Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 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 Tax Identification Number | 47-0990750 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 110 Spring Hill | |
Entity Address, Address Line Two | Road #10 | |
Entity Address, City or Town | 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 | 694,974,434 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 275,800 | $ 72,764 |
Accounts receivable | 1,161,813 | 97,701 |
Earnings in excess of billings | 598,720 | 489 |
Inventory | 242,516 | 44,223 |
Prepaid expenses | 92,489 | 8,552 |
Other current assets | 19,500 | |
Total current assets | 2,390,838 | 223,729 |
Property, plant, and equipment, net | 234,952 | 109,339 |
Right-of-use asset | 215,008 | 246,968 |
Security deposit | 16,980 | 16,980 |
TOTAL ASSETS | 2,857,778 | 597,016 |
Current Liabilities: | ||
Accounts payable | 797,608 | 843,882 |
Accrued interest | 161,086 | 106,639 |
Accrued liabilities | 109,954 | 286,997 |
Billings in excess of revenue | 2,029,571 | 71,280 |
Current operating lease liabilities | 45,203 | 42,977 |
Convertible notes payable, net of discount | 266,859 | 149,988 |
Derivative liabilities | 2,636,692 | 2,373,176 |
Liability for unissued shares | 150,825 | 150,825 |
Promissory notes payable, net of discount | 195,481 | 101,056 |
Related party liabilities | 150,704 | 154,252 |
Total Current Liabilities | 6,543,983 | 4,281,072 |
Long term debt | 150,609 | 281,357 |
Non-current operating lease liabilities | 169,805 | 203,991 |
Total Liabilities | 6,864,397 | 4,766,420 |
Commitments and contingencies | ||
Stockholders Deficit: | ||
Common stock, $0.001 par value; 25,000,000,000 authorized; 6,438,301,121 shares issued and outstanding at September 30, 2021; 3,534,022,455 shares issued and outstanding at December 31, 2020 | 6,438,301 | 3,534,022 |
Additional paid in capital | 2,227,378 | (748,254) |
Retained earnings | (12,673,096) | (6,956,293) |
Total stockholders deficit | (4,006,619) | (4,169,404) |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | 2,857,778 | 597,016 |
Series A Preferred Stock [Member] | ||
Stockholders Deficit: | ||
Preferred stock, Series B: $0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding at September 30, 2021; 1,000 shares issued and outstanding at December 31, 2020 | 797 | 1,120 |
Series B Preferred Stock [Member] | ||
Stockholders Deficit: | ||
Preferred stock, Series B: $0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding at September 30, 2021; 1,000 shares issued and outstanding at December 31, 2020 | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 10, 2021 | Jun. 09, 2021 | Dec. 31, 2020 | Dec. 04, 2020 | Dec. 03, 2020 | Mar. 25, 2020 | Mar. 24, 2020 | Jul. 01, 2019 | Mar. 28, 2017 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 25,000,000,000 | 25,000,000,000 | 20,000,000,000 | 25,000,000,000 | 20,000,000,000 | 10,000,000,000 | 10,000,000,000 | 5,000,000,000 | ||
Common Stock, Shares, Issued | 6,438,301,121 | 3,534,022,455 | ||||||||
Common Stock, Shares, Outstanding | 6,438,301,121 | 3,534,022,455 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 | 30,000,000 | |||||||
Preferred Stock, Shares Issued | 796,997 | 1,120,000 | ||||||||
Preferred Stock, Shares Outstanding | 796,997 | 1,120,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Authorized | 1,000 | 1,000 | 20,000 | |||||||
Preferred Stock, Shares Issued | 1,000 | 1,000 | ||||||||
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 575,128 | $ 927,012 | $ 637,143 | $ 1,022,499 |
Cost of sales | 357,429 | 163,525 | 373,544 | 220,795 |
Gross profit | 217,699 | 763,487 | 263,599 | 801,704 |
Operating expenses: | ||||
Consulting fees | (67,500) | 17,163 | 78,531 | 4,054,413 |
Depreciation and amortization | 11,591 | 9,005 | 30,691 | 30,839 |
G&A expenses | 170,477 | 37,288 | 445,573 | 190,220 |
Professional fees | 22,903 | 78,850 | 137,961 | 195,570 |
Salaries and wages | 112,441 | 70,628 | 421,229 | 286,916 |
Total operating expenses | 249,912 | 212,934 | 1,113,985 | 4,757,958 |
Loss from operations | (32,213) | 550,553 | (850,386) | (3,956,254) |
Other income (expense): | ||||
Other income | 3 | 25,007 | ||
Debt forgiveness | 75,512 | |||
Derivative expenses | (792,182) | 305,406 | (1,395,887) | (2,997,742) |
Loss on conversion | (262,778) | (616,357) | (2,303,607) | (987,447) |
Loss on disposal of assets | (16,267) | (16,267) | ||
Interest expense | (415,441) | (444,846) | (1,251,175) | (887,563) |
Total other expenses | (1,486,665) | (755,797) | (4,866,417) | (4,872,752) |
Net loss before income taxes | (1,518,878) | (205,244) | (5,716,803) | (8,829,006) |
Income tax expense | (6,800) | (6,800) | ||
Net loss | $ (1,518,878) | $ (212,044) | $ (5,716,803) | $ (8,835,806) |
Per share information | ||||
Weighted number of common shares outstanding, basic, and diluted | 6,019,769,137 | 1,359,512,034 | 4,969,094,246 | 529,606,195 |
Net loss per common share | $ (0.0003) | $ (0.0002) | $ (0.0012) | $ (0.0167) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (EQUITY) (Unaudited) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series A Preferred Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 10,343 | $ (15,240,774) | $ 9,368,557 | $ (5,861,474) | ||
Beginning balance, shares at Dec. 31, 2019 | 400,000 | 1,000 | 10,343,330 | ||||
Conversion of convertible notes to stock | $ 32,261 | 366,617 | 398,878 | ||||
Conversion of convertible notes payable to stock, Shares | 32,260,676 | ||||||
Derivative settlements | (50,586) | (50,586) | |||||
Net loss | (2,136,389) | (2,136,389) | |||||
Ending balance, value at Mar. 31, 2020 | $ 900 | $ 34,596 | (14,967,000) | 7,232,168 | (7,699,336) | ||
Ending balance, shares at Mar. 31, 2020 | 900,000 | 1,000 | 34,595,672 | ||||
Cancellation of stock issued for services | $ (8,008) | (42,257) | (50,265) | ||||
Cancellation of stock issued for services, Shares | (8,008,334) | ||||||
Preferred stock issued per agreement | 500 | 500 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 10,343 | (15,240,774) | 9,368,557 | (5,861,474) | ||
Beginning balance, shares at Dec. 31, 2019 | 400,000 | 1,000 | 10,343,330 | ||||
Conversion of convertible notes to stock | 7,781,358 | ||||||
Preferred stock converted to common stock | 987,447 | ||||||
Preferred stock issued for services | 4,000,000 | ||||||
Net loss | (8,835,806) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 851 | $ 1 | $ 1,874,269 | (5,641,396) | 532,751 | (3,233,524) | |
Ending balance, shares at Sep. 30, 2020 | 851,000 | 1,000 | 1,874,269,389 | ||||
Conversion of promissory notes to stock | |||||||
Preferred stock issued to settle debt | |||||||
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 10,343 | (15,240,774) | 9,368,557 | (5,861,474) | ||
Beginning balance, shares at Dec. 31, 2019 | 400,000 | 1,000 | 10,343,330 | ||||
Conversion of convertible notes to stock | 8,141,166 | ||||||
Conversion of convertible notes payable to stock, Shares | 1,023,817,685 | ||||||
Preferred stock converted to common stock | 1,572,272 | ||||||
Preferred stock converted to common stock, shares | 2,416,667,054 | (734,000) | |||||
Ending balance, value at Dec. 31, 2020 | $ 1,120 | $ 1 | $ 3,534,022 | (748,254) | (6,956,293) | $ (4,169,404) | |
Ending balance, shares at Dec. 31, 2020 | 1,120,000 | 1,000 | 3,534,022,455 | 3,534,022,455 | |||
Beginning balance, value at Mar. 31, 2020 | $ 900 | $ 34,596 | (14,967,000) | 7,232,168 | $ (7,699,336) | ||
Beginning balance, shares at Mar. 31, 2020 | 900,000 | 1,000 | 34,595,672 | ||||
Conversion of convertible notes to stock | $ 259,074 | 4,421,942 | 4,681,016 | ||||
Conversion of convertible notes payable to stock, Shares | 259,074,233 | ||||||
Derivative settlements | (1,026,700) | (1,026,700) | |||||
Preferred stock converted to common stock | $ (185) | $ 232,921 | 138,355 | 371,091 | |||
Preferred stock converted to common stock, shares | (185,177) | 232,920,612 | |||||
Preferred stock issued for services | $ 400 | 3,999,600 | 4,000,000 | ||||
Preferred stock issued for services, Shares | 400,000 | ||||||
Net loss | (6,487,373) | (6,487,373) | |||||
Ending balance, value at Jun. 30, 2020 | $ 1,115 | $ 526,591 | (7,433,803) | 744,795 | (6,161,302) | ||
Ending balance, shares at Jun. 30, 2020 | 1,114,823 | 1,000 | 526,590,517 | ||||
Conversion of convertible notes to stock | $ 554,137 | 2,147,327 | 2,701,464 | ||||
Conversion of convertible notes payable to stock, Shares | 554,136,908 | ||||||
