Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Entity Addresses [Line Items] | ||
Document Type | 20-F/A | |
Amendment Flag | true | |
Amendment Description | Ehave, Inc. (the “Company”) filed its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission (“SEC”) on May 27, 2022 (the “Original Form 20-F”). This Amendment No. 1 on Form 20-F/A (“Amendment No. 1” or “Form 20-F/A”) is being filed to reflect the restatement of property and equipment, other assets, accounts payable and accrued expenses, accrued expenses- related party, current portion of convertible notes, net of debt discount, common stock, accumulated deficit, non-controlling interest, general and administrative expense, interest expense, amortization expense, net loss from continuing operations, net loss, loss attributable to the noncontrolling interest, and net loss attributable to Ehave, Inc. stockholders (the “Restatement”) in the consolidated balance sheet and statement of operations for the year ended December 31, 2021. | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-207107 | |
Entity Registrant Name | EHAVE, INC | |
Entity Central Index Key | 0001653606 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Address, Address Line One | 100 SE 2nd St. | |
Entity Address, Address Line Two | Suite 2000 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33131 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 244,523,925 | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Name | Pinnacle Accountancy Group of Utah | Turner, Stone & Company, LLP |
Auditor Firm ID | 6117 | 76 |
Auditor Location | Farmington, Utah | Dallas, Texas |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 100 SE 2nd St. | |
Entity Address, Address Line Two | Suite 2000 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33131 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 2,350,741 | $ 1,865,110 |
Prepaid expenses | 24,247 | |
Investments | 26,250 | 26,250 |
Other current assets | 50,000 | 40,000 |
Total current assets | 2,426,991 | 1,955,607 |
Property and equipment | 2,497 | |
Other asset | 99,338 | |
TOTAL ASSETS | 2,528,826 | 1,955,607 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,783,015 | 1,299,866 |
Accrued expenses - related party | 338,000 | 50,000 |
Promissory note | 349,079 | |
Current portion of convertible notes, net of debt discount | 1,178,964 | 222,493 |
Total current liabilities | 3,299,979 | 1,921,438 |
Long-term portion of convertible notes, net of debt discount | 130,147 | 432,578 |
TOTAL LIABILITIES | 3,430,126 | 2,354,016 |
STOCKHOLDERS’ DEFICIT: | ||
Common Stock, no par value, unlimited shares authorized, 244,523,925 and 67,169,962 shares issued and outstanding, respectively | 27,041,236 | 17,328,406 |
Equity payable | 3,157,789 | 1,874,963 |
Accumulated deficit | (29,966,387) | (19,729,562) |
Accumulated other comprehensive income | 114,597 | 127,784 |
TOTAL EHAVE, INC. STOCKHOLDERS’ DEFICIT | 347,235 | (398,409) |
Non-controlling interest | (1,248,535) | |
TOTAL STOCKHOLDERS’ DEFICIT | (901,300) | (398,409) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 2,528,826 | $ 1,955,607 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized, unlimited | Unlimited | Unlimited |
Common stock, shares, issued | 244,523,925 | 67,169,962 |
Common stock, shares oustanding | 244,523,925 | 67,169,962 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
General and administrative | $ 9,088,841 | $ 3,921,536 |
Total operating expenses | 9,088,841 | 3,921,536 |
OPERATING LOSS | (9,088,841) | (3,921,536) |
Other income (expenses) | ||
Interest expense | (75,173) | (141,361) |
Amortization expense | (2,364,334) | (804,356) |
(Loss) gain on settlement of debt | 46,442 | 4,179,971 |
Change in fair value of derivative liability | (3,004,387) | |
Other income | 176,933 | |
Total other income (expense) | (2,393,065) | 406,800 |
Net loss from operations | (11,481,906) | (3,514,736) |
Net loss | (11,481,906) | (3,514,736) |
Less: loss attributable to the noncontrolling interest | 1,245,081 | |
Net loss attributable to Ehave, Inc. stockholders | (10,236,825) | (3,514,736) |
Other comprehensive loss | ||
Foreign exchange translation adjustment | (13,187) | (13,853) |
Total other comprehensive loss | (13,187) | (13,853) |
Comprehensive loss | $ (11,495,093) | $ (3,528,589) |
NET LOSS PER SHARE ATTRIBUTABLE TO EHAVE, INC. STOCKHOLDERS | ||
Basic | $ (0.07) | $ (0.11) |
Diluted | $ (0.07) | $ (0.11) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic | 140,342,653 | 32,622,248 |
Diluted | 140,342,653 | 32,622,248 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Equity Payable [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 13,842,414 | $ (16,214,826) | $ 141,637 | $ (2,230,775) | $ (2,230,775) | ||
Beginning balance, shares at Dec. 31, 2019 | 25,413,920 | ||||||
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt | $ 2,112,765 | 2,112,765 | 2,112,765 | ||||
