Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55787 | |
Entity Registrant Name | BrewBilt Manufacturing Inc. | |
Entity Central Index Key | 0001641751 | |
Entity Primary SIC Number | 5047 | |
Entity Tax Identification Number | 47-0990750 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 110 Spring Hill Road | |
Entity Address, Address Line Two | #10 Grass Valley | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95945 | |
City Area Code | 530 | |
Local Phone Number | 802-5023 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,635,222,744 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 379,857 | $ 72,764 |
Accounts receivable | 910,338 | 97,701 |
Earnings in excess of billings | 238,247 | 489 |
Inventory | 68,478 | 44,223 |
Prepaid expenses | 9,811 | 8,552 |
Total current assets | 1,606,731 | 223,729 |
Property, plant and equipment, net | 112,210 | 109,339 |
Right-of-use asset | 236,494 | 246,968 |
Security deposit | 16,980 | 16,980 |
TOTAL ASSETS | 1,972,415 | 597,016 |
Current liabilities | ||
Accounts payable | 780,169 | 843,882 |
Accrued interest | 120,235 | 106,639 |
Accrued liabilities | 227,932 | 286,997 |
Billings in excess of revenue | 1,530,671 | 71,280 |
Current operating lease liabilities | 43,707 | 42,977 |
Convertible notes payable, net of discount | 152,333 | 149,988 |
Derivative liabilities | 1,935,295 | 2,373,176 |
Liability for unissued shares | 150,825 | 150,825 |
Promissory notes payable, net of discount | 216,716 | 101,056 |
Related party liabilities | 200,836 | 154,252 |
Total current liabilities | 5,358,719 | 4,281,072 |
Long term debt | 283,119 | 281,357 |
Non-current operating lease liabilities | 192,787 | 203,991 |
Total liabilities | 5,834,625 | 4,766,420 |
Commitments and Contingencies | ||
Stockholders' equity (deficit) | ||
Common stock, $0.001 par value; 20,000,000,000 authorized 4,351,431,054 shares issued and outstanding at March 31, 2021; 3,534,022,455 shares issued and outstanding at December 31, 2020 | 4,351,431 | 3,534,022 |
Additional paid in capital | 1,379,451 | (748,254) |
Accumulated deficit | (9,594,051) | (6,956,293) |
Total stockholder's deficit | (3,862,210) | (4,169,404) |
TOTAL LIABILITIES & EQUITY | 1,972,415 | 597,016 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Series A: $0.001 par value; 30,000,000 shares authorized 957,500 shares issued and outstanding at March 31, 2021; 1,120,000 shares issued and outstanding at December 31, 2020; Preferred stock, Series B: $0.001 par value; 1,000 shares authorized 1,000 shares issued and outstanding at March 31, 2021; 1,000 shares issued and outstanding at December 31, 2020 | 1,120 | 958 |
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Series A: $0.001 par value; 30,000,000 shares authorized 957,500 shares issued and outstanding at March 31, 2021; 1,120,000 shares issued and outstanding at December 31, 2020; Preferred stock, Series B: $0.001 par value; 1,000 shares authorized 1,000 shares issued and outstanding at March 31, 2021; 1,000 shares issued and outstanding at December 31, 2020 | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, issued | 4,351,431,054 | 3,534,022,455 |
Common stock, outstanding | 4,351,431,054 | 3,534,022,455 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 30,000,000 | 30,000,000 |
Preferred stock, issued | 957,500 | 1,120,000 |
Preferred stock, outstanding | 957,500 | 1,120,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 1,000 | 1,000 |
Preferred stock, outstanding | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 13,251 | $ 38,934 |
Cost of goods sold | 7,614 | 21,623 |
Gross profit (loss) | 5,637 | 17,311 |
Operating expenses: | ||
Consulting fees | 121,608 | 24,750 |
G&A expenses | 150,525 | 82,712 |
Professional fees | 80,702 | 47,370 |
Salaries and wages | 51,166 | 147,660 |
Total operating expense | 404,001 | 302,492 |
Loss from operations | (398,364) | (285,181) |
Other income (expenses) | ||
Debt forgiveness | 13,924 | |
Gain (loss) on derivative liability valuation | (1,033,712) | (1,710,732) |
Loss on conversion | (786,315) | |
Interest expenses | 433,291 | 140,476 |
Total other income/expenses | (2,239,394) | (1,851,208) |
Net loss before income taxes | (2,637,758) | (2,136,389) |
Income tax expense | ||
Net (loss) | $ (2,637,758) | $ (2,136,389) |
Weighted average shares outstanding - Basic | 3,996,863,319 | 34,595,672 |
Net (loss) per common shares - Basic | $ (0.0007) | $ (0.0618) |
Weighted average shares outstanding - Diluted | 3,996,863,319 | 34,595,672 |
Net (loss) per common shares - Diluted | $ (0.0007) | $ (0.0618) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred StockSeries A Preferred Stock [Member] | Preferred StockSeries B Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, amount at Dec. 31, 2019 | $ 400 | $ 10,343 | $ (15,240,774) | $ 9,368,557 | $ (5,861,474) | |
Beginning balance, in shares at Dec. 31, 2019 | 400,000 | 1,000 | 10,343,330 | |||
Conversion of promissory notes to stock | $ 32,261 | 366,617 | 398,878 | |||
Conversion of promissory notes to stock, in shares | 32,260,676 | |||||
Derivative settlements | (50,586) | (50,586) | ||||
Cancellation of stock issued for services | $ (8,008) | (42,257) | (50,265) | |||
Cancellation of stock issued for services (in shares) | (8,008,334) | |||||
Preferred stock converted to common stock | ||||||
Preferred stock issued for services | ||||||
Net loss | (2,136,389) | (2,136,389) | ||||
Ending balance, amount at Mar. 31, 2020 | $ 400 | $ 34,596 | (14,967,000) | 7,232,168 | (7,699,336) | |
Ending balance, in shares at Mar. 31, 2020 | 400,000 | 1,000 | 34,595,672 | |||
Beginning balance, amount at Dec. 31, 2020 | $ 1,120 | $ 3,534,022 | (748,254) | (6,956,293) | $ (4,169,404) | |
Beginning balance, in shares at Dec. 31, 2020 | 1,120,000 | 1,000 | 3,534,022,455 | 3,534,022,455 | ||
Conversion of promissory notes to stock | $ 175,061 | 1,448,275 | $ 1,623,336 | |||
Conversion of promissory notes to stock, in shares | 175,060,588 | |||||
Derivative settlements | 435,301 | (1,783,170) | ||||
Preferred stock converted to common stock | $ (172) | $ 570,299 | 216,188 | 786,315 | ||
Preferred stock converted to common stock (in shares) | (172,500) | 570,299,494 | ||||
Preferred stock issued for services | $ 10 | 99,990 | 100,000 | |||
Preferred stock issued for services (in shares) | 10,000 | |||||
Warrant exercise | $ 72,049 | (72,049) | ||||
Warrant exercise, in shares | 72,048,517 | |||||
Net loss | (2,637,758) | (2,637,758) | ||||
Ending balance, amount at Mar. 31, 2021 | $ 958 | $ 4,351,431 | $ 1,379,451 | $ (9,594,051) | $ (3,862,210) | |
Ending balance, in shares at Mar. 31, 2021 | 957,500 | 1,000 | 4,351,431,054 | 4,351,431,054 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net profit (loss) | $ (2,637,758) | $ (2,136,389) |
Adjustments to reconcile net income to net cash provided from operating activities: | ||
Amortization of debt discount and deferred financing costs | 392,362 | 58,224 |
Change in derivative liability | 1,033,712 | 1,710,732 |
Common stock issued for services | (100,000) | (25,000) |
Debt forgiveness | (13,924) | |
Depreciation and amortization of fixed assets | 8,950 | |
Loss on conversion | 786,315 | |
Preferred stock issued for services | 100,000 | |
Liability for unissued shares due to agreements | 25,000 | |
Decrease (increase) in operating assets | ||
Accounts receivable | (812,637) | (149,674) |
Deposits | (12,000) | |
Earnings in excess of billings | (237,758) | (90,250) |
Inventory | (24,255) | |
Prepaid expenses | (1,259) | 9,098 |
Other assets | (65) | |
Accounts payable | (63,713) | (38,775) |
Accrued interest | (45,085) | (78,849) |
Accrued liabilities | 90,909 | 51,721 |
Earnings in excess of revenues | 1,459,391 | 316,347 |
Long term debt | 1,762 | (33,710) |
Net cash provided( used by) operating activities | 127,182 | (235,892) |
Cash Flows From Investing Activities | ||
Property, plant and equipment, additions | (11,821) | |
Property, plant and equipment, reductions | 12,403 | |
Net cash used from investing activities | (11,821) | 12,403 |
Cash Flows From Financing Activities | ||
Proceeds from convertible debt | 185,000 | 185,000 |
Proceeds from promissory notes | 109,000 | |
Related party liabilities | (102,268) | 37,665 |