Derivative settlements | (177,999) | (177,999) | |||||
Preferred stock converted to common stock | $ (264) | $ 632,339 | (15,719) | 616,356 | |||
Preferred stock converted to common stock, shares | (263,823) | 632,339,244 | |||||
Warrant exercise | $ 161,202 | (161,202) | |||||
Warrant exercise, Shares | 161,202,720 | ||||||
Net loss | (212,044) | (212,044) | |||||
Ending balance, value at Sep. 30, 2020 | $ 851 | $ 1 | $ 1,874,269 | (5,641,396) | 532,751 | (3,233,524) | |
Ending balance, shares at Sep. 30, 2020 | 851,000 | 1,000 | 1,874,269,389 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,120 | $ 1 | $ 3,534,022 | (748,254) | (6,956,293) | $ (4,169,404) | |
Beginning balance, shares at Dec. 31, 2020 | 1,120,000 | 1,000 | 3,534,022,455 | 3,534,022,455 | |||
Conversion of convertible notes to stock | $ 175,061 | 1,448,275 | $ 1,623,336 | ||||
Conversion of convertible notes payable to stock, Shares | 175,060,588 | ||||||
Derivative settlements | 435,301 | 435,301 | |||||
Preferred stock converted to common stock | $ (172) | $ 570,299 | 216,188 | 786,315 | |||
Preferred stock converted to common stock, shares | (172,500) | 570,299,494 | |||||
Preferred stock issued for services | $ 10 | 99,990 | 100,000 | ||||
Preferred stock issued for services, Shares | 10,000 | ||||||
Warrant exercise | $ 72,049 | (72,049) | |||||
Warrant exercise, Shares | 72,048,517 | ||||||
Net loss | (2,637,758) | (2,637,758) | |||||
Ending balance, value at Mar. 31, 2021 | $ 958 | $ 1 | $ 4,351,431 | 1,379,451 | (9,594,051) | (3,862,210) | |
Ending balance, shares at Mar. 31, 2021 | 957,500 | 1,000 | 4,351,431,054 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,120 | $ 1 | $ 3,534,022 | (748,254) | (6,956,293) | $ (4,169,404) | |
Beginning balance, shares at Dec. 31, 2020 | 1,120,000 | 1,000 | 3,534,022,455 | 3,534,022,455 | |||
Conversion of convertible notes to stock | $ 3,268,543 | ||||||
Conversion of convertible notes payable to stock, Shares | 853,979,114 | ||||||
Preferred stock converted to common stock | 1,845,925 | ||||||
Preferred stock converted to common stock, shares | 1,780,120,601 | (357,500) | |||||
Preferred stock issued for services | 200,000 | ||||||
Warrant exercise | $ 72,048,517 | ||||||
Net loss | (5,716,803) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 797 | $ 1 | $ 6,438,301 | 2,227,378 | (12,673,096) | $ (4,006,619) | |
Ending balance, shares at Sep. 30, 2021 | 796,997 | 1,000 | 6,438,301,121 | 6,438,301,121 | |||
Conversion of promissory notes to stock | $ 594,391 | ||||||
Conversion of promissory notes to stock, Shares | 198,130,434 | ||||||
Preferred stock issued to settle debt | 144,970 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 958 | $ 1 | $ 4,351,431 | 1,379,451 | (9,594,051) | (3,862,210) | |
Beginning balance, shares at Mar. 31, 2021 | 957,500 | 1,000 | 4,351,431,054 | ||||
Conversion of convertible notes to stock | $ 331,417 | 666,477 | 997,894 | ||||
Conversion of convertible notes payable to stock, Shares | 331,416,690 | ||||||
Derivative settlements | (476,872) | (476,872) | |||||
Preferred stock converted to common stock | $ (112) | $ 579,756 | 217,189 | 796,833 | |||
Preferred stock converted to common stock, shares | (112,500) | 579,755,748 | |||||
Preferred stock issued for services | $ 20 | 199,980 | 200,000 | ||||
Preferred stock issued for services, Shares | 20,000 | ||||||
Net loss | (1,560,167) | (1,560,167) | |||||
Ending balance, value at Jun. 30, 2021 | $ 880 | $ 1 | $ 5,460,734 | 2,527,442 | (11,154,218) | (3,165,161) | |
Ending balance, shares at Jun. 30, 2021 | 879,497 | 1,000 | 5,460,733,926 | ||||
Conversion of promissory notes to stock | $ 198,130 | 396,261 | 594,391 | ||||
Conversion of promissory notes to stock, Shares | 198,130,434 | ||||||
Preferred stock issued to settle debt | $ 14 | 144,956 | 144,970 | ||||
Preferred stock issued to settle debt, Shares | 14,497 | ||||||
Preferred shares issued per agreement, Shares | 500,000 | ||||||
Conversion of convertible notes to stock | $ 347,502 | 299,811 | 647,313 | ||||
Conversion of convertible notes payable to stock, Shares | 347,501,836 | ||||||
Derivative settlements | (132,670) | (132,670) | |||||
Preferred stock converted to common stock | $ (73) | $ 630,065 | (367,215) | 262,777 | |||
Preferred stock converted to common stock, shares | (72,500) | 630,065,359 | |||||
Net loss | (1,518,878) | (1,518,878) | |||||
Ending balance, value at Sep. 30, 2021 | $ 797 | $ 1 | $ 6,438,301 | 2,227,378 | (12,673,096) | $ (4,006,619) | |
Ending balance, shares at Sep. 30, 2021 | 796,997 | 1,000 | 6,438,301,121 | 6,438,301,121 | |||
Cancellation of stock issued for services | $ (10) | $ (99,990) | $ (100,000) | ||||
Cancellation of stock issued for services, Shares | (10,000) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net loss | $ (1,518,878) | $ (2,637,758) | $ (212,044) | $ (2,136,389) | $ (5,716,803) | $ (8,835,806) | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Amortization of convertible debt discount | 1,089,415 | 473,587 | |||||
Change in derivative liability | 1,395,887 | 2,997,742 | |||||
Common stock issued for services | (25,000) | ||||||
Debt forgiveness | (75,512) | ||||||
Depreciation and amortization of fixed assets | 30,691 | ||||||
Loss on conversion | 2,303,607 | 987,447 | |||||
Preferred stock issued for services | 100,000 | 200,000 | 4,000,000 | ||||
Liability for unissued shares due to agreements | 25,000 | ||||||
Decrease (increase) in operating assets | |||||||
Accounts receivable | (1,064,112) | 268,839 | |||||
Deposits | (12,000) | ||||||
Earnings in excess of billings | (598,231) | (138,124) | |||||
Inventory | (198,293) | 129 | |||||
Prepaid expenses | (83,937) | 8,584 | |||||
Other assets | (19,500) | 156 | |||||
Accounts payable | 98,696 | (119,728) | |||||
Accrued interest | 148,968 | 403,736 | |||||
Accrued liabilities | (101,531) | 224,110 | |||||
Billings in excess of revenues | 1,958,291 | (1,032,251) | |||||
Long term debt | (130,748) | (28,356) | |||||
Net cash (used in) provided by operating activities | (763,112) | (801,935) | |||||
Cash flows from investing activities | |||||||
Property, plant and equipment, additions | (247,050) | ||||||
Property, plant and equipment, reductions | 90,746 | 30,839 | |||||
Net cash (used in) provided by investing activities | (156,304) | 30,839 | |||||
Cash flows from financing activities: | |||||||
Proceeds from convertible debt | 942,000 | 698,540 | |||||
Proceeds from promissory notes | 184,000 | 93,090 | |||||
Related party liabilities | (3,548) | 58,080 | |||||
Net cash (used in) provided for financing activities | 1,122,452 | 849,710 | |||||
Net increase (decrease) in cash | 203,036 | 78,614 | |||||
Cash, beginning of period | 72,764 | 1,444 | 72,764 | 1,444 | $ 1,444 | ||
Cash, end of period | 275,800 | 80,058 | 275,800 | 80,058 | 72,764 | ||
Supplemental disclosures of cash flow information: | |||||||
Cash paid for income taxes | |||||||
Cash paid for interest | |||||||
Schedule of non-cash investing & financing activities | |||||||
Stock issued for note payable conversion | 647,313 | 1,623,336 | 2,701,464 | $ 398,878 | 3,268,543 | 7,781,358 | 8,141,166 |
Stock issued for promissory note conversion | 594,391 | ||||||
Derivative settlements | (174,241) | (1,255,285) | |||||
Discount from derivative | 1,168,578 | 975,510 | |||||
Preferred stock converted to common stock | $ 262,777 | $ 786,315 | $ 616,356 | 1,845,925 | 987,447 | $ 1,572,272 | |
Preferred stock issued to settle liabilities | 144,970 | ||||||
Cashless warrant exercise | 72,049 | 161,202 | |||||
