Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 16, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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, $0.0001 par value per share | |
Trading Symbol | DGWR | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,814,613 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 30,295 | $ 36,616 |
Accounts receivable, net of allowance for doubtful accounts of $4,869 at June 30, 2023 and $13,453 at December 31, 2022 | 83,283 | 170,954 |
Prepaid expenses and other current assets | 26,705 | 22,267 |
Total current assets | 140,283 | 229,837 |
Property and equipment, net | 149,969 | 179,113 |
Goodwill and Intangible assets, net | 898,877 | 1,024,529 |
Deposit | 7,000 | 7,000 |
Total other assets | 1,055,846 | 1,210,642 |
Total assets | 1,196,129 | 1,440,479 |
Current liabilities: | ||
Current portion of debt | 660,581 | 598,251 |
Convertible notes payable, net of debt discounts of $0 and $12,500 at June 30, 2023 and December 31, 2022, respectively | 784,288 | 800,818 |
Accounts payable | 3,053,696 | 3,090,211 |
Accrued expenses | 160,527 | 99,869 |
Deferred compensation | 98,813 | 95,429 |
Accrued interest | 163,487 | 138,173 |
Customer deposits payable | 62,986 | 62,986 |
Derivative liability | 95,250 | 112,710 |
Total current liabilities | 5,079,628 | 4,998,447 |
Long-term liabilities: | ||
Long-term portion of debt | ||
Total long-term liabilities | ||
Total liabilities | 5,079,628 | 4,998,447 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.0001 and $0.0001 par value; 3,000,000,000 and 3,000,000,000 and shares authorized; 8,814,613 and 1,147,827 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 881 | 115 |
Additional paid-in capital | 9,708,646 | 8,761,364 |
Accumulated deficit | (13,645,026) | (12,371,437) |
Total stockholders’ deficit | (3,883,499) | (3,557,968) |
Total liabilities and stockholders’ deficit | 1,196,129 | 1,440,479 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, $0.0001 and $0.0001 par value, $1 and $1 per share stated value, 5,000,000 and 5,000,000 shares authorized; 52,000 and 52,000 shares of Series B Convertible Preferred Stock issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | $ 52,000 | $ 52,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful account | $ 4,869 | $ 13,453 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Commom stock, shares issued | 8,814,613 | 1,147,827 |
Commom stock, shares outstanding | 8,814,613 | 1,147,827 |
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 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 52,000 | 52,000 |
Preferred stock, shares outstanding | 52,000 | 52,000 |
Convertible Notes Payable [Member] | ||
Debt discounts | $ 0 | $ 12,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 233,347 | $ 207,874 | $ 412,110 | $ 427,615 |
Total revenues | 233,347 | 207,874 | 412,110 | 427,615 |
Cost of revenues | 59,826 | 75,839 | 131,271 | 169,703 |
Gross margin | 173,521 | 132,035 | 280,839 | 257,912 |
Operating expenses: | ||||
Selling, general and administrative, including stock based compensation of $149,225, $0, $149,225 and $0, respectively. | 308,756 | 156,455 | 475,468 | 374,993 |
Officers and directors’ compensation (including stock-based compensation of $705,000, $1,326, $705,000 and $146,585 respectively) | 742,400 | 41,926 | 795,800 | 218,185 |
Professional and consulting (including stock-based compensation of $0, $13,446, $0 and $28,098 respectively) | 41,090 | 50,754 | 51,233 | 96,096 |
Provision for doubtful accounts | 2,209 | 25,000 | 591 | 25,000 |
Depreciation and Amortization | 73,388 | 67,047 | 146,775 | 145,257 |
Total operating expenses | 1,167,843 | 341,182 | 1,469,867 | 859,531 |
Operating loss | (994,322) | (209,147) | (1,189,028) | (601,619) |
Other (expense) income: | ||||
Derivative liability income (expense) | 9,996 | (83,117) | 17,460 | 614,660 |
Loss on conversions of debt | (22,900) | (85,089) | (54,803) | (231,061) |
Gain on asset disposal | 43,565 | |||
Interest expense (including amortization of debt discounts of $0, $269,488, $12,500 and $852,249 respectively) | (55,839) | (296,228) | (90,783) | (952,967) |
Total other (expense) income | (68,943) | (464,434) | (84,561) | (569,368) |
Net loss | $ (1,063,065) | $ (673,581) | $ (1,273,589) | $ (1,170,987) |
Net loss per common share: | ||||
Basic net loss per common share | $ (0.79) | $ (2.24) | $ (0.98) | $ (4.47) |
Diluted net loss per common share | $ (0.79) | $ (2.24) | $ (0.98) | $ (4.47) |
Weighted average number of common shares outstanding - basic | 1,347,163 | 300,774 | 1,296,498 | 261,957 |
Weighted average number of common shares outstanding - diluted | 1,347,163 | 300,774 | 1,296,498 | 261,957 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation | $ 854,225 | $ 171,198 | ||
Amortization of debt discounts | $ 0 | $ 269,488 | 12,500 | 852,249 |
Professional and Consulting Fee [Member] | ||||
Stock-based compensation | 0 | 13,446 | 0 | 28,098 |
Officer and Director [Member] | ||||
Stock-based compensation | 705,000 | 1,326 | 705,000 | 146,585 |
Selling, General and Administrative Expenses [Member] | ||||
Stock-based compensation | $ 149,225 | $ 0 | $ 149,225 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' (Deficiency) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Balance | $ (3,707,559) | $ (3,557,968) | $ (3,923,262) | $ (4,305,579) | $ (3,557,968) | $ (4,305,579) |
Issuance of common stock relating to officer employment agreement | 20,400 | |||||
Issuance of common stock in satisfaction of notes payable and accrued interest | 60,933 | 205,675 | 701,571 | |||
Net loss | (1,063,065) | (210,524) | (673,581) | (497,406) | (1,273,589) | (1,170,987) |
Issuance of common stock incentives for officers and directors | 705,000 | 143,100 | ||||
Issuance of common stock incentives for employees | 149,225 | |||||
Issuance of common stock for consulting services | 32,900 | 13,446 | 14,652 | |||
Balance | (3,883,499) | (3,707,559) | (4,377,722) | (3,923,262) | (3,883,499) | (4,377,722) |
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||
Balance | $ 52,000 | $ 52,000 | $ 31,000 | $ 31,000 | $ 52,000 | $ 31,000 |
Balance, shares | 52,000 | 52,000 | 31,000 | 31,000 | 52,000 | 31,000 |
Issuance of common stock relating to officer employment agreement | ||||||
Issuance of common stock in satisfaction of notes payable and accrued interest | ||||||
Net loss | ||||||
Issuance of common stock incentives for officers and directors | ||||||
Issuance of common stock incentives for employees | ||||||
Issuance of common stock for consulting services | ||||||
Balance | $ 52,000 | $ 52,000 | $ 31,000 | $ 31,000 | $ 52,000 | $ 31,000 |
Balance, shares | 52,000 | 52,000 | 31,000 | 31,000 | 52,000 | 31,000 |
Common Stock [Member] | ||||||
Balance | $ 126 | $ 115 | $ 27 | $ 16 | $ 115 | $ 16 |
Balance, shares | 1,264,145 | 1,147,827 | 270,889 | 164,677 | 1,147,827 | 164,677 |
Issuance of common stock relating to officer employment agreement | ||||||
Issuance of common stock relating to officer employment agreement, shares | 1,360 | |||||
Issuance of common stock in satisfaction of notes payable and accrued interest | $ 11 | $ 4 | $ 9 | |||
Issuance of common stock in satisfaction of notes payable and accrued interest, shares | 116,318 | 38,397 | 88,706 | |||
Net loss | ||||||
Issuance of common stock incentives for officers and directors | $ 600 | $ 2 | ||||
Issuance of common stock incentives for officers and directors, shares | 6,000,000 | 14,666 | ||||
Issuance of common stock incentives for employees | $ 127 | |||||
Issuance of common stock incentives for employees, shares | 1,270,000 | |||||
Issuance of common stock for consulting services | $ 28 | |||||
Issuance of common stock for consulting services, shares | 280,000 | 2,892 | 1,480 | |||
Balance | $ 881 | $ 126 | $ 31 | $ 27 | $ 881 | $ 31 |
Balance, shares | 8,814,613 | 1,264,145 | 312,178 | 270,889 | 8,814,613 | 312,178 |
Additional Paid-in Capital [Member] | ||||||
Balance | $ 8,822,276 | $ 8,761,354 | $ 7,720,333 | $ 6,840,621 | $ 8,761,354 | $ 6,840,621 |
Issuance of common stock relating to officer employment agreement | 20,400 | |||||
