Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38448 | |
Entity Registrant Name | DEEP GREEN WASTE & RECYCLING, INC. | |
Entity Central Index Key | 0001637866 | |
Entity Tax Identification Number | 30-1035174 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 260 Edwards Plz | |
Entity Address, Address Line Two | #21266 | |
Entity Address, City or Town | Saint Simons Island | |
Entity Address, Country | GA | |
Entity Address, Postal Zip Code | 31522 | |
City Area Code | (833) | |
Local Phone Number | 304-7336 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | DGWR | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,341,097,489 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 966 | $ 36,619 |
Accounts receivable, net of allowance for doubtful accounts of $554,020 at September 30, 2022 and $545,420 at December 31, 2021 | 199,796 | 185,902 |
Prepaid expenses and other current assets | 2,851 | 8,759 |
Total current assets | 203,613 | 231,280 |
Property and equipment, net | 187,710 | 227,889 |
Goodwill and Intangible assets, net | 1,038,605 | 1,220,664 |
Deposit | 7,000 | 7,000 |
Total other assets | 1,233,315 | 1,455,553 |
Total assets | 1,436,928 | 1,686,833 |
Current liabilities: | ||
Current portion of debt, net of debt discounts of $31,250 as of September 30, 2022 | 954,946 | 730,532 |
Convertible notes payable, net of debt discounts of $24,714 and $1,041,697 at September 30, 2022 and December 31, 2021, respectively | 596,462 | 316,974 |
Accounts payable | 3,088,834 | 3,098,770 |
Accrued expenses | 285,505 | 217,867 |
Deferred compensation | 97,519 | 92,546 |
Accrued interest | 136,463 | 93,661 |
Customer deposits payable | 68,851 | 68,851 |
Derivative liability | 276,360 | 1,373,211 |
Total current liabilities | 5,504,940 | 5,992,412 |
Long-term liabilities: | ||
Long-term portion of debt | ||
Total long-term liabilities | ||
Total liabilities | 5,504,940 | 5,992,412 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $.0001 par value; 3,000,000,000 shares authorized; 585,665,735 and 247,015,579 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 58,567 | 24,702 |
Preferred Stock, $.0001 par value, $1 per share stated value, 5,000,000 shares authorized; 31,000 and 31,000 shares of Series B Convertible Preferred Stock issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 31,000 | 31,000 |
Additional paid-in capital | 8,059,677 | 6,815,935 |
Accumulated deficit | (12,217,256) | (11,177,216) |
Total stockholders’ deficit | (4,068,012) | (4,305,579) |
Total liabilities and stockholders’ deficit | $ 1,436,928 | $ 1,686,833 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Allowance for doubtful account | $ 554,020 | $ 545,420 |
Debt discount | $ 31,250 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 500,000,000 |
Common stock, shares issued | 585,665,735 | 247,015,579 |
Common stock, shares, outstanding | 585,665,735 | 247,015,579 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, stated value per share | $ 1 | $ 1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 31,000 | 31,000 |
Preferred stock, shares outstanding | 31,000 | 31,000 |
Convertible Notes Payable [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Debt issuance costs, net | $ 24,714 | $ 1,041,697 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 368,512 | $ 43,915 | $ 796,127 | $ 120,180 |
Total revenues | 368,512 | 43,915 | 796,127 | 120,180 |
Cost of revenues | 130,809 | 29,930 | 300,512 | 58,095 |
Gross profit | 237,703 | 13,985 | 495,615 | 62,085 |
Operating expenses: | ||||
Selling, general and administrative | 195,903 | 30,690 | 570,896 | 151,562 |
Officers and directors compensation (including stock-based compensation of $748, $16,817, $147,333 and $63,728 respectively) | 31,748 | 101,645 | 249,933 | 192,584 |
Professional and consulting (including stock-based compensation of $0, $0,$28,098 and $0 respectively) | 11,170 | 52,283 | 107,266 | 169,936 |
Provision for doubtful accounts | 25,000 | |||
Depreciation and Amortization | 73,388 | 18,657 | 218,645 | 44,540 |
Total operating expenses | 312,209 | 203,275 | 1,171,740 | 558,622 |
Operating loss | (74,506) | (189,290) | (676,125) | (496,537) |
Other (expense) income: | ||||
Derivative liability income (expense) | 482,191 | 366,414 | 1,096,851 | 463,894 |
Loss on conversions of debt | (58,763) | (354,423) | (289,824) | (797,252) |
Gain on write off of notes payable | 652,559 | 652,559 | ||
Loss on disposal of assets | (17,747) | (17,747) | ||
Interest expense (including amortization of debt discounts of $208,344, $157,708, $1,060,598 and $472,765 respectively) | (213,615) | (188,937) | (1,166,582) | (539,823) |
Other | (4,360) | (4,360) | ||
Total other (expense) income | 205,453 | 457,866 | (363,915) | (238,369) |
Net Income (Loss) | $ 130,947 | $ 268,576 | $ (1,040,040) | $ (734,906) |
Net Income (Loss) per common share: | ||||
Basic and diluted net income (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding – basic and diluted | 500,715,161 | 194,886,945 | 429,257,239 | 155,783,440 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based payment arrangement, noncash expense | $ 175,431 | $ 63,728 | ||
Amortization of debt discounts | $ 208,344 | $ 157,708 | 1,060,598 | 472,765 |
Professional and Consulting Fee [Member] | ||||
Share-based payment arrangement, noncash expense | 0 | 0 | 28,098 | 0 |
Officer and Director [Member] | ||||
Share-based payment arrangement, noncash expense | $ 748 | $ 16,817 | $ 147,333 | $ 63,728 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' (Deficiency) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balances at January 1, 2021 | $ (4,377,722) | $ (3,923,262) | $ (4,305,579) | $ (4,440,819) | $ (4,305,579) | $ (4,357,482) |
Issuance of common stock relating to officer employment agreement | 20,400 | |||||
Issuance of common stock for consulting services | 13,446 | 14,652 | 29,850 | |||
Issuance of common stock incentives for officers and directors | 143,100 | |||||
Issuance of common stock in satisfaction of notes payable and accrued interest | 178,763 | 205,675 | 701,571 | 533,229 | 1,267,745 | |
Net loss for the nine months ended September 30, 2021 | 130,947 | (673,581) | (497,406) | 268,576 | (1,040,040) | (734,906) |
Balances at September 30, 2021 | (4,068,012) | (4,377,722) | (3,923,262) | (3,581,431) | (4,068,012) | (3,581,431) |
Issuance of common stock and warrants as part of $100,000 convertible note issued on July 2, 2021 | 57,583 | 57,583 | ||||
Warrant cashless exercise | ||||||
Issuance of common stock to directors for accrued compensation | 56,779 | |||||
Issuance of common stock for Amwaste asset purchase | 99,000 | |||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||
Balances at January 1, 2021 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 |
Balance, shares | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 |
Issuance of common stock relating to officer employment agreement | ||||||
Issuance of common stock for consulting services | ||||||
Issuance of common stock incentives for officers and directors | ||||||
Issuance of common stock in satisfaction of notes payable and accrued interest | ||||||
Net loss for the nine months ended September 30, 2021 | ||||||
Balances at September 30, 2021 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 | $ 31,000 |
Balance, shares | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 |
Issuance of common stock and warrants as part of $100,000 convertible note issued on July 2, 2021 | ||||||
Warrant cashless exercise | ||||||
Issuance of common stock to directors for accrued compensation | ||||||
Issuance of common stock for Amwaste asset purchase | ||||||
Common Stock [Member] | ||||||
Balances at January 1, 2021 | $ 46,827 | $ 40,634 | $ 24,702 | $ 16,940 | $ 24,702 | $ 12,984 |
Balance, shares | 468,266,754 | 406,333,999 | 247,015,579 | 169,394,790 | 247,015,579 | 129,836,060 |
Issuance of common stock relating to officer employment agreement | $ 204 | |||||
Issuance of Common Stock relating to Officer Employment Agreement, shares | 2,040,000 | |||||
Issuance of common stock for consulting services | $ 434 | $ 222 | $ 75 | |||
Issuance of common stock for consulting services, shares | 4,337,350 | 2,220,000 | 750,000 | |||
Issuance of common stock incentives for officers and directors | $ 2,200 | |||||
Issuance of common stock incentives for officers and directors, shares | 22,000,000 | |||||
Issuance of common stock in satisfaction of notes payable and accrued interest | $ 11,740 | $ 5,759 | $ 13,306 | $ 2,510 | $ 5,953 | |
Issuance of common stock in satisfaction of notes payable and accrued interest, shares | 117,398,981 | 57,595,405 | 133,058,420 | 25,098,081 | 59,524,053 | |
Net loss for the nine months ended September 30, 2021 | ||||||
Balances at September 30, 2021 | $ 58,567 | $ 46,827 | $ 40,634 | $ 20,001 | $ 58,567 | $ 20,001 |
Balance, shares | 585,665,735 | 468,266,754 | 406,333,999 | 200,005,368 | 585,665,735 | 200,005,368 |
Issuance of common stock and warrants as part of $100,000 convertible note issued on July 2, 2021 | $ 100 | $ 100 | ||||
Issuance of common stock and warrants as part of $100,000 convertible note issued on July 2, 2021, shares | 1,000,000 | 1,000,000 | ||||
Warrant cashless exercise | $ 451 | $ 451 | ||||
Warrant cashless exercise, shares | 4,512,497 | 4,512,497 | ||||
Issuance of common stock to directors for accrued compensation | $ 238 | |||||
Issuance of common stock to directors for accrued compensation, shares | 2,382,758 | |||||
Issuance of common stock for Amwaste asset purchase | $ 200 | |||||
Issuance of common stock for Amwaste asset purchase, shares | 2,000,000 | |||||
Additional Paid-in Capital [Member] | ||||||
Balances at January 1, 2021 | $ 7,892,654 | $ 7,679,726 | $ 6,815,935 | $ 4,291,077 | $ 6,815,935 | $ 3,374,888 |
Issuance of common stock relating to officer employment agreement | 20,196 | |||||
Issuance of common stock for consulting services | 13,012 | 14,430 | 29,775 | |||
Issuance of common stock incentives for officers and directors | 140,900 | |||||
Issuance of common stock in satisfaction of notes payable and accrued interest | 167,023 | 199,916 | 688,265 | 530,719 | 1,261,792 | |
Net loss for the nine months ended September 30, 2021 | ||||||
Balances at September 30, 2021 | 8,059,677 | 7,892,654 | 7,679,726 | 4,878,828 | 8,059,677 | 4,878,828 |