Net cash provided from financing activities | 191,732 | 222,665 |
Net increase (decrease) in cash | 307,093 | (824) |
Cash, beginning of year | 72,764 | 1,444 |
Cash, end of year | 379,857 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 11,072 | |
Schedule of non-cash investing & financing activities: | ||
Stock issued for debt conversion | 1,623,336 | 398,878 |
Derivative settlements | 435,301 | (50,586) |
Discount from derivative | 311,577 | 185,000 |
Preferred stock converted to common stock | 786,315 | |
Common stock converted to preferred stock | 100,000 | 500 |
Cashless warrant exercise | 72,049 | |
Cancellation of common stock issued for services | $ (50,265) |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Located in Grass Valley, CA, BrewBilt is one of the only California companies that custom designs, hand crafts, and integrates processing, fermentation and distillation processing systems for the craft beer, cannabis and hemp industries using “Best in Class” American made components integrated with stainless steel processing vessels using only American made steel. Founded in 2014, the company began in a backyard shop by Jeff Lewis with a vision of creating a profitable company in “Rural America” by hiring excellent personnel, designing and fabricating products to exceed customer’s expectations and compensating craftsmen with living wages and profit sharing to financially sustain their families within the community. Mr. Lewis has 15+ years of experience as a craft beer brewer, a custom tank/vessel designer, fabrication and integration expert and business owner who initially founded Portland Kettle Works, a nationally recognized manufacturer of craft beer brewing equipment located in the Northwest. The Company has grown from 3 employees in 2015 to 7 in 2021. BrewBilt has been built by having strong relationships with local suppliers of raw materials, equipment and services in California, an aggressive referral network of satisfied customers nationwide, and an Advisory Board consisting of successful business leaders that provide valuable product feedback and business expertise to management. The craft brewing & spirits industries continue to grow worldwide. California is where craft brewing began and now has over 900 operating breweries – being centrally located in this booming market was a large draw for BrewBilt to locate its manufacturing facility in the Sierra foothills. All BrewBilt products are designed and fabricated as “food grade” quality which enables the company to build vessels for food & beverage processing , the company is now building systems that are pharmaceutical grade for clients involved in distillation for the cannabis and hemp industries, thus making the revenue potential much greater. BrewBilt buys materials and components mostly from California suppliers which enables them to closely monitor quality, while the company’s revenues are generated from sales to customers throughout the country. The company is aggressively pursuing international orders and has held meetings with the Center for International Trade Development and U.S. Commercial Service to develop international opportunities. Presently, a great deal of sales interest in coming from Mexico, Japan, Europe, and Australia. BrewBilt competes against a number of companies, most of which are selling mass produced equipment from China made from less costly inferior quality Chinese steel which often is neither food nor pharmaceutical grade quality. While this broader market is extremely competitive, there continues to be little competition and strong market demand for higher quality, custom designed, hand crafted and integrated systems that BrewBilt produces. In July of 2016, BrewBilt moved from the small facility in Nevada City, CA to lease an eight thousand (8,000) square foot manufacturing facility in Grass Valley, CA. This facility was purchased by BrewBilt in January 2018 and upgraded with substantial tenant improvements. BrewBilt is prepared to expand again by leasing an additional seventy-six hundred (7,600) square feet in the same facility. BrewBilt obtains the majority of its leads through customer referrals and from online marketplaces. The company’s website is being expanded for online sales to include online educational/marketing videos that feature the company and its expanded integrated product line for the cannabis and hemp industries. BrewBilt has also created distribution sales agreements with individuals and companies to represent BrewBilt in both the domestic and international markets. Financial Statement Presentation The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Fiscal year end The Company has selected December 31 as its fiscal year end. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. COVID-19 The Company began seeing the impact of the COVID-19 pandemic on its business in early March 2020. The direct financial impact of the pandemic has primarily shown in significantly reduced production from the on-premises channel and higher labor and safety-related costs at the Company’s manufacturing facility. In addition to these direct financial impacts, COVID-19 related safety measures resulted in a reduction of manufacturing productivity. The Company will continue to assess and manage this situation and will provide a further update in each quarterly earnings release, to the extent that the effects of the COVID-19 pandemic are then known more clearly. Revenue Recognition and Related Allowances The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue and related cost of sales until all conditions are met. As of March 31, 2021 and December 31, 2020, the Company has deferred $1,530,671 and $71,280, respectively, in revenue, and $238,247 and $489 in cost of sales, respectively, related to customer orders in progress. These amounts are recorded as billings in excess of revenues and earnings in excess of billings in the accompanying balance sheets. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at March 31, 2021 and December 31, 2020 is $0. Inventories Inventories consist of raw materials, work in process and finished goods. Raw materials, which principally consist of raw stainless steel, raw stainless tubing, motors, pumps, and fittings, are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. During the year ended December 31, 2021, the Company wrote off $17,246 in obsolete inventory to the statement of operations. As of March 31, 2021 and December 31, 2020, the Company has inventory of $68,478 and $44,223, respectively. Goodwill The excess of the cost over the fair value of net assets of acquired in the Merger is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Warranty The Company is a manufacturer of products which are shipped to our customers directly from the Company. For products that are made from raw materials, the Company offers a 6-year limited warranty. The parts provided by outside vendors as finished goods that are added to a system produced by the Company as components, have a manufacturers’ warranty that is passed on to the end user of the complete system. To date, BrewBilt has spent less than $5,000 over the past 5 years for repairs (under warranty) on products they have built, with most of the costs going to cover travel and lodging expenses. As of March 31, 2021 and December 31, 2020, the Company has recorded a liability of $5,000 and $5,000, respectively, for warranties, which is included in accrued liabilities in the accompanying balance sheet. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the fiscal year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial assets and liabilities measured at fair value on a recurring basis: Input March 31, 2021 December 31, 2020 Level Fair Value Fair Value Derivative Liability 3 $ 1,935,295 $ 2,373,176 Total Financial Liabilities $ 1,935,295 $ 2,373,176 In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of March 31, 2021 and December 31, 2020, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities. Income Taxes The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2019, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2020, which is still open for examination. Basic and Diluted Loss Per Share In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Recent Accounting Pronouncements Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2021 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company has experienced net losses to date, and it has not generated sufficient revenue from operations to meet our operational overhead. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is preparing a strategy to meet operational shortfalls which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations. Historically, the Company’s sole officer and director has provided short term loans to meet working capital shortfalls. We have recently entered into financing agreements with various third parties to meet our capital needs in fiscal 2021. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