Cancellation of common stock issued for services | $ (50,265) |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 customers 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 10 BrewBilt manufactures equipment for both brewery and cannabis industries, respectively. The equipment is FDA and USDA compliant as manufactured from medical-grade stainless steel. All systems are subject to FDA guidelines. The company manufactures equipment that is compliant with USDA and FDA regulations as a part of the certification process for qualifying the cannabis product as pharmaceutical grade. Testing laboratories that are DEA and FDA registered can perform potency testing to determine the precise amount of a given cannabinoid in a product that certifies the product as pharmaceutical grade. A number of these laboratories are also accredited hemp testing labs. The producers may request documentation from the registered testing laboratories to verify THC content. 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. The Company is centrally located in this booming market, and this 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 because pharmaceutical grade products have higher profit margins. BrewBilt buys materials and components mostly from California suppliers which enables them to closely monitor quality, while the companys 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. 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 Companys 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 September 30, 2021 and December 31, 2020, the Company has deferred $ 2,029,571 71,280 598,720 489 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 managements 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 September 30, 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, 2020, the Company wrote off $ 17,246 242,516 44,223 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. 5,000 5,000 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 managements 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 September 30, 2021 December 31, 2020 Level Fair Value Fair Value Derivative Liability 3 $ 2,636,692 $ 2,373,176 Total Financial Liabilities $ 2,636,692 $ 2,373,176 In managements 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 managements opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of September 30, 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 nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 Companys 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 | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
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 September 30, 2021 and December 31, 2020, prepaid expenses consisted of the following: Schedule of Prepaid Expenses September 30, December 31, 2021 2020 Prepaid insurance expenses $ 12,489 $ 3,691 Prepaid consulting expenses 80,000 — Prepaid rent expense — 4,861 Prepaid Expense $ 92,489 $ 8,552 On September 15, 2021, Bennett Buchanan was appointed to serve as a director of BrewBilt Manufacturing, Inc. In connection with Mr. Buchanans appointment, the Company agreed to repurchase 10,000 shares of Series A Preferred Stock from Mr. Buchanan issued to him under his Consulting Agreement dated January 1, 2021, for an aggregate purchase price of $100,000, payable in five installments of $20,000 each over the six month period following his appointment as a director. During the nine months ended September 30, 2021, the company recorded a payment of $20,000 in connection with this agreement and will recognize $60,000 in consulting fees in the 4 th |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Property and Equipment September 30, December 31, 2021 2020 Computer Equipment $ 23,876 $ 23,876 Leasehold Improvements 106,060 59,121 Machinery 349,032 250,762 Software 23,183 17,688 Vehicles 6,717 6,717 Property, Plant and Equipment, Gross 508,868 358,164 Less accumulated amortization (10,585 ) (702 ) Less accumulated depreciation (263,331 ) (248,123 ) Property, Plant and Equipment, Net $ 234,952 $ 109,339 During the nine months ended September 30, 2021, the company recorded fixed assets additions of $ 247,050 90,746 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
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 entitys 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. As of September 30, 2021 and December 31, 2020, ROU assets and lease liabilities related to our operating lease is as follows: Schedule of Right of use of assets and lease liabilities September 30, December 31, 2021 2020 Right-of-use assets $ 215,008 $ 246,968 Current operating lease liabilities 45,203 42,977 Non-current operating lease liabilities 169,805 203,991 The following is a schedule, by years, of future minimum lease payments required under the operating lease: Years Ending December 31, Operating Lease 2021 $ 14,584 2022 58,334 2023 58,334 2024 58,334 2025 58,335 Total 247,921 Less imputed interest 32,913 Total liability $ 215,008 |
ACCURED LIABILITIES
ACCURED LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Accured Liabilities | |
ACCURED LIABILITIES | NOTE 6 – ACCURED LIABILITIES As of September 30, 2021 and December 31, 2020, accrued liabilities were comprised of the following: Schedule of Accured Liabilities September 30, December 31, 2021 2020 Accrued liabilities Accrued wages $ 31,294 $ 123,663 Credit card 4,489 19,893 Customer deposits — 103,550 Sales tax payable 69,171 34,891 Warranty 5,000 5,000 Total accrued expenses $ 109,954 $ 286,997 |
BILLINGS IN EXCESS OF REVENUE A
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS | 9 Months Ended |
Sep. 30, 2021 | |
Billings In Excess Of Revenue And Earnings In Excess Of Billings | |
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 jobs that are incomplete. Changes in unearned revenue for the periods ended September 30, 2021 and December 31, 2020 were as follows: Schedule of Changes in unearned revenue September 30, December 31, 2021 2020 Unearned revenue, beginning of the period $ 71,280 $ 1,511,096 Billings in excess of revenue during the period 2,524,783 71,280 Recognition of unearned revenue in prior periods (566,492 ) (1,511,096 ) Unearned revenue, end of the period $ 2,029,571 $ 71,280 As of September 30, 2021 and December 31, 2020, the Company has recorded $ 598,720 489 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE As of September 30, 2021 and December 31, 2020, notes payable were comprised of the following: Schedule of Notes payable Original Original Due Interest Conversion September 30, 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 CBP #3 30,000 5/1/2020 5/1/2021 15% Variable 9,576 30,000 CBP #4 30,000 7/23/2020 7/23/2021 15% 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 EMA Financial #8 80,500 5/4/2021 5/4/2022 16% 0.002 80,500 — 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 24% Variable 110,000 110,000 GPL Ventures #1 25,000 10/14/2020 10/14/2021 10% Variable 1,240 25,000 GPL Ventures #2 25,000 3/10/2021 3/10/2022 10% Variable 25,000 — GPL Ventures #3 240,000 5/6/2021 5/6/2022 10% 0.001 240,000 — Mammoth Corp 33,000 11/19/2020 8/19/2021 18% Variable 33,000 33,000 Optempus #1 25,000 7/2/2020 7/2/2021 22% Variable 25,000 25,000 Optempus #2 25,000 7/7/2020 7/2/2021 22% 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 Power Up Lending #17 43,500 12/7/2020 12/7/2021 10% Variable — 43,500 Power Up Lending #20 53,500 4/5/2021 4/5/2022 10% Variable 53,500 — Power Up Lending #21 53,750 5/3/2021 5/3/2022 10% Variable 53,750 — Power Up Lending #22 43,750 6/11/2021 6/11/2022 10% Variable 43,750 — Power Up Lending #23 43,750 8/11/2021 8/11/2022 10% Variable 43,750 — Power Up Lending #24 48,750 9/14/2021 9/14/2022 10% Variable 48,750 — 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 — Tri-Bridge #5 240,000 5/6/2021 5/6/2022 10% 0.001 240,000 — $ 1,167,816 $ 818,857 Debt discount (823,066 ) (597,670 ) Financing costs/Original issue discount (77,891 ) (71,199 ) Notes payable, net of discount $ 266,859 $ 149,988 During the nine months ending September 30, 2021, the Company received proceeds from new convertible notes of $ 942,000 134,500 1,089,415 1,081,416,121 During the nine months ended September 30, 2021, the Company recorded interest expense of $ 106,270 119,169 As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 in the amount for $ 108,000 93,090 14,910 14,910 During the nine months ended September 30, 2021, the Company issued 198,130,434 108,000 On January 5, 2021, the Company received funding pursuant to a promissory note in the amount 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 September 30, 2021, the company has amortized $ 8,077 of the financing costs to the statement of operations. As of September 30, 2021, the note has a principal balance of $ 50,000 and accrued interest of $ 4,405 . On July 15, 2021, the Company received funding pursuant to a promissory note in the amount of $ 75,000 62,500 12,500 2,637 75,000 1,899 On September 14, 2021, the Company received funding pursuant to a promissory note in the amount of $ 100,000 82,500 17,500 767 100,000 526 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 10 – DERIVATIVE LIABILITIES During the nine months ended September 30, 