Issuance of common stock and warrants as part of $100,000 convertible note issued on July 2, 2021 | 57,483 | 57,483 | ||||
Warrant cashless exercise | (451) | (451) | ||||
Issuance of common stock to directors for accrued compensation | 56,541 | |||||
Issuance of common stock for Amwaste asset purchase | 98,800 | |||||
Retained Earnings [Member] | ||||||
Balances at January 1, 2021 | (12,348,203) | (11,674,622) | (11,177,216) | (8,779,836) | (11,177,216) | (7,776,354) |
Issuance of common stock relating to officer employment agreement | ||||||
Issuance of common stock for consulting services | ||||||
Issuance of common stock incentives for officers and directors | ||||||
Issuance of common stock in satisfaction of notes payable and accrued interest | ||||||
Net loss for the nine months ended September 30, 2021 | 130,947 | (673,581) | (497,406) | 268,576 | (734,906) | |
Balances at September 30, 2021 | $ (12,217,256) | $ (12,348,203) | $ (11,674,622) | (8,511,260) | $ (12,217,256) | (8,511,260) |
Issuance of common stock and warrants as part of $100,000 convertible note issued on July 2, 2021 | ||||||
Warrant cashless exercise | ||||||
Issuance of common stock to directors for accrued compensation | ||||||
Issuance of common stock for Amwaste asset purchase |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' (Deficiency) (Unaudited) (Parenthetical) | Jul. 02, 2021 USD ($) |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Convertible note | $ 100,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||||||
Net income (loss) for the period | $ 130,947 | $ (497,406) | $ 268,576 | $ (1,040,040) | $ (734,906) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 73,388 | 18,657 | 218,645 | 44,540 | ||
Provision for doubtful accounts | 25,000 | |||||
Amortization of debt discounts | 208,344 | 157,708 | 1,060,598 | 472,765 | ||
Derivative liability (income) expense | (482,191) | (366,414) | (1,096,851) | (463,894) | ||
Loss on conversions of debt | 58,763 | 354,423 | 289,824 | 797,252 | ||
Gain on write off of notes payable | (652,559) | |||||
Loss on disposal of assets | 17,747 | 17,747 | ||||
Stock-based compensation | 175,431 | 63,728 | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (38,894) | (6,929) | ||||
Prepaid expenses and other current assets | 5,908 | (38,393) | ||||
Accounts payable | (10,221) | 30,215 | ||||
Accrued expenses | 67,638 | 34,471 | ||||
Deferred compensation | 4,973 | 4,638 | ||||
Accrued interest | 121,672 | 67,058 | ||||
Net cash used in operating activities | (216,317) | (364,267) | ||||
INVESTING ACTIVITIES: | ||||||
Purchase of property and equipment | (205,382) | |||||
Purchase of intangible assets | (10,000) | |||||
Net cash used in investing activities | (215,382) | |||||
FINANCING ACTIVITIES: | ||||||
Proceeds from secured notes and convertible notes payable | 300,000 | 616,500 | ||||
Proceeds from (repayment of) other debt | (1,030) | 19,893 | ||||
Repayment of note issued in Lyell Acquisition | (140,000) | |||||
Repayment of convertible note | (110,000) | |||||
Officer Loans | 21,694 | 104,377 | ||||
Net cash provided by financing activities | 180,664 | 630,770 | ||||
NET INCREASE (DECREASE) IN CASH | (35,653) | 51,121 | ||||
CASH, BEGINNING OF PERIOD | $ 36,619 | 36,619 | 757 | $ 757 | ||
CASH, END OF PERIOD | $ 966 | $ 51,878 | 966 | 51,878 | $ 36,619 | |
Supplemental disclosure of cash flow information | ||||||
Interest | 8,980 | |||||
Income taxes | ||||||
Non-Cash investing and financing activities: | ||||||
Initial derivative liability charged to debt discounts | 420,000 | |||||
Issuance of common stock to directors for accrued compensation | 20,400 | 56,779 | ||||
Issuance of common stock and note payable to Seller of Amwaste, Inc. assets | ||||||
Common stock | 99,000 | |||||
Note payable | 110,000 | |||||
Total | 209,000 | |||||
Issuance of common stock in satisfaction of debt: Fair Value of Common Stock Issued | ||||||
Notes Payable Satisfied | (717,315) | (465,810) | ||||
Accrued Interest Satisfied | 78,870 | 4,683 | ||||
Loss on conversion of notes payable | $ 289,824 | $ 797,252 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2022 | |
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”) is a publicly quoted company seeking to create value for its shareholders by seeking to acquire other operating entities for growth in return for shares of our common stock. The Company 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 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 reverse stock split of 1 share for 1000 shares 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 100 902,700 586,890 315,810 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 100 597,300 418,110 179,190 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 Chief Executive Officer owned a 7.5 On August 7, 2018, the Company ceased its waste recycling business. In the quarterly period ended March 31, 2021, the Company re-launched its waste and recycling services operation and has begun to re-engage with customers, waste haulers and recycling centers, which are critical elements of its historically successful business model: designing and managing waste programs for commercial and institutional properties for cost savings, ease of operation, and minimal administrative stress for its clients. 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 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 paid the seller $ 160,000 2,000,000 50,000 110,000 April 9, 2021 Securities Purchase Agreement On August 11, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”) and Lyell Environmental Services, Inc. (hereinafter “LES”). On October 19, 2021, the Company closed on the Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”). In consideration for the purchase of all shares from the Shareholder, the Company was to pay the Shareholder (i) $ 50,000 1,300,000 1,000,000 50,000 1,000,000 2,000,000 186,537.92 7 December 18, 2021 140,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE A – ORGANIZATION (continued) In order to further grow its business, the Company plans to: ● expand its service offerings to provide additional sustainable waste management solutions that further minimize costs based on volume and content of waste streams, and methods of disposal, including landfills, transfer stations and recycling centers; ● Acquire profitable waste and recycling services companies with similar or compatible and synergistic business models, that can help the Company achieve these objectives; ● Offer innovative recycling services that significantly reduce the disposal of plastics, electronic wastes, food wastes, and hazardous wastes in the commercial property universe; ● Establish partnerships with innovative universities, municipalities and companies; 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. Some potential merger/acquisition candidates have been identified and discussions initiated. These candidates are within the Company’s core business model, serving commercial properties, accretive to cash flow, and geographically favorable. While seeking to identify acquisition candidates, the Company seeks to identify target entities with a similar core business model or a model which naturally integrates with its own, and which are situated in opportunistic geographic locations. We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management’s best business judgment. Our activities are subject to several significant risks, which arise primarily as a result of the fact that we have limited current business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of our lack of resources and our inability to provide a prospective business opportunity with significant capital. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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. Interim Financial Statements The unaudited condensed financial statements of the Company for the three and nine month periods ended September 30, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022. These financial statements should be read in conjunction with that report. 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, DG Research, Inc., DG Treasury, Inc. and Lyell Environmental Services Inc. All inter-company balances and transactions have been eliminated in consolidation. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 September 30, 2022 and December 31, 2021, 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 I For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE J DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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, equipment and intangible assets) 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 September 30, 2022, 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 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 operations. The estimated lives used to determine depreciation and amortization are: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 Containers 5 Software 2 3 Office Equipment 3 7 Furniture and Fixtures 8 Waste and Recycling Equipment 5 Leasehold Improvements Varies by Lease Goodwill Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021. We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall. Amortizable Intangible Assets Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE H NOTE I NOTE J NOTE J DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 has superseded 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 was effective for annual periods beginning after December 15, 2018; early adoption was permitted. The Company 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 J - 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE C – BUSINESS ACQUISITION As discussed in NOTE A – ORGANIZATION, SCHEDULE OF IDENTIFIABLE ASSETS The identifiable assets of Lyell at: October 19, 2021 Accounts receivable $ 95,453 Property and equipment, net 20,557 Customer lists and covenant not to compete 1,083,333 Accounts payable (4,981 ) Total identifiable net assets $ 1,194,362 SCHEDULE OF CONSIDERATION PAID The consideration paid for Lyell was: Cash $ 1,050,000 Promissory note 186,538 2,000,000 shares of DGWR common stock 44,000 Total consideration $ 1,280,538 The $ 86,176 1,280,538 1,194,362 For the nine months ended September 30, 2022, revenues and net loss of Lyell included in the accompanying consolidated statement of operations was $ 654,992 196,771 