PREPAID EXPENSES | NOTE 3 - PREPAID EXPENSES Prepaid fees represent amounts paid in advance for future contractual benefits to be received. Contracting expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations when services are rendered, or over the life of the contract using the straight-line method. As of March 31, 2021 and December 31, 2020, prepaid expenses consisted of the following: March 31, December 31, 2021 2020 Prepaid insurance expenses $ 4,950 $ 3,691 Prepaid rent expense 4,861 4,861 $ 9,811 $ 8,552 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Computer Equipment $ 23,876 $ 23,876 Leasehold Improvements 59,121 59,121 Machinery 257,088 250,762 Software 23,183 17,688 Vehicles 6,717 6,717 369,985 358,164 Less accumulated amortization (3,395 ) (702 ) Less accumulated depreciation (254,380 ) (248,123 ) $ 112,210 $ 109,339 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
LEASES | NOTE 5 – LEASES The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date. Operating Leases Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our lease has a remaining lease term of less than 4 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, we will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight-line basis over the term of the lease. On January 1, 2018, the Company entered into a standard office lease for approximately 8,000 square feet of space, located in the Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945. The lease has a term of 10 years, from January 1, 2018 through January 1, 2028, with a monthly rent of $4,861. On January 1, 2020, the Company terminated the lease agreement dated January 1, 2018, and entered into a new office lease for the same space located in the Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945. The lease has a term of 5 years, from January 1, 2020 through December 31, 2025, with a monthly rent of $4,861. ROU assets and lease liabilities related to our operating lease is as follows: March 31, December 31, 2021 2020 Right-of-use assets $ 236,494 $ 246,968 Current operating lease liabilities 43,707 42,977 Non-current operating lease liabilities 192,787 203,991 The following is a schedule, by years, of future minimum lease payments required under the operating lease: Years Ending December 31, Operating Lease 2021 $ 43,751 2022 58,334 2023 58,334 2024 58,334 2025 58,335 Total 277,088 Less imputed interest 40,594 Total liability $ 236,494 |
ACCURED LIABILITIES
ACCURED LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
ACCURED LIABILITIES | NOTE 6 – ACCURED LIABILITIES As of March 31, 2021 and December 31, 2020, accrued liabilities were comprised of the following: March 31, December 31, 2021 2020 Accrued liabilities Accrued wages $ 31,294 $ 123,663 Credit card 1,879 19,893 Customer deposits 103,550 103,550 Sales tax payable 86,209 34,891 Warranty 5,000 5,000 Total accrued expenses $ 227,932 $ 286,997 |
BILLINGS IN EXCESS OF REVENUE A
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS | NOTE 7 – BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS Billings in excess of revenue is related to contracted amounts that have been invoiced to customers for which remaining performance obligations must be completed before the Company can recognize the revenue. Earnings in excess of billings is related to the cost of sales associated with the customer products that are incomplete. Changes in unearned revenue for the periods ended March 31, 2021 and December 31, 2020 were as follows: March 31, December 31, 2021 2020 Unearned revenue, beginning of the period $ 71,280 $ 1,511,096 Billings in excess of revenue during the period 1,459,391 71,280 Recognition of unearned revenue in prior periods — (1,511,096 ) Unearned revenue, end of the period $ 1,530,671 $ 71,280 As of March 31, 2021 and December 31, 2020, the Company has recorded $238,247 and $489, respectively in earnings in excess of billings for the cost of sales related to customer orders in progress. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable | |
CONVERTIBLE NOTE PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE As of March 31, 2021 and December 31, 2020, notes payable were comprised of the following: Original Original Due Interest Conversion March 31, December 31, Note Amount Note Date Date Rate Rate 2021 2020 Auctus Fund #11 113,000 8/19/2020 8/19/2021 12% Variable 113,000 113,000 CBP #3 30,000 5/1/2020 5/1/2021 10% Variable 9,576 30,000 CBP #4 30,000 7/23/2020 7/23/2021 10% Variable 30,000 30,000 EMA Financial #6 80,500 8/17/2020 5/17/2021 12% Variable — 80,500 EMA Financial #7 50,000 10/21/2020 7/21/2021 12% Variable 50,000 50,000 Emerging Corp Cap #1 83,333 2/12/2018 2/11/2019 22% Variable — 34,857 Emerging Corp Cap #2 110,000 10/31/2018 10/31/2019 12% Variable 110,000 110,000 GPL Ventures #1 25,000 10/14/2020 10/14/2021 10% Variable 25,000 25,000 GPL Ventures #2 25,000 3/10/2021 3/10/2022 10% Variable 25,000 — Mammoth Corp 33,000 11/19/2020 8/19/2021 0% Variable 33,000 33,000 Optempus #1 25,000 7/2/2020 7/2/2021 10% Variable 25,000 25,000 Optempus #2 25,000 7/7/2020 7/2/2021 10% Variable 25,000 25,000 Optempus #3 15,000 11/24/2020 11/24/2021 10% Variable 15,000 15,000 Optempus #4 40,000 12/29/2020 12/29/2021 10% Variable 40,000 40,000 Power Up Lending #14 43,000 7/30/2020 7/30/2021 10% Variable — 43,000 Power Up Lending #15 53,000 9/21/2020 9/21/2021 10% Variable — 53,000 Power Up Lending #16 43,000 10/14/2020 10/14/2021 10% Variable 43,000 43,000 Power Up Lending #17 43,500 12/7/2020 12/7/2021 10% Variable 43,500 43,500 Power Up Lending #18 43,500 1/14/2021 1/14/2022 10% Variable 43,500 — Power Up Lending #19 73,500 2/10/2021 2/10/2022 10% Variable 73,500 — Tri-Bridge #1 15,000 5/26/2020 5/26/2021 10% Variable 15,000 15,000 Tri-Bridge #2 25,000 7/24/2020 7/24/2021 10% Variable 10,000 10,000 Tri-Bridge #4 25,000 2/24/2021 8/24/2021 10% Variable 25,000 — $ 754,076 $ 818,857 Debt discount (556,156 ) (597,670 ) Financing costs/Original issue discount (45,587 ) (71,199 ) Notes payable, net of discount $ 152,333 $ 149,988 During the three months ending March 31, 2021, the Company received proceeds from new convertible notes of $185,000. The Company recorded no payments on their convertible notes and conversions of $256,781 of convertible note principal. The Company recorded loan fees on new convertible notes of $7,000, which increased the debt discounts recorded on the convertible notes during the three months ending March 31, 2021. All of the Company’s convertible notes have a conversion rate that is variable, and therefore, the Company has accounted for their conversion features as derivative instruments (see Note 10). The Company also recorded amortization of $385,702 on their convertible note debt discounts and loan fees. As of March 31, 2021, the convertible notes payable are convertible into 372,720,010 shares of the Company’s common stock. During the three months ended March 31, 2021, the Company recorded interest expense of $26,016 on its convertible notes payable. During the three months ended March 31, 2021, the Company recorded conversions of $16,185 of note interest and $2,500 in conversion fees. As of March 31, 2021, the accrued interest balance was $79,762. As of March 31, 2021, we have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES PAYABLE | NOTE 9 – PROMISSORY NOTES PAYABLE On June 19, 2020, the Company received funding pursuant to a promissory note. for $108,000 of