Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Deep Green Waste & Recycling, Inc. |
Entity Central Index Key | 0001637866 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 757 | $ 735 |
Accounts receivable, net of allowance for doubtful account of $545,420 at December 31, 2020 and $542,745 at December 31, 2019 | 2,675 | |
Total current assets | 757 | 3,410 |
Property and equipment, net | 9,798 | 20,789 |
Other assets: | ||
Deposits | 5,000 | 5,000 |
Total other assets | 5,000 | 5,000 |
Total assets | 15,555 | 29,199 |
Current liabilities: | ||
Current portion of debt | 896,584 | 764,359 |
Convertible notes payable, net of debt discounts of $5,238 and $0 at December 31, 2020 and December 31, 2019, respectively | 10,762 | |
Accounts payable | 2,948,964 | 2,919,628 |
Accrued expenses | 156,051 | 78,272 |
Deferred compensation | 86,307 | 105,325 |
Accrued interest | 162,074 | 88,924 |
Customer deposits payable | 68,851 | 68,851 |
Derivative liability | 43,444 | |
Total current liabilities | 4,373,037 | 4,025,359 |
Long-term liabilities | ||
Long-term portion of debt | 123,750 | |
Total long-term liabilities | 123,750 | |
Total liabilities | 4,373,037 | 4,149,109 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.0001 par value; 250,000,000 shares authorized; 129,836,060 and 105,051,540 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 12,984 | 10,505 |
Preferred Stock, $.0001 par value, $1 per share stated value, 2,000,000 shares authorized; 31,000 and 0 shares of Series B Convertible Preferred Stock issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 31,000 | |
Additional paid-in capital | 3,374,888 | 2,913,369 |
Accumulated deficit | (7,776,354) | (7,043,784) |
Total stockholders' deficit | (4,357,482) | (4,119,910) |
Total liabilities and stockholders' deficit | $ 15,555 | $ 29,199 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful account | $ 545,420 | $ 542,745 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 129,836,060 | 105,051,540 |
Common stock, shares, outstanding | 129,836,060 | 105,051,540 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, stated value per share | $ 1 | $ 1 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 31,000 | 0 |
Preferred stock, shares outstanding | 31,000 | 0 |
Convertible Notes Payable [Member] | ||
Debt issuance costs, net | $ 5,238 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | ||
Total revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses: | ||
Selling, general and administrative | 34,924 | 20,390 |
Officer and director compensation (including stock-based compensation of $109,147 and $0, respectively) | 149,619 | |
Professional and consulting (including stock-based compensation of $163,000 and $0, respectively) | 273,781 | 11,335 |
Provision for doubtful accounts | 2,675 | (12,665) |
Depreciation and amortization of property and equipment | 10,992 | 22,343 |
Total operating expenses | 471,991 | 22,343 |
Operating (loss) | (471,991) | (41,403) |
Other income/(expense): | ||
Derivative liability income | 76,556 | |
Interest expense (including amortization of debt discounts of $116,643 and $0, respectively) | (199,126) | (95,309) |
Gain on settlement of accounts payable | 44,336 | |
Loss on conversions of notes payable | (138,009) | |
Total other income (expense) | (260,579) | (50,973) |
Net (loss) | $ (732,570) | $ (92,376) |
Net loss per common share: | ||
Basic and diluted net loss per common share | $ 0.01 | $ 0 |
Basic and diluted weighted-average common shares outstanding | 110,581,886 | 105,051,540 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | $ 272,147 | |
Amortization of debt discounts | 116,643 | |
Professional and Consulting [Member] | ||
Stock-based compensation | 163,000 | 0 |
Officer and Director [Member] | ||
Stock-based compensation | $ 109,147 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficiency) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series B Preferred Stock [Member] | ||
Balance | ||
Balance, shares | ||
Issuance of Preferred B stock in satisfaction of deferred compensation | $ 31,000 | |
Issuance of Preferred B stock in satisfaction of deferred compensation, shares | 31,000 | |
Issuance of common stock relating to Officer Employment Agreement | ||
Issuance of common stock relating to Officer Employment Agreement, shares | ||
Convertible Note Conversions | ||
Convertible Note Conversions, shares | ||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | ||
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020, shares | ||
Warrant Cashless Exercise | ||
Warrant Cashless Exercise, shares | ||
Issuance of Common Shares relating to Officer Employment Agreement | ||
Issuance of Common Shares relating to Officer Employment Agreement, shares | ||
Net loss | ||
Balance | $ 31,000 | |
Balance, shares | 31,000 | |
Common Stock [Member] | ||
Balance | $ 10,505 | $ 10,505 |
Balance, shares | 105,051,540 | 105,051,540 |
Issuance of Preferred B stock in satisfaction of deferred compensation | ||
Issuance of Preferred B stock in satisfaction of deferred compensation, shares | ||
Issuance of common stock relating to Officer Employment Agreement | $ 84 | |
Issuance of common stock relating to Officer Employment Agreement, shares | 840,000 | |
Convertible Note Conversions | $ 1,266 | |
Convertible Note Conversions, shares | 12,662,039 | |
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | $ 1,000 | |
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020, shares | 10,000,000 | |
Warrant Cashless Exercise | $ 26 | |
Warrant Cashless Exercise, shares | 262,481 | |
Issuance of Common Shares relating to Officer Employment Agreement | $ 103 | |
Issuance of Common Shares relating to Officer Employment Agreement, shares | 1,020,000 | |
Net loss | ||
Balance | $ 12,984 | $ 10,505 |
Balance, shares | 129,836,060 | 105,051,540 |
Additional Paid-in Capital [Member] | ||
Balance | $ 2,913,369 | $ 2,913,369 |
Issuance of Preferred B stock in satisfaction of deferred compensation | ||
Issuance of common stock relating to Officer Employment Agreement | 33,516 | |
Convertible Note Conversions | 247,364 | |
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | 162,000 | |
Warrant Cashless Exercise | (26) | |
Issuance of Common Shares relating to Officer Employment Agreement | 18,665 | |
Net loss | ||
Balance | 3,374,888 | 2,913,369 |
Accumulated Deficit [Member] | ||
Balance | (7,043,784) | (6,951,408) |
Issuance of Preferred B stock in satisfaction of deferred compensation | ||
Net loss | (732,570) | (92,376) |
Balance | (7,776,354) | (7,043,784) |
Balance | (4,119,910) | (4,027,534) |
Issuance of Preferred B stock in satisfaction of deferred compensation | 31,000 | |
Issuance of common stock relating to Officer Employment Agreement | 33,600 | |
Convertible Note Conversions | 248,630 | |
Issuance of common stock to a service provider in connection with Service Settlement Agreement dated November 27, 2020 | 163,000 | |
Warrant Cashless Exercise | ||
Issuance of Common Shares relating to Officer Employment Agreement | 18,768 | |
Net loss | (732,570) | (92,376) |
Balance | $ (4,357,482) | $ (4,119,910) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES: | ||
Net income (loss) for the period | $ (732,570) | $ (92,376) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of property and equipment | 10,992 | 22,343 |
Provision for doubtful accounts | 2,675 | (12,665) |
Stock-based compensation | 272,147 | |
Derivative liability income | (76,556) | |
Amortization of debt discounts | 116,643 | |
Loss on conversions of notes payable | 138,009 | |
Gain on settlement of accounts payable | (44,336) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,665 | |
Accounts payable | 33,455 | 53,649 |
Accrued expenses | 21,000 | |
Deferred compensation | 5,982 | 7,102 |
Accrued interest | 76,770 | 52,659 |
Net cash used in operating activities | (131,453) | (959) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | ||
Net cash used in investing activities | ||
FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 123,000 | |
Loans from officers | 8,475 | |
Net cash provided by financing activities | 131,475 | |
NET INCREASE (DECREASE) IN CASH | 22 | (959) |
CASH, BEGINNING OF PERIOD | 735 | 1,694 |
CASH, END OF PERIOD | 757 | 735 |
Supplemental disclosure of cash flow information | ||
Interest | 42,650 | |
Income taxes | ||
Non-Cash investing and financing activities: | ||
Initial derivative liability charged to debt discount | 120,000 | |
Issuance of 25,000 shares, Series B Convertible Preferred Stock in satisfaction of deferred compensation liability | 25,000 | |
Issuance of 6,000 shares, Series B Convertible Preferred Stock in satisfaction of loans payable to officer | 6,000 | |
Conversions of Convertible Notes Payable: Principal | 107,000 | |
Conversions of Convertible Notes Payable: Accrued interest and charges | 3,620 | |
Conversions of Convertible Notes Payable: Total debt satisfied | 110,620 | |
Fair value of 14,662,039 shares issued to lenders | 248,629 | |
Loss on conversions of convertible notes payable | $ 138,009 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Officer [Member] | |
Issuance of common stock convertible debt | $ 6,000 |
Lender [Member] | |
Stock issued | shares | 14,662,039 |
Series B Convertible Preferred Stock [Member] | |