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 Companys derivative liability activity for the embedded conversion features September 30, December 31, 2021 2020 Balance, beginning of period $ 2,373,176 $ 2,273,269 Initial recognition of derivative liability 2,870,847 4,142,864 Conversion of derivative instruments to Common Stock (2,300,947 ) (5,230,611 ) Mark-to-Market adjustment to fair value (306,384 ) 1,187,654 Balance, end of period $ 2,636,692 $ 2,373,176 Convertible Notes The fair value at the commitment date for the convertible notes and the revaluation dates for the Companys derivative liabilities were based upon the following management assumptions as of September 30, 2021: Valuation date Expected dividends 0% Expected volatility 113.06% 291.74% Expected term .07 1 year Risk free interest .04% .12% 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. On July 15, 2021, the Company executed a Common Stock Purchase Warrant for 37,500,000 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 July 15, 2026. On July 15, 2021, the Company executed a Common Stock Purchase Warrant for 37,500,000 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 July 15, 2026. On September 14, 2021, the Company executed a Common Stock Purchase Warrant for 50,000,000 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 September 14, 2026. On September 14, 2021, the Company executed a Common Stock Purchase Warrant for 50,000,000 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 September 14, 2026. During the nine months ended September 30, 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 commitment date for the warrants and the revaluation dates for the Companys derivative liabilities were based upon the following management assumptions as of September 30, 2021: Valuation date Expected dividends 0% Expected volatility 189.62% 741.41% Expected term .72 5 years Risk free interest .07% .79% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 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. As of December 31, 2020, Mr. Lewis had an unpaid wage and interest balance of $ 97,325 . During the nine months ended September 30, 2021, the Company accrued wages of $ 150,000 1,894 226,354 The Company is periodically advanced noninterest bearing operating funds from related parties. The advances are due on demand and unsecured. As of September 30, 2021 and December 31, 2020, the Company owed Mr. Lewis $7,171 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. As of December 31, 2020, Mr. Berry had an unpaid balance of $ 118,167 During the nine months ended September 30, 2021, the Company accrued $37,500 in fees and made $35,000 in payments in connection to his agreement. As of September 30, 2021, the Company owed Mr. Berry $ 120,667 |
LONG TERM DEBT
LONG TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG TERM DEBT | NOTE 12 – LONG TERM DEBT As of September 30, 2021 and December 31, 2020, long term debt was comprised of the following: Schedule of Long Term Debt September 30, December 31, 2021 2020 Long term debt Equipment loan 41,134 115,614 Line of credit 109,475 104,155 Other loans — 61,588 Total long term debt $ 150,609 $ 281,357 Equipment Loan In August 2021, the Company returned $96,357 in equipment to the lender to settle debt of $74,480, and a loss on disposal of assets of $16,267 was recorded to the statement of operations. 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. On May 3, 2021, the PPP loan was forgiven and the loan amount of $61,558 was reclass as debt forgiveness on the statement of operations. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 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 0.001 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 0.001 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 $ 5,000,000 500 2,289,884 2,289,334 On March 1, 2020, 500,000 500 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 On October 15, 2020, the Company entered into an IP Purchase and License Agreement with Maguire & Associates, LLC in the amount of $ 5,000,000 500,000 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 2,416,667,054 1,572,272 On January 1, 2021, the Company issued 10,000 Bennett Buchanan On April 13, 2021, the Company issued 10,000 Corbin Boyle On April 13, 2021, the Company issued 10,000 Jesse Prim On May 14, 2021, the Company issued 14,497 144,970 On September 15, 2021, the Company repurchased 10,000 shares of Series A Preferred stock at $10 per share from Bennett Buchanan, pursuant to his Director Agreement. The shares were purchased for $100,000, which is payable in five installments of $20,000 each over the six-month period following his appointment as a director. During the nine months ended September 30, 2021, 357,500 1,780,120,601 1,845,925 As of September 30, 2021, 30,000,000 1,000 796,997 1,000 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
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 Companys outstanding shares of common stock. 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 Companys stock on the date of conversion. On March 17, 2020, the Companys former President cancelled 8,008,334 25,000 25,342 50,342 On March 25, 2020, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 5,000,000,000 10,000,000,000 0.001 On November 20, 2020, Mr. Lewis converted 70,000,000 54,000 414,000 On December 4, 2020, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 10,000,000,000 20,000,000,000 0.001 During the year ended December 31, 2020, 734,000 2,416,667,054 1,572,272 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 8,141,166 ` On June 10, 2021, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 20,000,000,000 25,000,000,000 0.001 During the nine months ended June 30, 2021, warrant holders exercised the warrants and the Company issued 72,048,517 During the nine months ended September 30, 2021, 357,500 1,780,120,601 1,845,925 During the nine months ended September 30, 2021, the holders of a convertible notes converted $727,541 of principal, $59,812 of accrued interest and $6,000 in conversion fees into 853,979,114 During the nine months ended September 30, 2021, the holder of a promissory notes converted $108,000 of principal, $12,960 of accrued interest, $15,000 in penalties, and $750 in conversion fees into 198,130,434 594,391 As of September 30, 2021, 25,000,000,000 6,438,301,121 |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 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 Companys 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 Companys 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 September 30, 2021: Schedule of Deferred Tax Assets September 30, 2021 Net operating loss $ 408,735 Statutory rate 21 % Expected tax recovery 85,834 Change in valuation allowance (85,834 ) Income tax provision $ — Components of deferred tax asset: Non-capital tax loss carry-forwards 85,834 Less: valuation allowance (85,834 ) 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 AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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. Director Agreement On September 15, 2021, Bennett Buchanan was appointed to serve as a director of BrewBilt Manufacturing, Inc. Mr. Buchannan currently serves as a consultant to the Company under a Consulting Agreement dated January 1, 2021, pursuant to which he assists the Company with marketing, advertising, customer relations, and licensing and compliance regulatory requirements. Pursuant to the Consultant Agreement, Mr. Buchanan is paid a monthly fee of $3,000, and was previously issued 10,000 shares of the Companys Series A Stock. In connection with Mr. Buchanans appointment, the Company agreed to repurchase the 10,000 shares of Series A Preferred Stock of the Company from Mr. Buchanan issued to him under the Consulting Agreement for an aggregate purchase price of $100,000, payable in five installments of $20,000 each over the six month period following his appointment as a director. During the nine months ended September 30, 2021, the company recorded a payment of $20,000 in connection with this agreement and will recognize $60,000 in consulting fees in the 4 th 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 5 years 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 | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Notes Payable and Common Stock Purchase Warrant On October 6, 2021, the Company entered into a Promissory Note in the amount of $550,000. The note is unsecured, bears interest at 12% per annum, and matures on October 6, 2022. The Company also executed a Common Stock Purchase Warrant for 366,666,667 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.0015 per share and expire on October 6, 2026. Subsequent Issuances On October 6, 2021, the holder of a convertible note converted a total of $ 56,175 59,131,579 On October 6, 2021, 15,000 150,000,000 On October 8, 2021, 22,500 125,000,000 On October 28, 2021, 13,500 100,000,000 On November 8, 2021, the holder of a convertible note converted a total of $ 56,438 77,311,644 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) | 9 Months Ended |