which $93,090 was received in cash and $14,910 was recorded as transaction fees. The note bears interest of 12% (increases to 24% per annum upon an event of default) and matures on June 19, 2021. As of March 31, 2021, the company has amortized $11,642 of the financing costs to the statement of operations. As of March 31, 2021, the note has a principal balance of $108,000 and accrued interest of $10,119. On January 5, 2021, the Company received funding pursuant to a promissory note. for $50,000 of which $39,000 was received in cash and $11,000 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default) and matures on January 5, 2022. As of March 31, 2021, the company has amortized $2,562 of the financing costs to the statement of operations. As of March 31, 2021, the note has a principal balance of $50,000 and accrued interest of $1,397. On March 17, 2021, the Company received funding pursuant to a promissory note. for $80,500 of which $70,000 was received in cash and $10,500 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default) and matures on March 17, 2022. As of March 31, 2021, the company has amortized $422 of the financing costs to the statement of operations. As of March 31, 2021, the note has a principal balance of $80,500 and accrued interest of $371. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 10 – DERIVATIVE LIABIITIES During the three months ended March 31, 2021, the Company valued the embedded conversion feature of the convertible notes and warrants. The Company uses the Black-Scholes option pricing model to estimate fair value for those instruments convertible into common shares at inception, at conversion or extinguishment date, and at each reporting date. The following table represents the Company’s derivative liability activity for the embedded conversion features for the three months ended March 31, 2021: Notes Warrants Total Balance, beginning of period $ 2,311,296 $ 61,880 $ 2,373,176 Initial recognition of derivative liability 1,233,308 126,577 1,359,885 Derivative settlements (1,437,337 ) (345,833 ) (1,783,170 ) Loss (gain) on derivative liability valuation (551,954 ) 537,358 (14,596 ) Balance, end of period $ 1,555,313 $ 379,982 $ 1,935,295 Convertible Notes The fair value at the commitment date for the convertible notes and warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2021: Valuation date Expected dividends 0% Expected volatility 187.64% - 341.60% Expected term .12 - 1 year Risk free interest .01% - .18% Warrants We account for common stock purchase warrants as derivative liabilities and debt issuance costs on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the warrant. On June 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,400,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on June 19, 2025. On June 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,400,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on June 19, 2025. On July 23, 2020, the Company executed a Common Stock Purchase Warrant for 1,153,846 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.026 per share and expire on July 23, 2025. On August 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,650,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on August 19, 2025. On August 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,650,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on August 19, 2025. On January 5, 2021, the Company executed a Common Stock Purchase Warrant for 25,000,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.002 per share and expire on January 5, 2026. On January 5, 2021, the Company executed a Common Stock Purchase Warrant for 25,000,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.002 per share and expire on January 5, 2026. During the three months ended March 31, 2021, warrant holders exercised the warrants and the Company issued 72,048,517 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms. The Company evaluated all outstanding warrants to determine whether these instruments may be tainted. All warrants outstanding were considered tainted. The fair value at the valuation dates were based upon the following management assumptions: Valuation date Expected dividends 0% Expected volatility 718.72% - 920.43% Expected term 4.22 - 5 years Risk free interest .27% - .64% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Mr. Jef Lewis, Chief Executive Officer, Chairman of the Board, President, Secretary, and Treasurer On November 22, 2019, the Company appointed Jeffrey Lewis as the new Chief Executive Officer, Chairman of the Board, Corporate President, Secretary, and Treasurer of the Company. The Company and Mr. Lewis entered into an Employee Agreement that included the issuance of 1,000 Preferred Series B Control Shares, and an annual salary of $200,000. Unpaid wages will accrue interest at 6% per annum and may be converted to restricted common stock at fair market value at the time of conversion. During the three months ended March 31, 2021, the Company accrued wages of $50,000, interest of $1,445 and made payments of $74,344. As of March 31, 2021, the Company owed Mr. Lewis $68,025 in accrued wages and $6,401 in accrued interest. The Company is periodically advanced noninterest bearing operating funds from related parties. The advances are due on demand and unsecured. As of March 31, 2021 and December 31, 2020, the Company owed Mr. Lewis $743 and $743, respectively for advances to the Company. Mr. Samuel Berry, Director On November 22, 2019, the Company entered into a Consulting Agreement with Mr. Samuel Berry. Mr. Berry will receive an annual salary of $50,000, payable in quarterly installments at $12,500 per quarter. |
LONG TERM DEBT
LONG TERM DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG TERM DEBT | NOTE 12 – LONG TERM DEBT As of March 31, 2021 and December 31, 2020, long term debt was comprised of the following: March 31, December 31, 2021 2020 Long term debt Equipment loan 115,614 115,614 Line of credit 105,917 104,155 Other loans 61,588 61,588 Total long term debt $ 283,119 $ 281,357 Paycheck Protection Program Loan On May 11, 2020, the Company was granted a loan (the “Loan”) from BSD Capital, LLC dba Lendistry, in the amount of $61,558, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan, which was in the form of a Note dated May 11, 2020, issued by the Borrower, matures on May 11, 2022, and bears interest at a rate of 1% per annum, payable monthly commencing on November 11, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 13 – PREFERRED STOCK On March 28, 2017, the Company filed an amendment to its articles of incorporation designating 20,000 shares of its authorized preferred stock, par value $0.001 as Series B Voting Preferred Stock. The Series B Voting Preferred Stock shall have the right to vote the shares on any matter requiring shareholder approval on the basis of 4 times the votes of all the issued and outstanding shares of common stock, as well as any issued and outstanding preferred stock. On July 1, 2019, the Company filed a Certificate of Amendment to increase the number of authorized Series A Preferred Stock to 30,000,000, with a par value of $0.001. Each share of Preferred Series A Stock shall have a value of $10 per share and will convert into common stock at the closing price of the common stock on the date of conversion. The Series A stock shall have no voting rights on corporate matters, unless and until the Series A shares are converted into Common Shares, at which time they will have the same voting rights as all Common Shareholders have; their consent shall not be required for taking any corporate action. Pursuant to the Merger Agreement dated November 22, 2019, the Company will issue $5,000,000 worth of Preferred Series A Stock to Mr. Lewis. The number of Preferred Series A shares to be issued is 500,000 shares at a price of $10.00 per share and convertible pursuant the conversion rights as specified in the Articles of Incorporation and Certificate of Designation for the Company. As of December 31, 2019, the shares had not been issued, and the Company recorded a liability for unissued shares in the amount of $500, goodwill of $2,289,884 and $2,289,334 to additional paid in