Issuance of common stock convertible debt | $ 25,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE A – ORGANIZATION Deep Green Waste & Recycling, Inc. (f/k/a Critic Clothing, Inc.) (“Deep Green”, the “Company”, “we”, “us”, or “our”) was organized as a Nevada Corporation on August 24, 1995 under the name of Evader, Inc. On May 25, 2012, the Company filed its Foreign Profit Corporation Articles of Domestication to change the domicile of the Company from Nevada to Wyoming. On November 4, 2015, the Company filed an Amendment to its Articles of Incorporation to change the name of the Company to Critical Clothing, Inc. and on August 28, 2017 an Amendment was filed to change the Company name to Deep Green Waste & Recycling, Inc. On August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption of certain liabilities and cancellation of 3,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares) of common stock of the Company. On August 24, 2017, the Company acquired all the membership units of Deep Green Waste and Recycling, LLC (“DGWR LLC”), a Georgia limited liability company engaged in the waste recycling business since 2011, in exchange for 85,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares) of the Company’s common stock. The transaction was accounted for as a “reverse merger” where DGWR LLC was considered the accounting acquiror and the Company was considered the accounting acquiree. Effective October 1, 2017, Deep Green acquired Compaction and Recycling Equipment, Inc. (CARE), a Portland, Oregon based company that sells and services waste and recycling equipment. Deep Green purchased 100% of the common stock for $902,700. $586,890 was paid in cash at closing and a promissory note was executed in the amount of $315,810. Effective October 1, 2017, Deep Green acquired Columbia Financial Services, Inc, (CFSI), a Portland, Oregon based company that finances the purchases of waste and recycling equipment. Deep Green purchased 100% of the common stock for $597,300. $418,110 was paid in cash at closing and a promissory note was executed in the amount of $179,190. On August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations (the “Agreement”) with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the Company transferred all capital stock of its two wholly owned subsidiaries, Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., to Mirabile Corporate Holdings, Inc. in exchange for the assumption and cancellation of certain liabilities. Deep Green’s then Chief Executive Officer owned a 7.5% equity interest in Mirabile Corporate Holdings, Inc. On August 7, 2018, the Company ceased its waste recycling business. Going forward, the Company’s plan is to obtain additional funding and re-launch its waste and recycling services business. The Company plans to: ● Provide sustainable waste management services that minimizes costs based on volume and content of waste streams, and methods of disposal, including landfills, transfer stations and recycling centers; and ● Offer innovative recycling services that significantly reduce the disposal of plastics, electronic wastes, food wastes, and hazardous wastes; and ● Establish partnerships with innovative universities and companies, and acquire profitable waste and recycling services companies, that can help the Company achieve these objectives; and ● Attract investment funds who will actively work with the Company to achieve these goals and help the Company grow into a leading waste and recycling services supplier in North America. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DGWR, LLC and DG Research, Inc Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2020, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value 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. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE G For nonrecurring fair value measurements of issuances of common stock for services (see NOTE H Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through December 31, 2020, the Company has not experienced impairment losses on its long-lived assets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of income. The estimated lives used to determine depreciation and amortization are: Software 2-3 Years Office Equipment 3-7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Advertising Costs Advertising costs, which were not significant for the periods presented, are expensed as incurred. Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the years ended December 31, 2020 and 2019, we have excluded the shares issuable from the convertible notes payable (see NOTE F NOTE H Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE H - CAPITAL STOCK 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 and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable and debt. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE C - PROPERTY AND EQUIPMENT Property and Equipment consist of the following at: December 31, 2020 December 31, 2019 Software 99,025 99,025 Office equipment 60,974 60,974 Furniture and Fixtures 948 948 Waste and Recycling Equipment 18,800 18,800 Leasehold Improvements - 2,100 Total 179,747 181,847 Accumulated depreciation and amortization (169,949 ) (161,058 ) Net $ 9,798 $ 20,789 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable | NOTE D – ACCOUNTS PAYABLE Accounts payable consist of the following at: December 31, 2020 December 31, 2019 August 1, 2018 Default Judgment payable to Ohio vendor $ 32,832 $ 32,832 January 14, 2019 Default Judgment payable to Tennessee customer 423,152 423,152 January 24, 2019 Default judgment payable to Florida vendor 31,631 31,631 Other vendors of materials and services 2,241,043 2,211,707 Credit card obligations 220,306 220,306 Total $ 2,948,964 $ 2,919,628 Most of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste recycling business on August 7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision of services to such customers. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE E – DEBT Debt consists of the following at: December 31, 2020 December 31, 2019 Note payable to Seller of CARE dated October 20, 2017, interest at 7% per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021, in technical default (1) $ 315,810 $ 315,810 Note payable to Seller of CFSI dated October 20, 2017, interest at 7% per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021, in technical default (1) 179,190 179,190 Claimed amount due to Factor pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease 5,574 5,574 Loans payable to officers, noninterest bearing, due on demand 8,475 - Total 896,584 888,109 Current portion of debt (896,584 ) (764,359 ) Long-term portion of debt $ - $ 123,750 (1) The Company disputes these liabilities based on Seller’s misrepresentations in connection with the sale of CARE and CFSI to Deep Green effective October 1, 2017. The Company has not made any of the payments required under these notes. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE F – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable consist of: December 31, December 31, Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC: Issue date March 12, 2020 – net of unamortized debt discount of $0 and $0 at December 31, 2020 and December 31, 2019, respectively (i) $ - $ - Unsecured Convertible Promissory Note payable to GPL Ventures, LLC: Issue date June 23, 2020 – net of unamortized debt discount of $5,238 and $0 at December 31, 2020 and December 31, 2019, respectively (ii) 10,762 - Total $ 10,762 $ - (i) On March 12, 2020, the Company issued to Armada Investment Fund, LLC (“ARMADA”) a Convertible Promissory Note (the “Note”) in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). The note bore interest at 8% annually (default interest rate of 18%) and was due on January 13, 2021. The Note was convertible, in whole or in part, at any time and from time to time before maturity (January 13, 2021) at the option of the holder at the Variable Conversion Price, which is equal to the lesser of (i) 60% multiplied by the lowest Trading Price during the previous twenty (20) Trading Days before the Issue Date of this Note (representing a discount rate of 40%) or (ii) 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Among other things, the Registration Rights Agreement (“RRA”) provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement (which occurred on July 13, 2020). In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay ARMADA certain payments for such failures. As of December 31, 2020, there was no remaining principal or interest due on the Note. (ii) On June 23, 2020, the Company issued GPL Ventures LLC (“GPL”) a Convertible Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($100,000). The Note is convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. “Trading Price” means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). The Note has a term of one (1) year and bears interest at 10% annually. The Company and GPL also entered into a Registration Rights Agreement (“RRA”) that provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement (which occurred on July 13, 2020). In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. As of December 31, 2020, $16,000 principal plus $2,169 interest were due on the Note. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE G - DERIVATIVE LIABILITY The derivative liability at December 31, 2020 and December 31, 2019 consisted of: December 31, December 31, Convertible Promissory Note payable to GPL Ventures, LLC. Please see NOTE F – CONVERTIBLE NOTES PAYABLE $ 43,444 $ - Total $ 43,444 $ - The above Convertible Promissory Note (the “Notes”) contains a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Note is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion feature as a derivative liability at the issuance date of the Note and charged the applicable amount to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the issuance date of the Note to the measurement date is charged (credited) to other expense (income). The fair value of the derivative liability was measured at the respective issuance date and at December 31, 2020 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Note at December 31, 2020 were (1) stock price of $0.0329 per share, (2) conversion price of $0.00906 per share, (3) term of 174 days, (4) expected volatility of 143% and (5) risk free interest rate of 0.09%. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Capital Stock | NOTE H - CAPITAL STOCK Preferred Stock On July 18, 2010, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Convertible Preferred Stock” (hereinafter “Series A”) with a stated par value of $0.0001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A shall be as hereinafter described. The holders of Series A, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A shares are outstanding. The holders of Series A shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. On June 26, 2017, the Company entered into a conversion agreement with Saint James Capital Management LLC and agreed to convert 2,000,000 shares of the Company’s Series A Preferred Stock held by Saint James into a warrant to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $0.30 per share and a term of three years. On August 23, 2017, the Company’s Board of Directors approved a reduction of the warrant exercise price from $0.30 to $0.20 per share. At December 31, 2020 and December 31, 2019, there are 0 and 0 shares of Series A issued and outstanding, respectively. On January 22, 2020, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Convertible Preferred Stock” (hereinafter “Series B”) with a par value of $0.0001 per share and authorization of 100,000 shares. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B shall be as hereinafter described. The holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares. If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the Corporation’s assets in one transaction or in a series of related transactions (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series B Preferred Stock shall have received the Liquidation Preference (as defined below) with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares. On January 22, 2020, the Company issued 25,000 shares of Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $25,000 of the Company’s deferred compensation liability to Mr. Edmonds. On June 3, 2020, the Company issued 6,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $6,000 loans payable to Mr. Edmonds. At December 31, 2020 and December 31, 2019, there are 31,000 and 0 Series B shares issued and outstanding, respectively. Common Stock Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation. Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after Common Stock Issuances For the fiscal years ended December 31, 2020 and 2019, the Company issued and/or sold the following securities: 2020 On January 24, 2020, the Company issued Lloyd Spencer 840,000 shares of its common stock with an estimated fair value of $33,600 as per the terms of the Employment Agreement entered into between the Company and Mr. Spencer dated December 4, 2019. On July 27, 2020, the Company issued a noteholder 2,000,000 shares of common stock in satisfaction of $20,000 principal. The $52,800 excess of the $72,800 fair value of the 2,000,000 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On August 6, 2020, the Company issued a noteholder 892,592 shares of common stock in satisfaction of $7,000 principal, $726 interest and $1,200 in fees. The $17,852 excess of the $26,778 fair value of the 892,592 shares over the $8,926 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On August 17, 2020, the Company issued a noteholder 4,000,000 shares of common stock in satisfaction of $40,000 principal. The $20,000 excess of the $60,000 fair value of the 4,000,000 shares over the $40,000 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On August 18, 2020, the Company issued a noteholder 262,481 shares of common stock as a partial cashless exercise of a warrant. On September 9, 2020, the Company issued Lloyd Spencer 1,020,000 shares of its common stock with an estimated fair value of $18,768 as per the terms of the Employment Agreement entered into between the Company and Mr. Spencer dated December 4, 2019. On September 23, 2020, the Company issued a noteholder 4,000,000 shares of common stock in satisfaction of $24,000 principal. The $24,000 excess of the $48,000 fair value of the 4,000,000 shares over the $24,000 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On December 29, 2020, the Company issued a noteholder 1,769,447 shares of common stock in satisfaction of $16,000 principal, $494 interest and $1,200 in fees. The $23,357 excess of the $41,051 fair value of the 1,769,447 shares over the $17,694 liability reduction was charged to loss on conversion of debt in the year ended December 31, 2020. On December 30, 2020, the Company issued May Davis Partners Acquisition Company, LLC 10,000,000 shares of its common stock as per the terms of the Services Settlement Agreement entered into between the Company and MD Global Partners, LLC dated November 27, 2020. The $163,000 fair value of the 10,000,000 shares at November 27, 2020 was charged to professional and consulting fees in the year ended December 31, 2020. 2019 None The number of common shares authorized with a par value of $0.0001 per share at December 31, 2020 and 2019 is 250,000,000 and 250,000,000, respectively. At December 31, 2020 and 2019, there are 129,836,060 and 105,051,540 shares of common stock issued and outstanding, respectively. Warrants and options A summary of warrants and options activity follows: Shares Equivalent Options Warrants Total Balance, December 31, 2018 and 2019 - 6,290,431 6,290,431 Warrants (exercisable at $0.04 per share) issued to an investor in connection with the sale of a $23,000 Convertible Promissory Note on March 12, 2020 (i) - 262,500 262,500 Warrants expired on June 20, 2020 (5,000,000 ) (5,000,000 ) Cashless exercise of warrants on August 19, 2020 - (262,500 ) (262,500 ) Warrants expired in October 2020 - (700,000 ) (700,000 ) Warrants expired in November 2020 - (510,431 ) (510,431 ) Balance, December 31, 2020 - 80,000 80,000 (i) On March 12, 2020, the Company issued to Armada Investment Fund, LLC (“ARMADA”) a Convertible Promissory Note (the “Note”) in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). On March 6, 2020, ARMADA entered into an Assignment Agreement (the “Agreement”) with Sylios Corp (“Assignor”). Under the terms of the Agreement, the Assignor sold, assigned, conveyed and transferred its interest in the Securities Purchase Agreement, the Convertible Promissory Note (principal amount of $23,000), the Stock Purchase Warrant Agreement (262,500 shares of common stock) and the Registration Rights Agreement entered into by the Assignor and Company, all dated January 13, 2020. As of December 31, 2020, the Company had 3 warrants issued and outstanding granting the holders the right to purchase up to a total of 80,000 shares of its common stock. The following table summarizes information about warrants outstanding as of December 31, 2020: Number Outstanding At December 31, 2020 Exercise Price Expiration Date 30,000 $ 0.175 February 19, 2021 50,000 $ 0.175 March 16, 2021 80,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE I - INCOME TAXES The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the years ended December 31, 2020 and 2019. The sources of the difference are as follows: Year Ended December 31, 2020 December 31, 2019 Expected tax at 21% $ (153,840 ) $ (19,399 ) Non-deductible stock-based compensation 57,151 - Non-taxable derivative liability income (16,077 ) - Non-deductible loss on conversions of convertible notes payable 28,982 - Non-deductible amortization of debt discounts 24,495 - Increase (decrease) in Valuation allowance 59,289 19,399 Provision for (benefit from) income taxes $ - $ - All tax years remain subject to examination by the Internal Revenue Service. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of December 31, 2020 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2020. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward at December 31, 2020 for the years 2001 to 2017 expires in varying amounts from year 2021 to year 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE J - COMMITMENTS AND CONTINGENCIES Occupancy Corporate office On December 6, 2019, the Company entered into a rental agreement for a facility located at 13110 NE 177th Place, #293, Woodinville, WA 98072. The rental was for a term of one quarter with a quarterly rental rate of $70 and continues on a month-to-month basis. The Company anticipates that it will need to lease additional space upon the completion of an acquisition and as its business plan develops. Employment and Director Agreements On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written Agreement for an initial five-year term, which provides for the following compensation terms for Mr. Bradford. Pursuant to the Agreement, Mr. Bradford will receive a base salary of $108,000 per year, subject to increase of not less than 10% per year. The LLC (i) shall remit payment of Eighty-Four Thousand Dollars ($84,000) of the Base Salary; and (ii) shall defer payment of Twenty-Four Thousand Dollars ($24,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how the Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford is eligible for a cash bonus equal to 1.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. As an inducement to the Executive to enter into this Agreement, the LLC hereby granted the Executive an initial three and one-half percent (3.5%) ownership interest in the LLC. In addition, the executive has the right to purchase equity at the most recently traded rate. In 2016, the executive converted $19,947 of deferred compensation to 4.76% members’ equity. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC hereby grants the Executive an additional one and one half percent (1.5%) ownership interest in the LLC, with 0.375% granted upon the date of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the Company’s after-tax profits exceed $2,000,000, the LLC will pay the Executive a Discretionary Incentive Bonus of no less than one and one-half percent (1.5%) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Bradford’s Agreement. Effective May 1, 2018, Mr. Bradford agreed to forgo payment of his salary until circumstances allow a resumption. On December 3, 2019, Mr. Bradford submitted his resignation as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively immediately. Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr. Bradford agreed that the Company will pay Mr. Bradford $3,500 per month until such time as Company finances improve. On December 31, 2020, the Company extended Mr. Bradford’s employment agreement for an additional two-year period. For the year ended December 31, 2020, a total of $19,250 compensation was paid and accrued to Mr. Bradford and expensed under the above employment agreement. As of December 31, 2020, accrued compensation due Mr. Bradford was $10,500. As of December 31, 2020, the deferred compensation balance due Mr. Bradford is $0. On January 1, 2016, Deep Green Waste & Recycling, LLC (the ‘LLC”) entered into an Employment Agreement (the “Agreement”) with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term, which provides for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds will receive a base salary of $200,000 per year, subject to increase of not less than 10% per year. The Company (i) shall remit payment of One Hundred Sixty Thousand Dollars ($160,000) of the Base Salary; and (ii) shall defer payment of Forty Thousand Dollars ($40,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Edmonds is eligible for a cash bonus equal to 2.