Common stock issued upon conversion of convertible promissory notes and accrued interest | $ 378,182 | 378,182 | $ 378,182 | ||||
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares | 37,818,154 | 216,630,546 | |||||
Common stock issued for Curedash | $ 40,000 | 40,000 | $ 40,000 | ||||
Common stock issued for Curedash, shares | 353,622 | ||||||
Common stock issued for Psytech | $ 26,250 | 26,250 | 26,250 | ||||
Common stock issued for Psytech, shares | 1,050,000 | ||||||
Common stock issued upon cashless warrant exercise | |||||||
Common stock issued upon cashless warrant exercise, shares | 100,909 | ||||||
Stock based compensation | $ 928,795 | 928,795 | 928,795 | ||||
Stock based compensation, shares | 2,433,357 | ||||||
Equity payable to Chief Executive Officer | 1,874,963 | 1,874,963 | 1,874,963 | ||||
Foreign exchange translation | (13,853) | (13,853) | (13,853) | ||||
Net loss | (3,514,736) | (3,514,736) | (3,514,736) | ||||
Ending balance at Dec. 31, 2020 | $ 17,328,406 | 1,874,963 | (19,729,562) | 127,784 | (398,409) | (398,409) | |
Ending balance, shares at Dec. 31, 2020 | 67,169,962 | ||||||
Common stock issued upon conversion of convertible promissory notes and accrued interest | $ 1,469,004 | 1,469,004 | $ 1,469,004 | ||||
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares | 141,635,524 | 148,428,343 | |||||
Common stock issued upon cashless warrant exercise | |||||||
Common stock issued upon cashless warrant exercise, shares | 5,681,985 | ||||||
Stock based compensation | $ 4,966,508 | 4,966,508 | 4,966,508 | ||||
Stock based compensation, shares | 7,354,312 | ||||||
Equity payable to Chief Executive Officer | 1,282,826 | 1,282,826 | 1,282,826 | ||||
Foreign exchange translation | (13,187) | (13,187) | (13,187) | ||||
Net loss | (10,236,825) | (10,236,825) | (1,245,081) | (11,481,906) | |||
Disposal and re-acquisition of Mycotopia Therapies, Inc. | 3,454 | 3,454 | (3,454) | ||||
Common stock issued for regulation A offerings | $ 1,502,000 | 1,502,000 | 1,502,000 | ||||
Common stock issued for regulation A offerings, shares | 22,682,142 | ||||||
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt | $ 1,771,864 | 1,771,864 | 1,771,864 | ||||
Ending balance at Dec. 31, 2021 | $ 27,041,236 | $ 3,157,789 | $ (29,966,387) | $ 114,597 | $ 347,235 | $ (1,248,535) | $ (901,300) |
Ending balance, shares at Dec. 31, 2021 | 244,523,925 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (11,481,906) | $ (3,514,736) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 249 | |
Stock based compensation | 4,966,508 | 928,795 |
Amortization of debt discount | 2,364,334 | 896,348 |
Equity payable to Chief Executive Officer recorded as operating expense | 1,282,826 | 1,874,963 |
Impairment of fixed assets | 100,000 | |
Loss (gain) on settlement of debt | (46,442) | (4,179,971) |
Gain on forgiveness of development grant | (176,933) | |
Change in fair value of derivative liability | 3,004,387 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (25,753) | 451,550 |
Accounts payable and other payables | 488,536 | 677,576 |
Accrued expenses - related party | 288,000 | |
NET CASH USED IN OPERATING ACTIVITIES | (2,063,648) | (38,021) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (162,084) | |
NET CASH USED IN INVESTING ACTIVITIES | (162,084) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of promissory notes | (302,637) | (138,561) |
Net proceeds from convertible notes | 1,512,000 | 2,238,170 |
Payment of convertible notes | (141,000) | |
Financing fees | (63,500) | |
Proceeds from Reg A investment | 1,502,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,711,363 | 1,895,109 |
Effect of exchange rate on cash | (9,508) | |
Net increase (decrease) in cash | 485,631 | 1,847,580 |
Cash, beginning of period | 1,865,110 | 17,530 |
Cash, end of period | 2,350,741 | 1,865,110 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for conversion of debt and accrued interest | 1,469,004 | 378,182 |
Common stock issued for CureDash | 40,000 | |
Common stock issued for Psytech | 26,250 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANZATION AND SUMMARY OF SIGN
ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and General Description of Business EHAVE, Inc. (formerly known as “Behavioral Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our rehabilitation software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors. Mycotopia sponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed by Ehave. Reclassification Certain amounts have been reclassified for the year ended December 31, 2020 in order to conform to current period presentation. The Company reclassed $ 50,000 Restatement of Previously Issued Financial Statements Subsequent to the Company’s filing of its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission on May 27, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia Therapies, Inc. (“Mycotopia”), a majority owned