Issuance of common stock in satisfaction of notes payable and accrued interest | 60,922 | 205,671 | 701,562 | |||
Net loss | ||||||
Issuance of common stock incentives for officers and directors | 704,400 | 143,098 | ||||
Issuance of common stock incentives for employees | 149,098 | |||||
Issuance of common stock for consulting services | 32,872 | 13,446 | 14,652 | |||
Balance | 9,708,646 | 8,822,276 | 7,939,450 | 7,720,333 | 9,708,646 | 7,939,450 |
Retained Earnings [Member] | ||||||
Balance | (12,581,961) | (12,371,437) | (11,674,622) | (11,177,216) | (12,371,437) | (11,177,216) |
Issuance of common stock relating to officer employment agreement | ||||||
Issuance of common stock in satisfaction of notes payable and accrued interest | ||||||
Net loss | (1,063,065) | (210,524) | (673,581) | (497,406) | ||
Issuance of common stock incentives for officers and directors | ||||||
Issuance of common stock incentives for employees | ||||||
Issuance of common stock for consulting services | ||||||
Balance | $ (13,645,026) | $ (12,581,961) | $ (12,348,203) | $ (11,674,622) | $ (13,645,026) | $ (12,348,203) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES: | ||||
Net income (loss) for the period | $ (1,063,065) | $ (673,581) | $ (1,273,589) | $ (1,170,987) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 73,388 | 67,047 | 146,775 | 145,257 |
Gain on asset disposition | (43,565) | |||
Provision for doubtful accounts | 2,209 | 25,000 | 591 | 25,000 |
Amortization of debt discounts | 0 | 269,488 | 12,500 | 852,249 |
Derivative liability (income) expense | (9,996) | 83,117 | (17,460) | (614,660) |
Loss on conversions of debt | 22,900 | 85,089 | 54,803 | 231,061 |
Stock-based compensation | 854,225 | 171,198 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 87,080 | 39,902 | ||
Prepaid expenses and other current assets | (4,438) | 4,901 | ||
Accounts payable | (26,515) | 1,070 | ||
Accrued expenses | 60,658 | 28,822 | ||
Deferred compensation | 3,384 | 3,287 | ||
Accrued interest | 25,315 | 102,714 | ||
Net cash used in operating activities | (120,236) | (180,186) | ||
INVESTING ACTIVITIES: | ||||
Proceeds from disposition of asset | 51,585 | |||
Net cash provided in investing activities | 51,585 | |||
FINANCING ACTIVITIES: | ||||
Proceeds from secured notes and convertible notes payable | 300,000 | |||
Repayment of note issued in Lyell Acquisition | (140,000) | |||
Increase (decrease) in other debt - net | 62,330 | (1,503) | ||
Net cash provided by (used in) financing activities | 62,330 | 158,497 | ||
NET INCREASE (DECREASE) IN CASH | (6,321) | (21,689) | ||
CASH, BEGINNING OF PERIOD | 36,616 | 36,619 | ||
CASH, END OF PERIOD | $ 30,295 | $ 14,930 | 30,295 | 14,930 |
Supplemental disclosure of cash flow information | ||||
Interest | ||||
Income taxes | ||||
Non-Cash investing and financing activities: | ||||
Issuance of common stock to directors for accrued compensation | 20,400 | |||
Issuance of common stock in satisfaction of debt: | ||||
Fair Value of Common Stock Issued | 60,933 | 907,246 | ||
Notes Payable Satisfied | (29,030) | (597,315) | ||
Accrued Interest Satisfied | (78,870) | |||
Loss on conversion of notes payable | 31,903 | 231,061 | ||
Issuance of common stock in satisfaction of consulting services accounts payable: | ||||
Fair Value of Common Stock Issued | 32,900 | |||
Accounts Payable Satisfied | (10,000) | |||
Loss on satisfaction of accounts payable | $ 22,900 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE A – ORGANIZATION Deep Green Waste & Recycling, 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 2,000 reverse stock split of 1 share for 1000 shares reverse stock split of 1 share for 1,500 shares) 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 56,667 reverse stock split of 1 share for 1000 shares reverse stock split of 1 share for 1,500 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 then Chief Executive Officer owned a 7.5 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 1,333 50,000 110,000 April 9, 2021 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE A – ORGANIZATION (continued) 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 Lyell Environmental Services, Inc. shares from the Shareholder, the Company was to pay the Shareholder (i) $ 50,000 1,300,000 667 50,000 1,000,000 667 186,537.92 7 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. Reverse Stock Split On June 20, 2023, the Company effectuated a 1 for 1,500 1,896,216,952 1,264,165 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
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 six month periods ended June 30, 2023 and 2022 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, 2022 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2023. 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 six months ended June 30, 2023 and 2022 (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 June 30, 2023 and December 31, 2022, 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 H For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE I DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (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 June 30, 2023, 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 years Containers 5 years Software 2 3 Years Office Equipment 3 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 G NOTE I 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 I - 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 six months ended June 30, 2023 and 2022 (Unaudited) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE C - PROPERTY AND EQUIPMENT Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 (Unaudited) December 31, Office equipment $ 47,846 $ 47,845 Waste and Recycling Equipment 303,159 322,409 Total 351,005 370,254 Property and equipment, gross 351,005 370,254 Accumulated depreciation and amortization (201,036 ) (191,141 ) Net $ 149,969 $ 179,113 Property and equipment, net $ 149,969 $ 179,113 For the six months ended June 30, 2023 and 2022, depreciation of property and equipment was $ 21,124 26,024 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE D – GOODWILL AND INTANGIBLE ASSETS Goodwill and Intangible assets consist of the following at: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS June 30, 2023 (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 134,925 134,925 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 1,327,258 1,327,258 Goodwill and Intangible assets, gross 1,327,258 1,327,258 Accumulated amortization (428,381 ) (302,730 ) Net $ 898,877 $ 1,024,529 Goodwill and Intangible assets, net $ 898,877 $ 1,024,529 The customer lists and covenants not to compete are being amortized using the straight-line method over their estimated useful lives of five 125,651 119,233 At June 30, 2023, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2023(excluding the six months ended June 30, 2023 $ 112,816 2024 238,467 2025 238,467 2026 174,202 2027 - Thereafter - Total $ 763,952 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE E – ACCOUNTS PAYABLE Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE June 30, 2023 (Unaudited) 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 2,337,107 2,390,290 Credit card obligations 228,974 212,306 Total $ 3,053,696 $ 3,090,211 Accounts payable $ 3,053,696 $ 3,090,211 Most of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste recycling business on August 7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision of services to such customers. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE F – DEBT Debt consists of the following at: SCHEDULE OF DEBT June 30, 2023 (Unaudited) December 31, 2022 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 5,574 5,574 Note issued in Lyell acquisition 49,179 49,179 Loans payable to officers, interest at 8% 37,547 37,547 Sales Tax Payable and payroll tax withholdings and liabilities 20,974 22,526 Due to seller of Lyell 42,104 42,104 Note payable to short term funding company 70,934 36,725 Note payable to officer, interest at 15 46,734 17,061 Total 660,581 598,251 Debt 660,581 598,251 Current portion of debt (660,581 ) (598,251 ) Long-term portion of debt $ - $ - |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE G – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE June 30, 2023 (Unaudited) December 31, 2022 Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021. (i) $ 189,388 $ 202,918 Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021. (ii) 219,900 235,400 Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date February 28, 2022 - net of unamortized debt discount of $ 6,250 (iii) 187,500 181,250 Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date February 28, 2022 - net of unamortized debt discount of $ 6,250 (iii) 187,500 181,250 Total $ 784,288 $ 800,818 Convertible notes payable $ 784,288 $ 800,818 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE G – CONVERTIBLE NOTES PAYABLE (continued) (i) 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 15.00 30 1 10 1,533 44,444 22.50 5 189,388 0 (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 15.00 30 1 10 1,533 44,444 22.50 5 219,900 0 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE G – CONVERTIBLE NOTES PAYABLE (continued) (iii) 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 One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars ($ 187,500 1 10 4,489.92 170,330.64 0.75 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE H - DERIVATIVE LIABILITY The derivative liability at June 30, 2023 and December 31, 2022 consisted of: SCHEDULE OF DERIVATIVE LIABILITY June 30, 2023 (Unaudited) December 31, Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE G – CONVERTIBLE NOTES PAYABLE $ 95,250 $ 52,179 Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE G – CONVERTIBLE NOTES PAYABLE - 60,531 Total $ 95,250 $ 112,710 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). On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE H - DERIVATIVE LIABILITY (continued) The fair value of the derivative liability was measured at the respective issuance date and at June 30, 2023 and December 31, 2022 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2023 were (1) stock price of $ 0.067 .04655 30 143 5.24 0.30 0.2625 30 143 4.12 |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE I - 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 the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. At June 30, 2023 and December 31, 2022, 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 six months ended June 30, 2023 and 2022 (Unaudited) NOTE I - 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 On January 22, 2020, the Company issued 25,000 25,000 On June 3, 2020, the Company issued 6,000 6,000 At June 30, 2023 and December 31, 2022, there were 52,000 52,000 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (continued) 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 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 1,000,000,000 3,000,000,000 Common Stock and Preferred Stock Issuances For the six months ended June 30, 2023 and fiscal year ended December 31, 2022, the Company issued and/or sold the following securities: Common Stock For the six months ended June 30, 2023 On January 4, 2023, the Company issued a noteholder 57,270 13,530 20,832 34,362 57,270 13,530 On January 23, 2023, the Company issued a noteholder 59,048 15,500 11,071 26,571 59,048 15,500 On June 20, 2023, the Company effectuated a 1 for 1,500 1,896,216,952 1,264,165 On June 20, 2023, the Company issued a total of 7,270,000 6,000,000 1,270,000 854,225 7,270,000 On June 20, 2023, 280,000 22,900 32,900 280,000 10,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (continued) 2022 On January 3, 2022, the Company issued a noteholder 3,783 20,000 12,667 24,071 56,738 3,783 32,667 On January 6, 2022, the Company issued a noteholder 6,047 50,794 19,048 69,841 6,047 50,794 On January 10, 2022, the Company issued a noteholder 3,810 30,000 14,571 44,571 3,810 30,000 On January 11, 2022, the Company issued a noteholder 3,810 30,000 14,571 44,571 3,810 30,000 On January 19, 2022, the Company issued 7,333 On January 19, 2022, the Company issued 3,333 On January 19, 2022, the Company issued 3,333 On January 19, 2022, the Company issued 667 On January 20, 2022, the Company issued 1,360 On January 20, 2022, the Company issued 1,480 On January 20, 2022, the Company issued a noteholder 5,333 25,571 12,000 15,229 52,800 5,333 37,571 On January 31, 2022, the Company issued a noteholder 4,177 25,000 9,461 34,461 4,177 25,000 On February 1, 2022, the Company issued a noteholder 5,148 30,000 14,788 44,788 5,148 30,000 On February 2, 2022, the Company issued a noteholder 5,442 30,000 10,816 40,816 5,442 30,000 On February 2, 2022, the Company issued a noteholder 4,535 25,000 9,014 34,014 4,535 25,000 On February 4, 2022, the Company issued a noteholder 5,870 74,429 30,404 44,025 5,870 74,429 On February 10, 2022, the Company issued a noteholder 4,404 20,000 8,406 28,406 4,404 20,000 On February 23, 2022, the Company issued a noteholder 6,723 30,000 17,395 47,395 6,723 30,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (continued) On March 18, 2022, the Company issued a noteholder 8,403 30,000 16,639 46,639 8,403 30,000 On March 21, 2022, the Company issued a noteholder 5,602 20,000 11,933 31,933 5,602 20,000 On March 24, 2022, the Company issued a noteholder 9,524 34,000 14,571 48,571 9,524 34,000 On March 24, 2022, the Company issued a noteholder 6,095 20,000 11,086 31,086 6,095 20,000 On April 18, 2022, the Company issued a noteholder 6,194 20,000 19,024 39,024 6,194 20,000 On April 19, 2022, the Company issued a noteholder 10,280 34,000 30,762 64,762 10,280 34,000 On April 25, 2022, the Company issued a noteholder 6,047 20,000 10,839 30,839 6,047 20,000 On April 27, 2022, the Company issued a consultant 2,892 13,446 2,892 On April 28, 2022, the Company issued a noteholder 7,377 24,400 9,904 34,304 7,377 24,400 On April 29, 2022, the Company issued a noteholder 4,000 13,020 6,180 19,200 4,000 13,020 On May 19, 2022, the Company issued a noteholder 4,4998 11,101 6,445 17,546 4,4998 11,101 On August 24, 2022, the Company issued a noteholder 7,619 14,000 7,714 21,714 7,619 14,000 On August 24, 2022, the Company issued a noteholder 5,013 10,000 4,286 14,286 5,013 10,000 On August 30, 2022, the Company issued a noteholder 9,217 15,000 5,737 20,737 9,217 15,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (continued) On August 31, 2022, the Company issued a noteholder 14,132 23,000 8,797 31,797 14,132 23,000 On September 1, 2022, the Company issued a noteholder 9,524 15,000 6,429 21,429 9,524 15,000 On September 16, 2022, the Company issued a noteholder 15,250 20,000 12,000 32,000 15,250 20,000 On September 16, 2022, the Company issued a noteholder 17,524 23,000 13,800 36,800 17,524 23,000 On October 10, 2022, the Company issued a noteholder 19,048 14,000 17,429 31,429 19,048 14,000 On October 11, 2022, the Company issued a noteholder 19,048 15,000 10,714 25,714 19,048 15,000 On October 13, 2022, the Company issued a noteholder 21,361 15,700 13,137 28,837 21,361 15,700 On October 18, 2022, the Company issued a noteholder 22,132 16,267 10,291 26,558 22,132 16,267 On October 19, 2022, the Company issued a noteholder 23,537 17,300 7,414 24,714 23,537 17,300 On October 28, 2022, the Company issued Bill Edmonds 133,333 100,000 On October 28, 2022, the Company issued David Bradford 133,333 100,000 On October 28, 2022, the Company issued Lloyd Spencer 131,829 98,872 On November 21, 2022, the Company issued a noteholder 44,286 22,200 37,890 60,090 44,286 22,200 On November 21, 2022, the Company issued a noteholder 41,905 22,000 34,571 56,571 41,905 22,000 On November 28, 2022, the Company issued a noteholder 41,905 9,081.05 2,450 11,531 41,905 9,081 On December 6, 2022, the Company issued a noteholder 49,873 15,710 14,214 29,924 49,873 15,710 On December 6, 2022, the Company issued a noteholder 44,286 18,600 7,971 26,571 44,286 18,600 On December 19, 2022, the Company issued a noteholder 53,968 17,000 7,286 24,286 53,968 17,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (continued) Preferred Stock For the six months ended June 30, 2023 None For the year ended December 31, 2022 On November 30, 2022, the Company issued 21,000 21,000 The number of preferred