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Edmonds and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC hereby grants the Executive an additional two and one-fourth percent (2.25%) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC’s after-tax profits exceed $2,000,000, the LLC will pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent (2.5%) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Edmond’s Agreement. Effective May 1, 2018, Mr. Edmonds agreed to forgo payment of his salary until circumstances allow a resumption. On December 31, 2020, the Company extended Mr. Edmond’s employment agreement for an additional two-year period. As of December 31, 2020, the deferred compensation balance due Mr. Edmonds is $86,307. On December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the “Employment Agreement”) for an initial three-year term, which provides for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement, Mr. Spencer will receive a base salary of $10,000 per month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer shall receive 500,000 restricted shares of the Company’s common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company shall issue to Mr. Spencer restricted shares in the form of stock grants equivalent to 6,120,000 shares of the Corporation’s Common Stock over a 3-year period. Stock Grant shares shall vest 170,000 shares each month after the Stock Grant date, December 4, 2019, over a three-year period, except that all unvested Stock Grant shares shall vest immediately if the Corporation terminates Executive’s employment without Just Cause, or Executive resigns for Good Reason. The number of shares vested shall be adjusted in the event of subsequent stock splits. On January 24, 2020 and September 9, 2020, 840,000 and 1,020,000 shares, respectively, were issued to Mr. Spencer pursuant to the Employment Agreement and expensed in the amounts of $33,600 and $18,768, respectively. As of December 31, 2020, the number of shares vested and due Mr. Spencer was 850,000 shares and has been expensed in the amount of $16,779. For the year ended December 31, 2020, a total of $69,147 stock compensation was expensed under the above employment agreement. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $3,500 per month until such time as Company finances improve. For the year ended December 31, 2020, a total of $19,250 cash compensation was paid and accrued to Mr. Spencer and expensed under the above employment agreement. As of December 31, 2020, the accrued cash compensation due to Mr. Spencer was $10,500. Director Agreements On January 9, 2020, the Company and Lloyd Spencer (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2020, the accrued compensation due Mr. Spencer under this agreement was $20,000. On January 9, 2020, the Company and Bill Edmonds (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2020, the accrued compensation due Mr. Edmonds under this agreement was $20,000. Corporate Finance Engagement On September 24, 2020, the Company executed a letter agreement with Xnergy Financial LLC (“XFLLC”). The letter agreement provides for XFLLC to be the Company’s exclusive investment bank in connection with the Company’s corporate finance needs. The initial term of the agreement was 90 days and continues for successive 30-day periods unless cancelled by either party by written notice to the other party. The agreement provides for the Company to pay XFLLC success fees equal to 6% of the Transaction Value (as defined) from proceeds of financing. The agreement also provides for the Company to pay XFLLC a compliance fee of $25,000 in three monthly installments of $8,333 commencing September 2020. As of December 31, 2020, accrued compliance fees due XFLLC were $16,667. Legal As indicated in NOTE D – ACCOUNTS PAYABLE see NOTE E – DEBT |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE K - GOING CONCERN UNCERTAINITY Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued. In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of December 31, 2020, we had cash of $757, current assets of $757, current liabilities of $4,373,037 and an accumulated deficit of $7,776,354. For the years ended December 31, 2020 and 2019, we used cash from operating activities of $131,453 and $959, respectively. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements. In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through April 2022. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE L – RELATED PARTY TRANSACTIONS During the period January 1, 2018 to August 7, 2018 (the date of Deep Green’s cessation of its waste recycling business), Deep Green used an entity controlled by Deep Green’s then Chief Executive Officer as a subcontractor to service certain customers of Deep Green. Charges to cost of revenues from this related party totaled $29,190 for the year ended December 31, 2018. At December 31, 2020 and 2019, Deep Green had an account payable to this entity of $57,600. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE M - SUBSEQUENT EVENTS Asset Purchase Agreement On February 8, 2021, the Company, through its wholly owned subsidiary DG Research, Inc. (the “Buyer”), entered into an Asset Purchase Agreement (the “Agreement”) with Amwaste, Inc. (the “Seller”). Under the terms of the Agreement, the Buyer has agreed to purchase from the Seller certain assets (the “Assets”) utilized in the Seller’s waste management business located in Glynn County, Georgia. In consideration for the purchase of the Assets, the Buyer shall pay the seller $150,000 and issue the Seller 2,000,000 shares of the Company’s restricted common stock. The Buyer shall remit $50,000 at Closing and shall issue the Seller a Promissory Note (the “Note”) in the amount of $110,000. The Note principal shall be reduced by $10,000 if the Note is paid in full on or before March 8, 2021. The Note is secured by the Assets purchased through the Agreement. The transaction closed on February 11, 2021. At Closing, the Buyer remitted the $50,000 payment. On February 16, 2021, the Company issued the Seller the 2,000,000 shares of restricted common stock. Issuance of Convertible Notes On February 5, 2021, the Company issued GPL Ventures, LLC (“GPL”) a Convertible Promissory Note (the “Note”) in the amount of Seventy-Five Thousand and NO/100 Dollars ($75,000). The Note is convertible, in whole or in part, at any time and from time to time before maturity (February 5, 2022) at the option of the holder at the Conversion Price that shall equal the lesser of: a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. “Trading Price” means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). The Note has a term of one (1) year and bears interest at 10% annually. The Company and GPL also entered into a Registration Rights Agreement (“RRA”) that provided for the Company to file a Registration Statement with the SEC covering the resale of up to 10,000,000 shares underlying the Note and to have filed such Registration Statement within 30 days of the RRA. In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. The transaction closed on February 10, 2021. On February 5, 2021, the Company issued Quick Capital, LLC (“Quick”) a Convertible Promissory Note (the “Note”) in the amount of Twenty-Five Thousand and NO/100 Dollars ($25,000). The Note is convertible, in whole or in part, at any time and from time to time before maturity (February 5, 2022) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. “Trading Price” means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). The Note has a term of one (1) year and bears interest at 10% annually. The Company and Quick also entered into a Registration Rights Agreement (“RRA”) that provided for the Company to file a Registration Statement with the SEC covering the resale of up to 10,000,000 shares underlying the Note and to have filed such Registration Statement within 30 days of the RRA. In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay Quick certain payments for such failures. The transaction closed on February 12, 2021. On March 2, 2021, the Company issued GPL Ventures, LLC (“GPL”) a Convertible Promissory Note (the “Note”) in the amount of Fifty Thousand and NO/100 Dollars ($50,000). The Note is convertible, in whole or in part, at any time and from time to time before maturity (March 2, 2022) at the option of the holder at the Conversion Price that shall equal the lesser of: a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. “Trading Price” means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). The Note has a term of one (1) year and bears interest at 10% annually. The Company and GPL also entered into a Registration Rights Agreement (“RRA”) that provided for the Company to file a Registration Statement with the SEC covering the resale of up to 10,000,000 shares underlying the Note and to have filed such Registration Statement within 30 days of the RRA. In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. The transaction closed on March 9, 2021. Issuance of Common Stock On February 17, 2021, the Company issued Lloyd Spencer (Company CEO) 1,616,379 restricted shares of its common stock (850,000 shares vested from August 2020 to December 2020 pursuant to the Employment Agreement dated December 4, 2019 and 766,379 shares vested in 2020 pursuant to the Board of Directors Services Agreement dated January 9, 2020). Please see NOTE J - COMMITMENTS AND CONTINGENCIES On February 17, 2021, the Company issued Bill Edmonds (Company CFO) 766,379 restricted shares of its common stock which vested in 2020 pursuant to the Board of Directors Services Agreement dated January 9, 2020. Please see NOTE J - COMMITMENTS AND CONTINGENCIES Consulting Agreement On February 12, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”) for preparation of the Company’s financial reports. Under the terms of the Agreement, the Consultant is to assist the Company in the preparation of its Annual Report on Form 10-K and its Registration Statement on Form S-1. The Agreement shall have a term of three (3) months or until the Company’s Registration Statement on Form S-1 is filed with the Securities and Exchange Commission. As compensation, the Consultant, or its designee, shall receive 750,000 shares of common stock. On March 19, 2021, the Company issued 750,000 restricted shares of its common stock to a consultant for services rendered. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DGWR, LLC and DG Research, Inc |
