, 2019, the Company’s Red Wire Group subsidiary entered into a future receivable purchase agreement with Vox Funding and received $ 24,200 payment over 5.5 months 12,050 On January 4, 2020, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $ 14,500 payment over 70 business days 4,850 On January 24, 2020, the Company’s Social Sunday subsidiary entered into a first future receivable purchase agreement with Vox Funding and received $ 14,500 payment over 3.5 months 4,850 On March 3, 2020, the Company’s Social Sunday subsidiary entered into a second future receivable purchase agreement with Vox Funding and received $ 5,605 payment over 2 months 1,895 On March 5, 2020, the Company’s Bluwire subsidiary entered into a third future receivable purchase agreement with Reliant Funding and received $ 83,000 payment over 6 months 3,000 On March 16, 2020, the President of the United States of America issued a stay-at-home instructions and business closure directive in response to COVID-19 pandemic. Management took steps to promptly close all its Bluwire stores and Fashion Group operations, laying off the vast majority of its employees. The Company’s landlords and Libertas, Vox and Reliant have all agreed to collections deferment of an indeterminant duration (see note above regarding individual agreements). The Fashion Group continues limited operations in creating and producing PPE materials. As a consequence of the Covid-19 shutdowns as of March 16, 2020, the Company’s Bluwire Group subsidiary also suspended making any payments on its Merchant Cash Advance facility to Libertas Funding. Merchant Cash Advances are based on the collection of “future receivables” and with the businesses being closed no future payments were due. Libertas has accepted that position and has voluntarily ceased all collection activity. In May 2021, the Company entered into a verbal agreement with Vox to repay $ 250 The Company entered into a verbal agreement with Reliant Funding that has been in forbearance. Since April 2021, and the Company pays $ 10 per week until the Bluwire Newark location is re-opened. As of December 31, 2021, the Company had total merchant financing payables of $ 588,201 2,754 585,446 Additional Working Capital from convertible debt and under the CARES Act. The Federal Government of the United States of America on March 27, 2020, passed the Cares Act allowing companies to quality SBA Payroll Protection Loans (PPP). These loans provide for certain funding based on previous employment which in part may be forgivable under certain conditions. The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. 294,882 302,602 In August 2020, two of the Company’s subsidiaries qualified for the United States Small Business Administration (“SBA”) Economic Industry Disaster Loans (“EIDL”) and the Company received $ 325,300 3.75 On June 4, 2021, $ 70,200 224,682 302,602 Beginning in December 2020 and during the first half of 2021, the Company’s 12 Retail subsidiary has received short term fundings from a private investor ranging between $ 30,000 and $ 50,000 in advances that are paid back and renewed in 45-to-60-day intervals for inventory and special orders for customers . All of these funds have been repaid to the investor. On March 18, 2020, the Company received $ 30,000 33,600 3,600 The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On March 25, 2020, the Company received $ 30,000 33,600 3,600 The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On April 30, 2021 the Company received $ 30,000 from SBI and an received additional $ 40,000 on May 17, 2021 (see below). On April 21, 2021 and May 4 2021 the Company received $ 50,000 from Adar Alef and on June 1, 2021 received an additional $ 50,000 . On May 6, 2021 the Company received $ 30,000 as an additional advance from Oasis Capital pursuant to previous agreements with Oasis and on May 13, 2021 received an additional $ 50,000 . On May 17, 2021 the Company received an additional $ 40,000 On May 18, 2021, the Company filed its required filings with the State of Nevada and became current and increased its authorized common shares from 8 20 In May 2021, advisory board member, Richard Berman invested $ 50,000 100,000 On July 12, 2021 the Company received $ 50,000 55,125 5,125 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On July 13, 2021, the Company received $ 50,000 55,125 5,125 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On August 3, 2021, the Company received $ 60,000 66,150 6,150 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On August 24, 2021, the Company received $ 60,000 66,150 6,150 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date On September 14, 2021, the Company received $ 60,000 66,150 6,150 The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date During the fourth quarter, the Company received $ 136,600 in loans from a private investor which carries no interest and no fixed repayment term. The Company plans to settle these loans in 2022. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 15 - STOCKHOLDERS’ DEFICIT As of December 31, 2021 and 2020, the Company’s Articles of Incorporation, as amended and restated, is authorized to issue 20,000,000,000 shares of common stock at par value of $ 0.00001 and 50,000,000 shares of preferred stock at par value of $ 0.00001 . Reverse Stock Split and increased authorized common shares On October 18, 2019, the Company completed a 100 for 1 reverse common stock split 25,410,391 8 20,000,000,000 Preferred Stock The Preferred Stock may be divided into such number and series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges, and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors may increase or decrease (but not below the number of shares such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. The Series B Redeemable Convertible Preferred Stock is classified as temporary equity as it is mandatorily redeemable by the holder at a future date. The Series D-1 and D-2 Preferred Stock are classified as temporary equity as they are redeemable immediately. The Series D-3 Preferred Stock is also classified as temporary equity due to its put option, which providers the holders the right to put the shares to the Company for cash if they elect not to convert into shares of common stock. Series A Preferred Stock As of December 31, 2021 and 2020, there were 10,000,000 Liquidation In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of any junior stock by reason of their ownership of such stock an amount per share for each share of Series A Preferred Stock held by them equal to the sum of the liquidation preference. If upon the liquidation, dissolution, or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Series A Preferred Stock are insufficient to permit the payment to such Holders of the full amounts specified in this Section then the entire remaining assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. Redemption The Series A Preferred Stock shall have no redemption rights. Conversion The “Conversion Ratio” per share of the Series A Preferred Stock in connection with any Conversion shall be at a ratio of 1:20, meaning every (1) one Preferred A share shall convert into 20 shares of Common Stock of the Company (the “Conversion”). Voting The Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Preferred Stock held by such holder; and, (b) by 20. The holders of Series A Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stock shareholders of the Company 2021 and 2020 Transactions During the year ended December 31, 2021, the Company issued Series A Preferred Stock as follows: - In March 2021, the company issued 1,250 - In April 2021, the company issued 1,250 - In April 2021, the company issued 25,000 - During the fourth quarter 2021, the Company issued 277,500 Series A shares as part of the employee stock plan. The Company also cancelled 12,750 of shares related to the employee stock plan for employees that are no longer a part of the Company. -During the year ended December 31, 2020, the Company issued Series A preferred Stock as follows: - In December 2020, the company issues 1,250 12,750 As of December 31, 2021 and 2020, there was 9,429,525 and 9,197,566 shares of Series A Preferred Stock deemed issued and outstanding. Series B Preferred Stock As of December 31, 2021 and 2020, there were 1,000,000 Liquidation Holders of Series B Preferred Stock shall have a liquidation preference junior to Series A holders. Conversion Each share of Series B Preferred Stock shall be convertible at the option of the holder at any time into shares of common stock at a conversion price equal to 65% multiplied by lowest average traded price during the ten (10) trading day period ending Voting Series B Preferred Stock shall be non-voting on any matters requiring shareholder vote. Dividends Series B Preferred Stock will carry an annual cumulative dividend, compounded monthly, payable solely upon redemption, liquidation, or conversion. Redemption The Series B Preferred Stock is mandatorily redeemable by the holder 15 months after issuance, and therefore is classified as temporary equity in the consolidated balance sheet. 2021 and 2020 Transactions During the year ended December 31, 2021, the Company issued Series B Preferred Stock as follows: - In June 2021, the company converted 64,400 64,400 212,015,385 - During the third quarter, Geneva Roth converted the remaining 106,000 106,000 387,307,692 During the year ended December 31, 2020, the Company issued Series B Preferred Stock as follows: - On January 16, 2020, an existing Series B stockholder purchased 53,000 53,000 - The holders of 3,600 29,353,846 Series C Preferred Stock As of December 31, 2021 and 2020, there were two The Series C Preferred Shares have no equity value, no preference in liquidation, is not convertible into common shares and does not accrue dividends or have redemption rights. Each issued and outstanding share of Series C Preferred Stock authorizes the holder to vote eight billion (8,000,000,000) votes on any matter that shareholders are entitled to vote for under our Bylaws at a cost of $1.00 per share. Holders of shares of Series C Preferred Stock shall vote together with the holders of Common Shares as a single class. On July 27, 2021, the Company issued one additional preferred series C share to the CEO Angelo Ponzetta. As of December 31, 2021 and 2020, there is two Series D Preferred Stock Series D Preferred Stock are “Blank Check” Preferred which allows the Board of Directors to subdivide and/or determine the rights, privileges, and other features of this stock. The total number of shares of Series D Preferred Stock the Company is authorized to issue is ten million ( 10,000,000 Series D-1 Preferred Stock On July 2, 2018, the Company entered into an Equity Line of Credit agreement with Oasis Capital, LLC (“Oasis Agreement”) and as a part of that Agreement the Company created a subset Series D-1 Preferred Stock from the authorized Series D Preferred Stock having special rights and privileges as follows: As of December 31, 2021 and 2020, there were 500,000 2.00 Liquidation Holders of Series D-1 Preferred Stock shall have a liquidation preference junior to Series A, B and C holders. Upon any liquidation, dissolution or winding-down of the Company, the holders of the shares of Series D-1 Preferred Stock shall be paid in cash an amount for each share of Series D-1 Preferred Stock held by such holder equal to 140% of the Stated Value plus any dividends accrued but unpaid. Conversion Each share of Series D-1 Preferred Stock, together with accrued but unpaid dividends, shall be convertible at the option of the holder at any time into shares of common stock as is determined by dividing the Stated Value per share being converted plus accrued and unpaid dividends by the Series D-1 Conversion Price. The “Series D-1 Conversion Price” per share of Common Stock shall be the lowest traded price of the Common Stock during the thirty (30) trading day period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the Conversion Date or (ii) the Conversion Date. Voting Series D-1 Preferred Stock shall be non-voting except on certain major corporate actions or as required by law. In the event of such a right to vote, each holder of Series D-1 Preferred Stock shall have the right to the number of votes equal to the number of Conversion Shares then issuable upon conversion of the Series D-1 Preferred Stock held by such holder. Dividends Before any dividends shall be paid or set aside for payment on any junior security of the Company, each holder of the Series D-1 Preferred Stock shall be entitled to receive dividends, in the manner provided herein, payable on the Stated Value of the Series D-1 Preferred Stock at a rate of 8% Redemption Shares of the Series D-1 Preferred Stock shall be redeemable in cash, at any time after the issuance of the respective Series D-1 Preferred Stock at a price per share equal to 125% of the Stated Value plus the amount of accrued but unpaid dividends, provided, however, that 125% shall be replaced with 140% if the Company exercises its option to redeem the Series D-1 Preferred Stock after the initial 60 calendar day period . Therefore, the Series D-1 Preferred Stock is classified as temporary equity in the consolidated balance sheet. As of December 31, 2021 and 2020, there are 0 Series D-2 Preferred Stock The total number of shares of Series D-2 Preferred Stock the Company is authorized to issue 2,500,000 2.00 Dividends Before any dividends shall be paid or set-side for payment on any junior security, each holder of Series D-2 Preferred Stock shall be entitled to receive dividends payable on the stated value of the Series D-2 Preferred Stock at a rate of 8% Liquidation Holders of Series D-2 Preferred Stock shall have a liquidation preference junior to Series A, B, C and D-1 holders. Conversion Each share of Series D-2 Preferred Stock, together with accrued but unpaid dividends, shall be convertible at the option of the holder at any time into shares of common stock as is determined by dividing the Stated Value per share being converted plus accrued and unpaid dividends by the Series D-2 Conversion Price. The “Series D-2 Conversion Price” per share of Common Stock shall be the lowest traded price of the Common Stock during the thirty (30) trading day period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the Conversion Date or (ii) the Conversion Date. Redemption The Series D-2 Preferred Stock is classified temporary equity due to the fact that the shares are redeemable immediately. 