shares authorized with a par value of $ 0.0001 5,000,000 5,000,000 52,000 52,000 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, 2020 - 53 53 Warrants expired on February 19, 2021 - (20 ) (20 ) Warrants expired on March 16, 2021 - (33 ) (33 ) Warrant issued on July 2, 2021 (i) - 3,333 3,333 Cashless exercise of warrant on September 21, 2021(i) - (3,333 ) (3,333 ) Two warrants issued on October 14, 2021 (ii) - 88,889 88,889 Balance, December 31, 2021 - 88,889 88,889 2022 Option/Warrant Activity - - - Balance, December 31, 2022 - 88,889 88,889 2023 Option/Warrant Activity - - - Balance, March 31, 2023 - 88,889 88,889 2023 Option/Warrant Activity(iii) - (44,444 ) (44,444 ) Balance, June 30, 2023 - 44,445 44,445 (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 3,333 30.00 5 3,008 (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 1,533 44,444 shares of the Company’s common stock at an exercise price of $ 22.50 5 (iii) On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants. The following table summarizes information about warrants outstanding as of June 30, 2023: SUMMARY OF WARRANTS AND OUTSTANDING Description Number Outstanding At June 30, 2023 Exercise Price Expiration Date Warrants issued October 14, 2021 44,445 22.50 October 14, 2026 Total 44,445 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE J - 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 SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) Three Months Ended Six Months Ended June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) Expected tax at 21 $ (223,244 ) $ (141,452 ) $ (267,454 ) $ (245,907 ) Non-deductible stock-based compensation 179,387 6,179 179,387 36,683 Non-deductible (non-taxable) derivative liability expense (income) (2,099 ) 17,454 (3,667 ) (129,079 ) Non-deductible amortization of debt discounts - 56,592 2,625 178,972 Non-deductible loss on conversions of notes payable and accrued interest 4,809 17,869 11,509 48,523 Increase (decrease) in Valuation allowance 41,147 43,358 77,600 110,808 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 June 30, 2023 and December 31, 2022 will be realized. Accordingly, the Company has provided a 100 100 The net operating loss carryforward at June 30, 2023 for the years 2003 to 2017 expires in varying amounts from year 2023 to year 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE K - COMMITMENTS AND CONTINGENCIES Occupancy Corporate Office Our current office space is located at 260 Edwards Plz Suite 21266, Saint Simons Island, Georgia 31522 pursuant to a month-to-month lease. Amwaste Operations In conjunction with the Amwaste Acquisition, the Company acquired two storage yards under month-to-month leases. The first storage yard is located at 4150 Whitlock St., GA 31520 and the monthly rent is $ 500 100 Lyell Operations In conjunction with the Lyell Acquisition, the Company acquired an office under a month-to-month lease that is located at 211 Shady Grove Rd, 1ashville, TN 37214 and the monthly rent is $ 2,000 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE K - COMMITMENTS AND CONTINGENCIES (continued) 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 1.5 2,000,000 1.5 3,500 two-year period three years 21,000 21,000 48,250 27,250 0 0 DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE K - 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 2.25 2,000,000 2.5 two-year period three years 98,813 95,429 15,000 5,000 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 per month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer received 333 restricted shares of the Company’s common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company is to issue to Mr. Spencer restricted shares in the form of stock grants equivalent to 4,020 shares of the Corporation’s Common Stock over a 3 -year period. Stock Grant shares shall vest 113 shares each month after the Stock Grant date, December 4, 2019, over a three-year period, except that all unvested Stock Grant shares shall vest immediately if the Corporation terminates Executive’s employment without Just Cause, or Executive resigns for Good Reason. The number of shares vested shall be adjusted in the event of subsequent stock splits. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $ 3,500 per month until such time as Company finances improve. For the six months ended June 30, 2023 and 2022, compensation to Mr. Spencer expensed under the employment agreement was $ 21,000 and $ 21,000 , respectively. . As of June 30, 2023 and December 31, 2022, the accrued cash compensation due Mr. Spencer was $ 31,500 and $ 10,500 , respectively. As of June 30, 2023 and December 31, 2022, the accrued board salary balance due Mr. Spencer was $ 15,000 and $ 5,000 , respectively. On December 31, 2022 the Company extended Mr. Spencer’s employment agreement for a three-year period. 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 retained 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 retained 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 retained his prior role as Chief Operating Officer. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE K - 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 15,000 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 15,000 Major Customer For the six month period ended June 30, 2023, and full year ended December 31, 2022, one customer accounted for 9.3 19 Legal As indicated in NOTE E – ACCOUNTS PAYABLE 487,615 2,566,081 387,535 On January 1, 2023, the Company received notification of a complaint filed in the Supreme Court of the State of New York by Owen May and MD Global. The complaint alleges “breach of contract, conversion, fraud, and securities fraud related to misconduct, failure to perform, theft, and deceit and intentional misrepresentations done with scienter about securities by Deep Green Waste & Recycling and Lloyd T Spencer”. The complaint seeks $ 350,000.00 3,500,000.00 On June 1, 2023 the Company received notification that the Supreme Court of the State of New York dismissed the fraud and conversion claims brought by MD Global, LLC and further ruled that former CEO Lloyd Spencer should not be a party to the case. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTY | NOTE L - 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 June 30, 2023, we had cash of $ 30,295 140,283 5,079,628 13,645,026 120,236 180,186 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). DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE L - GOING CONCERN UNCERTAINTY (continued) 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 August 2024. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE M – SUBSEQUENT EVENTS On July 31, 2023, Lyell Environmental Services, Inc (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). These agreements will provide operating capital for a large 5-month project. The combined loan amount is $ 750,000 500,000 500,000 250,000 150,000 100,000 750,000 100,000 200,000 200,000 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 six month periods ended June 30, 2023 and 2022 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, 2022 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2023. 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 six months ended June 30, 2023 and 2022 (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 June 30, 2023 and December 31, 2022, 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 H For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE I DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Derivative Liabilities | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets (consisting primarily of property, 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 June 30, 2023, 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 years Containers 5 years Software 2 3 Years Office Equipment 3 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease |
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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 |
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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 G NOTE I |