Cash Equivalents | Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. |
Income Taxes | Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2020, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value 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. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE G For nonrecurring fair value measurements of issuances of common stock for services (see NOTE H |
Derivative Liabilities | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through December 31, 2020, the Company has not experienced impairment losses on its long-lived assets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of income. The estimated lives used to determine depreciation and amortization are: Software 2-3 Years Office Equipment 3-7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease |
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services | Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. |
Stock-Based Compensation | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. |
Related Parties | Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. |
Revenue Recognition | Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. |
Advertising Costs | Advertising Costs Advertising costs, which were not significant for the periods presented, are expensed as incurred. |
Loss Per Share | Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the years ended December 31, 2020 and 2019, we have excluded the shares issuable from the convertible notes payable (see NOTE F NOTE H |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE H - CAPITAL STOCK |
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 and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable and debt. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated lives used to determine depreciation and amortization are: Software 2-3 Years Office Equipment 3-7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consist of the following at: December 31, 2020 December 31, 2019 Software 99,025 99,025 Office equipment 60,974 60,974 Furniture and Fixtures 948 948 Waste and Recycling Equipment 18,800 18,800 Leasehold Improvements - 2,100 Total 179,747 181,847 Accumulated depreciation and amortization (169,949 ) (161,058 ) Net $ 9,798 $ 20,789 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable | Accounts payable consist of the following at: December 31, 2020 December 31, 2019 August 1, 2018 Default Judgment payable to Ohio vendor $ 32,832 $ 32,832 January 14, 2019 Default Judgment payable to Tennessee customer 423,152 423,152 January 24, 2019 Default judgment payable to Florida vendor 31,631 31,631 Other vendors of materials and services 2,241,043 2,211,707 Credit card obligations 220,306 220,306 Total $ 2,948,964 $ 2,919,628 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following at: December 31, 2020 December 31, 2019 Note payable to Seller of CARE dated October 20, 2017, interest at 7% per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021, in technical default (1) $ 315,810 $ 315,810 Note payable to Seller of CFSI dated October 20, 2017, interest at 7% per annum, payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021, in technical default (1) 179,190 179,190 Claimed amount due to Factor pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease 5,574 5,574 Loans payable to officers, noninterest bearing, due on demand 8,475 - Total 896,584 888,109 Current portion of debt (896,584 ) (764,359 ) Long-term portion of debt $ - $ 123,750 (1) The Company disputes these liabilities based on Seller’s misrepresentations in connection with the sale of CARE and CFSI to Deep Green effective October 1, 2017. The Company has not made any of the payments required under these notes. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note Payable | Convertible Notes Payable consist of: December 31, December 31, Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC: Issue date March 12, 2020 – net of unamortized debt discount of $0 and $0 at December 31, 2020 and December 31, 2019, respectively (i) $ - $ - Unsecured Convertible Promissory Note payable to GPL Ventures, LLC: Issue date June 23, 2020 – net of unamortized debt discount of $5,238 and $0 at December 31, 2020 and December 31, 2019, respectively (ii) 10,762 - Total $ 10,762 $ - (i) On March 12, 2020, the Company issued to Armada Investment Fund, LLC (“ARMADA”) a Convertible Promissory Note (the “Note”) in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). The note bore interest at 8% annually (default interest rate of 18%) and was due on January 13, 2021. The Note was convertible, in whole or in part, at any time and from time to time before maturity (January 13, 2021) at the option of the holder at the Variable Conversion Price, which is equal to the lesser of (i) 60% multiplied by the lowest Trading Price during the previous twenty (20) Trading Days before the Issue Date of this Note (representing a discount rate of 40%) or (ii) 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Among other things, the Registration Rights Agreement (“RRA”) provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement (which occurred on July 13, 2020). In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay ARMADA certain payments for such failures. As of December 31, 2020, there was no remaining principal or interest due on the Note. (ii) On June 23, 2020, the Company issued GPL Ventures LLC (“GPL”) a Convertible Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($100,000). The Note is convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. “Trading Price” means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). The Note has a term of one (1) year and bears interest at 10% annually. The Company and GPL also entered into a Registration Rights Agreement (“RRA”) that provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement (which occurred on July 13, 2020). In the event that the Company doesn’t maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. As of December 31, 2020, $16,000 principal plus $2,169 interest were due on the Note. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The derivative liability at December 31, 2020 and December 31, 2019 consisted of: December 31, December 31, Convertible Promissory Note payable to GPL Ventures, LLC. Please see NOTE F – CONVERTIBLE NOTES PAYABLE $ 43,444 $ - Total $ 43,444 $ - |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrants and Options Activity | A summary of warrants and options activity follows: Shares Equivalent Options Warrants Total Balance, December 31, 2018 and 2019 - 6,290,431 6,290,431 Warrants (exercisable at $0.04 per share) issued to an investor in connection with the sale of a $23,000 Convertible Promissory Note on March 12, 2020 (i) - 262,500 262,500 Warrants expired on June 20, 2020 (5,000,000 ) (5,000,000 ) Cashless exercise of warrants on August 19, 2020 - (262,500 ) (262,500 ) Warrants expired in October 2020 - (700,000 ) (700,000 ) Warrants expired in November 2020 - (510,431 ) (510,431 ) Balance, December 31, 2020 - 80,000 80,000 (i) On March 12, 2020, the Company issued to Armada Investment Fund, LLC (“ARMADA”) a Convertible Promissory Note (the “Note”) in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). On March 6, 2020, ARMADA entered into an Assignment Agreement (the “Agreement”) with Sylios Corp (“Assignor”). Under the terms of the Agreement, the Assignor sold, assigned, conveyed and transferred its interest in the Securities Purchase Agreement, the Convertible Promissory Note (principal amount of $23,000), the Stock Purchase Warrant Agreement (262,500 shares of common stock) and the Registration Rights Agreement entered into by the Assignor and Company, all dated January 13, 2020. |
Summary of Warrants Outstanding | The following table summarizes information about warrants outstanding as of December 31, 2020: Number Outstanding At December 31, 2020 Exercise Price Expiration Date 30,000 $ 0.175 February 19, 2021 50,000 $ 0.175 March 16, 2021 80,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for (Benefit from) Income Taxes | The sources of the difference are as follows: Year Ended December 31, 2020 December 31, 2019 Expected tax at 21% $ (153,840 ) $ (19,399 ) Non-deductible stock-based compensation 57,151 - Non-taxable derivative liability income (16,077 ) - Non-deductible loss on conversions of convertible notes payable 28,982 - Non-deductible amortization of debt discounts 24,495 - Increase (decrease) in Valuation allowance 59,289 19,399 Provision for (benefit from) income taxes $ - $ - |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Dec. 30, 2020 | Dec. 29, 2020 | Sep. 23, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Oct. 02, 2017 | Sep. 27, 2017 | Aug. 24, 2017 | Aug. 07, 2018 |
Number of common stock issued | $ 163,000 | $ 41,051 | $ 48,000 | $ 60,000 | $ 26,778 | $ 72,800 | ||||
CARE [Member] | ||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||
Number of common stock issued | $ 902,700 | |||||||||
Cash | 586,890 | |||||||||
CARE [Member] | Promissory Note [Member] | ||||||||||
Debt | $ 315,810 | |||||||||
CFSI [Member] | ||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||
Number of common stock issued | $ 597,300 | |||||||||
Cash | 418,110 | |||||||||
CFSI [Member] | Promissory Note [Member] | ||||||||||
Debt | $ 179,190 | |||||||||
Georgia Limited Liability Company [Member] | ||||||||||
Reverse stock split description | Reverse stock split of 1 share for 1000 shares | |||||||||