2021 transactions During the second quarter, Oasis converted Oasis converted 275,075 888,860 1,269,800,000 On May 6, 2021, the Company received $ 30,000 as an additional advance from Oasis Capital pursuant to previous agreements with Oasis and on May 13, 2021 received an additional $ 50,000 for a total of 72,027 Series D-2 preferred shares. Lastly the Company received an additional $ 50,000 on June 14, 2021 for an additional 45,045 Series D-2 preferred shares. 2020 transactions In 2020, the Company converted an aggregate of 23,000 46,000 355,142,105 During the three months ended March 31, 2020, Oasis Capital converted 5,450 10,897 25,642,105 During the remainder of 2020, the Company converted an aggregate of 17,550 35,103 329,500,000 As of December 31, 2021 the Company had 754,410 2,218,653 912,368 2,607,162 Series D-3 Preferred Shares The total number of shares of Series D Preferred Stock the Company is authorized to issue is 500,000 Conversion The Holder may convert some, part of all of the Series D-3 shares into common shares of the Company based on the closing market price on the day before notice of conversion is presented to the Company. Dividends The Company will pay dividends on the Series D-3 Preferred Stock at the rate of 10% Redemption At the option of the Holder the Company may be obligated to redeem any non-converted shares of Series D-3 Preferred Stock that are not deemed to be incentive shares and that are not deemed to be settlement shares through the issuance of a “PUT” to the Company. At the conclusion of the PUT Notice Period, the Holder may at any time request a redemption of some, part, or all of Holder’s non-converted shares of Series D-3 Preferred Stock by providing the Company with a PUT DEMAND. The Company would then be obligated to redeem any undisputed Securities within ten (10) business days of receipt of the PUT DEMAND. The Holder may at any time after issuing a PUT NOTICE rescind the PUT option, which could then only be reinstated through a future PUT NOTICE. The Series D-3 Preferred Stock is classified as temporary equity due to the existence of the PUT. As of December 31, 2021 and 2020, there were 54,840 5.00 274,234 27,420 61,977 Series D-4 Preferred Stock In April 2020, the Company authorized one million ( 1,000,000 100 Series D-5 Preferred Stock The total number of shares of Series D-5 Preferred Stock the Company is authorized to issue 1,000,000 4.00 Liquidation The holders shall be paid in cash after the holders of the superior preferred shares (Series A, B, D-1, and D-2), but before any junior securities, including common shares and other shares have no liquidation preferences. Conversion The holder may convert some or all of its Series D-5 Preferred Shares into common shares of the Company based on the closing market price on the day of or the day before notice of conversion. Dividends Series D-5 Preferred Stock will carry an annual dividend of 6% Voting Holders of the shares of Series D-5 Preferred Stock shall not have the right to vote on any matter as to which shareholders are required or permitted to vote, except as otherwise required by law. Transactions On February 21, 2019, the Company issued 37,500 25% 82,588 92.5% As of December 31, 2021 and 2020, the Company had 128,494 513,976 54,294 47,400 Series D-6 Preferred Stock The total number of shares of Series D-6 Preferred Stock the Company is authorized to issue 1,000,000 5.00 Liquidation The holders shall be paid in cash after the holders of the superior preferred shares (Series A, B, D-1, and D-2), but before any junior securities, including common shares and other shares have no liquidation preferences. Conversion The holder may convert some or all its Series D-6 Preferred Shares of the Company based on the closing market price on the day of or the day before notice of conversion. Dividends Series D-6 Preferred Stock shall not declare or accrue any dividends. Voting Holders of the shares of Series D-6 Preferred Stock shall not have the right to vote on any matter as to which shareholders are required or permitted to vote, except as otherwise required by law Transactions - The Company issued 55,600 75% - The Company issued 7,080 35,400 - The Company issued 42,000 There were no shares issued for 2020 or 2021. As of December 31, 2021 and 2020, the Company had 92,680 104,680 Series D-6 Preferred Shares with a face value of $ 463,400 523,400 . Common Stock 2021 Transactions During the year ended December 31, 2021, the Company converted principal and unpaid accrued interest totalling $ 120,300 into an aggregate of 785,026,210 shares of common stock. During the year ended December 31, 2021, the Company converted an aggregate of 23,000 46,000 355,142,105 2020 Transactions During the year ended December 31, 2020, the Company converted principal and unpaid accrued interest totalling $ 120,300 into an aggregate of 785,026,210 shares of common stock. During the year ended December 31, 2020, the Company converted an aggregate of 23,000 46,000 355,142,105 As of December 31, 2020 and 2019, 1,177,103,618 36,935,303 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 - INCOME TAXES The Company operates in the United States and its wholly owned subsidiaries operate in Japan, Hong Kong and Switzerland and files tax returns in these jurisdictions. Loss from continuing operations before income tax expense (benefit) is as follows: SCHEDULE OF LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX For the Years Ended December 31, 2021 2020 Tax jurisdiction from: - US $ (5,101,587 ) $ (21,957,557 ) - Foreign Hong Kong (HK) (79,656 ) (257,753 ) Japan (JP) 56,948 (20,988 ) Switzerland (EU) - 404,331 Loss before income taxes $ (5,124,294 ) $ (21,789,991 ) There was no 21% 16.5% 30% 20% The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 2020 Deferred tax assets: NOL carry forwards United States – current rate $ 5,513,210 $ 3,532,239 NOL carryforwards - United States $ 5,513,210 $ 3,532,239 United States – effect of change in statutory rate - - -Foreign (50,327 ) 682,324 NOL carryforwards - Foreign (50,327 ) 682,324 Total 5,462,884 4,246,044 Less: valuation allowance (5,462,884 ) (4,264,044 ) Net deferred tax asset $ - $ - The Company applies the authoritative accounting guidance under ASC 740 for the recognition, measurement, classification, and disclosure of uncertain tax positions taken or expected to be taken in a tax return. The Company provided a full valuation allowance against its deferred tax assets as of December 31, 2021 and 2020. This valuation allowance reflects the estimate that it is more likely than not that the net deferred tax assets may not be realized. The Company has approximately $ 5,100,000 of U.S. and foreign carry forwards, the tax effect of which is approximately $ 5,500,000 as of December 31, 2021. Certain of these carry forwards begin to expire in 2024 . The U. S. NOL carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company has not performed a study to determine if the NOL carry forwards are subject to these Section 382 limitations. In addition, the Company has foreign NOLs. The Company is still evaluating the impact of a change in stock ownership and the potential limitation of foreign NOLs. A valuation allowance is recorded on certain deferred tax assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized. The Company has recorded a full valuation allowance of $ 5,462,884 and $ 4,264,044 for deferred tax assets existing as of December 31, 2021 and 2020, respectively. The change in the valuation allowance was an increase of $ 1,188,840 and $ 617,310 for the years ended December 31, 2021 and 2020, respectively. The valuation allowance as of December 31, 2021 and 2020 is attributable to NOL carry forwards in the United States and foreign jurisdictions. The Company’s tax returns are subject to examination by tax authorities in the U.S., and various state and foreign jurisdictions. The Company is generally no longer subject to examinations for years prior to 2014. The Company is currently delinquent in its income tax filings. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 17 - COMMITMENTS Lease Commitments The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s income statement in the same line item as expense arising from fixed lease payments. As of and during the year ended December 31, 2020, management determined that there were no variable lease costs. Right of Use Asset In connection with the 12 Fashion Group and 12 Retail, the Company recognized a right of use asset of $ 355,882 . The lease agreements mature between November 2022 and December 2023 . Minimum rental payments in 2022 are $ 179,349 and long-term lease liability $ 176,533 , respectively. Operating Leases In December 2021, the Company’s 12 Fashion Group, a division of 12 Retail Corporation, entered into a new office location under a 2 year lease. This new location is 1,700 square feet and caries a base monthly rent of $ 4,500 plus a pro-rated expenses for garbage and utilities. Also, in November 2021, the Company’s 12 Fashion Group division also entered into 1 year lease agreement in Long Island City. This new location is 1,510 square feet and carries a base monthly rent of $ 4,620 plus a pro-rated expenses for garbage and utilities. Management believes that this additional space is necessary to manage the consolidation of its fashion brands. Other Commitments The Company has a significant contract with an independent contractor third party company which plays a critical role to the ongoing operations of the Company. The contract is for an initial period of five years for which can be cancelled upon six months’ notice and payment of all outstanding fees. The minimum monthly payment is $ 35,000 for which additional amounts are to be reimbursed for expenses, etc. During the years ended December 31, 2021 and 2020, the Company paid $ 271,375 and $$ 220,975 , respectively, under the contract to which an additional $ 525,552 was payable as of December 31, 2021. The Company relies upon the third party for obtaining financing, targeting acquisitions, general corporate guidance, financial reporting, etc. See Note 10 for discussion regarding issuances of Series A and common stock to the third party. Contingencies ● Auctus Fund Management (“Auctus”) vs. 12 ReTech Corporation. Auctus filed suit in August 2019 claiming breach of contract on a convertible promissory note dated April 25, 2018, which had a remaining principal balance of nearly $ 40,000 . Auctus claimed it had the right to convert all or a portion of the debt into publicly traded shares and asserted damages totalling over $ 482,000 . The Company had entered into a settlement agreement with Auctus that required the Company to make a cash payment of $ 120,375 and which was dependent on the Company receiving funding from a foreign investor. That investment did not occur, and the Company was unable to perform. Auctus had moved to restore the suit to the Court’s active docket. The Court denied the request but said it would entertain a claim based on diversity of citizenship. 