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE D - PROPERTY AND EQUIPMENT Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, (Unaudited) December 31, Software $ - $ 99,025 Office equipment 45,881 60,974 Furniture and Fixtures - 948 Waste and Recycling Equipment 322,409 393,340 Total 368,290 554,287 Accumulated depreciation and amortization (180,580 ) (326,398 ) Net $ 187,710 $ 227,889 For the nine months ended September 30, 2022 and 2021, depreciation and amortization of property and equipment was $ 34,085 30,773 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE E – GOODWILL AND INTANGIBLE ASSETS Goodwill and Intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS September 30, (Unaudited) December 31, Customer list and convenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Service, Inc. closed on October 19,2021 $ 1,083,333 $ 1,083,333 Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 86,176 86,176 Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021 109,000 109,000 Total 1,278,509 1,278,509 Accumulated amortization (239,904 ) (57,845 ) Net $ 1,038,605 $ 1,220,664 The customer lists and covenants not to compete are being amortized using the straight-line method over their estimated useful lives of five years 184,560 13,767 At September 30, 2022, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2022 (excluding the nine months ended September 30, 2022) $ 59,617 2023 238,467 2024 238,467 2025 238,467 2026 177,411 Thereafter - Total $ 952,429 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE F – ACCOUNTS PAYABLE Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE September 30, December 31, 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 2,387,913 2,390,849 Credit card obligations 213,306 220,306 Total $ 3,088,834 $ 3,098,770 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE G – DEBT Debt consists of the following at: SCHEDULE OF DEBT September 30, December 31, Secured Notes Payable to BHP Capital and Quick Capital, net of debt discounts of $ 31,250 0 $ 343,750 $ - Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease- 5 compactor leases (in technical default) 5,574 5,574 Loans payable to officers and directors, interest at 8% 52,308 44,038 Note issued in Lyell Acquisition 49,179 189,179 Sales Tax Payable 27,338 28,368 Note payable to Officer, interest at 15% 89,262 75,838 Total 954,946 730,532 Current portion of debt (954,946 ) (730,532 ) Long-term portion of debt $ - $ - (i) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of $ 187,500 0.0005 1 10% 187,500 18,750 206,250 4,490 4,490 187,500 14,060 187,500 14,060 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE H – CONVERTIBLE NOTES PAYABLE Convertible Note Payables consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE September 30, 2022 (Unaudited) December 31, 2021 Unsecured Convertible Promissory Note payable to Labrys Fund, LP: Issue date July 2, 2021 – net of unamortized debt discount of $ 0 50,137 $ - $ 49,863 Secured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021 – net of unamortized debt discount of $ 11,388 465,532 285,521 126,472 Secured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 – net of unamortized debt discount of $ 13,326 526,028 310,941 140,639 Total $ 596,462 $ 316,974 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE H – CONVERTIBLE NOTES PAYABLE (continued) (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1 12% 5,000,000 0.02 5 1,000,000 100,000 2,959 25,570.55 12,000 8,000,000 74,429.45 8,805,011 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 October 14, 2022 0.01 30% 1 10% 2,298,852 66,666,667 0.015 5 592,004 0 296,909 0 (iii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 October 14, 2022 0.01 30% 1 10% 2,298,852 66,666,667 0.015 5 666,667 0 324,267 0 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE I - DERIVATIVE LIABILITY The derivative liability at September 30, 2022 and December 31, 2021 consisted of: SCHEDULE OF DERIVATIVE LIABILITY September 30, 2022 (Unaudited) December 31, 2021 Convertible Promissory Note payable to Labrys Fund Ltd. Please see NOTE H – CONVERTIBLE NOTES PAYABLE $ - $ 17,987 Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 132,094 636,989 Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 144,266 718,235 Total $ 276,360 $ 1,373,211 The above Convertible Promissory Notes (the “Notes”) contain 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 Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion feature as a derivative liability at the respective issuance dates of the Notes and charged the applicable amounts to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance date of the Notes 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, at September 30, 2022 and at December 31, 2021 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes, (i) at September 30, 2022 were (1) stock price of $ 0.0007 0.00049 14 143.21% 2.79% 0.01 0.00574 0.015 182 287 143.21% 0.80% 1.13% |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE J - 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 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 into 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 5,000,000 0.30 three years 0.30 0.20 At September 30, 2022 and December 31, 2021, there were 0 0 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 100,000 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) 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 (equal to the stated value or $1.00 per share) 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 25,000 On June 3, 2020, the Company issued 6,000 6,000 At September 30, 2022 and December 31, 2021, there were 31,000 31,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) 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 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 providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock. On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 500,000,000 2,000,000 5,000,000 On February 10, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 1,000,000,000 On September 17, 2022, the Company’s Board approved an increase in the number of authorized shares of common stock of the Company from 1,000,000,000 3,000,000,000 2021 Stock Option Incentive Plan On October 5, 2021, the Company filed a Registration Statement on Form S-8 registering 40,000,000 11,660,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) Common Stock and Preferred Stock Issuances For the nine months ended September 30, 2022 and fiscal year ended December 31, 2021, the Company issued and/or sold the following securities: Common Stock For the nine months ended September 30, 2022 On January 3, 2022, the Company issued a noteholder 5,673,765 shares of common stock in satisfaction of $ 20,000 12,667 interest. The $ 24,071 excess of the $ 56,738 fair value of the 5,673,765 shares over the $ 20,000 On January 6, 2022, the Company issued a noteholder 9,070,295 50,794 The $ 19,048 69,841 9,070,295 50,794 On January 10, 2022, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,571 excess of the $ 44,571 fair value of the 5,714,286 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 11, 2022, the Company issued a noteholder 5,714,286 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,571 excess of the $ 44,571 fair value of the 5,714,286 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 19, 2022, the Company issued 11,000,000 On January 19, 2022, the Company issued 5,000,000 On January 19, 2022, the Company issued 5,000,000 On January 19, 2022, the Company issued 1,000,000 On January 20, 2022, the Company issued 2,040,000 On January 20, 2022, the Company issued 2,220,000 On January 20, 2022, the Company issued a noteholder 8,000,000 shares of common stock in satisfaction of $ 25,571 principal and $ 12,000 interest. The $ 15,229 excess of the $ 52,800 fair value of the 8,000,000 shares over the $ 25,571 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On January 31, 2022, the Company issued a noteholder 6,265,664 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,461 excess of the $ 34,461 fair value of the 6,265,664 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2022. On February 1, 2022, the Company issued a noteholder 7,722,008 30,000 The $ 14,788 44,788 7,722,008 30,000 On February 2, 2022, the Company issued a noteholder 8,163,265 30,000 The $ 10,816 40,816 7,722,008 30,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) On February 2, 2022, the Company issued a noteholder 6,802,721 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,014 excess of the $ 34,014 fair value of the 6,802,721 shares over the $ 25,000 On February 4, 2022, the Company issued a noteholder 8,805,011 shares of common stock in satisfaction of $ 74,429 principal. The $ 30,404 difference of the $ 44,025 fair value of the 8,805,011 shares over the $ 74,429 On February 10, 2022, the Company issued a noteholder 6,606,111 shares of common stock in satisfaction of $ 20,000 principal. The $ 8,406 excess of the $ 28,406 fair value of the 6,606,111 shares over the $ 20,000 On February 23, 2022, the Company issued a noteholder 10,084,034 shares of common stock in satisfaction of $ 30,000 principal. The $ 17,395 excess of the $ 47,395 fair value of the 10,084,034 shares over the $ 30,000 On March 18, 2022, the Company issued a noteholder 12,605,042 shares of common stock in satisfaction of $ 30,000 principal. The $ 16,639 excess of the $ 46,639 fair value of the 12,605,042 shares over the $ 30,000 On March 21, 2022, the Company issued a noteholder 8,403,361 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,933 excess of the $ 31,933 fair value of the 8,403,361 shares over the $ 20,000 On March 24, 2022, the Company issued a noteholder 14,285,714 shares of common stock in satisfaction of $ 34,000 principal. The $ 14,571 excess of the $ 48,571 fair value of the 14,285,714 shares over the $ 34,000 On March 24, 2022, the Company issued a noteholder 9,142,857 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,086 excess of the $ 31,086 fair value of the 9,142,857 shares over the $ 20,000 On April 18, 2022, the Company issued a noteholder 9,291,521 shares of common stock in satisfaction of $ 20,000 principal. The $ 19,024 excess of the $ 39,024 fair value of the 9,291,521 shares over the $ 20,000 On April 19, 2022, the Company issued a noteholder 15,419,501 shares