subsidiary of the Company, and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 20-F does not give effect to $ 288,000 5 2,029,861 . ● Reclass of $ 99,338 from property and equipment to other asset, reduce accumulated depreciation and depreciation expense by $ 39,680 associated with the reclass. ● Record a reduction in accounts payable and accrued expenses of $ 51,727 ● Record $ 288,000 of cash compensation for Ben Kaplan cash compensation as accrued expenses – related party ● Reclass $ 50,000 50,000 ● Record $ 55,000 of convertible notes payable ● Record $ 55,000 of common stock in relation to warrants and conversion feature for convertible notes payable entered into. ● Reclass $ 861,414 ● Record stock based compensation of $ 2,149,906 2,029,861 ● Record amortization expense of $ 423,280 in relation to debt discount EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021: SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS As Reported Adjustment As Corrected Property and equipment 82,185 (79,688 ) 2,497 Other asset - 99,338 99,338 Total assets 2,509,176 19,650 2,528,826 Accounts payable and accrued expenses 1,834,742 (51,727 ) 1,783,015 Accrued expenses – related party - 338,000 338,000 Current portion of convertible notes, net of debt discount 1,067,199 111,765 1,178,964 Total current liabilities 2,901,941 398,038 3,299,979 Total liabilities 3,032,088 398,038 3,430,126 Common stock 24,631,466 2,409,770 27,041,236 Accumulated deficit (26,316,815 ) (3,649,572 ) (29,966,387 ) Total Ehave, Inc. stockholders’ deficit 1,587,037 (1,239,802 ) 347,235 Non-controlling interest (2,109,949 ) 861,414 (1,248,535 ) Total stockholders’ deficit (522,912 ) (378,388 ) (901,300 ) Total liabilities and stockholders’ deficit 2,509,176 19,650 2,528,826 The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021: As Reported Adjustment As Corrected General and administrative 6,681,261 2,407,580 9,088,841 Total operating expenses 6,681,261 2,407,580 9,088,841 Operating loss (6,681,261 ) (2,407,580 ) (9,088,841 ) Interest expense (70,953 ) (4,220 ) (75,173 ) Amortization expense (1,941,054 ) (423,280 ) (2,364,334 ) Net loss from continuing operations (8,693,748 ) (2,788,158 ) (11,481,906 ) Net loss (8,693,748 ) (2,788,158 ) (11,481,906 ) Loss attributable to the noncontrolling interest 2,106,495 (861,414 ) 1,245,081 Net loss attributable to Ehave, Inc. stockholders (6,587,253 ) (3,649,573 ) (10,236,825 ) Comprehensive loss (8,706,935 ) (2,788,158 ) (11,495,093 ) Basic and diluted net loss per share attributable to Ehave, Inc. stockholders (0.05 ) (0.02 ) (0.07 ) Additionally, please refer to Note – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with Mycotopia. Basis of Presentation and principles of consolidation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s functional currency is the U.S. Dollar. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Mycotopia Therapies, Inc. (“Mycotopia”) of which the Company has a 75.77 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Foreign Currency Translation The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Expenses are translated using average exchange rates during the period. The result from currency translation is reflected in stockholders’ deficit as a component of accumulated other comprehensive income. Foreign Currency Risk The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints. Cash and cash equivalents The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments. Significant Concentrations and Risks The Company maintains its cash in bank deposit and checking accounts that at times exceed federally insured limits of $ 250,000 Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions Software Products and Research and Development Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. For the years ended December 31, 2021 and 2020, the Company recorded $ 101,633 and $ 0 , respectively, as general and administrative expense for software development costs, Stock Based Compensation We follow ASC Topic 718, Compensation–Stock Compensation, Advertising Costs The Company expenses advertising costs as incurred. Advertising expense totaled $ 363,450 0 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Impairment of Long-lived Assets Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which ar 100,000 Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line method of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $ 100,000 The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Medical equipment 5 years As of December 31, 2021 and 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT $ 2021 $ 2020 December 31, 2021 2020 Medical equipment $ 2,746 $ - Total 2,746 - Less, accumulated depreciation (249 ) - Equipment, net $ 2,497 $ - During the years ending December 31, 2021 and 2020, the Company recorded depreciation expense of $ 249 0 Leases The Company reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. The