12 ReTech has heard nothing more, but the possibility of claims remains. In addition to the claims for $ 482,000 , claims for interest, attorney’s fees and costs could add substantially to the liability. ● Bellridge Capital, LP, one of the Company’s convertible debt providers has sued the Company for non-performance and has obtained a default judgment in the amount of $ 214,195.74 217,195.74 24% ● J&S properties sued the Company regarding a lease for a subsidiary in the State of Utah that was never guaranteed by the Company, and obtained a default judgement in Salt Lake County. A default judgment was obtained against 12 ReTech Corp. on February 7, 2020 in the total of $ 54,124.10 , plus attorneys’ fees and costs in the amount of $ 10,230.10 . The company does not believe it was ever served. It has substantial defenses it intends to raise if and when the company tries to domesticate the judgment either in Arizona or Nevada. ● RedWire Group, LLC (“RedWire Group”) filed for bankruptcy under Chapter 11 subsection V on March 6, 2020, and the case in ongoing. The Company has funded the initial costs. This Chapter 11 was converted by the Court to a Chapter 7 and discharged. The equipment was liquidated in 2021, and the Bank (Bank of American Fork) has been paid in full and all other debts have been discharged. ● Leider Enterprises, Inc. D/b/a SM Distribution Inc a Florida corporation sued Bluwire Sun, LLC in Florida. The cause of action is for Breach of Contract, Account Stated, Unjust Enrichment, Goods Sold and Quantum Meruit. The amount of the claim is for approximately $ 38,000 ● Rottenberg, Meril, Solomon, Bertiger & Guttilla (“Rottenberg”) sued the Company in Bergen County New Jersey and obtained a default judgement because the Company was never served. A judgment was obtained against 12 ReTech Corp. on August 13, 2020 in the amount of $ 16,975,29 ● PCG Advisory Group (“PAG”) obtained a default judgement of $ 63,350 ● VXB & Orfwid d/b/a Lost + Wander sued the Company’s Social Decay d/b/a Social Sunday subsidiary and named the Company for invoices. 12 ReTech acquired a controlling interest in Social Decay, LLC d/b/a Social Sunday after the time frame of the claimed invoices. 12 ReTech only got notice of this claim on June 1, 2021 and intends to contest on the grounds of service of process and lack of liability for Social Decay’s debts. We have no record of ever guaranteeing payment, assuming the obligations, or in any way obligating 12 ReTech for Social Decay’s bills. A default has been entered. A judgment “prove up” will come next. Plaintiff’s complaint says its damages are $ 41,667.18 and it requests additional attorneys’ fees and costs. 12 ReTech’s lawyers have withdrawn and a hearing is set for March 10, 2022 to determine whether to deem admitted certain requests to admit filed by Plaintiff. 12 ReTech will contest any collection efforts outside the State of California on the grounds that it does no business there. ● Tessco Technologies v Bluwire filed suit in Maryland. The Company has not been properly served and if served would dispute jurisdiction as well as other defenses on behalf of its Bluwire subsidiary ● George Sharpe sued the Company in May 2021 in Nevada to try to obtain custodianship of the Company. The judge in this matter has ruled against the Plaintiff and in favor of 12 ReTech. There may be further proceedings involving Plaintiff’s claims and 12 ReTech Corp.’s claims for costs and attorneys’ fees. This matter has been resolved. ● Montoya v. Lexi-Luu Designs, in the State of Arizona, Maricopa County Superior Court. 12 ReTech Corp. was not named on the summons but was served with the complaint. Montoya is suing Lexi-Luu Designs which was formed in 2018 for claims against another company. A Motion to Dismiss the lawsuit was denied. The claims asserted date from 2016, over two years before Lexi-Luu Designs was organized. Plaintiff has not moved the case along. ● Momentum CFO (“Momentum”) was the contract accounting back-office service used by Social Decay, LLC. Social Decay, LLC had an outstanding balance with Momentum. As stated previously, 12 ReTech purchased the 100% membership interests of Social Decay, LLC, however, the debts of Social Decay, LLC were never assumed by 12 ReTech Corporation in any purchase contract or otherwise. As previously mentioned, the seller of Social Decay, LLC was contracted to remain on and run the business, but instead quit and abandoned the business, and the company has been closed since then. 12 ReTech could possibly make claims for counterclaims or attorneys’ fees but nothing is presently pending. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS The Company evaluated all events and transactions that occurred after December 31, 2021 and through the date of this filing in accordance with FASB ASC 855, “Subsequent Events”. The Company determined that it does have a material subsequent events to disclose as follows: Subsequent Events: - On February 14, 2022, the company settled the convertible debt payable as well as judgement between Bellridge and the company for common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) and presented in US dollars. The fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries 12HK, 12JP, 12EU. 12 Retail, Rune NYC, LLC (“Rune”), Red Wire Group, LLC (“RWG”), Bluwire Group, LLC (“Bluwire”), Social Decay LLC dba Social Sunday (“Social Sunday”) and Emotion Fashion Group which included Emotion Apparel, Inc., Lexi Luu Designs, Inc., Punkz Gear, Skipjack Dive and Dance Wear, Inc. and Cleo VII, Inc. All inter-company accounts and transactions have been eliminated on consolidation. We currently have no investments accounted for using the equity or cost methods of accounting. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, stock-based compensation, derivate instruments, accounting for preferred stock, and the valuation of acquired assets and liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $ 12,786 11,784 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Revenue Recognition | Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company’s revenue consists primarily of product sales from our retail stores operating in airport terminals and casinos. Revenue for retail customers is recognized upon completion of the transaction in the point-of-sale system and satisfaction of the sale by providing the corresponding inventory at the retail location. Revenue is recognized upon transfer of control of promised products to customers, generally as risk of loss pass, in an amount that reflects the consideration the Company expects to receive in exchange for those products. Shipping and handling costs are expensed as incurred and are included in cost of revenue. Sales taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The Company earns ancillary revenue including royalty payments and software licensing fees. |
Business Combinations | Business Combinations The Company accounts for all business combinations in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Under this method, assets and liabilities, including any non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, may be made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period would be recorded as income. Results of operations of the acquired entity are included in the Company’s results from operations from the date of the acquisition onward and include amortization expense arising from acquired assets. The Company expenses all costs as incurred related to an acquisition in the consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2021 and 2020, the Company did not have an allowance for doubtful accounts. |
Inventory | Inventory Inventories, are primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As of December 31, 2021, all inventory on hand is pursuant to our Bluwire and Rune acquisitions (see Note 4). |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful life of the asset. The useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF THE ASSET Office equipment 3 Furniture and equipment 6 Computer 4 Technical equipment 3.3 Maintenance and repairs are charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. |
Software Development Costs | Software Development Costs Under ASC 350-40, capitalized costs related to the software under development are treated as an asset until the development is completed and the software is available for licensure under a software-as-a-service (“SaaS”) arrangement. Periodically, management reviews its capitalized costs to determine if they are properly valued or should be impaired |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill using a three-step approach. Step “zero” of the annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than it’s carrying amount. An entity may choose to perform the qualitative assessment on none, some, or all of its reporting units, or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step “one” of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than it’s carrying value, the quantitative impairment test is required. Step “one” of the quantitative impairment test compares the net assets of the of the relevant reporting entity to its carrying value. Step “two” of the quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of December 31, 2020 and 2021, the company had fully amortized all remaining long-term assets and intellectual property during 2020. As a result, there were no longer any assets to impair as of December 31, 2020 and 2021. |
Convertible Debt and Convertible Preferred Stock | Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The Company’s financial instruments consist primarily of cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued liabilities, convertible notes payable and due to stockholders. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 — Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. The Company carries certain derivative financial instruments using inputs classified as Level 3 in the fair value hierarchy on the Company’s consolidated balance sheets. Refer to Note 11 for detail on the derivative liability. Further, the Company determined that the certain notes should be measured and carried at fair value in the consolidated financial statements according to ASC 480, as they are settleable in a variable number of shares based on a fixed monetary amount known at inception. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, “Compensation - Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At December 31, 2021 and 2020, the Company recognized a full valuation allowance against the recorded deferred tax assets. |
Net Loss per Share | Net Loss per Share The Company follows ASC 260, “Earnings per Share” (“EPS”), which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. On October 18, 2019, the Company successfully completed its reverse stock split and reduced its common stock outstanding by a ratio of one hundred for one. Per ASC 505-10, if a reverse split occurs after the date of the latest reported balance sheet but before the release of the financial statements, then such changes in the capital structure must be given retroactive effect in the balance sheet. As such, the reverse split has been retroactively applied to these financial statements. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the years ended December 31, 2021 and 2020, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible notes payable, Series A Preferred Stock, Series B Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock, Series D-5 Preferred Stock and Series D-6 Preferred Stock (using the if converted method). All potentially dilutive securities were excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. |
Discontinued Operations | Discontinued Operations In accordance with ASU 2014-08, the Company considers discontinued operations a disposal of a component that represents a strategic shift or will have a major effect on an entity’s operations and financial results. |
Foreign Currency Translation | Foreign Currency Translation The accompanying financial statements are presented in U.S. dollars (“USD”), the reporting currency. The functional currencies of the Company’s foreign operations are the Hong Kong Dollar (“HKD”), Japanese Yen (“JPY”), and Swiss Franc (“CHF”). In accordance with ASC 830, “Foreign Currency Matters”, the assets and liabilities are translated into USD at current exchange rates. Revenue and expenses are translated at average exchange rates for the period. Resulting translation adjustments are reflected as accumulated other comprehensive income in stockholders’ deficit. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. There were no material transaction gains or losses in the periods presented. |
Comprehensive Income | Comprehensive Income ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During the years ended December 31, 2021 and 2020, the Company’s only component of comprehensive income was foreign currency translation adjustments. |