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 I - 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. DEEP GREEN WASTE & RECYCLING, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2023 and 2022 (Unaudited) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Trucks 5 years Containers 5 years Software 2 3 Years Office Equipment 3 7 Years Furniture and Fixtures 8 Years Waste and Recycling Equipment 5 Years Leasehold Improvements Varies by Lease |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and Equipment consist of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 (Unaudited) December 31, Office equipment $ 47,846 $ 47,845 Waste and Recycling Equipment 303,159 322,409 Total 351,005 370,254 Property and equipment, gross 351,005 370,254 Accumulated depreciation and amortization (201,036 ) (191,141 ) Net $ 149,969 $ 179,113 Property and equipment, net $ 149,969 $ 179,113 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 (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 134,925 134,925 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 1,327,258 1,327,258 Goodwill and Intangible assets, gross 1,327,258 1,327,258 Accumulated amortization (428,381 ) (302,730 ) Net $ 898,877 $ 1,024,529 Goodwill and Intangible assets, net $ 898,877 $ 1,024,529 |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | At June 30, 2023, the expected future amortization of intangible assets expense is: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Amount Fiscal year ending December 31: 2023(excluding the six months ended June 30, 2023 $ 112,816 2024 238,467 2025 238,467 2026 174,202 2027 - Thereafter - Total $ 763,952 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE | Accounts payable consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE June 30, 2023 (Unaudited) 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 2,337,107 2,390,290 Credit card obligations 228,974 212,306 Total $ 3,053,696 $ 3,090,211 Accounts payable $ 3,053,696 $ 3,090,211 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT | Debt consists of the following at: SCHEDULE OF DEBT June 30, 2023 (Unaudited) December 31, 2022 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 5,574 5,574 Note issued in Lyell acquisition 49,179 49,179 Loans payable to officers, interest at 8% 37,547 37,547 Sales Tax Payable and payroll tax withholdings and liabilities 20,974 22,526 Due to seller of Lyell 42,104 42,104 Note payable to short term funding company 70,934 36,725 Note payable to officer, interest at 15 46,734 17,061 Total 660,581 598,251 Debt 660,581 598,251 Current portion of debt (660,581 ) (598,251 ) Long-term portion of debt $ - $ - |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTE PAYABLE | Convertible Notes Payable consist of: SCHEDULE OF CONVERTIBLE NOTE PAYABLE June 30, 2023 (Unaudited) December 31, 2022 Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021. (i) $ 189,388 $ 202,918 Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021. (ii) 219,900 235,400 Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date February 28, 2022 - net of unamortized debt discount of $ 6,250 (iii) 187,500 181,250 Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date February 28, 2022 - net of unamortized debt discount of $ 6,250 (iii) 187,500 181,250 Total $ 784,288 $ 800,818 Convertible notes payable $ 784,288 $ 800,818 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | The derivative liability at June 30, 2023 and December 31, 2022 consisted of: SCHEDULE OF DERIVATIVE LIABILITY June 30, 2023 (Unaudited) December 31, Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE G – CONVERTIBLE NOTES PAYABLE $ 95,250 $ 52,179 Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE G – CONVERTIBLE NOTES PAYABLE - 60,531 Total $ 95,250 $ 112,710 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY | SUMMARY OF WARRANTS AND OPTIONS ACTIVITY Shares Equivalent Options Warrants Total Balance, December 31, 2020 - 53 53 Warrants expired on February 19, 2021 - (20 ) (20 ) Warrants expired on March 16, 2021 - (33 ) (33 ) Warrant issued on July 2, 2021 (i) - 3,333 3,333 Cashless exercise of warrant on September 21, 2021(i) - (3,333 ) (3,333 ) Two warrants issued on October 14, 2021 (ii) - 88,889 88,889 Balance, December 31, 2021 - 88,889 88,889 2022 Option/Warrant Activity - - - Balance, December 31, 2022 - 88,889 88,889 2023 Option/Warrant Activity - - - Balance, March 31, 2023 - 88,889 88,889 2023 Option/Warrant Activity(iii) - (44,444 ) (44,444 ) Balance, June 30, 2023 - 44,445 44,445 (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 3,333 30.00 5 3,008 (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 1,533 44,444 shares of the Company’s common stock at an exercise price of $ 22.50 5 (iii) On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants. |
SUMMARY OF WARRANTS AND OUTSTANDING | SUMMARY OF WARRANTS AND OUTSTANDING Description Number Outstanding At June 30, 2023 Exercise Price Expiration Date Warrants issued October 14, 2021 44,445 22.50 October 14, 2026 Total 44,445 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR (BENEFIT FROM) 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 SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) Three Months Ended Six Months Ended June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) June 30, 2023 (Unaudited) June 30, 2022 (Unaudited) Expected tax at 21 $ (223,244 ) $ (141,452 ) $ (267,454 ) $ (245,907 ) Non-deductible stock-based compensation 179,387 6,179 179,387 36,683 Non-deductible (non-taxable) derivative liability expense (income) (2,099 ) 17,454 (3,667 ) (129,079 ) Non-deductible amortization of debt discounts - 56,592 2,625 178,972 Non-deductible loss on conversions of notes payable and accrued interest 4,809 17,869 11,509 48,523 Increase (decrease) in Valuation allowance 41,147 43,358 77,600 110,808 Provision for (benefit from) income taxes $ - $ - $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||
Jun. 20, 2023 | Jan. 11, 2022 | Feb. 08, 2021 | Oct. 01, 2017 | Aug. 24, 2017 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 11, 2021 | Aug. 07, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Reverse stock split | 1 for 1,500 | |||||||||||
Number of common stock issued | $ 854,225 | $ 44,571 | $ 60,933 | $ 205,675 | $ 701,571 | |||||||
Common stock value | $ 881 | $ 115 | ||||||||||
Common stock, shares issued | 8,814,613 | 1,147,827 | ||||||||||
Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Reverse stock splits common stock shares outstanding | 1,896,216,952 | |||||||||||
Minimum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Reverse stock splits common stock shares outstanding | 1,264,165 | |||||||||||
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] | ||||||||||||
Reverse stock split | reverse stock split of 1 share for 1,500 shares | reverse stock split of 1 share for 1000 shares | ||||||||||
Number of shares acquired for exchange | 56,667 | |||||||||||
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] | ||||||||||||
Notes payable | 315,810 | |||||||||||
Columbia Financial Services Inc [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
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] | ||||||||||||
Notes payable | $ 179,190 | |||||||||||
Agreement [Member] | St. James Capital Management, LLC. [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Cancellation of shares | 2,000 | |||||||||||
Reverse stock split | reverse stock split of 1 share for 1,500 shares) | reverse stock split of 1 share for 1000 shares | ||||||||||
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 | 1,333 | |||||||||||
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 issued | 667 | |||||||||||
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 issued | 667 | |||||||||||
Amended Agreement [Member] | Promissory Note [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
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) | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 30, 2023 |
Accounting Policies [Abstract] | |
Intangible assets useful lives | 5 years |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 351,005 | $ 370,254 |
Accumulated depreciation and amortization | (201,036) | (191,141) |