Sep. 30, 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 customers 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 10 BrewBilt manufactures equipment for both brewery and cannabis industries, respectively. The equipment is FDA and USDA compliant as manufactured from medical-grade stainless steel. All systems are subject to FDA guidelines. The company manufactures equipment that is compliant with USDA and FDA regulations as a part of the certification process for qualifying the cannabis product as pharmaceutical grade. Testing laboratories that are DEA and FDA registered can perform potency testing to determine the precise amount of a given cannabinoid in a product that certifies the product as pharmaceutical grade. A number of these laboratories are also accredited hemp testing labs. The producers may request documentation from the registered testing laboratories to verify THC content. 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. The Company is centrally located in this booming market, and this 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 because pharmaceutical grade products have higher profit margins. BrewBilt buys materials and components mostly from California suppliers which enables them to closely monitor quality, while the companys 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. |
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. |
COVID-19 | 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 Companys 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 | 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 September 30, 2021 and December 31, 2020, the Company has deferred $ 2,029,571 71,280 598,720 489 |
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 managements 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 September 30, 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, 2020, the Company wrote off $ 17,246 242,516 44,223 |
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. 5,000 5,000 |
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 of Financial Instruments | 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 managements 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 September 30, 2021 December 31, 2020 Level Fair Value Fair Value Derivative Liability 3 $ 2,636,692 $ 2,373,176 Total Financial Liabilities $ 2,636,692 $ 2,373,176 In managements 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 managements opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of September 30, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Although there were new accounting pronouncements issued or proposed by the FASB during the nine months ended September 30, 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Financial assets and liabilities measured at fair value on a recurring basis | Financial assets and liabilities measured at fair value on a recurring basis |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | As of September 30, 2021 and December 31, 2020, prepaid expenses consisted of the following: Schedule of Prepaid Expenses |
PREPAID EXPENSES | September 30, December 31, 2021 2020 Prepaid insurance expenses $ 12,489 $ 3,691 Prepaid consulting expenses 80,000 — Prepaid rent expense — 4,861 Prepaid Expense $ 92,489 $ 8,552 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Property and Equipment |
PROPERTY AND EQUIPMENT | September 30, December 31, 2021 2020 Computer Equipment $ 23,876 $ 23,876 Leasehold Improvements 106,060 59,121 Machinery 349,032 250,762 Software 23,183 17,688 Vehicles 6,717 6,717 Property, Plant and Equipment, Gross 508,868 358,164 Less accumulated amortization (10,585 ) (702 ) Less accumulated depreciation (263,331 ) (248,123 ) Property, Plant and Equipment, Net $ 234,952 $ 109,339 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of Right of use of assets and lease liabilities | As of September 30, 2021 and December 31, 2020, ROU assets and lease liabilities related to our operating lease is as follows: Schedule of Right of use of assets and lease liabilities |
LEASES | September 30, December 31, 2021 2020 Right-of-use assets $ 215,008 $ 246,968 Current operating lease liabilities 45,203 42,977 Non-current operating lease liabilities 169,805 203,991 |
ACCURED LIABILITIES (Tables)
ACCURED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accured Liabilities | |
Schedule of Accured Liabilities | As of September 30, 2021 and December 31, 2020, accrued liabilities were comprised of the following: Schedule of Accured Liabilities |
BILLINGS IN EXCESS OF REVENUE_2
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Billings In Excess Of Revenue And Earnings In Excess Of Billings | |
Schedule of Changes in unearned revenue | Changes in unearned revenue for the periods ended September 30, 2021 and December 31, 2020 were as follows: Schedule of Changes in unearned revenue |
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS | September 30, December 31, 2021 2020 Unearned revenue, beginning of the period $ 71,280 $ 1,511,096 Billings in excess of revenue during the period 2,524,783 71,280 Recognition of unearned revenue in prior periods (566,492 ) (1,511,096 ) Unearned revenue, end of the period $ 2,029,571 $ 71,280 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable | |
Schedule of Notes payable | As of September 30, 2021 and December 31, 2020, notes payable were comprised of the following: Schedule of Notes payable |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Company’s derivative liability activity for the embedded conversion features | The following table represents the Companys derivative liability activity for the embedded conversion features |
DERIVATIVE LIABILITIES | September 30, December 31, 2021 2020 Balance, beginning of period $ 2,373,176 $ 2,273,269 Initial recognition of derivative liability 2,870,847 4,142,864 Conversion of derivative instruments to Common Stock (2,300,947 ) (5,230,611 ) Mark-to-Market adjustment to fair value (306,384 ) 1,187,654 Balance, end of period $ 2,636,692 $ 2,373,176 |
DERIVATIVE LIABILITIES (Details 2) | Valuation date Expected dividends 0% Expected volatility 113.06% 291.74% Expected term .07 1 year Risk free interest .04% .12% |
Convertible Debt Securities [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
The fair value at the commitment date for the warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2021: | The fair value at the commitment date for the convertible notes and the revaluation dates for the Companys derivative liabilities were based upon the following management assumptions as of September 30, 2021: |
Warrant [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
The fair value at the commitment date for the warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2021: | The fair value at the commitment date for the warrants and the revaluation dates for the Companys derivative liabilities were based upon the following management assumptions as of September 30, 2021: Valuation date Expected dividends 0% Expected volatility 189.62% 741.41% Expected term .72 5 years Risk free interest .07% .79% |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | As of September 30, 2021 and December 31, 2020, long term debt was comprised of the following: Schedule of Long Term Debt |
LONG TERM DEBT | September 30, December 31, 2021 2020 Long term debt Equipment loan 41,134 115,614 Line of credit 109,475 104,155 Other loans — 61,588 Total long term debt $ 150,609 $ 281,357 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The deferred tax asset and the valuation allowance consist of the following at September 30, 2021: Schedule of Deferred Tax Assets |