Number of shares acquired for exchange | 85,000,000 | |||||||||
Agreement [Member] | St. James Capital Management, LLC. [Member] | ||||||||||
Cancellation of shares | 3,000,000 | |||||||||
Reverse stock split description | Reverse stock split of 1 share for 1000 shares | |||||||||
Agreement [Member] | Mirabile Corporate Holdings, Inc. [Member] | Chief Executive Officer [Member] | ||||||||||
Equity ownership interest percentage | 750.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Software [Member] | Minimum [Member] | |
Estimated Useful Lives of Property and Equipment | P2Y |
Software [Member] | Maximum [Member] | |
Estimated Useful Lives of Property and Equipment | P3Y |
Office Equipment [Member] | Minimum [Member] | |
Estimated Useful Lives of Property and Equipment | P3Y |
Office Equipment [Member] | Maximum [Member] | |
Estimated Useful Lives of Property and Equipment | P7Y |
Furniture and Fixtures [Member] | |
Estimated Useful Lives of Property and Equipment | P8Y |
Waste and Recycling Equipment [Member] | |
Estimated Useful Lives of Property and Equipment | P5Y |
Leasehold Improvements [Member] | |
Estimated Useful Lives of Property and Equipment description | Varies by Lease |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 179,747 | $ 181,847 |
Accumulated depreciation and amortization | (169,949) | (161,058) |
Net | 9,798 | 20,789 |
Software [Member] | ||
Total | 99,025 | 99,025 |
Office Equipment [Member] | ||
Total | 60,974 | 60,974 |
Furniture and Fixtures [Member] | ||
Total | 948 | 948 |
Waste and Recycling Equipment [Member] | ||
Total | 18,800 | 18,800 |
Leasehold Improvements [Member] | ||
Total | $ 2,100 |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 2,948,964 | $ 2,919,628 |
August 1, 2018 Default Judgment Payable to Ohio Vendor [Member] | ||
Total | 32,832 | 32,832 |
January 14, 2019 Default Judgment Payable to Tennessee Customer [Member] | ||
Total | 423,152 | 423,152 |
January 24, 2019 Default Judgment Payable to Florida Vendor [Member] | ||
Total | 31,631 | 31,631 |
Other vendors of Materials and Services [Member] | ||
Total | 2,241,043 | 2,211,707 |
Credit Card Obligations [Member] | ||
Total | $ 220,306 | $ 220,306 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Total | $ 896,584 | $ 888,109 | |
Current portion of debt | (896,584) | (764,359) | |
Long-term portion of debt | 123,750 | ||
Short-Term Capital Lease [Member] | |||
Total | 5,574 | 5,574 | |
Loans Payable [Member] | |||
Total | 8,475 | ||
Factor [Member] | |||
Total | 387,535 | 387,535 | |
CARE [Member] | |||
Total | [1] | 315,810 | 315,810 |
CFSI [Member] | |||
Total | [1] | $ 179,190 | $ 179,190 |
[1] | The Company disputes these liabilities based on Seller's misrepresentations in connection with the sale of CARE and CFSI to Deep Green effective October 1, 2017. The Company has not made any of the payments required under these notes. |
Debt - Schedule of Debt (Deta_2
Debt - Schedule of Debt (Details) (Parenthetical) | Oct. 20, 2017 |
CARE [Member] | |
Debt instrument, interest rate | 7.00% |
Debt instrument, description | Payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 |
CFSI [Member] | |
Debt instrument, interest rate | 7.00% |
Debt instrument, description | Payable in 16 quarterly installments of principal and interest commencing on January 1, 2018 and ending October 1, 2021 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Note Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Total | $ 10,762 | ||
Unsecured Convertible Promissory Note [Member] | Armada Investment Fund, LLC [Member] | |||
Total | [1] | ||
Unsecured Convertible Promissory Note One [Member] | GPL Ventures LLC [Member] | |||
Total | [2] | $ 10,762 | |
[1] | On March 12, 2020, the Company issued to Armada Investment Fund, LLC ("ARMADA") a Convertible Promissory Note (the "Note") in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). The note bore interest at 8% annually (default interest rate of 18%) and was due on January 13, 2021. The Note was convertible, in whole or in part, at any time and from time to time before maturity (January 13, 2021) at the option of the holder at the Variable Conversion Price, which is equal to the lesser of (i) 60% multiplied by the lowest Trading Price during the previous twenty (20) Trading Days before the Issue Date of this Note (representing a discount rate of 40%) or (ii) 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). "Market Price" means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Among other things, the Registration Rights Agreement ("RRA") provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement (which occurred on July 13, 2020). In the event that the Company doesn't maintain the registration requirements provided for in the RRA, the Company is obligated to pay ARMADA certain payments for such failures. As of December 31, 2020, there was no remaining principal or interest due on the Note. | ||
[2] | On June 23, 2020, the Company issued GPL Ventures LLC ("GPL") a Convertible Promissory Note (the "Note") in the amount of One Hundred Thousand and NO/100 Dollars ($100,000). The Note is convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by the Conversion Price. "Trading Price" means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. The "Valuation Period" shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder's brokerage account, as reported by Holder ("Valuation Start Date"). The Note has a term of one (1) year and bears interest at 10% annually. The Company and GPL also entered into a Registration Rights Agreement ("RRA") that provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement (which occurred on July 13, 2020). In the event that the Company doesen't maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. As of December 31, 2020, $16,000 principal plus $2,169 interest were due on the Note. |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Note Payable (Details) (Parenthetical) | Dec. 31, 2020USD ($)$ / shares | Jun. 23, 2020USD ($)d / TradingDays$ / shares | Mar. 12, 2020USD ($)d / TradingDays | Dec. 29, 2020USD ($) | Sep. 23, 2020USD ($) | Aug. 17, 2020USD ($) | Aug. 06, 2020USD ($) | Jul. 27, 2020USD ($) | Dec. 31, 2019USD ($) |
Principal amount | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | ||||
Conversion price | $ / shares | $ 0.00906 | ||||||||
Armada Investment Fund, LLC [Member] | |||||||||
Convertible promissory note | $ 23,000 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, default interest rate | 18.00% | ||||||||
Debt instrument, maturity date | Jan. 13, 2021 | ||||||||
Debt instrument, description | The Note is convertible, in whole or in part, at any time and from time to time before maturity (January 13, 2021) at the option of the holder at the Variable Conversion Price, which is equal to the lesser of (i) 60% multiplied by the lowest Trading Price during the previous twenty (20) Trading Days before the Issue Date of this Note (representing a discount rate of 40%) or (ii) 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). "Market Price" means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | ||||||||
Trading percentage | 60.00% | ||||||||
Trading days | d / TradingDays | 20 | ||||||||
GPL Ventures LLC [Member] | |||||||||
Convertible promissory note | $ 100,000 | ||||||||
Debt instrument, default interest rate | 10.00% | ||||||||
Debt instrument, maturity date | Jun. 23, 2021 | ||||||||
Debt instrument, description | The Note is convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. | ||||||||
Trading percentage | 60.00% | ||||||||
Trading days | d / TradingDays | 20 | ||||||||
Principal amount | $ 16,000 | ||||||||
Interest expense debt | 2,169 | ||||||||
Conversion price | $ / shares | $ 0.01 | ||||||||
Debt term | 1 year | ||||||||
Unsecured Convertible Promissory Note [Member] | Armada Investment Fund, LLC [Member] | |||||||||
Net of unamortized debt discount | 0 | $ 0 | |||||||
Unsecured Convertible Promissory Note One [Member] | GPL Ventures LLC [Member] | |||||||||
Net of unamortized debt discount | $ 5,238 | $ 0 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Stock price | $ 0.0329 |
Conversion price | $ 0.00906 |
Derivative liability, measurement input term | 174 days |
Expected Volatility [Member] | |
Derivative liability, measurement input | 143 |
Risk Free Interest Rate [Member] | |
Derivative liability, measurement input | 0.09 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 43,444 | |
Convertible Promissory Note Payable One [Member] | GPL Ventures LLC [Member] | ||
Total | $ 43,444 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Dec. 30, 2020 | Dec. 29, 2020 | Sep. 23, 2020 | Sep. 09, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Jan. 24, 2020 | Jan. 22, 2020 | Jun. 26, 2017 | Jul. 18, 2010 | Dec. 31, 2020 | Jun. 03, 2020 | Mar. 12, 2020 | Dec. 31, 2019 | Aug. 23, 2017 |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Warrant exercise price per share | $ 0.04 | ||||||||||||||||
Preferred stock shares authorized | 2,000,000 | 2,000,000 | |||||||||||||||
Share price | $ 0.0329 | ||||||||||||||||
Deferred compensation liability | $ 86,307 | $ 105,325 | |||||||||||||||
Common stock shares issued | 129,836,060 | 105,051,540 | |||||||||||||||
Common stock shares outstanding | 129,836,060 | 105,051,540 | |||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||||||
Number of common stock shares issued | 10,000,000 | 1,769,447 | 4,000,000 | 262,418 | 4,000,000 | 892,592 | 2,000,000 | ||||||||||
Fair value of common stock shares issued | $ 163,000 | $ 41,051 | $ 48,000 | $ 60,000 | $ 26,778 | $ 72,800 | |||||||||||
Principal amount | 16,000 | 24,000 | 40,000 | 7,000 | 20,000 | ||||||||||||
Loss on conversion of debt | 23,357 | 24,000 | 20,000 | 17,852 | 52,800 | ||||||||||||
Debt interest | 494 | ||||||||||||||||
Liability reduction | 17,694 | $ 24,000 | $ 40,000 | 8,926 | $ 20,000 | ||||||||||||
Debt costs | $ 1,200 | $ 1,200 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Common stock voting rights description | Holders of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. | ||||||||||||||||
3 Warrants [Member] | |||||||||||||||||
Warrants to purchase shares of common stock | 80,000 | ||||||||||||||||