Company reimburses its CEO, Ben Kaplan, for leased office space in the amount of $ 4,000 48,000 0 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Income Taxes Income tax expense is based on income before income taxes and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. Net Loss per Common Share, basic The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the year ended December 31, 2021, the Company had outstanding warrants to purchase 29,320,478 common shares and 148,428,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. For the year ended December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. Recent Accounting Pronouncements During the periods ended December 31, 2021 and 2020 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate the continuation of the Company as a going concern. Through December 31, 2021, the Company has incurred an accumulated deficit of $ 29,966,387 primarily as a result of expenses incurred through a combination of development and commercialization activities related to our products and general and administrative expenses supporting those activities, as well as an operating loss of $ 9,088,841 for the year ended December 31, 2021. Our total cash balance as of December 31, 2021 was $ 2,350,741 . At December 31, 2021, we had a working capital deficit of $ 872,988 We anticipate that we will continue to incur losses and negative cash flows from operations, and that such losses will increase over the next several years. As a result of these expected losses and negative cash flows from operations, along with our current cash position, we may not have sufficient resources to fund operations for one year from the date we issued these financial statements. Therefore, there is substantial doubt about our ability to continue as a going concern. To further improve the Company’s liquidity position, the Company’s management continues to explore additional equity and debt financing through discussions with investment bankers and private investors. Further, the Company’s management continues to explore strategic acquisitions in order to achieve profitability. There can be no assurance that the company will be successful in its effort to secure additional financing. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern. EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 3. FAIR VALUE MEASUREMENT ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Other current assets, accounts payable and accrued expenses, and convertible notes are all stated at book value due to the term and nature of such items. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS During the year ended December 31, 2020, the Company issued a convertible promissory note to a related party for the principal amount of $ 11,000 1,000 110,000 0.01 110,000 On August 4, 2020, the Company issued 775,194 Ehave Consulting Agreement with the CEO On January 1, 2021, the Company entered into an Executive Consulting Agreement, which superseded the previous consulting agreement, with Benjamin Kaplan to serve as the Company’s CEO for an initial term of 36 210,900 320,000 3,157,789 1,874,963 1,691,226 2,194,963 517,500 On June 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s CEO for an initial term of 24 On June 29, 2019, the Company and BK amended the Agreement as follows: BK was granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $ 0.01 April 16, 2022 During the year ended December 31, 2020, the Company issued 3,358,498 720,695 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Upon the closing of a Significant Transaction (defined as the closing of financing for at least $ 500,000 1,000,000 On January 1, 2021, the Company entered into a new consulting agreement with the CEO for a term of 36 Annual Salary Compensation The Company shall pay the CEO a fee of $ 24,000 per month as annual salary compensation. During the year ended December 31, 2021, the Company recorded $ 288,000 as general and administrative expense for the CEO fee. Bonus The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones. SCHEDULE OF BONUS AND MILESTONES Bonus (Canadian Dollars) EBITDA Milestones (Canadian Dollars) $ 100,000 1 st 1,000,000 $ 100,000 2 nd 1,000,000 $ 100,000 3 rd 1,000,000 $ 100,000 4 th 1,000,000 $ 100,000 5 th 1,000,000 The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining the below market cap for a period of 22 consecutive trading days: SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES Bonus (Shares) Market Capitalization Milestone (U.S. Dollars) 5,000,000 $ 20,000,000 5,000,000 $ 40,000,000 5,000,000 $ 60,000,000 5,000,000 $ 80,000,000 5,000,000 $ 100,000,000 Stock Grants – Significant Transactions Upon the Company closing of a Significant Transaction, the CEO shall be granted shares of common stock or new series of preferred shares of the Company that is convertible into common stock equal to 10% of the value