INCOME TAX | September 30, 2021 Net operating loss $ 408,735 Statutory rate 21 % Expected tax recovery 85,834 Change in valuation allowance (85,834 ) Income tax provision $ — Components of deferred tax asset: Non-capital tax loss carry-forwards 85,834 Less: valuation allowance (85,834 ) Net deferred tax asset $ — |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Recurring [Member] - Derivative [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 2,636,692 | $ 2,373,176 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 2,636,692 | $ 2,373,176 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)Number | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015Number | |
Accounting Policies [Abstract] | ||||
Number of Employees | Number | 10 | 3 | ||
Billings in Excess of Cost | $ 2,029,571 | $ 71,280 | $ 1,511,096 | |
Costs in Excess of Billings | 598,720 | 489 | ||
Inventory Wrote Off | 17,246 | |||
Inventory, Net | $ 242,516 | 44,223 | ||
Standard Product Warranty Description | For products that are made from raw materials, the Company offers a 6-year limited warranty. | |||
Warranty Expenses | $ 5,000 | $ 5,000 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses | ||
Prepaid insurance expenses | $ 12,489 | $ 3,691 |
Prepaid consulting expenses | 80,000 | |
Prepaid rent expense | 4,861 | |
Prepaid Expense | $ 92,489 | $ 8,552 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 508,868 | $ 358,164 |
Less accumulated amortization | (10,585) | (702) |
Less accumulated depreciation | (263,331) | (248,123) |
Property, Plant and Equipment, Net | 234,952 | 109,339 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,876 | 23,876 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 106,060 | 59,121 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 349,032 | 250,762 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,183 | 17,688 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,717 | $ 6,717 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Fixed Assets, Addition | $ 247,050 | |
Fixed Assets, Deprication Disposal | $ 90,746 | $ 30,839 |
LEASES (Details)
LEASES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Right-of-use assets | $ 215,008 | $ 246,968 |
Current operating lease liabilities | 45,203 | 42,977 |
Non-current operating lease liabilities | $ 169,805 | $ 203,991 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 | $ 14,584 | |
2022 | 58,334 | |
2023 | 58,334 | |
2024 | 58,334 | |
2025 | 58,335 | |
Total | 247,921 | |
Less imputed interest | 32,913 | |
Total liability | $ 215,008 | $ 246,968 |
ACCURED LIABILITIES (Details)
ACCURED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accured Liabilities | ||
Accrued wages | $ 31,294 | $ 123,663 |
Credit card | 4,489 | 19,893 |
Customer deposits | 103,550 | |
Sales tax payable | 69,171 | 34,891 |
Warranty | 5,000 | 5,000 |
Total accrued expenses | $ 109,954 | $ 286,997 |
BILLINGS IN EXCESS OF REVENUE_3
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Billings In Excess Of Revenue And Earnings In Excess Of Billings | ||
Unearned revenue, beginning of the period | $ 71,280 | $ 1,511,096 |
Billings in excess of revenue during the period | 2,524,783 | 71,280 |
Recognition of unearned revenue in prior periods | (566,492) | (1,511,096) |
Unearned revenue, end of the period | $ 2,029,571 | $ 71,280 |
BILLINGS IN EXCESS OF REVENUE_4
BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Billings In Excess Of Revenue And Earnings In Excess Of Billings | ||
Costs in Excess of Billings | $ 598,720 | $ 489 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Long-term Debt, Gross | $ 1,167,816 | $ 818,857 |
Amortization of Debt Discount (Premium) | (823,066) | (597,670) |
Financing costs./Original issue discount | (77,891) | (71,199) |
Convertible Notes Payable, Current | 266,859 | 149,988 |
Auctus Fund 11 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 113,000 | |
Derivative, Variable Interest Rate | 12.00% | |
Long-term Debt, Gross | 113,000 | |
Derivative, Inception Date | Aug. 19, 2020 | |
Derivative, Maturity Date | Aug. 19, 2021 | |
C B P 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 30,000 | |
Derivative, Variable Interest Rate | 15.00% | |
Long-term Debt, Gross | $ 9,576 | 30,000 |
Derivative, Inception Date | May 1, 2020 | |
Derivative, Maturity Date | May 1, 2021 | |
C B P 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 30,000 | |
Derivative, Variable Interest Rate | 15.00% | |
Long-term Debt, Gross | $ 30,000 | 30,000 |
Derivative, Inception Date | Jul. 23, 2020 | |
Derivative, Maturity Date | Jul. 23, 2021 | |
E M A Financial 6 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 80,500 | |
Derivative, Variable Interest Rate | 12.00% | |
Long-term Debt, Gross | 80,500 | |
Derivative, Inception Date | Aug. 17, 2020 | |
Derivative, Maturity Date | May 17, 2021 | |
E M A Financial 7 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 50,000 | |
Derivative, Variable Interest Rate | 12.00% | |
Long-term Debt, Gross | 50,000 | |
Derivative, Inception Date | Oct. 21, 2020 | |
Derivative, Maturity Date | Jul. 21, 2021 | |
E M A Financial 8 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 80,500 | |
Derivative, Variable Interest Rate | 16.00% | |
Long-term Debt, Gross | $ 80,500 | |
Derivative, Inception Date | May 4, 2021 | |
Derivative, Maturity Date | May 4, 2022 | |
Emerging Corp Capital 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 83,333 | |
Derivative, Variable Interest Rate | 22.00% | |
Long-term Debt, Gross | 34,857 | |
Derivative, Inception Date | Feb. 12, 2018 | |
Derivative, Maturity Date | Feb. 11, 2019 | |
Emerging Corp Capital #2 | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 110,000 | |
Derivative, Variable Interest Rate | 24.00% | |
Long-term Debt, Gross | $ 110,000 | 110,000 |
Derivative, Inception Date | Oct. 31, 2018 | |
Derivative, Maturity Date | Oct. 31, 2019 | |
G P L Ventures 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 1,240 | 25,000 |
Derivative, Inception Date | Oct. 14, 2020 | |
Derivative, Maturity Date | Oct. 14, 2021 | |
G P L Ventures 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 25,000 | |
Derivative, Inception Date | Mar. 10, 2021 | |
Derivative, Maturity Date | Mar. 10, 2022 | |
G P L Ventures 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 240,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 240,000 | |
Derivative, Inception Date | May 6, 2021 | |
Derivative, Maturity Date | May 6, 2022 | |
Mammoth Corp [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 33,000 | |
Derivative, Variable Interest Rate | 18.00% | |
Long-term Debt, Gross | $ 33,000 | 33,000 |
Derivative, Inception Date | Nov. 19, 2020 | |
Derivative, Maturity Date | Aug. 19, 2021 | |
Optempus 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Derivative, Variable Interest Rate | 22.00% | |
Long-term Debt, Gross | $ 25,000 | 25,000 |
Derivative, Inception Date | Jul. 2, 2020 | |
Derivative, Maturity Date | Jul. 2, 2021 | |
Optempus 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Derivative, Variable Interest Rate | 22.00% | |
Long-term Debt, Gross | $ 25,000 | 25,000 |
Derivative, Inception Date | Jul. 7, 2020 | |
Derivative, Maturity Date | Jul. 2, 2021 | |
Optempus 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 15,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 15,000 | 15,000 |
Derivative, Inception Date | Nov. 24, 2020 | |
Derivative, Maturity Date | Nov. 24, 2021 | |
Optempus 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 40,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 40,000 | 40,000 |
Derivative, Inception Date | Dec. 29, 2020 | |
Derivative, Maturity Date | Dec. 29, 2021 | |
Power Up Lending 14 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 43,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | 43,000 | |
Derivative, Inception Date | Jul. 30, 2020 | |
Derivative, Maturity Date | Jul. 30, 2021 | |
Power Up Lending 15 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 53,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | 53,000 | |
Derivative, Inception Date | Sep. 21, 2020 | |
Derivative, Maturity Date | Sep. 21, 2021 | |
Power Up Lending 16 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 43,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | 43,000 | |
Derivative, Inception Date | Oct. 14, 2020 | |
Derivative, Maturity Date | Oct. 14, 2021 | |
Power Up Lending 17 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 43,500 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | 43,500 | |