of common stock in satisfaction of $ 34,000 principal. The $ 30,762 excess of the $ 64,762 fair value of the 15,419,501 shares over the $ 34,000 On April 25, 2022, the Company issued a noteholder 9,070,295 shares of common stock in satisfaction of $ 20,000 principal. The $ 10,839 excess of the $ 30,839 fair value of the 9,070,295 shares over the $ 20,000 On April 27, 2022, the Company issued a consultant 4,337,350 13,446 4,337,350 On April 28, 2022, the Company issued a noteholder 11,065,760 shares of common stock in satisfaction of $ 24,400 principal. The $ 9,904 excess of the $ 34,304 fair value of the 11,065,760 shares over the $ 24,400 On April 29, 2022, the Company issued a noteholder 6,000,000 shares of common stock in satisfaction of $ 13,020 principal. The $ 6,180 excess of the $ 19,200 fair value of the 6,000,000 shares over the $ 13,020 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) On May 19, 2022, the Company issued a noteholder 6,748,328 shares of common stock in satisfaction of $ 11,101 principal. The $ 6,445 excess of the $ 17,546 fair value of the 6,748,328 shares over the $ 11,101 On August 24, 2022, the Company issued a noteholder 11,428,571 shares of common stock in satisfaction of $ 14,000 principal. The $ 7,714 excess of the $ 21,714 fair value of the 11,428,571 shares over the $ 14,000 On August 24, 2022, the Company issued a noteholder 7,518,797 10,000 The $ 4,286 14,286 7,518,797 10,000 On August 30, 2022, the Company issued a noteholder 13,824,885 shares of common stock in satisfaction of $ 15,000 principal. The $ 5,737 excess of the $ 20,737 fair value of the 13,824,885 15,000 On August 31, 2022, the Company issued a noteholder 21,198,157 23,000 The $ 8,797 31,797 21,198,157 23,000 On September 1, 2022, the Company issued a noteholder 14,285,714 shares of common stock in satisfaction of $ 15,000 principal. The $ 6,429 excess of the $ 21,429 fair value of the 14,285,714 shares over the $ 15,000 On September 16, 2022, the Company issued a noteholder 22,857,143 20,000 The $ 12,000 32,000 22,857,143 20,000 On September 16, 2022, the Company issued a noteholder 26,285,714 23,000 The $ 13,800 36,800 26,285,714 23,000 For the Year Ended December 31, 2021 On December 31, 2021, the Company issued a noteholder 6,802,721 39,167 The $ 28,860 68,027 6,802,721 shares over the $ 39,167 On December 15, 2021, the Company issued a noteholder 5,714,286 35,677 5,323 19,000 60,000 5,714,286 41,000 On December 8, 2021, the Company issued a noteholder 4,264,392 31,343 17,697 49,041 4,264,392 31,343 On December 8, 2021, the Company issued a noteholder 2,448,980 18,000 10,163 28,163 2,448,980 shares over the $ 18,000 On November 30, 2021, the Company issued a noteholder 2,082,128 18,000 7,610 25,610 2,082,128 18,000 On November 15, 2021, the Company issued a noteholder 3,000,000 30,000 27,000 57,000 3,000,000 30,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) On November 15, 2021, the Company issued a noteholder 1,800,000 18,000 16,200 34,200 1,800,000 18,000 On October 19, 2021, the Company issued 2,000,000 On October 15, 2021, the Company issued a total of 300,000 100,000 On October 14, 2021, the Company issued 2,298,852 On October 6, 2021, the Company issued Bill Edmonds, the Company’s Chief Financial Officer, 2,000,000 48,000 2,000,000 On October 6, 2021, the Company issued David Bradford, the Company’s Chief Operating Officer, 6,000,000 144,000 6,000,000 On October 6, 2021, the Company issued Lloyd Spencer, the Company’s then Chief Executive Officer, 2,000,000 48,000 2,000,000 On October 5, 2021, the Company issued Lloyd Spencer, the Company’s then Chief Executive Officer, 4,000,000 98,000 4,000,000 On September 21, 2021, the Company issued a warrant holder 4,512,497 On July 9, 2021, the Company issued 7,823,177 41,000 3,062 114,748 158,810 7,823,177 44,062 On July 8, 2021, the Company issued 1,000,000 On July 2, 2021, the Company issued 4,629,964 35,340 774 The $ 72,690 108,804 4,629,964 36,114 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) On July 2, 2021, the Company issued 4,344,595 33,888 The $ 68,210 102,098 4,344,595 33,888 On July 1, 2021, the Company issued 8,300,345 64,554 189 The $ 98,774 163,517 8,300,345 64,743 On June 24, 2021, the Company issued 14,700,000 114,660 The $ 120,540 235,200 14,700,000 114,660 On June 24, 2021, the Company issued 7,225,972 51,369 658 The $ 63,589 115,616 7,225,972 52,027 On May 12, 2021, the Company issued 6,000,000 60,000 The $ 123,600 183,600 6,000,000 60,000 On May 12, 2021, the Company issued 4,000,000 40,000 The $ 83,600 123,600 4,000,000 40,000 On May 12, 2021, the Company issued 2,500,000 25,000 The $ 51,500 76,500 2,500,000 25,000 On March 19, 2021, the Company issued 750,000 On February 17, 2021, the Company issued Lloyd Spencer (Company CEO) 1,616,379 850,000 766,379 On February 17, 2021, the Company issued Bill Edmonds (Company CFO) 766,379 On February 16, 2021, the Company issued 2,000,000 The number of common shares authorized with a par value of $ 0.0001 3,000,000,000 500,000,000 585,665,735 247,015,579 Preferred Stock For the nine months ended September 30, 2022 None. For the year ended December 31, 2021 None. The number of preferred shares authorized with a par value of $ 0.0001 5,000,000 5,000,000 31,000 31,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE J - CAPITAL STOCK (continued) Warrants and options A summary of warrants and options activity follows: SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2019 - 6,290,431 6,290,431 Warrants issued on March 12, 2020 - 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 and November 2020 - (1,210,431 ) (1,210,431 ) Balance, December 31, 2020 - 80,000 80,000 Warrants expired on February 19, 2021 - (30,000 ) (30,000 ) Warrants expired on March 16, 2021 - (50,000 ) (50,000 ) Warrant issued on July 2, 2021 (i) - 5,000,000 5,000,000 Cashless exercise of warrant on September 21, 2021 - (5,000,000 ) (5,000,000 ) Two warrants issued on October 14, 2021 (ii) - 133,333,334 133,333,334 Balance, December 31, 2021 and September 30, 2022 - 133,333,334 133,333,334 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 5 The following table summarizes information about warrants outstanding as of September 30, 2022: SUMMARY OF WARRANTS AND OUTSTANDING Number Outstanding At September 30, 2022 Exercise Price Expiration Date 133,333,334 $ 0.015 October 14, 2026 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE K - 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 periods presented. The sources of the difference are as follows: SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES Three Months Ended Nine Months Ended September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Expected tax at 21 $ 27,499 $ 56,401 $ (218,408 ) $ (166,174 ) Non-deductible stock-based compensation 157 3,532 36,841 13,383 Non-deductible (non-taxable) derivative liability expense (income) (101,260 ) (76,947 ) (230,339 ) (97,418 ) Non-deductible amortization of debt discounts 43,752 33,119 222,726 99,281 Non-deductible loss on conversions of notes payable and accrued interest 12,340 74,429 60,863 167,423 Increase (decrease) in Valuation allowance 17,512 (90,534 ) 128,317 (16,495 ) 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 September 30, 2022 and December 31, 2021 will be realized. Accordingly, the Company has provided a 100 The net operating loss carryforward at September 30, 2022 for the years 2002 to 2017 expires in varying amounts from year 2022 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE L - COMMITMENTS AND CONTINGENCIES Occupancy On March 4th, 2022, the Company elected to change its primary location from 13110 NE 177th Place, #293, Woodinville, WA 98072 to 260 Edwards Plz #21266, Saint Simons Island, GA 31522. The rental rate of $ 70 Employment 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 108,000 10 84,000 24,000 7 1.5 2,000,000 3.5 19,947 4.76 upon initiation of its Incentive Stock Plan (ISP), the LLC was to grant the Executive an additional one and one half percent 1.5 2,000,000 1.5 3,500 two-year period 31,500 31,500 78,750 47,250 3,893 3,695 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE L - COMMITMENTS AND CONTINGENCIES (continued) 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 200,000 10 160,000 40,000 7 2.5 2,000,000 upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent 2.25 2,000,000 2.5 two-year period 93,626 88,851 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 provided for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement, Mr. Spencer was to receive a base salary of $ 10,000 500,000 6,120,000 3 170,000 three-year period 840,000 1,020,000 850,000 2,040,000 3,500 31,500 31,500 78,750 47,250 On March 14, 2022, Lloyd T. Spencer, the Company’s Chief Executive Officer, Secretary and Director, resigned in his position as Chief Executive Officer. Mr. Spencer will retain his roles as Secretary and Director. On March 14, 2022, upon the resignation of Mr. Spencer as the Company’s Chief Executive Officer, the Board of Directors appointed Bill Edmonds as its new Chief Executive Officer. Mr. Edmonds will retain his prior roles as interim Chief Financial Officer and Chairman of the Board of Directors. On March 14, 2022, the Board of Directors appointed David Bradford to President. Mr. Bradford will retain his prior role as Chief Operating Officer. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE L - COMMITMENTS AND CONTINGENCIES (continued) 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 5,000 35,000 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 5,000 35,000 Major Customers One customer accounted for 23 Legal As indicated in NOTE F – ACCOUNTS PAYABLE 487,615 2,601,219 387,535 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTY | NOTE M - GOING CONCERN UNCERTAINTY 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 September 30, 2022, we had cash of $ 966 203,613 5,504,940 12,217,256 216,317 364,267 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 November 2023. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. |
Interim Financial Statements | Interim Financial Statements The unaudited condensed financial statements of the Company for the three and nine month periods ended September 30, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022. These financial statements should be read in conjunction with that report. |