capital. On March 1, 2020, 500,000 shares of Preferred Series A Shares were issued pursuant to the Merger Agreement, and a $500 liability for unissued shares was reclassed to equity. On April 6, 2020, the Company executed an addendum to the Distribution & Licensing Agreement dated November 19, 2019, with Bgreen Partners, Inc. The Company issued 400,000 Preferred Series A shares at a price of $10.00 per share which are convertible pursuant the conversion rights as specified in the Articles of Incorporation and certificate of designation for the Company. On October 15, 2020, the Company entered into an IP Purchase and License Agreement with Maguire & Associates, LLC in the amount of $5,000,000. The Company issued 500,000 Preferred Series A shares at a price of $10.00 per share which are convertible pursuant the conversion rights as specified in the Articles of Incorporation and certificate of designation for the Company. On November 20, 2020, Mr. Lewis converted 70,000,000 common shares at a price of $.0018 per share into 54,000 Preferred Series A Shares at a price of $10 per share. The conversion resulted in a loss of $414,000 which was recorded to the statement of operations. During the year ended December 31, 2020, 734,000 shares of Series A Preferred stock were converted to 2,416,667,054 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $1,572,272 which was recorded to the statement of operations. On January 1, 2021, the Company issued 10,000 shares of Series A Preferred stock to Bennett Buchanan pursuant to his Consulting Agreement. During the three months ended March 31, 2021, 172,500 shares of Series A Preferred stock were converted to 570,299,494 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $786,315 which was recorded to the statement of operations. As of March 31, 2021, 30,000,000 Series A Preferred shares and 1,000 Series B Preferred shares were authorized, of which 957,500 Series A shares were issued and outstanding, and 1,000 Series B shares were issued and outstanding. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
COMMON STOCK | NOTE 14 – COMMON STOCK On April 22, 2019, the Company approved the authorization of a 1 for 3,000 reverse stock split of the Company’s outstanding shares of common stock. The Company’s financial statements have been retroactively adjusted for this stock split for all periods presented. During the year ended December 31, 2019, the holder of a convertible note converted $1,148 of accrued interest and $500 in conversion fees into 400,000 shares of common stock. The common stock was valued at $5,077 based on the market price of the Company’s stock on the date of conversion. On March 17, 2020, the Company’s former President cancelled 8,008,334 shares of common stock issued to settle debt of $25,342 and $25,000 in stock based compensation pursuant to an employee agreement. The cancellation resulted in a liability of unissued shares of $25,000 and an increase in related party liabilities of $25,342. On December 31, 2020, Mr. Rushford agreed to forgive the debt and $50,342 was recorded to additional paid in capital. On March 25, 2020, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 5,000,000,000 to 10,000,000,000 with a par value of $0.001. On November 20, 2020, Mr. Lewis converted 70,000,000 common shares at a price of $.0018 per share into 54,000 Preferred Series A Shares at a price of $10 per share. The conversion resulted in a loss of $414,000 which was recorded to the statement of operations. On December 4, 2020, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 10,000,000,000 to 20,000,000,000 with a par value of $0.001. During the year ended December 31, 2020, 734,000 shares of Series A Preferred stock were converted to 2,416,667,054 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $1,572,272 which was recorded to the statement of operations. During the year ended December 31, 2020, the holders of a convertible notes converted $1,388,809 of principal, $351,376 of accrued interest and $39,275 in conversion fees into 1,023,817,685 shares of common stock. The common stock was valued at $8,141,166 based on the market price of the Company’s stock on the date of conversion. During the three months ended March 31, 2021, warrant holders exercised the warrants and the Company issued 72,048,517 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms. During the three months ended March 31, 2021, 172,500 shares of Series A Preferred stock were converted to 570,299,494 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $786,315 which was recorded to the statement of operations. During the three months ended March 31, 2021, the holders of a convertible notes converted $256,781 of principal, $16,185 of accrued interest and $2,500 in conversion fees into 175,060,588 shares of common stock. The common stock was valued at $1,623,336 based on the market price of the Company’s stock on the date of conversion. As of March 31, 2021, 20,000,000,000 were authorized, of which 4,351,431,054 shares are issued and outstanding. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAX Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The deferred tax asset and the valuation allowance consist of the following at March 31, 2021: March 31, 2021 Net operating loss $ 811,261 Statutory rate 21 % Expected tax recovery 170,365 Change in valuation allowance (170,365 ) Income tax provision $ — Components of deferred tax asset: Non-capital tax loss carry-forwards 170,365 Less: valuation allowance (170,365 ) Net deferred tax asset $ — As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2019, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2020, which is still open for examination. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 16 – COMMITMENTS AND CONTINGENCIES Consulting Agreement On January 1, 2021, the Company entered into a Consulting Agreement with Bennett Buchanan to assist with marketing, advertising, customer relations, and licensing and compliance regulatory requirements. The term of the Agreement is for two years and may be terminated or extended upon mutual agreement of both parties pursuant with a thirty-day written notice. The Company will pay the Consultant a monthly fee of $3,000 and $100,000 in Series A Stock during the term of the agreement. In addition, the Consultant will receive a 2% commission on gross sales for each customer sale closed by the Consultant. Operating Lease On January 1, 2020, the Company entered into a new office lease for space located in the Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945. The lease has a term of 5 years, from January 1, 2020 through December 31, 2025, with a monthly rent of $4,861. Service Agreement On June 12, 2018, the Company entered into a preventative maintenance service agreement with Atlas Copco Compressions LLC. The agreement is for a period of 5 years, at a cost of $145.13 per month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Subsequent Issuances On April 6, 2021, 7,500 shares of Preferred Series A stock was converted into 50,000,000 shares of common stock. On April 13, 2021, 10,000 shares of Preferred Series A stock was issued to employee Jesse Prim at $10 per share. On April 13, 2021, 10,000 shares of Preferred Series A stock was issued to employee Corbin Boyle at $10 per share. On April 15, 2021, 18,900 shares of Preferred Series A stock was converted into 60,000,000 shares of common stock. On April 15, 2021, the holder of a convertible note converted a total of $45,150 of principal and interest into 19,630,435 shares of our common stock. On April 19, 2021, 15,000 shares of Preferred Series A stock was converted into 125,000,000 shares of common stock. On April 28, 2021, the holder of a convertible note converted a total of $54,123 of principal, interest, and fees into 29,161,255 shares of our common stock. The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events to disclose. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Located in Grass Valley, CA, BrewBilt is one of the only California companies that custom designs, hand crafts, and integrates processing, fermentation and distillation processing systems for the craft beer, cannabis and hemp industries using “Best in Class” American made components integrated with stainless steel processing vessels using only American made steel. Founded in 2014, the company began in a backyard shop by Jeff Lewis with a vision of creating a profitable company in “Rural America” by hiring excellent personnel, designing and fabricating products to exceed customer’s expectations and compensating craftsmen with living wages and profit sharing to financially sustain their families within the community. Mr. Lewis has 15+ years of experience as a craft beer brewer, a custom tank/vessel designer, fabrication and integration expert and business owner who initially founded Portland Kettle Works, a nationally recognized manufacturer of craft beer brewing equipment located in the Northwest. The Company has grown from 3 employees in 2015 to 7 in 2021. BrewBilt has been built by having strong relationships with local suppliers of raw materials, equipment and services in California, an aggressive referral network of satisfied customers nationwide, and an Advisory Board consisting of successful business leaders that provide valuable product feedback and business expertise to management. The craft brewing & spirits industries continue to grow worldwide. California is where craft brewing began and now has over 900 operating breweries – being centrally located in this booming market was a large draw for BrewBilt to locate its manufacturing facility in the Sierra foothills. All BrewBilt products are designed and fabricated as “food grade” quality which enables the company to build vessels for food & beverage processing , the company is now building systems that are pharmaceutical grade for clients involved in distillation for the cannabis and hemp industries, thus making the revenue potential much greater. BrewBilt buys materials and components mostly from California suppliers which enables them to closely monitor quality, while the company’s revenues are generated from sales to customers throughout the country. The company is aggressively pursuing international orders and has held meetings with the Center for International Trade Development and U.S. Commercial Service to develop international opportunities. Presently, a great deal of sales interest in coming from Mexico, Japan, Europe, and Australia. BrewBilt competes against a number of companies, most of which are selling mass produced equipment from China made from less costly inferior quality Chinese steel which often is neither food nor pharmaceutical grade quality. While this broader market is extremely competitive, there continues to be little competition and strong market demand for higher quality, custom designed, hand crafted and integrated systems that BrewBilt produces. In July of 2016, BrewBilt moved from the small facility in Nevada City, CA to lease an eight thousand (8,000) square foot manufacturing facility in Grass Valley, CA. This facility was purchased by BrewBilt in January 2018 and upgraded with substantial tenant improvements. BrewBilt is prepared to expand again by leasing an additional seventy-six hundred (7,600) square feet in the same facility. BrewBilt obtains the majority of its leads through customer referrals and from online marketplaces. The company’s website is being expanded for online sales to include online educational/marketing videos that feature the company and its expanded integrated product line for the cannabis and hemp industries. BrewBilt has also created distribution sales agreements with individuals and companies to represent BrewBilt in both the domestic and international markets. |
Financial Statement Presentation | Financial Statement Presentation The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Fiscal year end | Fiscal year end The Company has selected December 31 as its fiscal year end. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. |
Revenue recognition and related allowances | COVID-19 The Company began seeing the impact of the COVID-19 pandemic on its business in early March 2020. The direct financial impact of the pandemic has primarily shown in significantly reduced production from the on-premises channel and higher labor and safety-related costs at the Company’s manufacturing facility. In addition to these direct financial impacts, COVID-19 related safety measures resulted in a reduction of manufacturing productivity. The Company will continue to assess and manage this situation and will provide a further update in each quarterly earnings release, to the extent that the effects of the COVID-19 pandemic are then known more clearly. Revenue Recognition and Related Allowances The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue and related cost of sales until all conditions are met. As of March 31, 2021 and December 31, 2020, the Company has deferred $1,530,671 and $71,280, respectively, in revenue, and $238,247 and $489 in cost of sales, respectively, related to customer orders in progress. These amounts are recorded as billings in excess of revenues and earnings in excess of billings in the accompanying balance sheets. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at March 31, 2021 and December 31, 2020 is $0. |
Inventories | Inventories Inventories consist of raw materials, work in process and finished goods. Raw materials, which principally consist of raw stainless steel, raw stainless tubing, motors, pumps, and fittings, are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. During the year ended December 31, 2021, the Company wrote off $17,246 in obsolete inventory to the statement of operations. As of March 31, 2021 and December 31, 2020, the Company has inventory of $68,478 and $44,223, respectively. |
Goodwill | Goodwill The excess of the cost over the fair value of net assets of acquired in the Merger is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. |
Warranty | Warranty The Company is a manufacturer of products which are shipped to our customers directly from the Company. For products that are made from raw materials, the Company offers a 6-year limited warranty. The parts provided by outside vendors as finished goods that are added to a system produced by the Company as components, have a manufacturers’ warranty that is passed on to the end user of the complete system. To date, BrewBilt has spent less than $5,000 over the past 5 years for repairs (under warranty) on products they have built, with most of the costs going to cover travel and lodging expenses. As of March 31, 2021 and December 31, 2020, the Company has recorded a liability of $5,000 and $5,000, respectively, for warranties, which is included in accrued liabilities in the accompanying balance sheet. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the fiscal year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Fair Value Measurements | Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial assets and liabilities measured at fair value on a recurring basis: Input March 31, 2021 December 31, 2020 Level Fair Value Fair Value Derivative Liability 3 $ 1,935,295 $ 2,373,176 Total Financial Liabilities $ 1,935,295 $ 2,373,176 In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of March 31, 2021 and December 31, 2020, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities. |
Income taxes | Income Taxes The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2019, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2020, which is still open for examination. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
New Accounting Pronouncements | Recent Accounting Pronouncements Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2021 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of the fair value of our derivative liabilities | Financial assets and liabilities measured at fair value on a recurring basis: Input March 31, 2021 December 31, 2020 Level Fair Value Fair Value Derivative Liability 3 $ 1,935,295 $ 2,373,176 Total Financial Liabilities $ 1,935,295 $ 2,373,176 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Computer Equipment $ 23,876 $ 23,876 Leasehold Improvements 59,121 59,121 Machinery 257,088 250,762 Software 23,183 17,688 Vehicles 6,717 6,717 369,985 358,164 Less accumulated amortization (3,395 ) (702 ) Less accumulated depreciation (254,380 ) (248,123 ) $ 112,210 $ 109,339 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Schedule of Right of use of assets and lease liabilities | ROU assets and lease liabilities related to our operating lease is as follows: March 31, December 31, 2021 2020 Right-of-use assets $ 236,494 $ 246,968 Current operating lease liabilities 43,707 42,977 Non-current operating lease liabilities 192,787 203,991 The following is a schedule, by years, of future minimum lease payments required under the operating lease: Years Ending December 31, Operating Lease 2021 $ 43,751 2022 58,334 2023 58,334 2024 58,334 2025 58,335 Total 277,088 Less imputed interest 40,594 Total liability $ 236,494 |