Derivative, Inception Date | Dec. 7, 2020 | |
Derivative, Maturity Date | Dec. 7, 2021 | |
Power Up Lending 20 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 53,500 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 53,500 | |
Derivative, Inception Date | Apr. 5, 2021 | |
Derivative, Maturity Date | Apr. 5, 2022 | |
Power Up Lending 21 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 53,750 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 53,750 | |
Derivative, Inception Date | May 3, 2021 | |
Derivative, Maturity Date | May 3, 2022 | |
Power Up Lending 22 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 43,750 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 43,750 | |
Derivative, Inception Date | Jun. 11, 2021 | |
Derivative, Maturity Date | Jun. 11, 2022 | |
Power Up Lending 23 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 43,750 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 43,750 | |
Derivative, Inception Date | Aug. 11, 2021 | |
Derivative, Maturity Date | Aug. 11, 2022 | |
Power Up Lending 24 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 48,750 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 48,750 | |
Derivative, Inception Date | Sep. 14, 2021 | |
Derivative, Maturity Date | Sep. 14, 2022 | |
Tri Bridge 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 15,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 15,000 | 15,000 |
Derivative, Inception Date | May 26, 2020 | |
Derivative, Maturity Date | May 26, 2021 | |
Tri Bridge 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 10,000 | 10,000 |
Derivative, Inception Date | Jul. 24, 2020 | |
Derivative, Maturity Date | Jul. 24, 2021 | |
Tri Bridge 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 25,000 | |
Derivative, Inception Date | Feb. 24, 2021 | |
Derivative, Maturity Date | Aug. 24, 2021 | |
Tri Bridge 5 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 240,000 | |
Derivative, Variable Interest Rate | 10.00% | |
Long-term Debt, Gross | $ 240,000 | |
Derivative, Inception Date | May 6, 2021 | |
Derivative, Maturity Date | May 6, 2022 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Convertible Notes Payable | ||
Proceeds from Convertible Debt | $ 942,000 | $ 698,540 |
Change in Debt Discount Recorded | 134,500 | |
Amortization of debt discount and deferred financing costs | $ 1,089,415 | $ 473,587 |
Shares Issued for Convertible Notes Payable, Shares | 1,081,416,121 | |
Interest Expense, Long-term Debt | $ 106,270 | |
Interest Receivable | $ 119,169 |
PROMISSORY NOTES PAYABLE (Detai
PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | Sep. 14, 2021 | Jul. 15, 2021 | Jan. 05, 2021 | Jun. 19, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Short-term Debt [Line Items] | ||||||
Proceeds from Notes Payable | $ 184,000 | $ 93,090 | ||||
Convertible Notes Payable [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertible Debt | $ 108,000 | |||||
Proceeds from Notes Payable | 93,090 | |||||
Transaction fees | $ 14,910 | $ 14,910 | ||||
Conversion of Stock, Description | During the nine months ended September 30, 2021, the Company issued 198,130,434 shares of common stock upon the conversion of principal in the amount of $108,000, accrued interest of $12,960, penalties of $15,000, and conversion fees of $750. As of September 30, 2021, the note has been fully satisfied. | |||||
Conversion of Stock, Shares Issued | 198,130,434 | |||||
Conversion of Stock, Amount Converted | $ 108,000 | |||||
Convertible Notes Payable 1 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertible Debt | $ 50,000 | |||||
Proceeds from Notes Payable | 39,000 | |||||
Transaction fees | $ 11,000 | 8,077 | ||||
Convertible Notes Payable | 50,000 | |||||
Accured Interest on Notes Payable | 4,405 | |||||
Convertible Notes Payable 2 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertible Debt | $ 75,000 | |||||
Proceeds from Notes Payable | $ 82,500 | 62,500 | ||||
Transaction fees | 17,500 | $ 12,500 | 2,637 | |||
Convertible Notes Payable | 75,000 | |||||
Accured Interest on Notes Payable | 1,899 | |||||
Convertible Notes Payable 3 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertible Debt | $ 100,000 | |||||
Transaction fees | 767 | |||||
Convertible Notes Payable | 100,000 | |||||
Accured Interest on Notes Payable | $ 526 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Liabilities | ||
Balance, beginning of period | $ 2,373,176 | $ 2,273,269 |
Initial recognition of derivative liability | 2,870,847 | 4,142,864 |
Conversion of derivative instruments to Common Stock | (2,300,947) | (5,230,611) |
Mark-to-Market adjustment to fair value | (306,384) | 1,187,654 |
Balance, end of period | $ 2,636,692 | $ 2,373,176 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 2) - Convertible Debt Securities [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 113.06% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 25 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.04% |
Maximum [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 291.74% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.12% |
The fair value at the commitmen
The fair value at the commitment date for the warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2021: (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 189.62% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 months 20 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.07% |
Maximum [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 741.41% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.79% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Nov. 22, 2019 | |
Related Party Transaction [Line Items] | |||
Accrued Professional Fees, Current | $ 120,667 | $ 118,167 | |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred Stock, Shares Issued | 1,000 | ||
Unpaid Wages and Interest | $ 97,325 | ||
Accured Wages | 150,000 | ||
Accured Interest | 1,894 | ||
Payments to Employees | $ 226,354 |
LONG TERM DEBT (Details)
LONG TERM DEBT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Equipment loan | $ 41,134 | $ 115,614 |
Line of credit | 109,475 | 104,155 |
Other loans | 61,588 | |
Total long term debt | $ 150,609 | $ 281,357 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | May 14, 2021 | Jan. 02, 2021 | Nov. 20, 2020 | Oct. 15, 2020 | Apr. 06, 2020 | Mar. 17, 2020 | Mar. 01, 2020 | Jul. 01, 2019 | Mar. 28, 2017 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 22, 2019 |
Class of Stock [Line Items] | ||||||||||||||||||||
Liabilities for Unissued Shares due to Agreement | $ 25,000 | $ 25,000 | ||||||||||||||||||
Additional Paid in Capital | $ 2,227,378 | 2,227,378 | $ (748,254) | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500 | $ 500 | ||||||||||||||||||
Preferred Stock Issued for Services | $ 5,000,000 | $ 200,000 | $ 100,000 | $ 4,000,000 | 200,000 | 4,000,000 | ||||||||||||||
Common Stock Converted to Preferred Stock | $ 414,000 | |||||||||||||||||||
Preferred Stock Converted to Common Stock | $ 262,777 | 796,833 | 786,315 | $ 616,356 | 371,091 | 1,845,925 | 987,447 | $ 1,572,272 | ||||||||||||
Preferred Stock issued to settle Debt | $ 144,970 | 144,970 | $ 144,970 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||||||||||
Preferred Stock Issued for Services | ||||||||||||||||||||
Common Stock converted to Preferred Stock, Shares | 70,000,000 | |||||||||||||||||||
Preferred Stock converted to Common Stock, Shares | (630,065,359) | (579,755,748) | (570,299,494) | (632,339,244) | (232,920,612) | (1,780,120,601) | (2,416,667,054) | |||||||||||||
Preferred Stock converted to Common Stock, Shares | 630,065,359 | 579,755,748 | 570,299,494 | 632,339,244 | 232,920,612 | 1,780,120,601 | 2,416,667,054 | |||||||||||||
Preferred Stock Converted to Common Stock | $ 630,065 | $ 579,756 | $ 570,299 | $ 632,339 | $ 232,921 | |||||||||||||||
Preferred Stock issued to settle Debt | ||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 20,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred Stock, Voting Rights | 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. | |||||||||||||||||||
Preferred Stock, Value, Issued | $ 1 | $ 1 | $ 1 | |||||||||||||||||
Preferred Stock, Shares Issued | 1,000 | 1,000 | 1,000 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 1,000 | 1,000 | 1,000 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred Stock, Voting Rights | 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. | |||||||||||||||||||