Contingencies | Contingencies The Company follows ASC 450-20, “Loss Contingencies” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no loss contingencies as of December 31, 2021 and 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company adopted the new guidance as of January 1, 2018. The Company has evaluated the new guidance and the adoption did not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company evaluated the effects of adopting ASU 2016-02 on its consolidated financial statements and determined the amount of lease assets and liabilities which was associated with the Bluwire leases. As such, the company recognized a lease asset of $ 355,882 179,349 176,533 52,671 52,671 zero In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company adopted this standard as of January 1, 2019 and it did not have any material impact on its consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIFE OF THE ASSET | SCHEDULE OF ESTIMATED USEFUL LIFE OF THE ASSET Office equipment 3 Furniture and equipment 6 Computer 4 Technical equipment 3.3 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSE AND OTHER ASSETS | Prepaid expense and other current assets at December 31, 2021 and 2020 consists of the following: SCHEDULE OF PREPAID EXPENSE AND OTHER ASSETS December 31, 2021 December 31, 2020 Prepaid expense $ 13,500 $ - Other current assets $ 89,000 12,920 Total prepaid expense and other current assets $ 102,500 $ 12,920 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSET, NET | Fixed assets, net at December 31, 2021 and 2020 consists of the following: SCHEDULE OF FIXED ASSET, NET December 31, December 31, 2021 2020 Office equipment $ 280,966 $ 280,966 Furniture and equipment 58,118 58,118 Computer 13,704 13,704 Technical equipment 27,492 27,492 Intellectual Property 78,506 78,506 Machinery - - Subtotal Fixed Assets 458,786 458,786 Less: accumulated depreciation (413,158 ) (370,557 ) Equipment $ 45,627 $ 88,228 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities at December 31, 2021 and 2020 consists of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2021 2020 Accounts payable $ 1,750,308 $ 1,356,812 Accrued expenses 1,661,313 1,241,850 Accrued Salaries 139,300 139,300 Accrued board of director fees 270,000 150,000 Accrued interest 346,683 299,631 Accounts payable and accrued liabilities $ 4,167,604 $ 3,187,592 |
DUE TO STOCKHOLDERS (Tables)
DUE TO STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DUE TO STOCKHOLDERS | Due to stockholders at December 31, 2021 and 2020 consists of the following: SCHEDULE OF DUE TO STOCKHOLDERS December 31, 2021 2020 Daniel Monteverde - - Angelo Ponzetta 14,237 11,217 Christopher Burden 172,536 172,536 Maurice Ojeda 200,000 200,000 Due to stockholders $ 386,773 $ 383,753 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable at December 31, 2021 and 2020 consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 2020 Dated September 15, 2017 $ 16,152 $ 318,492 Dated April 25, 2018 40,123 40,123 Dated September 21, 2018 56,714 56,714 Dated October 18, 2018 60,000 60,000 Dated November 28, 2018 - 33 Dated November 28, 2018 10,383 21,700 Dated November 29, 2018 25,000 25,000 Dated December 13, 2018 105,000 105,000 Dated January 15, 2019 115,000 115,000 Dated February 7, 2019 - 111,276 Dated February 19, 2019 - 64,500 Dated February 19, 2019 55,125 55,125 Dated March 13, 2019 55,125 55,125 Dated May 14, 2019 - 26,500 Dated May 17, 2019 27,825 27,825 Dated August 1, 2019 - 56,194 Dated August 7, 2019 55,125 55,125 Dated October 3, 2019 - 5,350 Dated October 25, 2019 6,825 6,825 Dated March 19, 2020 - 33,600 Dated March 25, 2020 33,600 33,600 Dated April 21, 2021 28,875 - Dated April 30, 2021 33,000 - Dated May 4, 2021 28,875 - Dated May 12, 2021 55,125 - Dated May 17, 2021 44,000 - Dated May 28, 2021 55,125 - Dated June 9, 2021 55,125 - Dated June 24, 2021 27,500 - Dated June 25, 2021 55,125 - Dated July 12, 2021 55,125 - Dated July 13, 2021 55,125 - Dated August 3, 2021 66,150 - Dated August 24, 2021 66,150 - Dated September 14, 2021 66,150 - Total convertible notes payable 1,353,447 1,273,107 Less: Unamortized debt discount (140,522 ) (4,460 ) Total convertible notes 1,212,926 1,268,647 Less: current portion of convertible notes 1,212,926 1,268,647 Long-term convertible notes $ - $ - |
SCHEDULE OF OUTSTANDING NOTES PAYABLE CHANGE IN DERIVATIVE LIABILITY AND DEBT DISCOUNT | The following table is a rollforward of activity, by each noteholder, for the years ended December 31, 2021 and 2020: SCHEDULE OF OUTSTANDING NOTES PAYABLE CHANGE IN DERIVATIVE LIABILITY AND DEBT DISCOUNT Loan Holder Principal Amount Date Maturity OID & Financing Costs Balance at 12 31 17 Additions Payments Conversion Balance at 12 31 18 Additions Payments Conversion Balance at 12 31 19 Additions Payments Conversion Balance at 12 31 20 Additions Payments Conversion Balance at 12 31 21 1 SBI Investment $ 200,000 9/27/2017 3/15/2018 - 200,000 75,000 (25,000 ) (93,150 ) 156,850 - - (6,697 ) 150,153 - - (19,161 ) 130,992 - (90 ) (37,125 ) - 1 SBI Investment $ 187,500 11/14/2017 5/14/2018 - 187,500 - - - 187,500 - - - 187,500 - - 187,500 - - (171,348 ) 16,152 2 LG Capital Funding, LLC $ 185,292 12/8/2017 6/8/2018 17,646 92,646 92,646 - (133,032 ) 52,260 - - (52,260 ) - - - - - - - - 3 Cerberus Finance Group Ltd $ 185,292 12/12/2017 6/8/2018 17,646 92,646 92,646 (25,000 ) (53,183 ) 107,109 - (99,684 ) (7,425 ) - - - - - - - - 4 Eagle Equities LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 5 Adar Capital LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 6 Bellridge Capital LP $ 60,000 5/17/2018 5/17/2019 10,000 - 60,000 - (44,000 ) 16,000 - - (16,000 ) - - - - - - - - 7 Auctus $ 100,000 4/27/2018 4/25/2019 10,000 - 100,000 - (59,877 ) 40,123 - - - 40,123 - - 40,123 - - - 40,123 8 Bellridge Capital LP $ 60,000 9/17/2018 3/15/2019 10,000 - 60,000 - - 60,000 - - (3,286 ) 56,714 - - 56,714 - - - 56,714 9 Eagles Equity $ 50,000 9/21/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 10 Adar Bay $ 50,000 10/4/2018 10/4/2018 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - - 11 Bellridge Capital LP $ 60,000 10/18/2018 10/18/2019 10,000 - 60,000 - - 60,000 - - - 60,000 - - 60,000 - - - 60,000 12 Adar Alef Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (39,057 ) 25,443 - - (25,410 ) 33 - (33 ) - - 13 Adar Alef Debt Purchase $ 25,000 11/28/2018 11/29/2019 - - 25,000 - (25,000 ) - - - - - - - - - - - - 14 LG Capital Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (6,630 ) 57,870 - - (36,170 ) 21,700 - - (11,317 ) 10,383 15 LG Capital Debt Purchase $ 25,000 11/29/2018 11/29/2018 - - 25,000 - - 25,000 - - - 25,000 - - 25,000 - - - 25,000 16 LG Capital Omnibus $ 105,000 12/13/2018 12/14/2019 5,000 - 105,000 - - 105,000 - - - 105,000 - - 105,000 - - - 105,000 17 LG Capital Omnibus $ 115,000 1/15/2019 1/15/2020 5,750 - - - - 115,000 - - 115,000 - - 115,000 - - - 115,000 18 Adar Alef Omnibus $ 132,720 2/7/2019 2/7/2020 6,000 - - - - 132,720 - - 132,720 - - (21,444 ) 111,276 - - (111,276 ) - 19 Adar Alef Debt Note $ 108,055 2/7/2019 2/7/2019 8,371 - - - - 108,055 - (108,056 ) - - - - - - - - 20 Adar Alef Omnibus $ 64,500 2/19/2019 2/19/2020 4,125 - - - - 64,500 - - 64,500 - - 64,500 - - (64,500 ) - 21 LG Capital Omnibus $ 55,125 2/19/2019 2/19/2020 2,500 - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125 22 LG Capital Omnibus $ 55,125 3/13/2019 3/13/2020 2,500 - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125 23 Adar Alef Omnibus #2 Back End $ 26,500 5/14/2019 2/20/2020 1,500 - - - - 26,500 - - 26,500 - - 26,500 - 250 (26,750 ) - 24 LG Capital Omnibus #5 $ 27,825 5/17/2019 5/15/2020 2,825 - - - - 27,825 - - 27,825 - - 27,825 - - - 27,825 25 Adar Alef Omnibus #2 BE 3rd Tranche $ 53,500 8/1/2019 2/7/2020 50,000 - - - - 56,194 - - 56,194 - - 56,194 - (434 ) (55,760 ) - 26 LG Capital Omnibus #7 $ 55,125 8/6/2019 2/7/2020 50,000 - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125 27 Adar Alef Omnibus #2 BE 4th Tranche $ 5,350 10/3/2019 2/7/2020 5,000 - - - - 5,350 - - 5,350 - - 5,350 - 224 (5,574 ) - 28 LG Capital Omnibus #8 $ 6,825 10/25/2019 10/26/2020 5,000 - - - - 6,825 - - 6,825 - - 6,825 - - - 6,825 29 Adar Alef Omnibus # 5th Tranche $ 33,600 3/19/2020 9/19/2020 3,600 - - - - - - - - 33,600 33,600 - - (33,600 ) - 30 LG Capital Funding, LLC $ 33,600 3/25/2020 9/20/2020 3,600 - - - - - - - - 33,600 33,600 - - - 33,600 31 Adar Alef Omnibus 6th Tranche $ 28,875 4/21/21 4/21/22 3,875 - - - - - - - - - - - 28,875 - - 28,875 32 SBI Investment $ 33,000 4/30/21 5/1/22 3,000 - - - - - - - - - - - 33,000 - - 33,000 33 Adar Alef Omnibus 7th Tranche $ 28,875 5/4/21 5/4/22 3,875 - - - - - - - - - - - 28,875 - - 28,875 34 Adar Alef Omnibus 8th Tranche $ 55,125 5/12/21 5/13/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 35 SBI Investment $ 44,000 5/17/21 5/17/22 4,000 - - - - - - - - - - - 44,000 - - 44,000 36 Adar Alef Omnibus 9th Tranche $ 55,125 5/28/21 5/28/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 37 Adar Alef Omnibus 10th Tranche $ 55,125 6/9/21 6/10/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 38 SBI Investment $ 27,500 6/24/21 6/25/22 2,500 - - - - - - - - - - - 27,500 - - 27,500 39 Adar Alef Omnibus 11th Tranche $ 55,125 6/25/21 6/26/22 5,125 - - - - - - - - - - - 55,125 - - 55,125 40 Adar Alef Omnibus 12th Tranche $ 55,125 7/12/21 7/12/22 50,000 - - - - - - - - - - - 55,125 - - 55,125 41 Adar Alef Omnibus 12th Tranche $ 55,125 7/13/21 7/13/22 50,000 - - - - - - - - - - - 55,125 - - 55,125 42 Adar Alef Omnibus 13th Tranche $ 66,150 8/3/21 8/3/22 60,000 - - - - - - - - - - - 66,150 - - 66,150 43 Adar Alef Omnibus 14th Tranche $ 66,150 8/24/21 8/24/22 60,000 - - - - - - - - - - - 66,150 - - 66,150 44 Adar Alef Omnibus 14th Tranche $ 66,150 9/14/21 9/14/22 60,000 - - - - - - - - - - - 66,150 - - 66,150 Convertible note total 531,771 572,792 1,024,292 (50,000 ) (608,242 ) 938,842 708,344 (99,684 ) (239,411 ) 1,308,092 67,200 - (102,185 ) 1,273,107 691,450 (83 ) (517,250 ) 1,353,447 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE ASSUMPTION | The following table presents the assumptions used in the Black-Scholes Simulation models to determine the fair value of the derivative liabilities as of December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE ASSUMPTION December 31, 2021 (Black-Scholes) Risk-free interest rates 0.19 % Expected life (years) 1.00 Expected dividends 0 % Expected volatility 283 % December 31, 2020 (Black-Scholes) Risk-free interest rates 0.21 % Expected life (years) 01.00 Expected dividends 0 % Expected volatility 467 % |
SCHEDULE OF CHANGES IN DERIVATIVES LIABILITIES | The following table provides a roll-forward of the fair values of the Company’s derivative liabilities for the years ended December 31, 2021 and 2020: SCHEDULE OF CHANGES IN DERIVATIVES LIABILITIES Year Ended Balance – December 31, 2020 $ 23,798,241 Additional new conversion option derivatives 1,910,471 Conversion of note derivatives (20,681,004 ) Reclass to additional paid-in capital (428,733 ) Change in fair market value of derivative liabilities 1,731,229 Balance – December 31, 2021 $ 6,758,937 Year Ended Balance – December 31, 2019 $ 5,359,442 Issuance of new derivative liabilities 7,272 Reclass to additional paid-in capital (428,733 ) Change in fair market value of derivative liabilities 18,860,260 Balance – December 31, 2020 $ 23,798,241 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX | Loss from continuing operations before income tax expense (benefit) is as follows: SCHEDULE OF LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX For the Years Ended December 31, 2021 2020 Tax jurisdiction from: - US $ (5,101,587 ) $ (21,957,557 ) - Foreign Hong Kong (HK) (79,656 ) (257,753 ) Japan (JP) 56,948 (20,988 ) Switzerland (EU) - 404,331 Loss before income taxes $ (5,124,294 ) $ (21,789,991 ) |
SCHEDULE OF DEFERRED TAX ASSETS | The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 2020 Deferred tax assets: NOL carry forwards United States – current rate $ 5,513,210 $ 3,532,239 NOL carryforwards - United States $ 5,513,210 $ 3,532,239 United States – effect of change in statutory rate - - -Foreign (50,327 ) 682,324 NOL carryforwards - Foreign (50,327 ) 682,324 Total 5,462,884 4,246,044 Less: valuation allowance (5,462,884 ) (4,264,044 ) Net deferred tax asset $ - $ - |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - USD ($) $ in Millions | Oct. 18, 2019 | Dec. 31, 2021 | May 18, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Expected revenue | The Company’s technology solutions are designed to benefit from the latest changes in the world-wide Retail market. Global retail sales were projected to be around 26.7 trillion U.S. dollars by 2022, up from approximately 23.6 trillion U.S. dollars in 2018. The retail industry encompasses the entire journey of a good or service. This typically starts with the manufacturing of a product, and ends with said product being purchased by a consumer from a retailer. Retail establishments come in many forms such as grocery stores, restaurants, and bookstores | ||||
Annual sales | $ 3 | ||||
Reverse stock split | 100 for 1 reverse common stock split | ||||
Common stock, shares outstanding | 25,410,391 | 12,862,508,315 | 1,177,103,618 | 36,935,303 | |
Common stock, shares authorized | 8,000,000,000 | 20,000,000,000 | 20,000,000,000 | ||
Common Stock [Member] | |||||
Reverse stock split | 100-for-1 reverse common stock split |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 49,709,916 | $ 44,475,900 |
Working capital deficit | $ 14,794,099 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE OF THE ASSET (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Technical equipment | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Technical equipment | 6 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Technical equipment | 4 years |
Technology Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Technical equipment | 3 years 3 months 18 days |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 12,786 | $ 11,784 |
Lease asset | 355,882 | 52,671 |
Short term lease liability | 179,349 | 52,671 |
Long term lease liability | $ 176,533 | $ 0 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Nov. 20, 2019 | Oct. 02, 2019 | Aug. 20, 2019 | Mar. 14, 2019 | Feb. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Cash consideration | |||||||
Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Useful lives of intangible assets | 1 year | ||||||
Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Useful lives of intangible assets | 5 years | ||||||
Twelve Europe AG [Member]. | |||||||
Business Acquisition [Line Items] | |||||||
[custom:OutstandingSocialBenefitPayments-0] | $ 35,000 | ||||||
[custom:RepaymentsOfAccountsPayable] | $ 445,244 | ||||||
Series D-5 Preferred Stock [Member] | Red Wire Group LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued for acquisition | $ 420,000 | ||||||
Series A Preferred Stock [Member] | Bluwire Group LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued and outstanding percentage | 60.50% | ||||||
Exchange shares for acquisition | 500,000 | ||||||
Total purchase consideration | $ 200,000 | ||||||
Social Decay LLC [Member] | Series D-6 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued and outstanding percentage | 100.00% | ||||||
Exchange shares for acquisition | 30,000 | ||||||
Exchange shares stated value | $ 5 | ||||||
Total purchase consideration | $ 210,000 | ||||||
Social Decay LLC [Member] | Series D-6 Preferred Stock [Member] | Escrow [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Exchange shares for acquisition | 12,000 | ||||||
Share Exchange Agreement [Member] | Red Wire Group LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | 450,000 | ||||||
Cash consideration | $ 30,000 | ||||||
Share Exchange Agreement [Member] | Red Wire Group LLC [Member] | Series D-5 and Series D-6 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued and outstanding percentage | 100.00% | ||||||
Share Exchange Agreement [Member] | Red Wire Group LLC [Member] | Series D-6 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued and outstanding percentage | 75.00% | ||||||
Exchange shares for acquisition | 54,000 | ||||||
Exchange shares stated value | $ 5 | ||||||
Share Exchange Agreement [Member] | Red Wire Group LLC [Member] | Series D-5 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued and outstanding percentage | 25.00% | ||||||
Exchange shares for acquisition | 37,500 | ||||||
Exchange shares stated value | $ 4 | ||||||
Share Exchange Agreement [Member] | Rune NYC, LLC [Member] | Series D-5 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued and outstanding percentage | 92.50% | ||||||
Exchange shares for acquisition | 82,588 | ||||||
Exchange shares stated value | $ 4 | ||||||
Total purchase consideration | $ 380,289 | ||||||
Cash consideration | $ 49,937 |
SCHEDULE OF PREPAID EXPENSE AND
SCHEDULE OF PREPAID EXPENSE AND OTHER ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Current Assets | ||
Prepaid expense | $ 13,500 | |
Other current assets | 89,000 | 12,920 |
Total prepaid expense and other current assets | $ 102,500 | $ 12,920 |
SCHEDULE OF FIXED ASSET, NET (D
SCHEDULE OF FIXED ASSET, NET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets | $ 458,786 | $ 458,786 |
Less: accumulated depreciation | (413,158) | (370,557) |
Equipment | 45,627 | 88,228 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets | 280,966 | 280,966 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets | 58,118 | 58,118 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets | 13,704 | 13,704 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets | 27,492 | 27,492 |
Intellectual Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets | 78,506 | 78,506 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal Fixed Assets |
FIXED ASSETS, NET (Details Narr
FIXED ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 42,600 | $ 439,269 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,750,308 | $ 1,356,812 |
Accrued expenses | 1,661,313 | 1,241,850 |
Accrued Salaries | 139,300 | 139,300 |
Accrued board of director fees | 270,000 | 150,000 |
Accrued interest | 346,683 | 299,631 |
Accounts payable and accrued liabilities | $ 4,167,604 | $ 3,187,592 |
SCHEDULE OF DUE TO STOCKHOLDERS
SCHEDULE OF DUE TO STOCKHOLDERS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due to stockholders | $ 386,773 | $ 383,753 |
Daniel Monteverde [Member] | ||
Related Party Transaction [Line Items] | ||
Due to stockholders | ||
Angelo Ponzetta [Member] | ||
Related Party Transaction [Line Items] | ||
Due to stockholders | 14,237 | 11,217 |
Christopher Burden [Member] | ||
Related Party Transaction [Line Items] | ||
Due to stockholders | 172,536 | 172,536 |
Maurice Ojeda [Member] | ||
Related Party Transaction [Line Items] | ||
Due to stockholders | $ 200,000 | $ 200,000 |
DUE TO STOCKHOLDERS (Details Na
DUE TO STOCKHOLDERS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued salaries current | $ 139,300 | $ 139,300 |
Accrued professional fees current | 270,000 | $ 150,000 |
Bluwire Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 372,536 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 03, 2019 | Dec. 31, 2020 | Dec. 31, 2021 |
Two Demand Notes [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 31,000 | $ 31,000 | |
Bluwire Group LLC [Member] | Secured Demand Promissory Note [Member]. | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 300,000 | ||
Debt Instrument, Increase, Accrued Interest | $ 15,000 | ||
[custom:ConvertedNotesPayableIntoEquityReclassedAsAdditionalPaidinCapital] | $ 300,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Notes payable current | $ 35,000 | ||
Private Investor [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Notes payable current | $ 35,000 |
SBA AND PPP LOANS (Details Narr
SBA AND PPP LOANS (Details Narrative) - USD ($) | May 22, 2021 | Dec. 31, 2020 | Mar. 27, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||
Proceeds from Bank Debt | $ 16,687 | |||||
Payroll Protection Loans [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt payment terms | The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. | |||||
Proceeds from Bank Debt | $ 302,602 | $ 294,882 | ||||
Economic Industry Disaster Loans [Member]. | ||||||
Short-term Debt [Line Items] | ||||||
Debt payment terms | aggregate monthly payments of 13 months after receipt of funds | |||||
Proceeds from Bank Debt | $ 325,300 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | $ 1,353,447 | $ 1,273,107 | $ 1,308,092 | $ 938,842 | $ 572,792 |
Less: Unamortized debt discount | (140,522) | (4,460) | |||
Total convertible notes | 1,212,926 | 1,268,647 | |||
Less: current portion of convertible notes | 1,212,926 | 1,268,647 | |||
Long-term convertible notes | |||||
September 15, 2017 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 16,152 | 318,492 | |||
April 25, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 40,123 | 40,123 | |||
September 21, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 56,714 | 56,714 | |||
October 18, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 60,000 | 60,000 | |||
November 28, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 33 | ||||
November 28, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 10,383 | 21,700 | |||
November 29, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 25,000 | 25,000 | |||
December 13, 2018 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 105,000 | 105,000 | |||
January 15, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 115,000 | 115,000 | |||
February 7, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 111,276 | ||||
February 19, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 64,500 | ||||
February 19, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | 55,125 | |||
March 13, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | 55,125 | |||
March 14, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 26,500 | ||||
March 17, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 27,825 | 27,825 | |||
August 1, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 56,194 | ||||
August 7, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | 55,125 | |||
October 3, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 5,350 | ||||
October 25, 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 6,825 | 6,825 | |||
March 19, 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 33,600 | ||||
March 25, 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 33,600 | 33,600 | |||
April 21, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 28,875 | ||||
April 30, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 33,000 | ||||
May 24, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 28,875 | ||||
May 12, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | ||||
May 17, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 44,000 | ||||
May 28, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | ||||
June 9, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | ||||
June 24, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 27,500 | ||||
June 25, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | ||||
July 12, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | ||||
July 13, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 55,125 | ||||
August 3, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 66,150 | ||||
August 24, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | 66,150 | ||||
September 14, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total convertible notes payable | $ 66,150 |
SCHEDULE OF OUTSTANDING NOTES P
SCHEDULE OF OUTSTANDING NOTES PAYABLE CHANGE IN DERIVATIVE LIABILITY AND DEBT DISCOUNT (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
OID & Financing Costs | $ 531,771 | |||
Balance | 1,273,107 | $ 1,308,092 | $ 938,842 | $ 572,792 |
Additions | 691,450 | 67,200 | 708,344 | 1,024,292 |
Payments | (83) | (99,684) | (50,000) | |
Conversion | (517,250) | (102,185) | (239,411) | (608,242) |
Balance | 1,353,447 | 1,273,107 | 1,308,092 | 938,842 |
Repayments of Convertible Debt | 83 | 99,684 | 50,000 | |
SBI Investment [Member] | ||||
Principal Amount | $ 200,000 | |||
Debt Instrument, Issuance Date | Sep. 27, 2017 | |||
Debt Instrument, Maturity Date | Mar. 15, 2018 | |||
OID & Financing Costs | ||||
Balance | 130,992 | 150,153 | 156,850 | 200,000 |
Additions | 75,000 | |||
Payments | (90) | (25,000) | ||
Conversion | (37,125) | (19,161) | (6,697) | (93,150) |
Balance | 130,992 | 150,153 | 156,850 | |
Repayments of Convertible Debt | 90 | 25,000 | ||
SBI Investment [Member] | ||||
Principal Amount | $ 187,500 | |||
Debt Instrument, Issuance Date | Nov. 14, 2017 | |||
Debt Instrument, Maturity Date | May 14, 2018 | |||
OID & Financing Costs | ||||
Balance | 187,500 | 187,500 | 187,500 | 187,500 |
Additions | ||||
Payments | ||||
Conversion | (171,348) | |||
Balance | 16,152 | 187,500 | 187,500 | 187,500 |
Repayments of Convertible Debt | ||||
LG Capital Funding LLC [Member]. | ||||
Principal Amount | $ 185,292 | |||
Debt Instrument, Issuance Date | Dec. 8, 2017 | |||
Debt Instrument, Maturity Date | Jun. 8, 2018 | |||
OID & Financing Costs | $ 17,646 | |||
Balance | 52,260 | 92,646 | ||
Additions | 92,646 | |||
Payments | ||||
Conversion | (52,260) | (133,032) | ||
Balance | 52,260 | |||
Repayments of Convertible Debt | ||||
Cerberus Finance Group Ltd [Member] | ||||
Principal Amount | $ 185,292 | |||
Debt Instrument, Issuance Date | Dec. 12, 2017 | |||
OID & Financing Costs | $ 17,646 | |||
Balance | 107,109 | 92,646 | ||
Additions | 92,646 | |||
Payments | (99,684) | (25,000) | ||
Conversion | (7,425) | (53,183) | ||
Balance | 107,109 | |||
Repayments of Convertible Debt | 99,684 | 25,000 | ||
Eagle Equities, LLC [Member] | ||||
Principal Amount | $ 50,000 | |||
Debt Instrument, Issuance Date | Mar. 15, 2018 | |||
Debt Instrument, Maturity Date | Mar. 15, 2019 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | ||||
Additions | 50,000 | |||
Payments | ||||
Conversion | (50,000) | |||
Balance | ||||
Repayments of Convertible Debt | ||||
Adar Capital LLC [Member] | ||||
Principal Amount | $ 50,000 | |||
Debt Instrument, Issuance Date | Mar. 15, 2018 | |||
Debt Instrument, Maturity Date | Mar. 15, 2019 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | ||||
Additions | 50,000 | |||
Payments | ||||
Conversion | (50,000) | |||
Balance | ||||
Repayments of Convertible Debt | ||||
Bellridge Capital, LP [Member] | ||||
Principal Amount | $ 60,000 | |||
Debt Instrument, Issuance Date | May 17, 2018 | |||
Debt Instrument, Maturity Date | May 17, 2019 | |||
OID & Financing Costs | $ 10,000 | |||
Balance | 16,000 | |||
Additions | 60,000 | |||
Payments | ||||
Conversion | (16,000) | (44,000) | ||
Balance | 16,000 | |||
Repayments of Convertible Debt | ||||
Auctus [Member] | ||||
Principal Amount | $ 100,000 | |||
Debt Instrument, Issuance Date | Apr. 27, 2018 | |||
Debt Instrument, Maturity Date | Apr. 25, 2019 | |||
OID & Financing Costs | $ 10,000 | |||
Balance | 40,123 | 40,123 | 40,123 | |
Additions | 100,000 | |||
Payments | ||||
Conversion | (59,877) | |||
Balance | 40,123 | 40,123 | 40,123 | 40,123 |
Repayments of Convertible Debt | ||||
Bellridge Capital LP [Member] | ||||
Principal Amount | $ 60,000 | |||
Debt Instrument, Issuance Date | Sep. 17, 2018 | |||
Debt Instrument, Maturity Date | Mar. 15, 2019 | |||
OID & Financing Costs | $ 10,000 | |||
Balance | 56,714 | 56,714 | 60,000 | |
Additions | 60,000 | |||