Conversion Agreement [Member] | Board of Directors [Member] | Minimum [Member] | |||||||||||||||||
Warrant exercise price per share | $ 0.30 | ||||||||||||||||
Conversion Agreement [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||||
Warrant exercise price per share | $ 0.20 | ||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | |||||||||||||||||
Number of shares converted | 2,000,000 | ||||||||||||||||
Employment Agreement [Member] | Lloyd Spencer [Member] | |||||||||||||||||
Number of common stock shares issued | 1,020,000 | 840,000 | |||||||||||||||
Fair value of common stock shares issued | $ 18,768 | $ 33,600 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Preferred stock par value | $ 0.0001 | ||||||||||||||||
Preferred stock voting rights description | The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock shares issued | 0 | 0 | |||||||||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||||||||
Series A Preferred Stock [Member] | Conversion Agreement [Member] | Saint James [Member] | |||||||||||||||||
Warrants to purchase shares of common stock | 5,000,000 | ||||||||||||||||
Warrant exercise price per share | $ 0.30 | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Preferred stock par value | $ 0.0001 | ||||||||||||||||
Preferred stock voting rights description | The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares. | ||||||||||||||||
Preferred stock shares issued | 31,000 | 0 | |||||||||||||||
Preferred stock shares outstanding | 31,000 | 0 | |||||||||||||||
Preferred stock shares authorized | 100,000 | ||||||||||||||||
Share price | $ 1 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | Bill Edmonds [Member] | |||||||||||||||||
Preferred stock shares issued | 25,000 | 6,000 | |||||||||||||||
Deferred compensation liability | $ 25,000 | $ 6,000 | |||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Preferred stock shares issued | 31,000 | 0 | |||||||||||||||
Preferred stock shares outstanding | 31,000 | 0 |
Capital Stock - Summary of Warr
Capital Stock - Summary of Warrants and Options Activity (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Oct. 31, 2020 | Dec. 31, 2020 | ||
Equity [Abstract] | ||||
Number of Options, beginning balance | ||||
Number of Options granted | [1] | |||
Number of Options expired | ||||
Number of Options, cashless exercise of warrants on August 19, 2020 | ||||
Number of Options, ending balance | ||||
Number of Warrants, beginning balance | 6,290,431 | |||
Number of Warrants, granted | [1] | 262,500 | ||
Number of Warrants, expired | (510,431) | (700,000) | (5,000,000) | |
Number of Warrants, cashless exercise of warrants on August 19, 2020 | (262,500) | |||
Number of Warrants, ending balance | 80,000 | |||
Number of Options and Warrants, beginning balance | 6,290,431 | |||
Number of Options and Warrants granted | [1] | (262,500) | ||
Number of Options and Warrants expired | (510,431) | (700,000) | (5,000,000) | |
Number of Options and Warrants, cashless exercise of warrants on August 19, 2020 | (262,500) | |||
Number of Options and Warrants, ending balance | 80,000 | |||
[1] | On March 12, 2020, the Company issued to Armada Investment Fund, LLC ("ARMADA") a Convertible Promissory Note (the "Note") in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). On March 6, 2020, ARMADA entered into an Assignment Agreement (the "Agreement") with Sylios Corp ("Assignor"). Under the terms of the Agreement, the Assignor sold, assigned, conveyed and transferred its interest in the Securities Purchase Agreement, the Convertible Promissory Note (principal amount of $23,000), the Stock Purchase Warrant Agreement (262,500 shares of common stock) and the Registration Rights Agreement entered into by the Assignor and Company, all dated January 13, 2020. |
Capital Stock - Summary of Wa_2
Capital Stock - Summary of Warrants and Options Activity (Details) (Parenthetical) - USD ($) | Dec. 30, 2020 | Dec. 29, 2020 | Sep. 23, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Mar. 06, 2020 | Mar. 12, 2020 |
Debt principal amount | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | ||||
Number of common stock shares issued | 10,000,000 | 1,769,447 | 4,000,000 | 262,418 | 4,000,000 | 892,592 | 2,000,000 | ||
Warrants exercisable price | $ 0.04 | ||||||||
Stock Purchase Warrant Agreement [Member] | |||||||||
Number of common stock shares issued | 262,500 | ||||||||
Sylios Corp [Member] | Assignment Agreement [Member] | |||||||||
Debt principal amount | $ 23,000 |
Capital Stock - Summary of Wa_3
Capital Stock - Summary of Warrants Outstanding (Details) - $ / shares | Dec. 31, 2020 | Mar. 12, 2020 |
Number of Warrants Outstanding | 80,000 | |
Warrants Exercise Price | $ 0.04 | |
Warrant One [Member] | ||
Number of Warrants Outstanding | 30,000 | |
Warrants Exercise Price | $ 0.175 | |
Warrants Expiration Date | Feb. 19, 2021 | |
Warrant Two [Member] | ||
Number of Warrants Outstanding | 50,000 | |
Warrants Exercise Price | $ 0.175 | |
Warrants Expiration Date | Mar. 16, 2021 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Valuation allowance percentage against deferred tax assets | 100.00% | 100.00% |
Income tax expiration description | The net operating loss carryforward at December 31, 2020 for the years 2001 to 2017 expires in varying amounts from year 2021 to year 2037. |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for (Benefit from) Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 21% | $ (153,840) | $ (19,399) |
Non-deductible stock-based compensation | 57,151 | |
Non-taxable derivative liability income | (16,077) | |
Non-deductible loss on conversions of convertible notes payable | 28,982 | |
Non-deductible amortization of debt discounts | ||
Increase (decrease) in Valuation allowance | 59,289 | 19,399 |
Provision for (benefit from) income taxes |
Income Taxes - Schedule of Pr_2
Income Taxes - Schedule of Provision for (Benefit from) Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 29, 2020 | Sep. 24, 2020 | Sep. 23, 2020 | Sep. 09, 2020 | Aug. 18, 2020 | Aug. 17, 2020 | Aug. 06, 2020 | Jul. 27, 2020 | Jan. 24, 2020 | Jan. 09, 2020 | Dec. 06, 2019 | Dec. 04, 2019 | Jul. 17, 2017 | Jan. 02, 2016 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | |
Base salary | $ 149,619 | |||||||||||||||||||||
Deferred compensation | $ 86,307 | $ 86,307 | $ 86,307 | 105,325 | ||||||||||||||||||
Share-based compensation, grants in period | [1] | |||||||||||||||||||||
Stock issued during period, shares | 10,000,000 | 1,769,447 | 4,000,000 | 262,418 | 4,000,000 | 892,592 | 2,000,000 | |||||||||||||||
Stock issued during period | $ 163,000 | $ 41,051 | $ 48,000 | $ 60,000 | $ 26,778 | $ 72,800 | ||||||||||||||||
Compensation expense | $ 272,147 | |||||||||||||||||||||
Share price | $ 0.0329 | $ 0.0329 | $ 0.0329 | |||||||||||||||||||
Accounts payable | $ 2,948,964 | $ 2,948,964 | $ 2,948,964 | $ 2,919,628 | ||||||||||||||||||
Two Notes Payable [Member] | ||||||||||||||||||||||
Notes payable | 495,000 | 495,000 | 495,000 | |||||||||||||||||||
Amount claimed | 387,535 | 387,535 | 387,535 | |||||||||||||||||||
One Customer and Two Vendors [Member] | ||||||||||||||||||||||
Accounts payable | 487,615 | 487,615 | 487,615 | |||||||||||||||||||
Other Vendors and Credit Card Companies [Member] | ||||||||||||||||||||||
Accounts payable | 2,461,349 | 2,461,349 | 2,461,349 | |||||||||||||||||||
Rental Agreement [Member] | ||||||||||||||||||||||
Rental rate | $ 70 | |||||||||||||||||||||
Employment and Director Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | ||||||||||||||||||||||
Agreement term | 5 years | |||||||||||||||||||||
Base salary | $ 108,000 | $ 3,500 | ||||||||||||||||||||
Base salary increase percentage | 10.00% | |||||||||||||||||||||
Deferred base salary percentage | 7.00% | |||||||||||||||||||||
Cash bonus percentage | 1.50% | |||||||||||||||||||||
Adjusted EBITDA | $ 2,000,000 | |||||||||||||||||||||
Ownership interest | 3.50% | 4.76% | ||||||||||||||||||||
Deferred compensation equity | $ 19,947 | |||||||||||||||||||||
Accrued compensation | 10,500 | $ 19,250 | 10,500 | 10,500 | ||||||||||||||||||
Deferred compensation | $ 0 | 0 | 0 | |||||||||||||||||||
Employment and Director Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Remit Payment [Member] | ||||||||||||||||||||||
Base salary | $ 84,000 | |||||||||||||||||||||
Employment and Director Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Defer Payment [Member] | ||||||||||||||||||||||
Base salary | $ 24,000 | |||||||||||||||||||||
Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Incentive Stock Plan [Member] | ||||||||||||||||||||||
Ownership interest | 1.50% | |||||||||||||||||||||
Ownership interest agreement description | Upon initiation of its Incentive Stock Plan, the LLC hereby grants the Executive an additional one and one half percent (1.5%) ownership interest in the LLC, with 0.375% granted upon the date of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years | |||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | |||||||||||||||||||||
Incentive bonus percentage | 1.50% | |||||||||||||||||||||
Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Incentive Stock Plan [Member] | ||||||||||||||||||||||
Ownership interest | 2.25% | |||||||||||||||||||||
Ownership interest agreement description | Upon initiation of its Incentive Stock Plan, the LLC hereby grants the Executive an additional two and one-fourth percent (2.25%) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, | |||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | |||||||||||||||||||||
Incentive bonus percentage | 2.50% | |||||||||||||||||||||
Employment Agreement [Member] | Mr. Spencer[Member] | ||||||||||||||||||||||
Shares vested | 850,000 | |||||||||||||||||||||
Compensation expense | $ 16,779 | 69,147 | ||||||||||||||||||||
Employment Agreement [Member] | Lloyd Spencer [Member] | ||||||||||||||||||||||
Stock issued during period, shares | 1,020,000 | 840,000 | ||||||||||||||||||||
Stock issued during period | $ 18,768 | $ 33,600 | ||||||||||||||||||||
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | ||||||||||||||||||||||
Agreement term | 5 years | |||||||||||||||||||||
Base salary | $ 200,000 | |||||||||||||||||||||
Base salary increase percentage | 10.00% | |||||||||||||||||||||