of all the consideration, including any stock, cash or debt of such completed transaction. The CEO shall earn this grant for each Significant Transaction closed by the Company. A “Significant Transaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic line of business, and a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides cash flow or equivalent value in excess of $ 250,000 1,282,826 1,874,963 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Equity Payable to Chief Executive Officer As of December 31, 2021 and 2020, the Company had a balance of $ 3,157,789 and $ 1,874,963 , respectively, as equity payable for Significant Transactions. During the years ended December 31, 2021 and 2020, the Company recorded $ 1,282,826 and $ 1,874,963 , respectively, as general and administrative expense for Significant Transactions entered into during the periods. Mycotopia Consulting Agreement with the CEO On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021, the Company recorded $ 288,000 2,317,861 2,029,861 Significant terms of the Mycotopia Consulting Agreement are as follows: BK was granted a Warrant to purchase that number of shares of Mycotopia common stock equal to 5% of the issued and outstanding Mycotopia common shares, on a fully diluted basis. The Warrant has an exercise price of $ 0.01 November 16, 2023 During the year ended December 31, 2021, the Company issued 812,118 2,029,861 Bonus The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones. SCHEDULE OF BONUS AND MILESTONES Bonus EBITDA Milestones $ 100,000 1 st 1,000,000 $ 100,000 2 nd 1,000,000 $ 100,000 3 rd 1,000,000 $ 100,000 4 th 1,000,000 $ 100,000 5 th 1,000,000 The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Mycotopia market capitalization by maintaining the below market cap for Mycotopia for a period of 22 consecutive trading days: SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES Bonus (Shares) Market Capitalization Milestone 250,000 $ 30,000,000 250,000 $ 40,000,000 250,000 $ 60,000,000 250,000 $ 80,000,000 250,000 $ 100,000,000 Stock Grants – Significant Transactions Upon the Company closing of a Significant Transaction with Mycotopia, the CEO shall be granted shares of Mycotopia common stock or new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction for Mycotopia. A “Significant Transaction” shall mean a financing of at least $ 500,000 1,000,000 As of December 31, 2021, no amounts have been accrued related to the bonuses. EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Consulting Agreement with CFO On October 1, 2020, the Company entered into a consulting agreement with the Company’s CFO, James Cardwell for an initial term of one year, which was extended for an additional year upon its anniversary. Compensation pursuant to the agreement shall be a minimum of $ 1,500 16,500 4,500 Consulting Agreement with Chief Technology Officer On January 1, 2020, the Company entered into an executive employment agreement with the Chief Technology Officer. The Company shall pay the executive $ 120,000 2,033,016 130,113 138,360 129,180 |
PROMISSORY NOTE AND CONVERTIBLE
PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES | 5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES Convertible Notes During the years ended December 31, 2021 and 2020, the Company issued convertible promissory notes (the “Notes”) with a term of 18 and 24 months upon issuance. The Notes were issued with an original issue discount (an “OID”) of 10%, and mature beginning April 2022 thru December 2023. At December 31, 2021 the Notes are convertible into 148,428,343 shares of the Company’ common stock and 1,007,500 shares of Mycotopia common stock. During the years ended December 31, 2021 and 2020, the Company issued 141,635,524 and 37,818,154 , respectively, shares of common stock upon conversion of the Notes and accrued interest. The following table summarizes the Notes activity during the years ended December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE As of Convertible promissory notes, balance at January 1, 2020 $ - Issuances 2,544,487 Conversions (378,182 ) Debt discount (2,407,582 ) Amortization of original issue discount (interest expense) 804,356 Amortization of BCF and warrants (amortization expense) 91,992 Convertible promissory notes, balance at December 31, 2020 655,071 Issuances 1,768,700 Conversions (not inclusive of accrued interest of $ 44,104 (1,424,900 ) Debt discount (2,054,904 ) Amortization of debt discount 2,364,334 Convertible promissory notes, balance at December 31, 2021 $ 1,309,111 Promissory Note On December 20, 2021, the Company entered into a settlement agreement to apply the $ 302,637 tax refund from Ontario Interactive Digital Media Tax Credit as payment for the promissory note recorded in the amount of $ 349,079 as of December 31, 2020. In connection with the settlement, previous amounts of principal and accrued interest due under the