Payments | ||||
Conversion | (3,286) | |||
Balance | 56,714 | 56,714 | 56,714 | 60,000 |
Repayments of Convertible Debt | ||||
Eagles Equity [Member] | ||||
Principal Amount | $ 50,000 | |||
Debt Instrument, Issuance Date | Sep. 21, 2018 | |||
Debt Instrument, Maturity Date | Mar. 15, 2019 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | ||||
Additions | 50,000 | |||
Payments | ||||
Conversion | (50,000) | |||
Balance | ||||
Repayments of Convertible Debt | ||||
Adar Bay [Member] | ||||
Principal Amount | $ 50,000 | |||
Debt Instrument, Issuance Date | Oct. 4, 2018 | |||
Debt Instrument, Maturity Date | Oct. 4, 2018 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | ||||
Additions | 50,000 | |||
Payments | ||||
Conversion | (50,000) | |||
Balance | ||||
Repayments of Convertible Debt | ||||
Bellridge Capital LP [Member] | ||||
Principal Amount | $ 60,000 | |||
Debt Instrument, Issuance Date | Oct. 18, 2018 | |||
Debt Instrument, Maturity Date | Oct. 18, 2019 | |||
OID & Financing Costs | $ 10,000 | |||
Balance | 60,000 | 60,000 | 60,000 | |
Additions | 60,000 | |||
Payments | ||||
Conversion | ||||
Balance | 60,000 | 60,000 | 60,000 | 60,000 |
Repayments of Convertible Debt | ||||
Adar Alef Omnibus [Member] | ||||
Principal Amount | $ 64,500 | |||
Debt Instrument, Issuance Date | Nov. 28, 2018 | |||
Debt Instrument, Maturity Date | Nov. 29, 2019 | |||
OID & Financing Costs | $ 4,125 | |||
Balance | 33 | 25,443 | 64,500 | |
Additions | 64,500 | |||
Payments | (33) | |||
Conversion | (25,410) | (39,057) | ||
Balance | 33 | 25,443 | 64,500 | |
Repayments of Convertible Debt | 33 | |||
Adar Alef Debt Purchase [Member] | ||||
Principal Amount | $ 25,000 | |||
Debt Instrument, Issuance Date | Nov. 28, 2018 | |||
Debt Instrument, Maturity Date | Nov. 29, 2019 | |||
OID & Financing Costs | ||||
Balance | ||||
Additions | 25,000 | |||
Payments | ||||
Conversion | (25,000) | |||
Balance | ||||
Repayments of Convertible Debt | ||||
LG Capital Omnibus [Member] | ||||
Principal Amount | $ 64,500 | |||
Debt Instrument, Issuance Date | Nov. 28, 2018 | |||
Debt Instrument, Maturity Date | Nov. 29, 2019 | |||
OID & Financing Costs | $ 4,125 | |||
Balance | 21,700 | 57,870 | 64,500 | |
Additions | 64,500 | |||
Payments | ||||
Conversion | (11,317) | (36,170) | (6,630) | |
Balance | 10,383 | 21,700 | 57,870 | 64,500 |
Repayments of Convertible Debt | ||||
LG Capital Debt Purchase [Member] | ||||
Principal Amount | $ 25,000 | |||
Debt Instrument, Issuance Date | Nov. 29, 2018 | |||
Debt Instrument, Maturity Date | Nov. 29, 2018 | |||
OID & Financing Costs | ||||
Balance | 25,000 | 25,000 | 25,000 | |
Additions | 25,000 | |||
Payments | ||||
Conversion | ||||
Balance | 25,000 | 25,000 | 25,000 | 25,000 |
Repayments of Convertible Debt | ||||
LG Capital Omnibus One [Member] | ||||
Principal Amount | $ 105,000 | |||
Debt Instrument, Issuance Date | Dec. 13, 2018 | |||
Debt Instrument, Maturity Date | Dec. 14, 2019 | |||
OID & Financing Costs | $ 5,000 | |||
Balance | 105,000 | 105,000 | 105,000 | |
Additions | 105,000 | |||
Payments | ||||
Conversion | ||||
Balance | 105,000 | 105,000 | 105,000 | 105,000 |
Repayments of Convertible Debt | ||||
LG Capital Omnibus Two [Member] | ||||
Principal Amount | $ 115,000 | |||
Debt Instrument, Issuance Date | Jan. 15, 2019 | |||
Debt Instrument, Maturity Date | Jan. 15, 2020 | |||
OID & Financing Costs | $ 5,750 | |||
Balance | 115,000 | 115,000 | ||
Additions | 115,000 | |||
Payments | ||||
Conversion | ||||
Balance | 115,000 | 115,000 | 115,000 | |
Repayments of Convertible Debt | ||||
Adar Alef Omnibus One [Member] | ||||
Principal Amount | $ 132,720 | |||
Debt Instrument, Issuance Date | Feb. 7, 2019 | |||
Debt Instrument, Maturity Date | Feb. 7, 2020 | |||
OID & Financing Costs | $ 6,000 | |||
Balance | 111,276 | 132,720 | ||
Additions | 132,720 | |||
Payments | ||||
Conversion | (111,276) | (21,444) | ||
Balance | 111,276 | 132,720 | ||
Repayments of Convertible Debt | ||||
Adar Alef Debt Note [Member] | ||||
Principal Amount | $ 108,055 | |||
Debt Instrument, Issuance Date | Feb. 7, 2019 | |||
Debt Instrument, Maturity Date | Feb. 7, 2019 | |||
OID & Financing Costs | $ 8,371 | |||
Balance | ||||
Additions | 108,055 | |||
Payments | ||||
Conversion | (108,056) | |||
Balance | ||||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Two [Member] | ||||
Principal Amount | $ 64,500 | |||
Debt Instrument, Issuance Date | Feb. 19, 2019 | |||
Debt Instrument, Maturity Date | Feb. 19, 2020 | |||
OID & Financing Costs | $ 4,125 | |||
Balance | 64,500 | 64,500 | ||
Additions | 64,500 | |||
Payments | ||||
Conversion | (64,500) | |||
Balance | 64,500 | 64,500 | ||
Repayments of Convertible Debt | ||||
LG Capital Omnibus Three [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Feb. 19, 2019 | |||
Debt Instrument, Maturity Date | Feb. 19, 2020 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | 55,125 | 55,125 | ||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | 55,125 | 55,125 | |
Repayments of Convertible Debt | ||||
LG Capital Omnibus Four [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Mar. 13, 2019 | |||
Debt Instrument, Maturity Date | Mar. 13, 2020 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | 55,125 | 55,125 | ||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | 55,125 | 55,125 | |
Repayments of Convertible Debt | ||||
Adar Alef Omnibus #2 Back End [Member] | ||||
Principal Amount | $ 26,500 | |||
Debt Instrument, Issuance Date | May 14, 2019 | |||
Debt Instrument, Maturity Date | Feb. 20, 2020 | |||
OID & Financing Costs | $ 1,500 | |||
Balance | 26,500 | 26,500 | ||
Additions | 26,500 | |||
Payments | (250) | |||
Conversion | (26,750) | |||
Balance | 26,500 | 26,500 | ||
Repayments of Convertible Debt | 250 | |||
LG Capital Omnibus #5 [Member] | ||||
Principal Amount | $ 27,825 | |||
Debt Instrument, Issuance Date | May 17, 2019 | |||
Debt Instrument, Maturity Date | May 15, 2020 | |||
OID & Financing Costs | $ 2,825 | |||
Balance | 27,825 | 27,825 | ||
Additions | 27,825 | |||
Payments | ||||
Conversion | ||||
Balance | 27,825 | 27,825 | 27,825 | |
Repayments of Convertible Debt | ||||
Adar Alef Omnibus #2 BE 3rd Tranche [Member] | ||||
Principal Amount | $ 53,500 | |||
Debt Instrument, Issuance Date | Aug. 1, 2019 | |||
Debt Instrument, Maturity Date | Feb. 7, 2020 | |||
OID & Financing Costs | $ 50,000 | |||
Balance | 56,194 | 56,194 | ||
Additions | 56,194 | |||
Payments | (434) | |||
Conversion | (55,760) | |||
Balance | 56,194 | 56,194 | ||
Repayments of Convertible Debt | 434 | |||
LG Capital Omnibus #7 [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Aug. 6, 2019 | |||
Debt Instrument, Maturity Date | Feb. 7, 2020 | |||
OID & Financing Costs | $ 50,000 | |||
Balance | 55,125 | 55,125 | ||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | 55,125 | 55,125 | |
Repayments of Convertible Debt | ||||
Adar Alef Omnibus #2 BE 4th Tranche [Member] | ||||
Principal Amount | $ 5,350 | |||
Debt Instrument, Issuance Date | Oct. 3, 2019 | |||
Debt Instrument, Maturity Date | Feb. 7, 2020 | |||
OID & Financing Costs | $ 5,000 | |||
Balance | 5,350 | 5,350 | ||
Additions | 5,350 | |||
Payments | (224) | |||
Conversion | (5,574) | |||
Balance | 5,350 | 5,350 | ||
Repayments of Convertible Debt | 224 | |||
LG Capital Omnibus Eight [Member] | ||||
Principal Amount | $ 6,825 | |||
Debt Instrument, Issuance Date | Oct. 25, 2019 | |||
Debt Instrument, Maturity Date | Oct. 26, 2020 | |||
OID & Financing Costs | $ 5,000 | |||
Balance | 6,825 | 6,825 | ||
Additions | 6,825 | |||
Payments | ||||
Conversion | ||||
Balance | 6,825 | 6,825 | 6,825 | |
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Fifth Tranche [Member] | ||||
Principal Amount | $ 33,600 | |||
Debt Instrument, Issuance Date | Mar. 19, 2020 | |||
Debt Instrument, Maturity Date | Sep. 19, 2020 | |||
OID & Financing Costs | $ 3,600 | |||
Balance | 33,600 | |||
Additions | 33,600 | |||
Payments | ||||
Conversion | (33,600) | |||
Balance | 33,600 | |||
Repayments of Convertible Debt | ||||
LG Capital Funding LLC One [Member] | ||||
Principal Amount | $ 33,600 | |||
Debt Instrument, Issuance Date | Mar. 25, 2020 | |||
Debt Instrument, Maturity Date | Sep. 20, 2020 | |||
OID & Financing Costs | $ 3,600 | |||
Balance | 33,600 | |||
Additions | 33,600 | |||
Payments | ||||
Conversion | ||||
Balance | 33,600 | 33,600 | ||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Sixth Tranche [Member] | ||||
Principal Amount | $ 28,875 | |||
Debt Instrument, Issuance Date | Apr. 21, 2021 | |||
Debt Instrument, Maturity Date | Apr. 21, 2022 | |||
OID & Financing Costs | $ 3,875 | |||
Balance | ||||
Additions | 28,875 | |||
Payments | ||||
Conversion | ||||
Balance | 28,875 | |||
Repayments of Convertible Debt | ||||
SBI Investment Two [Member] | ||||
Principal Amount | $ 33,000 | |||
Debt Instrument, Issuance Date | Apr. 30, 2021 | |||
Debt Instrument, Maturity Date | May 1, 2022 | |||
OID & Financing Costs | $ 3,000 | |||
Balance | ||||
Additions | 33,000 | |||
Payments | ||||
Conversion | ||||
Balance | 33,000 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Seventh Tranche [Member] | ||||
Principal Amount | $ 28,875 | |||
Debt Instrument, Issuance Date | May 4, 2021 | |||
Debt Instrument, Maturity Date | May 4, 2022 | |||
OID & Financing Costs | $ 3,875 | |||
Balance | ||||
Additions | 28,875 | |||
Payments | ||||
Conversion | ||||
Balance | 28,875 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Eighth Tranche [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | May 12, 2021 | |||
Debt Instrument, Maturity Date | May 13, 2022 | |||
OID & Financing Costs | $ 5,125 | |||
Balance | ||||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | |||
Repayments of Convertible Debt | ||||
SBI Investment Three [Member] | ||||
Principal Amount | $ 44,000 | |||
Debt Instrument, Issuance Date | May 17, 2021 | |||
Debt Instrument, Maturity Date | May 17, 2022 | |||
OID & Financing Costs | $ 4,000 | |||
Balance | ||||
Additions | 44,000 | |||
Payments | ||||
Conversion | ||||
Balance | 44,000 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Ninth Tranche [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | May 28, 2021 | |||
Debt Instrument, Maturity Date | May 28, 2022 | |||
OID & Financing Costs | $ 5,125 | |||
Balance | ||||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Tenth Tranche [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Jun. 9, 2021 | |||
Debt Instrument, Maturity Date | Jun. 10, 2022 | |||
OID & Financing Costs | $ 5,125 | |||
Balance | ||||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | |||
Repayments of Convertible Debt | ||||
SBI Investment Four [Member] | ||||
Principal Amount | $ 27,500 | |||
Debt Instrument, Issuance Date | Jun. 24, 2021 | |||
Debt Instrument, Maturity Date | Jun. 25, 2022 | |||
OID & Financing Costs | $ 2,500 | |||
Balance | ||||
Additions | 27,500 | |||
Payments | ||||
Conversion | ||||
Balance | 27,500 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Eventh Tranche [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Jun. 25, 2021 | |||
Debt Instrument, Maturity Date | Jun. 26, 2022 | |||
OID & Financing Costs | $ 5,125 | |||
Balance | ||||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Twelfth Tranche [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Jul. 12, 2021 | |||
Debt Instrument, Maturity Date | Jul. 12, 2022 | |||
OID & Financing Costs | $ 50,000 | |||
Balance | ||||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Twelfth One Tranche [Member] | ||||
Principal Amount | $ 55,125 | |||
Debt Instrument, Issuance Date | Jul. 13, 2021 | |||
Debt Instrument, Maturity Date | Jul. 13, 2022 | |||
OID & Financing Costs | $ 50,000 | |||
Balance | ||||
Additions | 55,125 | |||
Payments | ||||
Conversion | ||||
Balance | 55,125 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Thirteenth Tranche [Member] | ||||
Principal Amount | $ 66,150 | |||
Debt Instrument, Issuance Date | Aug. 3, 2021 | |||
Debt Instrument, Maturity Date | Aug. 3, 2022 | |||
OID & Financing Costs | $ 60,000 | |||
Balance | ||||
Additions | 66,150 | |||
Payments | ||||
Conversion | ||||
Balance | 66,150 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Fourteenth Tranche [Member] | ||||
Principal Amount | $ 66,150 | |||
Debt Instrument, Issuance Date | Aug. 24, 2021 | |||
Debt Instrument, Maturity Date | Aug. 24, 2022 | |||
OID & Financing Costs | $ 60,000 | |||
Balance | ||||
Additions | 66,150 | |||
Payments | ||||
Conversion | ||||
Balance | 66,150 | |||
Repayments of Convertible Debt | ||||
Adar Alef Omnibus Fourteenth One Tranche [Member] | ||||
Principal Amount | $ 66,150 | |||
Debt Instrument, Issuance Date | Sep. 14, 2021 | |||
Debt Instrument, Maturity Date | Sep. 14, 2022 | |||
OID & Financing Costs | $ 60,000 | |||
Balance | ||||
Additions | 66,150 | |||
Payments | ||||
Conversion | ||||
Balance | 66,150 | |||
Repayments of Convertible Debt |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Sep. 14, 2021 | Sep. 14, 2021 | Aug. 24, 2021 | Aug. 24, 2021 | Aug. 03, 2021 | Jul. 13, 2021 | Jul. 12, 2021 | Jul. 09, 2021 | Jun. 25, 2021 | Jun. 09, 2021 | May 28, 2021 | May 12, 2021 | May 04, 2021 | Apr. 21, 2021 | Mar. 18, 2020 | Jun. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 517,250 | $ 102,185 | $ 239,411 | $ 608,242 | |||||||||||||||||