Property and equipment, net | 149,969 | 179,113 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 47,846 | 47,845 |
Waste and Recycling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 303,159 | $ 322,409 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 21,124 | $ 26,024 |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and Intangible assets, gross | $ 1,327,258 | $ 1,327,258 |
Accumulated amortization | (428,381) | (302,730) |
Goodwill and Intangible assets, net | 898,877 | 1,024,529 |
Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and Intangible assets, gross | 134,925 | 134,925 |
Customer Lists [Member] | Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and Intangible assets, gross | 1,083,333 | 1,083,333 |
Customer Lists [Member] | Asset Purchase Agreement [Member] | Amwaste, Inc. [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and Intangible assets, gross | $ 109,000 | $ 109,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023(excluding the six months ended June 30, 2023 | $ 112,816 |
2024 | 238,467 |
2025 | 238,467 |
2026 | 174,202 |
2027 | |
Thereafter | |
Total | $ 763,952 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
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 | $ 125,651 | $ 119,233 |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts payable | $ 3,053,696 | $ 3,090,211 |
August 1, 2018 Default Judgment payable to Ohio vendor [Member] | ||
Accounts payable | 32,832 | 32,832 |
January 14, 2019 Default Judgment payable to Tennessee customer [Member] | ||
Accounts payable | 423,152 | 423,152 |
January 24, 2019 Default judgment payable to Florida vendor [Member] | ||
Accounts payable | 31,631 | 31,631 |
Other vendors of materials and services [Member] | ||
Accounts payable | 2,337,107 | 2,390,290 |
Credit card obligations [Member] | ||
Accounts payable | $ 228,974 | $ 212,306 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Debt | $ 660,581 | $ 598,251 |
Current portion of debt | (660,581) | (598,251) |
Long-term portion of debt | ||
Short Term Capital Lease [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 5,574 | 5,574 |
Note Issued [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 49,179 | 49,179 |
Loans Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 37,547 | 37,547 |
Sales Tax Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 20,974 | 22,526 |
Due To Seller Of Leyell [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 42,104 | 42,104 |
Note Payable To Short Term Funding [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 70,934 | 36,725 |
Note Payable to Officer [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | 46,734 | 17,061 |
Factor [Member] | ||
Short-Term Debt [Line Items] | ||
Debt | $ 387,535 | $ 387,535 |
SCHEDULE OF DEBT (Parenthetical
SCHEDULE OF DEBT (Parenthetical) (Details) | Jun. 30, 2023 |
Loans Payable [Member] | |
Short-Term Debt [Line Items] | |
Debt interest rate | 8% |
Note Payable to Officer [Member] | |
Short-Term Debt [Line Items] | |
Debt interest rate | 15% |
SCHEDULE OF CONVERTIBLE NOTE PA
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 784,288 | $ 800,818 | |
Unsecured Convertible Promissory Note One [Member] | Quick Capital LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [1] | 189,388 | 202,918 |
Unsecured Convertible Promissory Note Two [Member] | BHP Capital NY [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [2] | 219,900 | 235,400 |
Unsecured Convertible Promissory Note Three [Member] | BHP Capital NY [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [3] | 187,500 | 181,250 |
Unsecured Convertible Promissory Note Four [Member] | Quick Capital LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [3] | $ 187,500 | $ 181,250 |
[1]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 15.00 30 1 10 1,533 44,444 22.50 5 189,388 0 666,667 15.00 30 1 10 1,533 44,444 22.50 5 219,900 0 187,500 1 10 4,489.92 170,330.64 0.75 |
SCHEDULE OF CONVERTIBLE NOTE _2
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Oct. 14, 2022 | Feb. 28, 2022 | Oct. 14, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Conversion price | $ 0.04655 | $ 0.04655 | $ 0.2625 | |||||
Interest expense | $ 55,839 | $ 296,228 | $ 90,783 | $ 952,967 | ||||
BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Number of right to purchase of shares | 44,444 | |||||||
Exercise price | $ 22.50 | |||||||
Warrant term | 5 years | |||||||
Unsecured Convertible Promissory Note Three [Member] | BHP Capital NY [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Unamortized debt discount | $ 6,250 | |||||||
Unsecured Convertible Promissory Note Three [Member] | Quick Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Unamortized debt discount | $ 6,250 | |||||||
Unsecured Convertible Promissory Note Three [Member] | BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible promissory notes payable | $ 187,500 | |||||||
Conversion price | $ 0.75 | |||||||
Debt term | 1 year | |||||||
Debt interest rate | 10% | |||||||
Periodic debt payment | $ 4,489.92 | |||||||
Debt payment | $ 170,330.64 | |||||||
Unsecured Convertible Promissory Note One [Member] | BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible promissory notes payable | $ 666,667 | |||||||
Conversion price | $ 15 | |||||||
Discount rate | 30% | |||||||
Debt term | 1 year | |||||||
Debt interest rate | 10% | |||||||
Number shares of common stock and warrant | 1,533 | |||||||
Number of right to purchase of shares | 44,444 | |||||||
Exercise price | $ 22.50 | |||||||
Warrant term | 5 years | |||||||
Debt principal amount | 189,388 | 189,388 | ||||||
Interest expense | 0 | |||||||
Unsecured Convertible Promissory Note Two [Member] | BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible promissory notes payable | $ 666,667 | |||||||
Conversion price | $ 15 | |||||||
Discount rate | 30% | |||||||
Debt term | 1 year | |||||||
Debt interest rate | 10% | |||||||
Number shares of common stock and warrant | 1,533 | |||||||
Number of right to purchase of shares | 44,444 | |||||||
Exercise price | $ 22.50 | |||||||
Warrant term | 5 years | |||||||
Debt principal amount | $ 219,900 | 219,900 | ||||||
Interest expense | $ 0 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Derivative liability | $ 95,250 | $ 112,710 |
Convertible Promissory Note Payable One [Member] | Quick Capital LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability | 95,250 | 52,179 |
Convertible Promissory Note Payable One [Member] | BHP Capital NY [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability | $ 60,531 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Derivative [Line Items] | ||
Stock price | $ 0.067 | $ 0.30 |
Conversion price | $ 0.04655 | $ 0.2625 |
Measurement Input, Price Volatility [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 143 | 143 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 5.24 | 4.12 |
Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative instrument term | 30 days | 30 days |
SUMMARY OF WARRANTS AND OPTIONS
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) - shares | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
Equity [Abstract] | |||||||||
Shares Equivalent Options, beginning balance | |||||||||
Shares Equivalent Warrants, beginning balance | 88,889 | 88,889 | 88,889 | 53 | |||||
Shares Equivalent Total, beginning balance | 88,889 | 88,889 | 88,889 | 53 | |||||
Shares Equivalent Warrants expired, Options | |||||||||
Shares Equivalent Warrants expired, Warrants | (20) | ||||||||
Shares Equivalent Warrants expired,Total | (20) | ||||||||
Shares Equivalent Warrants expired, Options | |||||||||
Shares Equivalent Warrants expired, Warrants | (33) | ||||||||
Shares Equivalent Warrants expired,Total | (33) | ||||||||
Shares Equivalent Warrants issued, Options | [1] | [2] | [2] | [2] | |||||
Shares Equivalent Warrants issued, Warrants | 44,444 | [1] | [2] | [2] | 3,333 | [2] | |||
Shares Equivalent Warrants issued,Total | 44,444 | [1] | [2] | [2] | 3,333 | [2] | |||
Shares Equivalent Cashless exercise of warrants, Options | [2] | ||||||||
Shares Equivalent Cashless exercise of warrants, Warrants | [2] | (3,333) | |||||||