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, DG Research, Inc., DG Treasury, Inc. and Lyell Environmental Services Inc. All inter-company balances and transactions have been eliminated in consolidation. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 September 30, 2022 and December 31, 2021, 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 I For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE J DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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, equipment and intangible assets) 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 September 30, 2022, 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 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 operations. The estimated lives used to determine depreciation and amortization are: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 Containers 5 Software 2 3 Office Equipment 3 7 Furniture and Fixtures 8 Waste and Recycling Equipment 5 Leasehold Improvements Varies by Lease |
Goodwill | Goodwill Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021. We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall. |
Amortizable Intangible Assets | Amortizable Intangible Assets Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021. We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE H NOTE I NOTE J NOTE J DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 has superseded 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 was effective for annual periods beginning after December 15, 2018; early adoption was permitted. The Company 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 J - 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 Containers 5 Software 2 3 Office Equipment 3 7 Furniture and Fixtures 8 Waste and Recycling Equipment 5 Leasehold Improvements Varies by Lease |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF IDENTIFIABLE ASSETS | SCHEDULE OF IDENTIFIABLE ASSETS The identifiable assets of Lyell at: October 19, 2021 Accounts receivable $ 95,453 Property and equipment, net 20,557 Customer lists and covenant not to compete 1,083,333 Accounts payable (4,981 ) Total identifiable net assets $ 1,194,362 |
SCHEDULE OF CONSIDERATION PAID | SCHEDULE OF CONSIDERATION PAID The consideration paid for Lyell was: Cash $ 1,050,000 Promissory note 186,538 2,000,000 shares of DGWR common stock 44,000 Total consideration $ 1,280,538 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, (Unaudited) December 31, Software $ - $ 99,025 Office equipment 45,881 60,974 Furniture and Fixtures - 948 Waste and Recycling Equipment 322,409 393,340 Total 368,290 554,287 Accumulated depreciation and amortization (180,580 ) (326,398 ) Net $ 187,710 $ 227,889 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | Goodwill and Intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS September 30, (Unaudited) December 31, Customer list and convenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Service, Inc. closed on October 19,2021 $ 1,083,333 $ 1,083,333 Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021 86,176 86,176 Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021 109,000 109,000 Total 1,278,509 1,278,509 Accumulated amortization (239,904 ) (57,845 ) Net $ 1,038,605 $ 1,220,664 |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | At September 30, 2022, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2022 (excluding the nine months ended September 30, 2022) $ 59,617 2023 238,467 2024 238,467 2025 238,467 2026 177,411 Thereafter - Total $ 952,429 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE | Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE September 30, December 31, 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 2,387,913 2,390,849 Credit card obligations 213,306 220,306 Total $ 3,088,834 $ 3,098,770 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT | Debt consists of the following at: SCHEDULE OF DEBT September 30, December 31, Secured Notes Payable to BHP Capital and Quick Capital, net of debt discounts of $ 31,250 0 $ 343,750 $ - Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018 387,535 387,535 Short-term capital lease- 5 compactor leases (in technical default) 5,574 5,574 Loans payable to officers and directors, interest at 8% 52,308 44,038 Note issued in Lyell Acquisition 49,179 189,179 Sales Tax Payable 27,338 28,368 Note payable to Officer, interest at 15% 89,262 75,838 Total 954,946 730,532 Current portion of debt (954,946 ) (730,532 ) Long-term portion of debt $ - $ - (i) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of $ 187,500 0.0005 1 10% 187,500 18,750 206,250 4,490 4,490 187,500 14,060 187,500 14,060 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTE PAYABLE | Convertible Note Payables consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE September 30, 2022 (Unaudited) December 31, 2021 Unsecured Convertible Promissory Note payable to Labrys Fund, LP: Issue date July 2, 2021 – net of unamortized debt discount of $ 0 50,137 $ - $ 49,863 Secured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021 – net of unamortized debt discount of $ 11,388 465,532 285,521 126,472 Secured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 – net of unamortized debt discount of $ 13,326 526,028 310,941 140,639 Total $ 596,462 $ 316,974 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2022 and 2021 (Unaudited) NOTE H – CONVERTIBLE NOTES PAYABLE (continued) (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”) and issued Labrys a Promissory Note (the “Note”) in the amount of One Hundred Thousand and NO/100 Dollars ($ 100,000 July 2, 2022 0.015 1 12% 5,000,000 0.02 5 1,000,000 100,000 2,959 25,570.55 12,000 8,000,000 74,429.45 8,805,011 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 October 14, 2022 0.01 30% 1 10% 2,298,852 66,666,667 0.015 5 592,004 0 296,909 0 (iii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($ 666,667 October 14, 2022 0.01 30% 1 10% 2,298,852 66,666,667 0.015 5 666,667 0 324,267 0 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | The derivative liability at September 30, 2022 and December 31, 2021 consisted of: SCHEDULE OF DERIVATIVE LIABILITY September 30, 2022 (Unaudited) December 31, 2021 Convertible Promissory Note payable to Labrys Fund Ltd. Please see NOTE H – CONVERTIBLE NOTES PAYABLE $ - $ 17,987 Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 132,094 636,989 Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE H – CONVERTIBLE NOTES PAYABLE 144,266 718,235 Total $ 276,360 $ 1,373,211 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY | A summary of warrants and options activity follows: SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2019 - 6,290,431 6,290,431 Warrants issued on March 12, 2020 - 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 and November 2020 - (1,210,431 ) (1,210,431 ) Balance, December 31, 2020 - 80,000 80,000 Warrants expired on February 19, 2021 - (30,000 ) (30,000 ) Warrants expired on March 16, 2021 - (50,000 ) (50,000 ) Warrant issued on July 2, 2021 (i) - 5,000,000 5,000,000 Cashless exercise of warrant on September 21, 2021 - (5,000,000 ) (5,000,000 ) Two warrants issued on October 14, 2021 (ii) - 133,333,334 133,333,334 Balance, December 31, 2021 and September 30, 2022 - 133,333,334 133,333,334 (i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 5 |
SUMMARY OF WARRANTS AND OUTSTANDING | The following table summarizes information about warrants outstanding as of September 30, 2022: SUMMARY OF WARRANTS AND OUTSTANDING Number Outstanding At September 30, 2022 Exercise Price Expiration Date 133,333,334 $ 0.015 October 14, 2026 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES | SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES Three Months Ended Nine Months Ended September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Expected tax at 21 $ 27,499 $ 56,401 $ (218,408 ) $ (166,174 ) Non-deductible stock-based compensation 157 3,532 36,841 13,383 Non-deductible (non-taxable) derivative liability expense (income) (101,260 ) (76,947 ) (230,339 ) (97,418 ) Non-deductible amortization of debt discounts 43,752 33,119 222,726 99,281 Non-deductible loss on conversions of notes payable and accrued interest 12,340 74,429 60,863 167,423 Increase (decrease) in Valuation allowance 17,512 (90,534 ) 128,317 (16,495 ) Provision for (benefit from) income taxes $ - $ - $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | Aug. 11, 2021 | Jul. 09, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 | Feb. 08, 2021 | Oct. 01, 2017 | Sep. 27, 2017 | Aug. 24, 2017 | Sep. 30, 2022 | Mar. 07, 2022 | Dec. 31, 2021 | Aug. 07, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of common stock issued | $ 158,810 | $ 108,804 | $ 235,200 | $ 183,600 | |||||||||
Promissory note payment | $ 140,000 | ||||||||||||
Common stock value | $ 58,567 | $ 24,702 | |||||||||||
Debt face amount | $ 41,000 | $ 35,340 | $ 114,660 | $ 60,000 | |||||||||
Mirabile Corporate Holdings, Inc. [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Equity ownership interest percentage | 7.50% | ||||||||||||
Georgia Limited Liability Company [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares acquired for exchange | 85,000,000 | ||||||||||||
Reverse stock split description | reverse stock split of 1 share for 1000 shares | ||||||||||||
Compaction and Recycling Equipment Inc [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Business acquisition, percentage of voting interests acquired | 100% | ||||||||||||
Number of common stock issued | $ 902,700 | ||||||||||||
Cash | 586,890 | ||||||||||||
Compaction and Recycling Equipment Inc [Member] | Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Promissory note payment | $ 315,810 | ||||||||||||
Columbia Financial Services Inc [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Business acquisition, percentage of voting interests acquired | 100% | ||||||||||||
Number of common stock issued | $ 597,300 | ||||||||||||
Cash | 418,110 | ||||||||||||
Columbia Financial Services Inc [Member] | Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Promissory note payment | $ 179,190 | ||||||||||||
Agreement [Member] | St. James Capital Management, LLC. [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cancellation of shares | 3,000,000 | ||||||||||||