ACCURED LIABILITIES (Tables)
ACCURED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Schedule of Accured Liabilities | As of March 31, 2021 and December 31, 2020, accrued liabilities were comprised of the following: March 31, December 31, 2021 2020 Accrued liabilities Accrued wages $ 31,294 $ 123,663 Credit card 1,879 19,893 Customer deposits 103,550 103,550 Sales tax payable 86,209 34,891 Warranty 5,000 5,000 Total accrued expenses $ 227,932 $ 286,997 |
BILLINGS IN EXCESS OF REVENUE_2
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Schedule of Changes in unearned revenue | Changes in unearned revenue for the periods ended March 31, 2021 and December 31, 2020 were as follows: March 31, December 31, 2021 2020 Unearned revenue, beginning of the period $ 71,280 $ 1,511,096 Billings in excess of revenue during the period 1,459,391 71,280 Recognition of unearned revenue in prior periods — (1,511,096 ) Unearned revenue, end of the period $ 1,530,671 $ 71,280 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Convertible Notes Payable Tables Abstract | |
Schedule of Notes payable | As of March 31, 2021 and December 31, 2020, notes payable were comprised of the following: Original Original Due Interest Conversion March 31, December 31, Note Amount Note Date Date Rate Rate 2021 2020 Auctus Fund #11 113,000 8/19/2020 8/19/2021 12% Variable 113,000 113,000 CBP #3 30,000 5/1/2020 5/1/2021 10% Variable 9,576 30,000 CBP #4 30,000 7/23/2020 7/23/2021 10% Variable 30,000 30,000 EMA Financial #6 80,500 8/17/2020 5/17/2021 12% Variable — 80,500 EMA Financial #7 50,000 10/21/2020 7/21/2021 12% Variable 50,000 50,000 Emerging Corp Cap #1 83,333 2/12/2018 2/11/2019 22% Variable — 34,857 Emerging Corp Cap #2 110,000 10/31/2018 10/31/2019 12% Variable 110,000 110,000 GPL Ventures #1 25,000 10/14/2020 10/14/2021 10% Variable 25,000 25,000 GPL Ventures #2 25,000 3/10/2021 3/10/2022 10% Variable 25,000 — Mammoth Corp 33,000 11/19/2020 8/19/2021 0% Variable 33,000 33,000 Optempus #1 25,000 7/2/2020 7/2/2021 10% Variable 25,000 25,000 Optempus #2 25,000 7/7/2020 7/2/2021 10% Variable 25,000 25,000 Optempus #3 15,000 11/24/2020 11/24/2021 10% Variable 15,000 15,000 Optempus #4 40,000 12/29/2020 12/29/2021 10% Variable 40,000 40,000 Power Up Lending #14 43,000 7/30/2020 7/30/2021 10% Variable — 43,000 Power Up Lending #15 53,000 9/21/2020 9/21/2021 10% Variable — 53,000 Power Up Lending #16 43,000 10/14/2020 10/14/2021 10% Variable 43,000 43,000 Power Up Lending #17 43,500 12/7/2020 12/7/2021 10% Variable 43,500 43,500 Power Up Lending #18 43,500 1/14/2021 1/14/2022 10% Variable 43,500 — Power Up Lending #19 73,500 2/10/2021 2/10/2022 10% Variable 73,500 — Tri-Bridge #1 15,000 5/26/2020 5/26/2021 10% Variable 15,000 15,000 Tri-Bridge #2 25,000 7/24/2020 7/24/2021 10% Variable 10,000 10,000 Tri-Bridge #4 25,000 2/24/2021 8/24/2021 10% Variable 25,000 — $ 754,076 $ 818,857 Debt discount (556,156 ) (597,670 ) Financing costs/Original issue discount (45,587 ) (71,199 ) Notes payable, net of discount $ 152,333 $ 149,988 |
DERIVATIVE LIABIITIES (Tables)
DERIVATIVE LIABIITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Liabiities | |
Schedule of fair value of the conversion feature convertible note | The following table represents the Company’s derivative liability activity for the embedded conversion features for the three months ended March 31, 2021: Notes Warrants Total Balance, beginning of period $ 2,311,296 $ 61,880 $ 2,373,176 Initial recognition of derivative liability 1,233,308 126,577 1,359,885 Derivative settlements (1,437,337 ) (345,833 ) (1,783,170 ) Loss (gain) on derivative liability valuation (551,954 ) 537,358 (14,596 ) Balance, end of period $ 1,555,313 $ 379,982 $ 1,935,295 The fair value at the commitment date for the convertible notes and warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2021: Valuation date Expected dividends 0% Expected volatility 187.64% - 341.60% Expected term .12 - 1 year Risk free interest .01% - .18% The fair value at the valuation dates were based upon the following management assumptions: Valuation date Expected dividends 0% Expected volatility 718.72% - 920.43% Expected term 4.22 - 5 years Risk free interest .27% - .64% |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long term Debt | As of March 31, 2021 and December 31, 2020, long term debt was comprised of the following: March 31, December 31, 2021 2020 Long term debt Equipment loan 115,614 115,614 Line of credit 105,917 104,155 Other loans 61,588 61,588 Total long term debt $ 283,119 $ 281,357 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Deferred Tax Asset and Valuation Allowance | The deferred tax asset and the valuation allowance consist of the following at March 31, 2021: March 31, 2021 Net operating loss $ 811,261 Statutory rate 21 % Expected tax recovery 170,365 Change in valuation allowance (170,365 ) Income tax provision $ — Components of deferred tax asset: Non-capital tax loss carry-forwards 170,365 Less: valuation allowance (170,365 ) Net deferred tax asset $ — |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash equivalent term (In days) | 90 days |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - Derivative [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value of Liability | $ 1,935,295 | $ 2,373,176 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Liability | $ 1,935,295 | $ 2,373,176 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes to Financial Statements | ||
Prepaid Insurance Expenses | $ 4,950 | $ 3,691 |
Prepaid Rent Expenses | 4,861 | 4,861 |
Prepaid expenses | $ 9,811 | $ 8,552 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total | $ 369,985 | $ 358,164 |
Less accumulated depreciation | (254,380) | (248,123) |
Net | 112,210 | 109,339 |
Computer Equipment | ||
Total | 23,876 | 23,876 |
Leasehold Improvements | ||
Total | 59,121 | 59,121 |
Machinery | ||
Total | 257,088 | 250,762 |
Software | ||
Total | 23,183 | 17,688 |
Less accumulated depreciation | (3,395) | (702) |
Vehicles | ||
Total | $ 6,717 | $ 6,717 |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes to Financial Statements | ||
Right-of-use assets | $ 236,494 | $ 246,968 |
Current lease liabilities | 43,707 | 42,977 |
Non-current lease liabilities | $ 192,787 | $ 203,991 |
LEASES (Details 2)
LEASES (Details 2) | Mar. 31, 2021USD ($) |
Leases | |
2021 | $ 43,751 |
2022 | 58,334 |
2023 | 58,334 |
2024 | 58,334 |
2025 | 58,335 |
Total | 277,088 |
Less imputed interest | 40,594 |
Total liability | $ 236,494 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jan. 02, 2020USD ($)ft² |
Notes to Financial Statements | |
Lease Area | ft² | 8,000 |
Property Description | Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945 |
Lease Term | 5 years |
Monthly Rent | $ | $ 4,861 |
ACCURED LIABILITIES (Details)
ACCURED LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Accured Liabilities Details Abstract | ||
Accrued wages | $ 31,294 | $ 123,663 |
Credit card | 1,879 | 19,893 |
Customer deposits | 103,550 | 103,550 |
Sales tax payable | 86,209 | 34,891 |
Warranty | 5,000 | 5,000 |
Total accrued expenses | $ 227,932 | $ 286,997 |
BILLINGS IN EXCESS OF REVENUE_3
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes to Financial Statements | ||
Unearned revenue, beginning of the period | $ 71,280 | $ 1,511,096 |
Billings in excess of revenue during the period | 1,459,391 | 1,459,391 |
Recognition of unearned revenue in prior periods | (1,511,096) | |