Shares Equivalent Cashless exercise of warrants,Total | [2] | (3,333) | |||||||
Shares Equivalent Two warrants issued on October 14, 2021, Options | [3] | ||||||||
Shares Equivalent Two warrants issued on October 14, 2021, Warrants | [3] | 88,889 | |||||||
Shares Equivalent Two warrants issued on October 14, 2021,Total | [3] | 88,889 | |||||||
Shares Equivalent Warrants issued, Options | [1] | [2] | [2] | [2] | |||||
Shares Equivalent Warrants issued, Warrants | (44,444) | [1] | [2] | [2] | (3,333) | [2] | |||
Shares Equivalent Warrants issued,Total | (44,444) | [1] | [2] | [2] | (3,333) | [2] | |||
Shares Equivalent Options, ending balance | |||||||||
Shares Equivalent Warrants, ending balance | 44,445 | 88,889 | 88,889 | 88,889 | |||||
Shares Equivalent Total, ending balance | 44,445 | 88,889 | 88,889 | 88,889 | |||||
[1]On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.[2]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 3,333 30.00 5 3,008 As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 44,444 shares of the Company’s common stock at an exercise price of $ 22.50 5 |
SUMMARY OF WARRANTS AND OPTIO_2
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) (Parenthetical) - $ / shares | Jun. 20, 2023 | Jan. 11, 2022 | Jan. 10, 2022 | Oct. 14, 2021 | Sep. 21, 2021 | Jul. 02, 2021 |
Number of shares issued | 7,270,000 | 3,810 | 3,810 | |||
Labrys Fund LP [Member] | ||||||
Number of right to purchase of shares | 3,333 | |||||
Exercise price | $ 30 | |||||
Warrant terms | 5 years | |||||
Number of shares issued | 3,008 | |||||
BHP Capital NY Inc and Quick Capital LLC [Member] | ||||||
Number of right to purchase of shares | 44,444 | |||||
Exercise price | $ 22.50 | |||||
Warrant terms | 5 years | |||||
Number of shares issued | 1,533 |
SUMMARY OF WARRANTS AND OUTSTAN
SUMMARY OF WARRANTS AND OUTSTANDING (Details) | Jun. 30, 2023 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants outstanding | 44,445 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants outstanding | 44,445 |
Warrants exercise price | $ / shares | $ 22.50 |
Expiration date | Oct. 14, 2026 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jun. 20, 2023 | Jan. 23, 2023 | Jan. 04, 2023 | Dec. 19, 2022 | Dec. 06, 2022 | Nov. 28, 2022 | Nov. 21, 2022 | Oct. 28, 2022 | Oct. 19, 2022 | Oct. 18, 2022 | Oct. 13, 2022 | Oct. 11, 2022 | Oct. 10, 2022 | 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. 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. 20, 2022 | Jan. 19, 2022 | Jan. 11, 2022 | Jan. 10, 2022 | Jan. 10, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Dec. 19, 2021 | Jan. 22, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Sep. 17, 2022 | Feb. 09, 2022 | Jul. 11, 2021 | Jul. 10, 2021 | Jun. 03, 2020 | Jul. 18, 2010 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.067 | $ 0.067 | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation liability | $ 98,813 | $ 98,813 | $ 95,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock authorizied | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 7,270,000 | 3,810 | 3,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 854,225 | $ 44,571 | $ 60,933 | $ 205,675 | $ 701,571 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | 1 for 1,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 8,814,613 | 8,814,613 | 1,147,827 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 2,892 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional and Consulting Fee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 2,892 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 13,446 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 1,480 | 1,480 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock splits common stock shares outstanding | 1,896,216,952 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock splits common stock shares outstanding | 1,264,165 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 authorizied | 1,000,000,000 | 1,000,000,000 | 3,000,000,000 | 500,000,000 | 500,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 116,318 | 38,397 | 88,706 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 11 | $ 4 | $ 9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 280,000 | 2,892 | 1,480 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 52,000 | 52,000 | 52,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 52,000 | 52,000 | 52,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Bill Edmonds [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 7,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued as compensation, shares | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued as compensation, value | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 59,048 | 57,270 | 53,968 | 49,873 | 41,905 | 44,286 | 23,537 | 22,132 | 21,361 | 19,048 | 19,048 | 15,250 | 9,524 | 14,132 | 9,217 | 7,619 | 4.4998 | 4,000 | 7,377 | 6,047 | 10,280 | 6,194 | 9,524 | 5,602 | 8,403 | 6,723 | 4,404 | 5,870 | 5,442 | 5,148 | 4,177 | 5,333 | 5,333 | 3,810 | 3,810 | 6,047 | 3,783 | 53,968 | ||||||||||||||||||||
Debt instrument, face amount | $ 15,500 | $ 13,530 | $ 15,710 | $ 9,081.05 | $ 22,200 | $ 17,300 | $ 16,267 | $ 15,700 | $ 15,000 | $ 14,000 | $ 20,000 | $ 15,000 | $ 23,000 | $ 15,000 | $ 14,000 | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 20,000 | $ 74,429 | $ 30,000 | $ 30,000 | $ 25,000 | $ 25,571 | $ 25,571 | $ 30,000 | $ 30,000 | $ 30,000 | $ 50,794 | $ 20,000 | ||||||||||||||||||||
Gain loss on conversion of debt instrument | 11,071 | 20,832 | $ 7,286 | 14,214 | 2,450 | 37,890 | 7,414 | 10,291 | 13,137 | 10,714 | 17,429 | 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 | |||||||||||||||||||||||
Stock issued during period value new issues | 26,571 | 34,362 | 24,286 | 29,924 | 11,531 | 60,090 | 24,714 | 26,558 | 28,837 | 25,714 | 31,429 | 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 | 44,025 | 40,816 | 44,788 | 34,461 | 52,800 | 44,571 | 69,841 | 56,738 | |||||||||||||||||||||||
Liability reduction | $ 15,500 | $ 13,530 | $ 17,000 | $ 15,710 | $ 9,081 | $ 22,200 | $ 17,300 | $ 16,267 | $ 15,700 | $ 15,000 | $ 14,000 | $ 20,000 | $ 15,000 | $ 23,000 | $ 15,000 | $ 14,000 | $ 11,101 | $ 13,020 | $ 24,400 | $ 20,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 30,000 | $ 30,000 | $ 20,000 | 74,429 | $ 30,000 | $ 30,000 | $ 25,000 | 37,571 | 37,571 | $ 30,000 | $ 30,000 | $ 30,000 | $ 50,794 | 32,667 | |||||||||||||||||||
Debt instrument, face amount | $ 30,404 | $ 12,667 | $ 17,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest | $ 12,000 | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 23,537 | 21,361 | 5,442 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 1,270,000 | 667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 280,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | $ 22,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 32,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Bradford [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 3,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued as compensation, shares | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued as compensation, value | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lloyd Spencer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 1,360 | 3,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued as compensation, shares | 131,829 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued as compensation, value | $ 98,872 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noteholder One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | 44,286 | 41,905 | 17,524 | 5,013 | 6,095 | 4,535 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 18,600 | $ 22,000 | $ 23,000 | $ 10,000 | $ 20,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion of debt instrument | 7,971 | 34,571 | 13,800 | 4,286 | 11,086 | 9,014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | 26,571 | 56,571 | 36,800 | 14,286 | 31,086 | 34,014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduction | $ 18,600 | $ 22,000 | $ 23,000 | $ 10,000 | $ 20,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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 the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 52,000 | 52,000 | 52,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 52,000 | 52,000 | 52,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Bill Edmonds [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 25,000 | 21,000 | 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation liability | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans payable | $ 21,000 | $ 6,000 |