Asset Purchase Agreement [Member] | DG Research, Inc [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 160,000 | ||||||||||||
Restricted shares | 2,000,000 | ||||||||||||
Remitted amount | $ 50,000 | ||||||||||||
Proceeds from notes payable | $ 110,000 | ||||||||||||
Debt maturity date | Apr. 09, 2021 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Held in escrow | $ 50,000 | ||||||||||||
Common stock value | $ 1,300,000 | ||||||||||||
Common stock, shares | 1,000,000 | ||||||||||||
Amended Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Held in escrow | $ 50,000 | ||||||||||||
Common stock value | $ 1,000,000 | ||||||||||||
Common stock, shares | 2,000,000 | ||||||||||||
Amended Agreement [Member] | Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt maturity date | Dec. 18, 2021 | ||||||||||||
Debt face amount | $ 186,537.92 | ||||||||||||
Debt instrument interest rate stated percentage | 7% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Trucks [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Containers [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Software and Software Development Costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 2 years |
Software and Software Development Costs [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 8 years |
Waste and Recycling Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | Varies by Lease |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Intangible assets estimated useful lifes | 5 years |
SCHEDULE OF IDENTIFIABLE ASSETS
SCHEDULE OF IDENTIFIABLE ASSETS (Details) - Lyell Environmental Services Inc [Member] | Oct. 19, 2021 USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 95,453 |
Property and equipment, net | 20,557 |
Customer lists and covenant not to compete | 1,083,333 |
Accounts payable | (4,981) |
Total identifiable net assets | $ 1,194,362 |
SCHEDULE OF CONSIDERATION PAID
SCHEDULE OF CONSIDERATION PAID (Details) - Lyell Environmental Services Inc [Member] | Oct. 19, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 1,050,000 |
Promissory note | 186,538 |
2,000,000 shares of DGWR common stock | 44,000 |
Total consideration | $ 1,280,538 |
SCHEDULE OF CONSIDERATION PAI_2
SCHEDULE OF CONSIDERATION PAID (Details) (Parenthetical) | Oct. 19, 2021 shares |
Lyell Environmental Services Inc [Member] | |
Business Acquisition [Line Items] | |
Equity interest issued | 2,000,000 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Oct. 19, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 86,176 | ||||||
Revenues | $ 368,512 | $ 43,915 | $ 796,127 | $ 120,180 | |||
Net loss | $ 130,947 | $ (673,581) | $ (497,406) | $ 268,576 | (1,040,040) | $ (734,906) | |
Lyell Environmental Services Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | 1,280,538 | ||||||
Total identifiable net assets | $ 1,194,362 | ||||||
Revenues | 654,992 | ||||||
Net loss | $ 196,771 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 368,290 | $ 554,287 |
Accumulated depreciation and amortization | (180,580) | (326,398) |
Net | 187,710 | 227,889 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 99,025 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 45,881 | 60,974 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 948 | |
Waste and Recycling Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 322,409 | $ 393,340 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of property and equipment | $ 34,085 | $ 30,773 |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,278,509 | $ 1,278,509 |
Accumulated amortization | (239,904) | (57,845) |
Net | 1,038,605 | 1,220,664 |
Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 86,176 | 86,176 |
Customer Lists [Member] | Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 1,083,333 | 1,083,333 |
Customer Lists [Member] | Asset Purchase Agreement [Member] | Amwaste Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 109,000 | $ 109,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (excluding the nine months ended September 30, 2022) | $ 59,617 |
2023 | 238,467 |
2024 | 238,467 |
2025 | 238,467 |
2026 | 177,411 |
Thereafter | |
Total | $ 952,429 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful lives | 5 years | |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 184,560 | $ 13,767 |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Total | $ 3,088,834 | $ 3,098,770 |
August One Two Thousand Eighteen Default Judgment Payable To Ohio Vendor [Member] | ||
Total | 32,832 | 32,832 |
January Fourteen Two Thousand Nineteen Default Judgment Payable To Tennessee Customer [Member] | ||
Total | 423,152 | 423,152 |
January Twenty Four Two Thousand Nineteen Default Judgment Payable To Florida Vendor [Member] | ||
Total | 31,631 | 31,631 |
Other Vendors Of Materials And Services [Member] | ||
Total | 2,387,913 | 2,390,849 |
Credit Card Obligations [Member] | ||
Total | $ 213,306 | $ 220,306 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 954,946 | $ 730,532 |
Current portion of debt | (954,946) | (730,532) |
Long-term portion of debt | ||
Factor [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 387,535 | 387,535 |
Secured Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 343,750 | |
Short Term Capital Lease [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 5,574 | 5,574 |
Loans Payable To Officer [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 52,308 | 44,038 |
Note Issued [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 49,179 | 189,179 |
Sales Tax Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 27,338 | 28,368 |
Note Payable to Officer [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 89,262 | $ 75,838 |
SCHEDULE OF DEBT (Details) (Par
SCHEDULE OF DEBT (Details) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 09, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 | |
Short-Term Debt [Line Items] | ||||||||||
Amortization of debt discount | $ 208,344 | $ 157,708 | $ 1,060,598 | $ 472,765 | ||||||
Convertible notes payable | $ 596,462 | $ 596,462 | $ 316,974 | |||||||
Debt instrument conversion price per share | $ 0.00049 | $ 0.00049 | ||||||||
Debt instrument face amount | $ 41,000 | $ 35,340 | $ 114,660 | $ 60,000 | ||||||
Impairment of retained interest | $ 206,250 | |||||||||
[custom:TransactionMonthlyRentalPayments] | 4,490 | |||||||||
Debt instrument, periodic payment | 4,490 | |||||||||
BHP Capital NY Inc [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest payable | $ 14,060 | 14,060 | ||||||||
Secured Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Amortization of debt discount | $ 31,250 | $ 0 | ||||||||
Note Payable to Officer [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 8% | 8% | 15% | |||||||
Note Purchase Agreement [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest payable | $ 18,750 | |||||||||
Note Purchase Agreement [Member] | BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 10% | |||||||||
Convertible notes payable | $ 187,500 | |||||||||
Debt instrument conversion price per share | $ 0.0005 | |||||||||
Debt term | 1 year | |||||||||
Note Purchase Agreement [Member] | BHP Capital NY Inc [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 187,500 | $ 187,500 | ||||||||
Interest payable | 187,500 | 187,500 | ||||||||
Note Purchase Agreement [Member] | Quick Capital, LLC [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest payable | $ 14,060 | $ 14,060 |
SCHEDULE OF CONVERTIBLE NOTE PA
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 596,462 | $ 316,974 |
Unsecured Convertible Promissory Note [Member] | Labrys Fund Ltd [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 49,863 | |
Secured Convertible Promissory Note One [Member] | Quick Capital, LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 285,521 | 126,472 |
Secured Convertible Promissory Note Two [Member] | B H P Capital N Y [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 310,941 | $ 140,639 |
SCHEDULE OF CONVERTIBLE NOTE _2
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) (Parenthetical) - USD ($) | Feb. 04, 2022 | Jan. 20, 2022 | Oct. 14, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||||||||||
Debt instrument convertible conversion price1 | $ 0.00049 | ||||||||||
Number of common stock shares issued | 7,823,177 | 4,629,964 | 14,700,000 | 6,000,000 | |||||||
Debt instrument, face amount | $ 41,000 | $ 35,340 | $ 114,660 | $ 60,000 | |||||||
Stock issued during period value new issues | $ 158,810 | 108,804 | $ 235,200 | $ 183,600 | |||||||
BHP Capital NY Inc [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest payable | $ 14,060 | ||||||||||
Labrys Fund LP [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Convertible debt | $ 100,000 | ||||||||||
Debt instrument, maturity date | Jul. 02, 2022 | ||||||||||
Debt instrument convertible conversion price1 | $ 0.015 | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 12% | ||||||||||
Warrants or rights | 5,000,000 | ||||||||||
Warrants or rights | $ 0.02 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Number of common stock shares issued | 8,000,000 | 4,512,497 | 1,000,000 | ||||||||
Debt instrument, face amount | $ 25,570.55 | $ 100,000 | |||||||||
Interest payable | $ 12,000 | 2,959 | |||||||||
Stock issued during period value new issues | $ 74,429.45 | ||||||||||
Common stock stock extinguishing of obligation | 8,805,011 | ||||||||||
BHP Capital NY Inc and Quick Capital LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Warrants or rights | 66,666,667 | ||||||||||
Warrants or rights | $ 0.015 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Number of common stock shares issued | 2,298,852 | ||||||||||
Unsecured Convertible Promissory Note One [Member] | Labrys Fund Ltd [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized debt discount | 0 | 50,137 | |||||||||
Secured Convertible Promissory Note One [Member] | Quick Capital, LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized debt discount | 11,388 | 465,532 | |||||||||
Debt instrument, face amount | 296,909 | 592,004 | |||||||||
Interest payable | 0 | 0 | |||||||||
Secured Convertible Promissory Note One [Member] | BHP Capital NY Inc and Quick Capital LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Convertible debt | $ 666,667 | ||||||||||
Debt instrument, maturity date | Oct. 14, 2022 | ||||||||||
Debt instrument convertible conversion price1 | $ 0.01 | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 10% | ||||||||||