Unearned revenue, end of the period | $ 1,530,671 | $ 71,280 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes payable | $ 754,076 | $ 818,857 |
Debt discount | (556,156) | (597,670) |
Financing costs./Original issue discount | (45,587) | (71,199) |
Notes payable, net of discount | 152,333 | 149,988 |
Auctus Fund #11 | ||
Original Note Amount | $ 113,000 | $ 113,000 |
Derivative, Inception Date | Aug. 19, 2020 | |
Derivative, Maturity Date | Aug. 19, 2021 | |
Derivative, Variable Interest Rate | 12.00% | 12.00% |
Notes payable | $ 113,000 | $ 113,000 |
CBP #3 | ||
Original Note Amount | $ 30,000 | $ 30,000 |
Derivative, Inception Date | May 1, 2020 | |
Derivative, Maturity Date | May 1, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 9,576 | $ 30,000 |
CBP #4 | ||
Original Note Amount | $ 30,000 | $ 30,000 |
Derivative, Inception Date | Jul. 23, 2020 | |
Derivative, Maturity Date | Jul. 23, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 30,000 | $ 30,000 |
EMA Financial #6 | ||
Original Note Amount | $ 80,500 | $ 80,500 |
Derivative, Inception Date | Aug. 17, 2020 | |
Derivative, Maturity Date | May 17, 2021 | |
Derivative, Variable Interest Rate | 12.00% | 12.00% |
Notes payable | $ 80,500 | |
EMA Financial #7 | ||
Original Note Amount | $ 50,000 | $ 50,000 |
Derivative, Inception Date | Oct. 21, 2020 | |
Derivative, Maturity Date | Jul. 21, 2021 | |
Derivative, Variable Interest Rate | 12.00% | 12.00% |
Notes payable | $ 50,000 | $ 50,000 |
Emerging Corp Capital #1 | ||
Original Note Amount | $ 83,333 | $ 83,333 |
Derivative, Inception Date | Feb. 12, 2018 | |
Derivative, Maturity Date | Feb. 11, 2019 | |
Derivative, Variable Interest Rate | 22.00% | 22.00% |
Notes payable | $ 34,857 | |
Emerging Corp Capital #2 | ||
Original Note Amount | $ 110,000 | $ 110,000 |
Derivative, Inception Date | Oct. 31, 2018 | |
Derivative, Maturity Date | Oct. 31, 2019 | |
Derivative, Variable Interest Rate | 12.00% | 12.00% |
Notes payable | $ 110,000 | $ 110,000 |
GPL Ventures #1 | ||
Original Note Amount | $ 25,000 | $ 25,000 |
Derivative, Inception Date | Oct. 14, 2020 | |
Derivative, Maturity Date | Oct. 14, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 25,000 | $ 25,000 |
GPL Ventures #2 | ||
Original Note Amount | $ 25,000 | |
Derivative, Inception Date | Mar. 10, 2021 | |
Derivative, Maturity Date | Mar. 10, 2022 | |
Derivative, Variable Interest Rate | 10.00% | |
Notes payable | $ 25,000 | |
Mammoth Corp | ||
Original Note Amount | $ 33,000 | $ 33,000 |
Derivative, Inception Date | Nov. 19, 2020 | |
Derivative, Maturity Date | Aug. 19, 2021 | |
Derivative, Variable Interest Rate | 0.00% | 0.00% |
Notes payable | $ 33,000 | $ 33,000 |
Optempus #1 | ||
Original Note Amount | $ 25,000 | $ 25,000 |
Derivative, Inception Date | Jul. 2, 2020 | |
Derivative, Maturity Date | Jul. 2, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 25,000 | $ 25,000 |
Optempus #2 | ||
Original Note Amount | $ 25,000 | $ 25,000 |
Derivative, Inception Date | Jul. 7, 2020 | |
Derivative, Maturity Date | Jul. 2, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 25,000 | $ 25,000 |
Optempus #3 | ||
Original Note Amount | $ 15,000 | $ 15,000 |
Derivative, Inception Date | Nov. 24, 2020 | |
Derivative, Maturity Date | Nov. 24, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 15,000 | $ 15,000 |
Optempus #4 | ||
Original Note Amount | $ 40,000 | $ 40,000 |
Derivative, Inception Date | Dec. 29, 2020 | |
Derivative, Maturity Date | Dec. 29, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 40,000 | $ 40,000 |
Power Up Lending #14 | ||
Original Note Amount | $ 43,000 | |
Derivative, Inception Date | Jul. 30, 2020 | |
Derivative, Maturity Date | Jul. 30, 2021 | |
Derivative, Variable Interest Rate | 10.00% | |
Notes payable | $ 43,000 | |
Power Up Lending #15 | ||
Original Note Amount | $ 53,000 | |
Derivative, Inception Date | Sep. 21, 2020 | |
Derivative, Maturity Date | Sep. 21, 2021 | |
Derivative, Variable Interest Rate | 10.00% | |
Notes payable | $ 53,000 | |
Power Up Lending #16 | ||
Original Note Amount | $ 43,000 | $ 43,000 |
Derivative, Inception Date | Oct. 14, 2020 | |
Derivative, Maturity Date | Oct. 14, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 43,000 | $ 43,000 |
Power Up Lending #17 | ||
Original Note Amount | $ 43,500 | $ 43,500 |
Derivative, Inception Date | Dec. 7, 2020 | |
Derivative, Maturity Date | Dec. 7, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 43,500 | $ 43,500 |
Power Up Lending #18 | ||
Original Note Amount | $ 43,500 | |
Derivative, Inception Date | Jan. 14, 2021 | |
Derivative, Maturity Date | Jan. 14, 2022 | |
Derivative, Variable Interest Rate | 10.00% | |
Notes payable | $ 43,500 | |
Power Up Lending #19 | ||
Original Note Amount | $ 73,500 | |
Derivative, Inception Date | Feb. 10, 2021 | |
Derivative, Maturity Date | Feb. 10, 2022 | |
Derivative, Variable Interest Rate | 10.00% | |
Notes payable | $ 73,500 | |
Tri-Bridge #1 | ||
Original Note Amount | $ 15,000 | $ 15,000 |
Derivative, Inception Date | May 26, 2020 | |
Derivative, Maturity Date | May 26, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 15,000 | $ 15,000 |
Tri-Bridge #2 | ||
Original Note Amount | $ 25,000 | $ 25,000 |
Derivative, Inception Date | Jul. 24, 2020 | |
Derivative, Maturity Date | Jul. 24, 2021 | |
Derivative, Variable Interest Rate | 10.00% | 10.00% |
Notes payable | $ 10,000 | $ 10,000 |
Tri-Bridge #4 | ||
Original Note Amount | $ 25,000 | |
Derivative, Inception Date | Feb. 24, 2021 | |
Derivative, Maturity Date | Aug. 24, 2021 | |
Derivative, Variable Interest Rate | 10.00% | |
Notes payable | $ 25,000 |
DERIVATIVE LIABIITIES (Details)
DERIVATIVE LIABIITIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Derivative Liabiities Details Abstract | ||
Balance, at merger date | $ 2,373,176 | |
Initial recognition of derivative liability | 1,359,885 | |
Conversion of derivative instruments to Common Stock | (1,783,170) | $ (50,586) |
Mark-to-Market adjustment to fair value | (14,596) | |
Balance, end of period | $ 1,935,295 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Consulting fees | $ 121,608 | $ 24,750 |
Consultant Agreement [Member] | Mr. Samuel Berry [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Consulting fees | 50,000 | |
Consulting fees, payable quaterly | 12,500 | |
Jeffrey Lewis | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Annual salary | $ 200,000 |
LONG TERM DEBT (Details)
LONG TERM DEBT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Equipment loan | $ 115,614 | $ 115,614 |
Line of credit | 105,917 | 104,155 |
Other loan term loans | 61,588 | 61,588 |
Total long-term debt | $ 283,119 | $ 281,357 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 22, 2019 |
Series A Preferred Stock [Member] | |||
Preferred stock, issued | 957,500 | 1,120,000 | |
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Series B Preferred Stock [Member] | |||
Preferred stock, issued | 1,000 | 1,000 | |
Preferred Stock, Shares Authorized | 1,000 | 1,000 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Jeffrey Lewis | Series A Preferred Stock [Member] | |||
Preferred stock, issued | 500,000 | ||
Preferred Stock, par value | $ .0001 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - shares | Apr. 22, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | |||
Reverse Stock Split | On April 22, 2019, the Company approved the authorization of a 1 for 3,000 reverse stock split of the Company’s outstanding shares of common stock. The Company’s financial statements have been retroactively adjusted for this stock split for all periods presented. | ||
Common stock, authorized | 20,000,000,000 | 20,000,000,000 | |
Common stock, outstanding | 4,351,431,054 | 3,534,022,455 | |
Common stock, issued | 4,351,431,054 | 3,534,022,455 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry-forwards | $ 811,261 | |
Income tax rate | 21.00% | |
Expected tax recovery | $ 170,365 | |
Change in valuation allowance | (170,365) | |
Income Tax provision |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jan. 02, 2020USD ($)ft² |
Notes to Financial Statements | |
Lease Area | ft² | 8,000 |
Property Description | Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945 |
Lease Term | 5 years |
Monthly Rent | $ | $ 4,861 |