Convertible notes payable | 1,353,447 | 1,273,107 | $ 1,308,092 | $ 938,842 | $ 572,792 | ||||||||||||||||
Interest Expense | 2,528,426 | 471,579 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 140,522 | 4,460 | |||||||||||||||||||
Onetime interest charge | 9.00% | ||||||||||||||||||||
Debt redemption description | The notes may be redeemed by the Company at rates ranging from 105% to 130% depending on the redemption date provided that no redemption is allowed after the 180th day | ||||||||||||||||||||
Capital shares of common stock percentage | 25.00% | ||||||||||||||||||||
[custom:GeneralDefaultReserve-0] | $ 1,364,204 | 2,278,648 | |||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 730,658 | 120,300 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,815,281,620 | ||||||||||||||||||||
Convertible Debt [Member] | Common Stock [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 120,300 | $ 120,300 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 785,026,210 | ||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Interest Expense | 2,528,426 | $ 471,579 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 140,522 | $ 4,460 | |||||||||||||||||||
(28) Outstanding Convertible Notes [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Convertible notes payable | $ 1,353,447 | ||||||||||||||||||||
(28) Outstanding Convertible Notes [Member] | Minimum [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Original issue of discount percentage | 10.00% | ||||||||||||||||||||
(28) Outstanding Convertible Notes [Member] | Maximum [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||
Original issue of discount percentage | 25.00% | ||||||||||||||||||||
Original Convertible Note Agreement [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt principal amount | $ 104,500 | ||||||||||||||||||||
Debt Conversion, Description | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 95,000 | ||||||||||||||||||||
Adar Alef LLC [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt principal amount | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 50,000 | $ 50,000 | ||||||||||||||
Legal fees | $ 6,150 | 6,150 | $ 6,150 | 6,150 | $ 6,150 | $ 5,125 | $ 5,125 | $ 5,125 | $ 3,600 | ||||||||||||
Debt Conversion, Description | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | ||||||||||||||||
Convertible notes payable | $ 66,150 | $ 66,150 | $ 66,150 | $ 66,150 | $ 66,150 | $ 55,125 | $ 55,125 | $ 55,125 | $ 33,600 | ||||||||||||
Adar Alef LLC [Member] | Promissory Note Agreement [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Debt principal amount | $ 55,125 | $ 55,125 | $ 55,125 | $ 55,125 | $ 28,875 | $ 28,875 | |||||||||||||||
Business Combination, Consideration Transferred | 50,000 | 50,000 | 50,000 | 50,000 | 25,000 | 25,000 | |||||||||||||||
Legal fees | $ 5,125 | $ 5,125 | $ 5,125 | $ 5,125 | $ 3,875 | $ 3,875 | |||||||||||||||
Debt Conversion, Description | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTION (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 0.19 | 0.21 |
Measurement Input, Expected Term [Member] | Black-Scholes [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input, Term | 1 year | 1 year |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 0 | 0 |
Measurement Input, Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 283 | 467 |
SCHEDULE OF CHANGES IN DERIVATI
SCHEDULE OF CHANGES IN DERIVATIVES LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance – December 31, 2019 | $ 23,798,241 | $ 5,359,442 |
Issuance of new derivative liabilities | 1,910,471 | 7,272 |
Conversion of note derivatives | (20,681,004) | |
Reclass to additional paid-in capital | (428,733) | |
Change in fair market value of derivative liabilities | 1,731,229 | 18,860,260 |
Balance – December 31, 2020 | $ 6,758,937 | $ 23,798,241 |
MERCHANT FINANCING (Details Nar
MERCHANT FINANCING (Details Narrative) - USD ($) | Sep. 14, 2021 | Sep. 14, 2021 | Aug. 24, 2021 | Aug. 24, 2021 | Aug. 03, 2021 | Jul. 13, 2021 | Jul. 12, 2021 | Jul. 09, 2021 | Jun. 04, 2021 | Jun. 02, 2021 | May 17, 2021 | May 13, 2021 | May 06, 2021 | May 04, 2021 | Apr. 30, 2021 | Mar. 27, 2020 | Mar. 25, 2020 | Mar. 18, 2020 | Mar. 05, 2020 | Mar. 03, 2020 | Jan. 24, 2020 | Jan. 04, 2020 | Dec. 23, 2019 | Dec. 18, 2019 | Nov. 04, 2019 | Oct. 11, 2019 | Sep. 24, 2019 | Aug. 20, 2019 | Jun. 27, 2019 | May 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | May 22, 2021 | May 18, 2021 | Dec. 31, 2019 | Oct. 18, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Merchant financing payables | $ 588,201 | ||||||||||||||||||||||||||||||||||||||||
Merchant financing unamortized discounts | 2,754 | ||||||||||||||||||||||||||||||||||||||||
Merchant financing net | 585,446 | ||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 1,273,107 | 1,353,447 | $ 1,308,092 | $ 938,842 | $ 572,792 | ||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | 8,000,000,000 | ||||||||||||||||||||||||||||||||||||||
Richard Berman [Member] | |||||||||||||||||||||||||||||||||||||||||
Invested in exchange for preferred shares | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Richard Berman [Member] | Options Held [Member] | |||||||||||||||||||||||||||||||||||||||||
Invested in exchange for preferred shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Private Investor [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 136,600 | ||||||||||||||||||||||||||||||||||||||||
Payroll Protection Loans [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. | ||||||||||||||||||||||||||||||||||||||||
Debt instrument decrease forgiveness | 302,602 | ||||||||||||||||||||||||||||||||||||||||
Payroll Protection Loans [Member] | 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 294,882 | ||||||||||||||||||||||||||||||||||||||||
Payroll Protection Loans [Member] | 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 302,602 | ||||||||||||||||||||||||||||||||||||||||
First Round Payroll Protection Loans [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument decrease forgiveness | $ 70,200 | ||||||||||||||||||||||||||||||||||||||||
First and Second Round Payroll Protection Loans [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument decrease forgiveness | $ 224,682 | ||||||||||||||||||||||||||||||||||||||||
Small Business Administration [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 325,300 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 3.75% | ||||||||||||||||||||||||||||||||||||||||
Adar Alef LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 60,000 | $ 60,000 | $ 60,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 30,000 | |||||||||||||||||||||||||||||||||
Debt instrument payment terms | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | |||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 66,150 | $ 66,150 | $ 66,150 | $ 66,150 | $ 66,150 | $ 55,125 | $ 55,125 | $ 55,125 | $ 33,600 | ||||||||||||||||||||||||||||||||
Legal fees | $ 6,150 | $ 6,150 | $ 6,150 | $ 6,150 | $ 6,150 | $ 5,125 | $ 5,125 | $ 5,125 | $ 3,600 | ||||||||||||||||||||||||||||||||
LG Capital Funding LLC [Member]. | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date | ||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 33,600 | $ 52,260 | $ 92,646 | ||||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,600 | ||||||||||||||||||||||||||||||||||||||||
SBI Investments LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 40,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 8,000,000,000 | 20,000,000,000 | |||||||||||||||||||||||||||||||||||||||
Oasis Capital [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 50,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | Twelve Europe AG [Member]. | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | Bluwire Group LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 343,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 8 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 7,000 | ||||||||||||||||||||||||||||||||||||||||
Notes payable | 360,000 | ||||||||||||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | Red Wire Group [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 24,200 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 5.5 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 12,050 | ||||||||||||||||||||||||||||||||||||||||
Receivable Purchase Agreement One [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 24,279.49 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 8.5 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 24,759.91 | ||||||||||||||||||||||||||||||||||||||||
Retired prior obligation | $ 29,020.60 | ||||||||||||||||||||||||||||||||||||||||
Receivable Purchase Agreement One [Member] | Bluwire Group LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 145,500 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 6 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 162,000 | ||||||||||||||||||||||||||||||||||||||||
Vox Funding [Member] | Receivable Purchase Agreement [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 14,550 | $ 19,400 | |||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 3.5 | payment over 7 months | |||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,800 | $ 7,600 | |||||||||||||||||||||||||||||||||||||||
Vox Funding [Member] | Receivable Purchase Agreement One [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 17,666 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 9 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 12,900 | ||||||||||||||||||||||||||||||||||||||||
Retired prior obligation | $ 15,353 | ||||||||||||||||||||||||||||||||||||||||
Vox Funding [Member] | Future Receivable Purchase Agreement [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 14,500 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 70 business days | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,850 | ||||||||||||||||||||||||||||||||||||||||
Vox Funding [Member] | First Future Receivable Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 14,500 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 3.5 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,850 | ||||||||||||||||||||||||||||||||||||||||
Vox Funding [Member] | Second Future Receivable Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 5,605 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 2 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 1,895 | ||||||||||||||||||||||||||||||||||||||||
Vox Funding [Member] | Verbal Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Repayment of funds | $ 250 | ||||||||||||||||||||||||||||||||||||||||
Reliant Funding [Member] | Third Future Receivable Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 83,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | payment over 6 months | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||
Reliant Funding [Member] | Verbal Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Repayment of funds | $ 10 | ||||||||||||||||||||||||||||||||||||||||
12 Retail Subsidiary [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument payment terms | advances that are paid back and renewed in 45-to-60-day intervals for inventory and special orders for customers | ||||||||||||||||||||||||||||||||||||||||
12 Retail Subsidiary [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||
12 Retail Subsidiary [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 50,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jun. 14, 2021 | May 13, 2021 | May 06, 2021 | Jan. 16, 2020 | Oct. 18, 2019 | Mar. 14, 2019 | Jul. 27, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 21, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 18, 2021 | Apr. 30, 2020 |
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized | 8,000,000,000 | 20,000,000,000 | 20,000,000,000 | 20,000,000,000 | 20,000,000,000 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Reserve common stock split | 100 for 1 reverse common stock split | |||||||||||||||||||||||
Common stock, shares outstanding | 25,410,391 | 1,177,103,618 | 12,862,508,315 | 1,177,103,618 | 12,862,508,315 | 1,177,103,618 | 36,935,303 | |||||||||||||||||
Proceeds from issuance of preferred stock | $ 190,001 | $ 5,000 | ||||||||||||||||||||||
Shares issued during period for share based compensation, value | (12) | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 60,001 | 5,051 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 517,250 | $ 102,185 | $ 239,411 | $ 608,242 | ||||||||||||||||||||
Common stock, shares issued | 1,177,103,618 | 12,862,508,315 | 1,177,103,618 | 12,862,508,315 | 1,177,103,618 | 36,935,303 | ||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 730,658 | $ 120,300 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,815,281,620 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Reserve common stock split | 100-for-1 reverse common stock split | |||||||||||||||||||||||
Shares issued during period for share based compensation, value | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||||||||||||||