Warrants or rights | 66,666,667 | ||||||||||
Warrants or rights | $ 0.015 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Debt conversion, converted instrument, rate | 30% | ||||||||||
Number of shares issued | 2,298,852 | ||||||||||
Secured Convertible Promissory Note Two [Member] | BHP Capital NY Inc [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized debt discount | 13,326 | 526,028 | |||||||||
Debt instrument, face amount | 324,267 | 666,667 | |||||||||
Interest payable | $ 0 | $ 0 | |||||||||
Secured Convertible Promissory Note Two [Member] | BHP Capital NY Inc and Quick Capital LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Convertible debt | $ 666,667 | ||||||||||
Debt instrument, maturity date | Oct. 14, 2022 | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 10% | ||||||||||
Warrants or rights | 66,666,667 | ||||||||||
Warrants or rights | $ 0.015 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Debt conversion, converted instrument, rate | 30% | ||||||||||
Number of shares issued | 2,298,852 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 276,360 | $ 1,373,211 |
Convertible Promissory Note Payable One [Member] | Labrys Fund Ltd [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 17,987 | |
Convertible Promissory Note Payable One [Member] | Quick Capital, LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 132,094 | 636,989 |
Convertible Promissory Note Payable One [Member] | BHP Capital NY Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 144,266 | $ 718,235 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Derivative [Line Items] | ||
Share price | $ 0.0007 | $ 0.01 |
Debt instrument, convertible, conversion price | $ 0.00049 | |
Derivative liability measurement input term | 14 days | |
Minimum [Member] | ||
Derivative [Line Items] | ||
Debt instrument, convertible, conversion price | $ 0.00574 | |
Derivative liability measurement input term | 182 days | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Debt instrument, convertible, conversion price | $ 0.015 | |
Derivative liability measurement input term | 287 days | |
Measurement Input, Price Volatility [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 1.4321 | 1.4321 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.0279 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.0080 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.0113 |
SUMMARY OF WARRANTS AND OPTIONS
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) - shares | 12 Months Ended | |||||||||
Jan. 20, 2022 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Number of Options, beginning balance | ||||||||||
Number of Warrants, beginning balance | 80,000 | 6,290,431 | ||||||||
Number of Options and Warrants, beginning balance | 80,000 | 6,290,431 | ||||||||
Warrant issued | [1] | |||||||||
Warrant issued | [1] | 5,000,000 | 262,500 | |||||||
Warrant issued | [1] | 5,000,000 | 262,500 | |||||||
Warrants expired | ||||||||||
Warrants expired | (30,000) | (5,000,000) | ||||||||
Warrants expired | (30,000) | (5,000,000) | ||||||||
Cashless exercise of warrants | (5,000,000) | (262,500) | ||||||||
Cashless exercise of warrants | (5,000,000) | (262,500) | ||||||||
Warrants expired in October 2020 and November 2020 | ||||||||||
Warrants expired in October 2020 and November 2020 | (1,210,431) | |||||||||
Warrants expired in October 2020 and November 2020 | (1,210,431) | |||||||||
Warrants expired on March 16, 2021 | ||||||||||
Warrants expired on March 16, 2021 | (50,000) | |||||||||
Warrants expired on March 16, 2021 | (50,000) | |||||||||
Cashless exercise of warrants | ||||||||||
Two warrants issued on October 14, 2021 | [2] | |||||||||
Two warrants issued on October 14, 2021 | [2] | 133,333,334 | ||||||||
Two warrants issued on October 14, 2021 | [2] | 133,333,334 | ||||||||
Number of Options, ending balance | ||||||||||
Number of Warrants, ending balance | 133,333,334 | 80,000 | ||||||||
Number of Options and Warrants, ending balance | 133,333,334 | 80,000 | ||||||||
Number of common stock shares issued | 7,823,177 | 4,629,964 | 14,700,000 | 6,000,000 | ||||||
Labrys Fund LP [Member] | ||||||||||
Number of common stock shares issued | 8,000,000 | 4,512,497 | 1,000,000 | |||||||
[1]On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 66,666,667 shares of the Company’s common stock at an exercise price of $ 0.015 5 |
SUMMARY OF WARRANTS AND OPTIO_2
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) (Parenthetical) - $ / shares | Jan. 20, 2022 | Oct. 14, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 |
Number of shares issued | 7,823,177 | 4,629,964 | 14,700,000 | 6,000,000 | ||||
Labrys Fund LP [Member] | ||||||||
Number of right to purchase of shares | 5,000,000 | |||||||
Exercise price | $ 0.02 | |||||||
Warrant terms | 5 years | |||||||
Number of shares issued | 8,000,000 | 4,512,497 | 1,000,000 | |||||
BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||||
Number of right to purchase of shares | 66,666,667 | |||||||
Exercise price | $ 0.015 | |||||||
Warrant terms | 5 years | |||||||
Number of shares issued | 2,298,852 |
SUMMARY OF WARRANTS AND OUTSTAN
SUMMARY OF WARRANTS AND OUTSTANDING (Details) - Warrant [Member] | Sep. 30, 2022 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants Outstanding | shares | 133,333,334 |
Warrants Exercise Price | $ / shares | $ 0.015 |
Expiration Date | Oct. 14, 2026 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 16, 2022 | Sep. 01, 2022 | Aug. 31, 2022 | Aug. 30, 2022 | Aug. 24, 2022 | May 19, 2022 | Apr. 29, 2022 | Apr. 28, 2022 | Apr. 27, 2022 | Apr. 25, 2022 | Apr. 19, 2022 | Apr. 18, 2022 | Mar. 24, 2022 | Mar. 21, 2022 | Mar. 18, 2022 | Feb. 23, 2022 | Feb. 10, 2022 | Feb. 04, 2022 | Feb. 02, 2022 | Feb. 01, 2022 | Jan. 31, 2022 | Jan. 20, 2022 | Jan. 19, 2022 | Jan. 11, 2022 | Jan. 10, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 08, 2021 | Nov. 30, 2021 | Nov. 15, 2021 | Oct. 19, 2021 | Oct. 15, 2021 | Oct. 14, 2021 | Oct. 06, 2021 | Oct. 05, 2021 | Sep. 21, 2021 | Jul. 09, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 | Mar. 19, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Jan. 22, 2020 | Jun. 26, 2017 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 17, 2022 | Feb. 09, 2022 | Jul. 11, 2021 | Jul. 10, 2021 | Jun. 03, 2020 | Aug. 23, 2017 | Jul. 18, 2010 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 31,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 31,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock authorizied | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation liability | $ 92,546 | $ 97,519 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 3,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 7,823,177 | 4,629,964 | 14,700,000 | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 41,000 | $ 35,340 | $ 114,660 | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest | 3,062 | 774 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | 114,748 | 72,690 | 120,540 | 123,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 158,810 | 108,804 | 235,200 | 183,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 44,062 | $ 36,114 | $ 114,660 | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares,issued | 247,015,579 | 585,665,735 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | 247,015,579 | 585,665,735 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,298,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional and Consulting Fee [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 4,337,350 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 13,446 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 4,337,350 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Stock Option Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued under stock incentive plan | 40,000,000 | 11,660,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 3,000,000,000 | 500,000,000 | 500,000,000 | 250,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 4,344,595 | 7,225,972 | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 33,888 | $ 51,369 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest | 68,210 | 658 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | 102,098 | 63,589 | 83,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 115,616 | 123,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 33,888 | $ 52,027 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 4,337,350 | 2,220,000 | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock authorizied | 5,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,300,345 | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 64,554 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest | 189 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | 98,774 | 51,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 163,517 | 76,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 64,743 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 11,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issued for compensation | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of compensation | $ 48,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares restricted | 766,379 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 22,857,143 | 14,285,714 | 21,198,157 | 13,824,885 | 11,428,571 | 6,748,328 | 6,000,000 | 11,065,760 | 9,070,295 | 15,419,501 | 9,291,521 | 14,285,714 | 8,403,361 | 12,605,042 | 10,084,034 | 6,606,111 | 7,722,008 | 7,722,008 | 6,265,664 | 8,000,000 | 5,714,286 | 5,714,286 | 9,070,295 | 5,673,765 | 6,802,721 | 5,714,286 | 4,264,392 | 2,082,128 | 3,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 20,000 | $ 15,000 | $ 23,000 | $ 15,000 | $ 14,000 | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 20,000 | $ 25,000 | $ 30,000 | $ 25,000 | $ 25,571 | $ 30,000 | $ 30,000 | $ 50,794 | $ 20,000 | $ 39,167 | $ 35,677 | |||||||||||||||||||||||||||||||||||
Debt interest | 12,000 | 12,667 | 5,323 | $ 31,343 | $ 18,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | 12,000 | 6,429 | 8,797 | 5,737 | 7,714 | 6,445 | 6,180 | 9,904 | 10,839 | 30,762 | 19,024 | 14,571 | 11,933 | 16,639 | 17,395 | 8,406 | 10,816 | 14,788 | 9,461 | 15,229 | 14,571 | 14,571 | 19,048 | 24,071 | 28,860 | 19,000 | 17,697 | 7,610 | 27,000 | ||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 32,000 | 21,429 | 31,797 | 20,737 | 21,714 | 17,546 | 19,200 | 34,304 | 30,839 | 64,762 | 39,024 | 48,571 | 31,933 | 46,639 | 47,395 | 28,406 | 40,816 | 44,788 | 34,461 | 52,800 | 44,571 | 44,571 | 69,841 | 56,738 | 68,027 | 60,000 | 49,041 | 25,610 | 57,000 | ||||||||||||||||||||||||||||||||