Preferred Stock, Value, Issued | $ 797 | $ 797 | $ 1,120 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||||||||||||||||
Common Stock converted to Preferred Stock, Shares | 54,000 | |||||||||||||||||||
Preferred Stock converted to Common Stock, Shares | 357,500 | 734,000 | ||||||||||||||||||
Preferred Stock converted to Common Stock, Shares | (357,500) | (734,000) | ||||||||||||||||||
Preferred Stock issued to settle Debt, Shares | 14,497 | |||||||||||||||||||
Preferred Stock, Shares Issued | 796,997 | 796,997 | 1,120,000 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 796,997 | 796,997 | 1,120,000 | |||||||||||||||||
Series A Preferred Stock [Member] | Bgreen Partners Inc [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock Issued for Services, Shares | 400,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | Maguire And Associates L L C [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock Issued for Services, Shares | 500,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Value, Issued | $ 5,000,000 | |||||||||||||||||||
Liabilities for Unissued Shares due to Agreement | $ 500 | |||||||||||||||||||
Goodwill | 2,289,884 | |||||||||||||||||||
Additional Paid in Capital | $ 2,289,334 | |||||||||||||||||||
Series A Preferred Stock [Member] | Bennett Buchanan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock Issued for Services, Shares | 10,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | Corbin Boyle | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock Issued for Services, Shares | 10,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | Jesse Prim | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock Issued for Services, Shares | 10,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Nov. 20, 2020 | Mar. 17, 2020 | Apr. 22, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 10, 2021 | Jun. 09, 2021 | Dec. 04, 2020 | Dec. 03, 2020 | Mar. 25, 2020 | Mar. 24, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Reverse Stock Split | On April 22, 2019, the Company approved the authorization of a 1 for 3,000 reverse stock split of the Companys outstanding shares of common stock. | ||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 8,008,334 | ||||||||||||||||||
Liabilities for Unissued Shares due to Agreement | $ 25,000 | $ 25,000 | |||||||||||||||||
Increase (Decrease) in Due to Other Related Parties | $ 25,342 | ||||||||||||||||||
Debt Forgiven and Recorded in Additional Paid in Capital | $ 2,227,378 | $ 2,227,378 | $ (748,254) | ||||||||||||||||
Common Stock, Shares Authorized | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | 20,000,000,000 | 20,000,000,000 | 10,000,000,000 | 10,000,000,000 | 5,000,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Loss on Conversion of Common Stock to Preferred Stock | $ 414,000 | ||||||||||||||||||
Loss on Conversion of Preferred Stock to Common Stock | $ 262,777 | $ 796,833 | $ 786,315 | $ 616,356 | $ 371,091 | $ 1,845,925 | 987,447 | $ 1,572,272 | |||||||||||
Valuation of Common Stock after Conversion, Market Price | $ 647,313 | 997,894 | 1,623,336 | 2,701,464 | $ 4,681,016 | $ 398,878 | 3,268,543 | 7,781,358 | $ 8,141,166 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | |||||||||||||||||||
Conversion of Promissory Notes to Stock | $ 594,391 | $ 594,391 | |||||||||||||||||
Common Stock, Shares, Issued | 6,438,301,121 | 6,438,301,121 | 3,534,022,455 | ||||||||||||||||
Common Stock, Shares, Outstanding | 6,438,301,121 | 6,438,301,121 | 3,534,022,455 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common Stock Converted to Preferred Stock, Shares | 54,000 | ||||||||||||||||||
Preferred Stock Convetered to Common Stock, Shares | 357,500 | 734,000 | |||||||||||||||||
Preferred Stock converted to Common Stock, Shares | (357,500) | (734,000) | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | (8,008,334) | ||||||||||||||||||
Common Stock Converted to Preferred Stock, Shares | 70,000,000 | ||||||||||||||||||
Preferred Stock Convetered to Common Stock, Shares | (630,065,359) | (579,755,748) | (570,299,494) | (632,339,244) | (232,920,612) | (1,780,120,601) | (2,416,667,054) | ||||||||||||
Preferred Stock converted to Common Stock, Shares | 630,065,359 | 579,755,748 | 570,299,494 | 632,339,244 | 232,920,612 | 1,780,120,601 | 2,416,667,054 | ||||||||||||
Loss on Conversion of Preferred Stock to Common Stock | $ 630,065 | $ 579,756 | $ 570,299 | $ 632,339 | $ 232,921 | ||||||||||||||
Conversion of Promissory Notes to Common Stock, Shares | 347,501,836 | 331,416,690 | 175,060,588 | 554,136,908 | 259,074,233 | 32,260,676 | 853,979,114 | 1,023,817,685 | |||||||||||
Valuation of Common Stock after Conversion, Market Price | $ 347,502 | $ 331,417 | $ 175,061 | $ 554,137 | $ 259,074 | $ 32,261 | |||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 72,049 | $ 161,202 | $ 72,048,517 | ||||||||||||||||
Conversion of Promissory Notes to Stock, Shares | 198,130,434 | 198,130,434 | |||||||||||||||||
Conversion of Promissory Notes to Stock | $ 198,130 | ||||||||||||||||||
Common Stock, Shares, Outstanding | 6,438,301,121 | 5,460,733,926 | 4,351,431,054 | 1,874,269,389 | 526,590,517 | 34,595,672 | 6,438,301,121 | 1,874,269,389 | 3,534,022,455 | 10,343,330 | |||||||||
Rushford [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Debt Forgiven and Recorded in Additional Paid in Capital | $ 50,342 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Net operating loss | $ 408,735 | $ 408,735 | ||
Effective Income Tax Rate Reconciliation, Percent | 21.00% | |||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | $ 85,834 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | (85,834) | |||
Income Tax Expense (Benefit) | $ 6,800 | $ 6,800 | ||
Components of deferred tax asset: | ||||
Non-capital tax loss carry-forwards | 85,834 | 85,834 | ||
Less: valuation allowance | (85,834) | (85,834) | ||
Net deferred tax asset |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jan. 02, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease, Property Description | Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945 |
Operating Lease, Term | 5 years |
Monthly Rent | $ 4,861 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 08, 2021 | Oct. 28, 2021 | Oct. 08, 2021 | Oct. 06, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||||
Conversion of convertible notes to stock | $ 647,313 | $ 997,894 | $ 1,623,336 | $ 2,701,464 | $ 4,681,016 | $ 398,878 | $ 3,268,543 | $ 7,781,358 | $ 8,141,166 | ||||
Series A Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred Stock converted to Common Stock, Shares | 357,500 | 734,000 | |||||||||||
Preferred Stock converted to Common Stock, Shares | (357,500) | (734,000) | |||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion of convertible notes to stock | $ 347,502 | $ 331,417 | $ 175,061 | $ 554,137 | $ 259,074 | $ 32,261 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 347,501,836 | 331,416,690 | 175,060,588 | 554,136,908 | 259,074,233 | 32,260,676 | 853,979,114 | 1,023,817,685 | |||||
Preferred Stock converted to Common Stock, Shares | (630,065,359) | (579,755,748) | (570,299,494) | (632,339,244) | (232,920,612) | (1,780,120,601) | (2,416,667,054) | ||||||
Preferred Stock converted to Common Stock, Shares | 630,065,359 | 579,755,748 | 570,299,494 | 632,339,244 | 232,920,612 | 1,780,120,601 | 2,416,667,054 | ||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion of convertible notes to stock | |||||||||||||
Preferred Stock converted to Common Stock, Shares | 72,500 | 112,500 | 172,500 | 263,823 | 185,177 | ||||||||
Preferred Stock converted to Common Stock, Shares | (72,500) | (112,500) | (172,500) | (263,823) | (185,177) | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion of convertible notes to stock | $ 56,438 | $ 56,175 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 77,311,644 | 59,131,579 | |||||||||||
Preferred Stock converted to Common Stock, Shares | (100,000,000) | (125,000,000) | (150,000,000) | ||||||||||
Preferred Stock converted to Common Stock, Shares | 100,000,000 | 125,000,000 | 150,000,000 | ||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred Stock converted to Common Stock, Shares | 13,500 | 22,500 | 15,000 | ||||||||||
Preferred Stock converted to Common Stock, Shares | (13,500) | (22,500) | (15,000) |