Common Stock [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 120,300 | $ 120,300 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 785,026,210 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Preferred stock, conversion, description | The “Conversion Ratio” per share of the Series A Preferred Stock in connection with any Conversion shall be at a ratio of 1:20, meaning every (1) one Preferred A share shall convert into 20 shares of Common Stock of the Company (the “Conversion”). | |||||||||||||||||||||||
Shares issued | 1,250 | 1,250 | 1,250 | |||||||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 277,500 | |||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 12,750 | |||||||||||||||||||||||
Stock issued during period shares restricted stock | 12,750 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 9,197,566 | 9,429,525 | 9,197,566 | 9,429,525 | 9,197,566 | |||||||||||||||||||
Preferred stock, shares issued | 9,197,566 | 9,429,525 | 9,197,566 | 9,429,525 | 9,197,566 | |||||||||||||||||||
Preferred stock value | $ 93 | $ 95 | $ 93 | $ 95 | $ 93 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued | 25,000 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, conversion, description | Each share of Series B Preferred Stock shall be convertible at the option of the holder at any time into shares of common stock at a conversion price equal to 65% multiplied by lowest average traded price during the ten (10) trading day period ending | |||||||||||||||||||||||
Shares issued | 53,000 | |||||||||||||||||||||||
Temporary equity, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||
Conversion of stock, shares converted | 64,400 | 3,600 | ||||||||||||||||||||||
Conversion of stock, amount converted | $ 64,400 | |||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 53,000 | |||||||||||||||||||||||
Temporary equity, stated value | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||
Temporary equity, shares issued | 170,400 | 0 | 170,400 | 0 | 170,400 | |||||||||||||||||||
Temporary equity, shares outstanding | 170,400 | 0 | 170,400 | 0 | 170,400 | |||||||||||||||||||
Preferred stock value | $ 170,400 | $ 170,400 | $ 170,400 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Geneva Roth [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares converted | 106,000 | |||||||||||||||||||||||
Conversion of stock, amount converted | $ 106,000 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares issued | 212,015,385 | 29,353,846 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | Geneva Roth [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares issued | 387,307,692 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 2 | 2 | 2 | 2 | 2 | |||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Preferred stock, shares outstanding | 2 | 2 | 2 | 2 | 2 | |||||||||||||||||||
Preferred stock, voting right | Each issued and outstanding share of Series C Preferred Stock authorizes the holder to vote eight billion (8,000,000,000) votes on any matter that shareholders are entitled to vote for under our Bylaws at a cost of $1.00 per share. Holders of shares of Series C Preferred Stock shall vote together with the holders of Common Shares as a single class. | |||||||||||||||||||||||
Preferred stock, shares issued | 2 | 2 | 2 | 2 | 2 | |||||||||||||||||||
Preferred stock value | $ 1 | $ 2 | $ 1 | $ 2 | $ 1 | |||||||||||||||||||
Series C Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued | 1 | |||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Series D-1 Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Temporary equity, shares authorized | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||||||
Temporary equity, stated value | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | |||||||||||||||||||
Preferred stock, dividend rate | 8.00% | |||||||||||||||||||||||
Preferred Stock, Redemption Terms | Shares of the Series D-1 Preferred Stock shall be redeemable in cash, at any time after the issuance of the respective Series D-1 Preferred Stock at a price per share equal to 125% of the Stated Value plus the amount of accrued but unpaid dividends, provided, however, that 125% shall be replaced with 140% if the Company exercises its option to redeem the Series D-1 Preferred Stock after the initial 60 calendar day period | |||||||||||||||||||||||
Temporary equity, shares issued | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Temporary equity, shares outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Preferred stock value | ||||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Temporary equity, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||
Conversion of stock, shares converted | 23,000 | 23,000 | ||||||||||||||||||||||
Conversion of stock, amount converted | $ 46,000 | $ 46,000 | ||||||||||||||||||||||
Temporary equity, stated value | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | |||||||||||||||||||
Preferred stock, dividend rate | 8.00% | |||||||||||||||||||||||
Temporary equity, shares issued | 912,368 | 754,410 | 912,368 | 754,410 | 912,368 | |||||||||||||||||||
Temporary equity, shares outstanding | 912,368 | 754,410 | 912,368 | 754,410 | 912,368 | |||||||||||||||||||
Number of shares redeemed | 754,410 | 912,368 | ||||||||||||||||||||||
Number of shares redeemed, value | $ 2,218,653 | $ 2,607,162 | ||||||||||||||||||||||
Preferred stock value | $ 2,607,162 | $ 2,218,653 | $ 2,607,162 | $ 2,218,653 | $ 2,607,162 | |||||||||||||||||||
Series D-2 Preferred Stock [Member] | Oasis Capital, LLC [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued | 45,045 | 72,027 | ||||||||||||||||||||||
Conversion of stock, shares converted | 275,075 | 5,450 | 17,550 | |||||||||||||||||||||
Conversion of stock, amount converted | $ 10,897 | $ 35,103 | ||||||||||||||||||||||
Principal and interest amount | $ 888,860 | |||||||||||||||||||||||
Proceeds from Related Party Debt | $ 50,000 | $ 50,000 | $ 30,000 | |||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares issued | 355,142,105 | 355,142,105 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Common Stock [Member] | Oasis Capital, LLC [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of stock, shares issued | 1,269,800,000 | 25,642,105 | 329,500,000 | |||||||||||||||||||||
Series D-3 Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Temporary equity, shares authorized | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||||||
Temporary equity, stated value | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | |||||||||||||||||||
Preferred stock, dividend rate | 10.00% | |||||||||||||||||||||||
Temporary equity, shares issued | 54,840 | 54,840 | 54,840 | 54,840 | 54,840 | |||||||||||||||||||
Temporary equity, shares outstanding | 54,840 | 54,840 | 54,840 | 54,840 | 54,840 | |||||||||||||||||||
Preferred stock value | $ 274,234 | $ 274,234 | $ 274,234 | $ 274,234 | $ 274,234 | |||||||||||||||||||
Dividend payable | $ 61,977 | $ 27,420 | $ 61,977 | $ 27,420 | $ 61,977 | |||||||||||||||||||
Series D-4 Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 100 | |||||||||||||||||||||||
Series D-5 Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Preferred stock, shares outstanding | 128,494 | 128,494 | 128,494 | 128,494 | 128,494 | |||||||||||||||||||
Preferred stock, shares issued | 128,494 | 128,494 | 128,494 | 128,494 | 128,494 | |||||||||||||||||||
Preferred stock, dividend rate | 6.00% | |||||||||||||||||||||||
Dividend payable | $ 47,400 | $ 54,294 | $ 47,400 | $ 54,294 | $ 47,400 | |||||||||||||||||||
Preferred stock, stated value | $ 4 | $ 4 | $ 4 | $ 4 | $ 4 | |||||||||||||||||||
Preferred stock value | $ 513,976 | $ 513,976 | $ 513,976 | $ 513,976 | $ 513,976 | |||||||||||||||||||
Series D-5 Preferred Stock [Member] | Red Wire Group [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued during period for acquisition, shares | 37,500 | |||||||||||||||||||||||
Equity method investment, ownership, percentage | 25.00% | |||||||||||||||||||||||
Series D-5 Preferred Stock [Member] | Rune NYC, LLC [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued during period for acquisition, shares | 82,588 | |||||||||||||||||||||||
Equity method investment, ownership, percentage | 92.50% | |||||||||||||||||||||||
Series D-6 Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Shares issued | 92,680 | 104,680 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 104,680 | 92,680 | 104,680 | 92,680 | 104,680 | |||||||||||||||||||
Preferred stock, shares issued | 104,680 | 92,680 | 104,680 | 92,680 | 104,680 | |||||||||||||||||||
Preferred stock, stated value | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | |||||||||||||||||||
Preferred stock value | $ 523,400 | $ 463,400 | $ 523,400 | $ 463,400 | $ 523,400 | |||||||||||||||||||
Shares issued during period for share based compensation, shares | 7,080 | |||||||||||||||||||||||
Shares issued during period for share based compensation, value | $ 35,400 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 463,400 | $ 523,400 | ||||||||||||||||||||||
Series D-6 Preferred Stock [Member] | Social Sunday [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued during period for acquisition, shares | 42,000 | |||||||||||||||||||||||
Series D-6 Preferred Stock [Member] | Red Wire Group [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued | 55,600 | |||||||||||||||||||||||
Equity method investment, ownership, percentage | 75.00% | 75.00% | ||||||||||||||||||||||
Common Stock [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 785,026,210 | 785,026,210 |
SCHEDULE OF LOSS FROM CONTINUIN
SCHEDULE OF LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (5,124,294) | $ (21,789,991) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | (5,101,587) | (21,957,557) |
HONG KONG | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | (79,656) | (257,753) |
JAPAN | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | 56,948 | (20,988) |
SWITZERLAND | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ 404,331 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards - United States | $ 5,513,210 | $ 3,532,239 |
United States – effect of change in statutory rate | ||
NOL carryforwards - Foreign | (50,327) | 682,324 |
Total | 5,462,884 | 4,246,044 |
Less: valuation allowance | (5,462,884) | (4,264,044) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ 0 | $ 0 |
Operating Loss Carryforwards | 5,100,000 | |
Deferred Tax Assets, Tax Credit Carryforwards | $ 5,500,000 | |
Operating Loss Carryforwards, Limitations on Use | expire in 2024 | |
Deferred Tax Assets, Valuation Allowance | 5,462,884 | $ 4,264,044 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 1,188,840 | $ 617,310 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax rate | 21.00% | 21.00% |
HONG KONG | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax rate | 16.50% | 16.50% |
JAPAN | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax rate | 30.00% | 30.00% |
SWITZERLAND | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax rate | 20.00% | 20.00% |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | Jun. 02, 2021USD ($) | Aug. 13, 2020USD ($) | Feb. 07, 2020USD ($) | Dec. 31, 2021USD ($)ft² | Nov. 30, 2021USD ($)ft² | Aug. 31, 2019USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 355,882 | $ 355,882 | $ 52,671 | |||||
Operating Lease, Liability, Noncurrent | 176,533 | 176,533 | 0 | |||||
Professional Fees | 744,112 | 683,251 | ||||||
Independent Contractor Third Party [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Other Commitment | 35,000 | 35,000 | ||||||
Long-term Purchase Commitment, Amount | 271,375 | $ 220,975 | ||||||
[custom:AddtionalPaymentsForContractCommitment] | 525,552 | |||||||
Auctus Fund Management [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 40,000 | |||||||
Loss Contingency Accrual, Payments | 120,375 | |||||||
Auctus Fund Management [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | $ 482,000 | |||||||
Bellridge Capital [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | 214,195.74 | |||||||
Loss contingency, damages paid, value | $ 217,195.74 | |||||||
Accrued interest, percentage | 24.00% | |||||||
J&S Properties [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 54,124.10 | |||||||
Professional Fees | $ 10,230.10 | |||||||
Leider Enterprises, Inc. [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | $ 38,000 | |||||||
Rottenberg [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | $ 16,975.29 | |||||||
PCG Advisory Group [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | 63,350 | |||||||
VXB & Orfwid [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | $ 41,667.18 | |||||||
12 Fashion Group and 12 Retail [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | 355,882 | $ 355,882 | ||||||
Lessee, Operating Lease, Description | The lease agreements mature between November 2022 and December 2023 | |||||||
Operating Lease, Expense | $ 179,349 | |||||||
Operating Lease, Liability, Noncurrent | $ 176,533 | $ 176,533 | ||||||
12 Fashion Group [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||
Area of Land | ft² | 1,510 | |||||||
Payments for Rent | $ 4,620 | |||||||
12 Fashion Group [Member] | New Office [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 2 years | 2 years | ||||||
Area of Land | ft² | 1,700 | 1,700 | ||||||
Payments for Rent | $ 4,500 |