Liability reduction | $ 20,000 | $ 15,000 | $ 23,000 | $ 15,000 | $ 14,000 | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 25,000 | $ 25,571 | $ 30,000 | $ 30,000 | $ 50,794 | $ 20,000 | $ 39,167 | $ 41,000 | $ 31,343 | $ 18,000 | $ 30,000 | ||||||||||||||||||||||||||||||||
Noteholder [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,163,265 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Bradford [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issued for compensation | 6,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of compensation | $ 144,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,040,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issued for compensation | 2,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of compensation | $ 48,000 | $ 98,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares restricted | 1,616,379 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares vested | 850,000 | 766,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares restricted | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 26,285,714 | 7,518,797 | 9,142,857 | 6,802,721 | 2,448,980 | 1,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 23,000 | $ 10,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest | $ 18,000 | $ 18,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | 13,800 | 4,286 | 11,086 | $ 9,014 | 10,163 | 16,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 36,800 | 14,286 | 31,086 | 34,014 | 28,163 | 34,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 23,000 | $ 10,000 | $ 20,000 | $ 25,000 | $ 18,000 | $ 18,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,805,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 74,429 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt interest | 30,404 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 44,025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 74,429 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeremy Lyell [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Holder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 4,512,497 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Saint James Capital Management LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights description | 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 into 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] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock authorizied | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Bill Edmonds [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 25,000 | 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation liability | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans payable | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 31,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 31,000 | 31,000 |
SCHEDULE OF PROVISION FOR (BENE
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Expected tax at 21% | $ 27,499 | $ 56,401 | $ (218,408) | $ (166,174) |
Non-deductible stock-based compensation | 157 | 3,532 | 36,841 | 13,383 |
Non-deductible (non-taxable) derivative liability expense (income) | (101,260) | (76,947) | (230,339) | (97,418) |
Non-deductible amortization of debt discounts | 43,752 | 33,119 | 222,726 | 99,281 |
Non-deductible loss on conversions of notes payable and accrued interest | 12,340 | 74,429 | 60,863 | 167,423 |
Increase (decrease) in Valuation allowance | 17,512 | (90,534) | 128,317 | (16,495) |
Provision for (benefit from) income taxes |
SCHEDULE OF PROVISION FOR (BE_2
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) (Parenthetical) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 21% | 21% | 21% | 21% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance percentage against deferred tax assets | 100% | 100% |
Income tax expiration description | The net operating loss carryforward at September 30, 2022 for the years 2002 to 2017 expires in varying amounts from year 2022 to year 2037. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jan. 20, 2022 | Jan. 20, 2022 | Jan. 19, 2022 | Jul. 09, 2021 | Jul. 02, 2021 | Jun. 24, 2021 | May 12, 2021 | Feb. 17, 2021 | Dec. 31, 2020 | Sep. 09, 2020 | Jan. 24, 2020 | Jan. 09, 2020 | Dec. 04, 2019 | Jul. 17, 2017 | Jan. 02, 2016 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | ||
Payment for rent | $ 70 | |||||||||||||||||||||||
Officers compensation | $ 31,748 | $ 101,645 | 249,933 | $ 192,584 | ||||||||||||||||||||
Share-based payment arrangement, noncash expense | 175,431 | 63,728 | ||||||||||||||||||||||
Deferred compensation liability, current | $ 97,519 | $ 97,519 | $ 92,546 | |||||||||||||||||||||
Granted shares | [1] | |||||||||||||||||||||||
Shares issued | 7,823,177 | 4,629,964 | 14,700,000 | 6,000,000 | ||||||||||||||||||||
Share price | $ 0.0007 | $ 0.0007 | $ 0.01 | |||||||||||||||||||||
Accounts payable, current | $ 3,088,834 | $ 3,088,834 | $ 3,098,770 | |||||||||||||||||||||
Factor [Member] | ||||||||||||||||||||||||
Amount claimed | 387,535 | 387,535 | ||||||||||||||||||||||
One Customer and Two Vendors [Member] | ||||||||||||||||||||||||
Accounts payable, current | 487,615 | 487,615 | ||||||||||||||||||||||
Other Vendors [Member] | ||||||||||||||||||||||||
Accounts payable, current | 2,601,219 | $ 2,601,219 | ||||||||||||||||||||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||||||||||||||||
Concentration risk percentage | 23% | |||||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Ownership percentage | 1.50% | 3.50% | 4.76% | |||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Agreement term | two-year period | five-year term | ||||||||||||||||||||||
Officers compensation | $ 108,000 | |||||||||||||||||||||||
Base salary increase percentage | 10% | |||||||||||||||||||||||
Deferred base salary percentage | 7% | |||||||||||||||||||||||
Cash bonus percentage | 1.50% | |||||||||||||||||||||||
Adjusted ebitda | $ 2,000,000 | |||||||||||||||||||||||
Deferred Compensation Equity | $ 19,947 | |||||||||||||||||||||||
Ownership interest agreement description | upon initiation of its Incentive Stock Plan (ISP), the LLC was to grant the Executive an additional one and one half percent | |||||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | |||||||||||||||||||||||
Compensation expense | $ 3,500 | |||||||||||||||||||||||
Accrued salaries | 31,500 | 31,500 | 31,500 | 31,500 | ||||||||||||||||||||
Share-based payment arrangement, noncash expense | 78,750 | 47,250 | ||||||||||||||||||||||
Deferred compensation liability, current | 3,893 | 3,893 | 3,695 | |||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Remit Payment [Member] | ||||||||||||||||||||||||
Officers compensation | 84,000 | |||||||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Defer Payment [Member] | ||||||||||||||||||||||||
Officers compensation | $ 24,000 | |||||||||||||||||||||||
David A. Bradford [Member] | Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Incentive Stock Plan [Member] | ||||||||||||||||||||||||
Incentive bonus percentage | 1.50% | |||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Ownership percentage | 2.25% | |||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Agreement term | two-year period | five-year term | ||||||||||||||||||||||
Officers compensation | $ 200,000 | |||||||||||||||||||||||
Base salary increase percentage | 10% | |||||||||||||||||||||||
Deferred base salary percentage | 7% | |||||||||||||||||||||||
Cash bonus percentage | 2.50% | |||||||||||||||||||||||
Adjusted ebitda | $ 2,000,000 | |||||||||||||||||||||||
Ownership interest agreement description | upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent | |||||||||||||||||||||||
Amount of after tax profits | $ 2,000,000 | |||||||||||||||||||||||
Incentive bonus percentage | 2.50% | |||||||||||||||||||||||
Deferred compensation liability, current | 93,626 | 93,626 | 88,851 | |||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Remit Payment [Member] | ||||||||||||||||||||||||
Officers compensation | 160,000 | |||||||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Defer Payment [Member] | ||||||||||||||||||||||||
Officers compensation | $ 40,000 | |||||||||||||||||||||||
Mr. Spencer [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Officers compensation | $ 10,000 | |||||||||||||||||||||||
Compensation expense | $ 3,500 | |||||||||||||||||||||||
Accrued salaries | 31,500 | $ 31,500 | 31,500 | $ 31,500 | ||||||||||||||||||||
Restricted shares | 500,000 | |||||||||||||||||||||||
Granted shares | 6,120,000 | |||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||
Vesting shares | 170,000 | |||||||||||||||||||||||
Share-based compensation payment award | three-year period | |||||||||||||||||||||||
Shares issued | 2,040,000 | 850,000 | 1,020,000 | 840,000 | ||||||||||||||||||||
Workers' compensation liability | 78,750 | 78,750 | $ 47,250 | |||||||||||||||||||||
Mr. Spencer [Member] | Board of Directors Services Agreement [Member] | ||||||||||||||||||||||||
Accrued salaries | 35,000 | 35,000 | ||||||||||||||||||||||
Lloyd Spencer [Member] | ||||||||||||||||||||||||
Restricted shares | 1,616,379 | |||||||||||||||||||||||
Shares issued | 2,040,000 | 5,000,000 | ||||||||||||||||||||||
Lloyd Spencer [Member] | Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Officers compensation | $ 5,000 | |||||||||||||||||||||||
Share price | $ 5,000 | |||||||||||||||||||||||
Bill Edmonds [Member] | ||||||||||||||||||||||||
Restricted shares | 766,379 | |||||||||||||||||||||||
Shares issued | 11,000,000 | |||||||||||||||||||||||
Bill Edmonds [Member] | Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||||||
Officers compensation | $ 5,000 | |||||||||||||||||||||||
Accrued salaries | $ 35,000 | $ 35,000 | ||||||||||||||||||||||
Share price | $ 5,000 | |||||||||||||||||||||||
[1]On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 0.02 5 4,512,497 |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 966 | $ 36,619 | |
Current assets | 203,613 | 231,280 | |
Liabilities, current | 5,504,940 | 5,992,412 | |
Accumulated deficit | 12,217,256 | $ 11,177,216 | |
Net cash used in operating activities | $ 216,317 | $ 364,267 |