Deferred base salary percentage | 7.00% | |||||||||||||||||||||
Cash bonus percentage | 2.50% | |||||||||||||||||||||
Adjusted EBITDA | $ 2,000,000 | |||||||||||||||||||||
Deferred compensation | 86,307 | 86,307 | 86,307 | |||||||||||||||||||
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Remit Payment [Member] | ||||||||||||||||||||||
Base salary | 160,000 | |||||||||||||||||||||
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Defer Payment [Member] | ||||||||||||||||||||||
Base salary | $ 40,000 | |||||||||||||||||||||
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Spencer[Member] | ||||||||||||||||||||||
Accrued compensation | 19,250 | 19,250 | 19,250 | |||||||||||||||||||
Compensation obligation | 3,500 | |||||||||||||||||||||
Stock issued during period, shares | 1,020,000 | 840,000 | ||||||||||||||||||||
Stock issued during period | $ 18,768 | $ 33,600 | ||||||||||||||||||||
Compensation expense | 10,500 | |||||||||||||||||||||
Written Employment Agreement [Member] | Mr. Spencer[Member] | ||||||||||||||||||||||
Share-based compensation, grants in period | 170,000 | |||||||||||||||||||||
Share-based compensation, vesting period | 3 years | |||||||||||||||||||||
Written Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Spencer[Member] | ||||||||||||||||||||||
Base salary | $ 10,000 | |||||||||||||||||||||
Stock issued during period, shares, restricted stock | 500,000 | |||||||||||||||||||||
Share-based compensation, grants in period | 6,120,000 | |||||||||||||||||||||
Share-based compensation, vesting period | 3 years | |||||||||||||||||||||
Board of Directors Services Agreement [Member] | Mr. Edmonds [Member] | ||||||||||||||||||||||
Accrued compensation | 20,000 | 20,000 | 20,000 | |||||||||||||||||||
Board of Directors Services Agreement [Member] | Mr. Spencer[Member] | ||||||||||||||||||||||
Accrued compensation | $ 20,000 | $ 20,000 | 20,000 | |||||||||||||||||||
Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Lloyd Spencer [Member] | ||||||||||||||||||||||
Base salary | $ 5,000 | |||||||||||||||||||||
Share price | $ 5,000 | |||||||||||||||||||||
Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Bill Edmonds [Member] | ||||||||||||||||||||||
Base salary | $ 5,000 | |||||||||||||||||||||
Share price | $ 5,000 | |||||||||||||||||||||
Letter Agreement [Member] | Xnergy Financial LLC [Member] | ||||||||||||||||||||||
Success fees percentage | 6.00% | |||||||||||||||||||||
Compliance fee | $ 25,000 | $ 16,667 | ||||||||||||||||||||
Letter Agreement [Member] | Xnergy Financial LLC [Member] | Three Monthly Installments [Member] | ||||||||||||||||||||||
Compliance fee | $ 8,333 | |||||||||||||||||||||
[1] | On March 12, 2020, the Company issued to Armada Investment Fund, LLC ("ARMADA") a Convertible Promissory Note (the "Note") in the amount of Twenty-Three Thousand and NO/100 Dollars ($23,000). On March 6, 2020, ARMADA entered into an Assignment Agreement (the "Agreement") with Sylios Corp ("Assignor"). Under the terms of the Agreement, the Assignor sold, assigned, conveyed and transferred its interest in the Securities Purchase Agreement, the Convertible Promissory Note (principal amount of $23,000), the Stock Purchase Warrant Agreement (262,500 shares of common stock) and the Registration Rights Agreement entered into by the Assignor and Company, all dated January 13, 2020. |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 757 | $ 735 |
Current assets | 757 | 3,410 |
Current liabilities | 4,373,037 | 4,025,359 |
Accumulated deficit | (7,776,354) | (7,043,784) |
Cash from operating activities | $ (131,453) | $ (959) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |||
Revenues from related party | $ 29,190 | ||
Account payable | $ 57,600 | $ 57,600 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 19, 2021shares | Mar. 02, 2021USD ($)d / TradingDays$ / shares | Feb. 17, 2021shares | Feb. 16, 2021shares | Feb. 12, 2021 | Feb. 11, 2021USD ($) | Feb. 08, 2021USD ($)shares | Feb. 05, 2021USD ($)d / TradingDays$ / shares | Jun. 23, 2020USD ($)d / TradingDays$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 29, 2020USD ($) | Sep. 23, 2020USD ($) | Aug. 17, 2020USD ($) | Aug. 06, 2020USD ($) | Jul. 27, 2020USD ($) |
Promissory note | $ 16,000 | $ 24,000 | $ 40,000 | $ 7,000 | $ 20,000 | |||||||||||
Conversion price | $ / shares | $ 0.00906 | $ 0.00906 | ||||||||||||||
GPL Ventures LLC [Member] | ||||||||||||||||
Debt instrument, description | The Note is convertible, in whole or in part, at any time and from time to time before maturity (June 23, 2021) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. | |||||||||||||||
Promissory note | $ 16,000 | $ 16,000 | ||||||||||||||
Convertible promissory note | $ 100,000 | |||||||||||||||
Debt instrument, maturity date | Jun. 23, 2021 | |||||||||||||||
Trading percentage | 60.00% | |||||||||||||||
Conversion price | $ / shares | $ 0.01 | |||||||||||||||
Trading days | d / TradingDays | 20 | |||||||||||||||
Debt term | 1 year | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Shares vested | shares | 766,379 | |||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Shares vested | shares | 850,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | GPL Ventures LLC [Member] | ||||||||||||||||
Debt instrument, description | The Note is convertible, in whole or in part, at any time and from time to time before maturity (March 2, 2022) at the option of the holder at the Conversion Price that shall equal the lesser of: a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. | The Note is convertible, in whole or in part, at any time and from time to time before maturity (February 5, 2022) at the option of the holder at the Conversion Price that shall equal the lesser of: a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. | ||||||||||||||
Convertible promissory note | $ 50,000 | $ 75,000 | ||||||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | Feb. 5, 2022 | ||||||||||||||
Trading percentage | 60.00% | 60.00% | ||||||||||||||
Conversion price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||
Trading days | d / TradingDays | 20 | 20 | ||||||||||||||
Debt term | 1 year | 1 year | ||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | ||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Quick Capital, LLC [Member] | ||||||||||||||||
Debt instrument, description | The Note is convertible, in whole or in part, at any time and from time to time before maturity (February 5, 2022) at the option of the holder at the Conversion Price that shall equal the lesser of a) $0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. | |||||||||||||||
Convertible promissory note | $ 25,000 | |||||||||||||||
Debt instrument, maturity date | Feb. 5, 2022 | |||||||||||||||
Trading percentage | 60.00% | |||||||||||||||
Conversion price | $ / shares | $ 0.01 | |||||||||||||||
Trading days | d / TradingDays | 20 | |||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restricted shares issued for acquiring assets, shares | shares | 1,616,379 | |||||||||||||||
Subsequent Event [Member] | CFO [Member] | ||||||||||||||||
Restricted shares issued for acquiring assets, shares | shares | 766,379 | |||||||||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||||||||
Restricted shares issued for acquiring assets, shares | shares | 750,000 | |||||||||||||||
Consulting agreement description | On February 12, 2021, the Company entered into a Consulting Agreement (the "Agreement") with Sylios Corp (the "Consultant") for preparation of the Company's financial reports. Under the terms of the Agreement, the Consultant is to assist the Company in the preparation of its Annual Report on Form 10-K and its Registration Statement on Form S-1. The Agreement shall have a term of three (3) months or until the Company's Registration Statement on Form S-1 is filed with the Securities and Exchange Commission. As compensation, the Consultant, or its designee, shall receive 750,000 shares of common stock. | |||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Amwaste, Inc (Seller) [Member] | ||||||||||||||||
Debt instrument, description | The Note principal shall be reduced by $10,000 if the Note is paid in full on or before March 8, 2021. | |||||||||||||||
Payments for purchasing assets | $ 50,000 | $ 150,000 | ||||||||||||||
Restricted shares issued for acquiring assets, shares | shares | 2,000,000 | 2,000,000 | ||||||||||||||
Promissory note | $ 110,000 | |||||||||||||||
Subsequent Event [Member] | Registration Rights Agreement [Member] | GPL Ventures LLC [Member] | ||||||||||||||||
Debt instrument, description | The Company and GPL also entered into a Registration Rights Agreement ("RRA") that provided for the Company to file a Registration Statement with the SEC covering the resale of up to 10,000,000 shares underlying the Note and to have filed such Registration Statement within 30 days of the RRA. In the event that the Company doesn't maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. The transaction closed on March 9, 2021. | The Company and GPL also entered into a Registration Rights Agreement ("RRA") that provided for the Company to file a Registration Statement with the SEC covering the resale of up to 10,000,000 shares underlying the Note and to have filed such Registration Statement within 30 days of the RRA. In the event that the Company doesn't maintain the registration requirements provided for in the RRA, the Company is obligated to pay GPL certain payments for such failures. The transaction closed on February 10, 2021. | ||||||||||||||
Subsequent Event [Member] | Registration Rights Agreement [Member] | Quick Capital, LLC [Member] | ||||||||||||||||
Debt instrument, description | The Company and Quick also entered into a Registration Rights Agreement ("RRA") that provided for the Company to file a Registration Statement with the SEC covering the resale of up to 10,000,000 shares underlying the Note and to have filed such Registration Statement within 30 days of the RRA. In the event that the Company doesn't maintain the registration requirements provided for in the RRA, the Company is obligated to pay Quick certain payments for such failures. The transaction closed on February 12, 2021. |