SCHEDULE OF PROVISION FOR (BENE
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Expected tax at 21% | $ (223,244) | $ (141,452) | $ (267,454) | $ (245,907) |
Non-deductible stock-based compensation | 179,387 | 6,179 | 179,387 | 36,683 |
Non-deductible (non-taxable) derivative liability expense (income) | (2,099) | 17,454 | (3,667) | (129,079) |
Non-deductible amortization of debt discounts | 56,592 | 2,625 | 178,972 | |
Non-deductible loss on conversions of notes payable and accrued interest | 4,809 | 17,869 | 11,509 | 48,523 |
Increase (decrease) in Valuation allowance | 41,147 | 43,358 | 77,600 | 110,808 |
Provision for (benefit from) income taxes |
SCHEDULE OF PROVISION FOR (BE_2
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Expected tax rate | 21% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax perentage | 21% | |
Valuation allowance percentage against deferred tax assets | 100% | 100% |
Income tax expiration description | The net operating loss carryforward at June 30, 2023 for the years 2003 to 2017 expires in varying amounts from year 2023 to year 2037. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Jan. 09, 2020 | Dec. 04, 2019 | Jul. 17, 2017 | Jan. 01, 2016 | Jul. 31, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | [2] | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | [2] | Jul. 31, 2018 | |||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | $ 742,400 | $ 41,926 | $ 795,800 | $ 218,185 | ||||||||||||||||
Deferred compensation liability, current | $ 95,429 | $ 98,813 | $ 98,813 | $ 95,429 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | [1] | [2] | ||||||||||||||||||
Share price | $ 0.30 | $ 0.067 | $ 0.067 | $ 0.30 | ||||||||||||||||
Accounts payable, current | $ 3,090,211 | $ 3,053,696 | $ 3,053,696 | $ 3,090,211 | ||||||||||||||||
Compensatory Damages [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Compensatory damages seek | $ 350,000 | |||||||||||||||||||
Punitive Damages [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Compensatory damages seek | $ 3,500,000 | |||||||||||||||||||
Factor [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Amount not claimed to satisfy | $ 387,535 | |||||||||||||||||||
One Customer and Two Vendors [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Accounts payable, current | 487,615 | 487,615 | ||||||||||||||||||
Other Vendors [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Accounts payable, current | 2,566,081 | $ 2,566,081 | ||||||||||||||||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 9.30% | 19% | ||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Ownership percentage | 4.76% | |||||||||||||||||||
David A. Bradford [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Ownership percentage | 3.50% | |||||||||||||||||||
Deferred compensation | $ 19,947 | |||||||||||||||||||
Mr. Edmonds [Member] | Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Ownership percentage | 2.25% | |||||||||||||||||||
Mr. Spencer [Member] | Board of Directors Services Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Accrued salaries | 15,000 | $ 15,000 | ||||||||||||||||||
Lyell Environmental Services [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Monthly rent | 2,000 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Agreement term | three years | two-year period | five-year term | |||||||||||||||||
Officers compensation | $ 108,000 | |||||||||||||||||||
Increment percentage | 10% | |||||||||||||||||||
Deferred base salary in percentage | 7% | |||||||||||||||||||
Cash bonus percentage | 1.50% | |||||||||||||||||||
Adjusted ebitda | $ 2,000,000 | |||||||||||||||||||
After tax profits | $ 2,000,000 | |||||||||||||||||||
Compensation expense | 3,500 | |||||||||||||||||||
Accrued salaries | 21,000 | 21,000 | 21,000 | 21,000 | ||||||||||||||||
Accrued cash compensation | $ 27,250 | 48,250 | 48,250 | $ 27,250 | ||||||||||||||||
Deferred compensation liability, current | $ 0 | 0 | 0 | 0 | ||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Employment Agreement [Member] | Remit Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | 84,000 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Employment Agreement [Member] | Defer Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | $ 24,000 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Agreement [Member] | Incentive Stock Plan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Incentive bonus percentage | 1.50% | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Agreement term | three years | two-year period | five-year term | |||||||||||||||||
Officers compensation | $ 200,000 | |||||||||||||||||||
Increment percentage | 10% | |||||||||||||||||||
Deferred base salary in percentage | 7% | |||||||||||||||||||
Cash bonus percentage | 2.50% | |||||||||||||||||||
Adjusted ebitda | $ 2,000,000 | |||||||||||||||||||
Incentive bonus percentage | 2.50% | |||||||||||||||||||
After tax profits | $ 2,000,000 | |||||||||||||||||||
Deferred compensation liability, current | $ 95,429 | 98,813 | 98,813 | 95,429 | ||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Employment Agreement [Member] | Remit Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | 160,000 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Employment Agreement [Member] | Defer Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | $ 40,000 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | Mr. Spencer [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | $ 10,000 | |||||||||||||||||||
Compensation expense | $ 3,500 | |||||||||||||||||||
Accrued salaries | 21,000 | $ 21,000 | 21,000 | $ 21,000 | ||||||||||||||||
Accrued cash compensation | 10,500 | 31,500 | 31,500 | 10,500 | ||||||||||||||||
Workers' compensation liability | $ 5,000 | 15,000 | 15,000 | $ 5,000 | ||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 333 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,020 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 113 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | Lloyd Spencer [Member] | Board of Directors Services Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | $ 5,000 | |||||||||||||||||||
Share price | $ 5,000 | |||||||||||||||||||
Deep Green Waste & Recycling, LLC [Member] | Bill Edmonds [Member] | Board of Directors Services Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Officers compensation | $ 5,000 | |||||||||||||||||||
Accrued salaries | $ 15,000 | 15,000 | ||||||||||||||||||
Share price | $ 5,000 | |||||||||||||||||||
First Storage [Member] | Amwaste, Inc. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Monthly rent | 500 | |||||||||||||||||||
Second Storage [Member] | Amwaste, Inc. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Monthly rent | $ 100 | |||||||||||||||||||
[1]On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.[2]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 3,333 30.00 5 3,008 |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 30,295 | $ 36,616 | |
Current assets | 140,283 | 229,837 | |
Liabilities, current | 5,079,628 | 4,998,447 | |
Accumulated deficit | 13,645,026 | $ 12,371,437 | |
Net cash used in operating activities | $ 120,236 | $ 180,186 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Note Purchase Agreement [Member] - USD ($) | 5 Months Ended | |||||||
Jan. 08, 2024 | Dec. 04, 2023 | Nov. 06, 2023 | Oct. 09, 2023 | Sep. 06, 2023 | Aug. 14, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||||||
Combined loan amount | $ 750,000 | |||||||
Purchase amount | 500,000 | |||||||
Total proceeds | $ 100,000 | $ 150,000 | 250,000 | $ 500,000 | ||||
Repayment of notes payable | $ 250,000 | $ 200,000 | $ 200,000 | $ 100,000 | $ 750,000 |