promissory note were forgiven in the aggregate amount of $ 350,739 . As part of the settlement, the Company agreed to compensate the lenders and issue $ 50,569 worth of common stock. The $ 50,569 480 . EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Collaboration Agreement The Company entered into a collaboration agreement with a hospital located in Canada. As of December 31, 2021 and 2020, the Company recorded $ 10,000 5,000 Agreements On January 1, 2020, the Company entered into a consulting agreement for investor relations services. The Company shall pay the consultant $ 6,500 2,500 4,000 20 75,966 79,159 On November 16, 2021, the Company entered into a consulting agreement for a term of three years to advise the Company and its Ketadash Subsidiary (see “Subsequent Events”) in establishing services to be provided in California. The Company will pay the consultant a percentage of gross profits as follows: (i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding $5,000,001. Medical Advisory Board Agreements During the period ended December 31, 2020, the Company entered into medical advisory board agreements with four members for a term of one year each. As consideration for the services to be rendered, the Company agreed to pay $ 45,000 in cash and $ 155,000 worth of common stock. As of December 31, 2021 and 2020, the Company has accrued $ 233,110 and $ 105,438 in relation to these agreements. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | 7. STOCKHOLDERS’ EQUITY (DEFICIT) On September 15, 2020, the Company issued 1,050,000 1,050,000 10 26,250 26,250 During the year ended December 31, 2020, the Company issued 37,818,154 378,182 During the year ended December 31, 2020, the Company issued 100,909 110,000 On December 31, 2020, the Company issued 353,622 shares of common stock in relation to an asset sale and purchase agreement entered into on January 21, 2021 with CureDash, Inc. (a Deleware Corporation) (“CureDash” or the “Seller”). The shares were recorded at fair value on the date of issuance of $ 40,000 . As of December 31, 2020, the Company recorded this amount as other current asset in the consolidated balance sheet. On January 21, 2021, the Company purchased tangible and intangible assets from the Seller in order to begin a new venture in psychosis therapy. The purchase price of the assets was $ 100,000 payable with the issuance of the 353,622 shares of common stock and $ 60,000 in cash which was paid upon closing on January 21, 2021. As of December 31, 2021, the Company recorded the purchase as an asset acquisition and recorded $ 100,000 as fixed assets where were impaired during the year ended December 31, 2021 (see Note 1, Property and Equipment). EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) On January 19, 2021, the Company consummated its agreement with the former and current directors of 20/20 Global, Inc. (“20/20 Global”) that provide for: (i) 20/20 Global’s purchase for $ 350,000 9,793,754 75.77 350,000 3,454 During the year ended December 31, 2021, the Company received aggregate investments of $ 1,502,000 22,682,142 During the year ended December 31, 2021, the Company issued 5,681,985 6,709,890 During the year ended December 31, 2021, the Company issued 141,635,524 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $ 1,469,004 in the aggregate. (see Note 5). STOCK BASED COMPENSATION During the year ended December 31, 2020, the Company entered into a finder’s fee agreement with a consultant to assist the Company in procuring sources of financing such as equity, debt, or a merger or sale of the Company. Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent. 1,250,000 46,875 63,500 During the year ended December 31, 2020, the Company issued 3,358,498 720,695 720,695 0.37 0.12 0.01 0 0.20 0.13 570 648 During the year ended December 31, 2020, the Company issued 1,183,357 161,225 During the year ending December 31, 2021, the Company issued 7,354,312 shares of Ehave common stock for services rendered and recorded $ 654,647 in relation to these shares issued. EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) During the year ended December 31, 2021, the Company issued 812,118 2,029,861 During the year ended December 31, 2021, the Company recorded stock compensation of $ 2,252,000 During the year ended December 31, 2021, the Company recorded stock compensation of $ 30,000 Warrants Issued The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021 and 2020. SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Underlying Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2020 - $ Granted 28,803,368 0.01 1.41 Exercised (110,000 ) 0.01 Forfeited - Warrants outstanding at December 31, 2020 28,693,368 0.01 1.12 Granted 7,337,000 0.01 1.50 Exercised (6,709,890 ) 0.01 Forfeited - Warrant outstanding at December 31, 2021 29,320,478 $ 0.01 0.44 The intrinsic value of warrants outstanding as of December 31, 2021 was $ 18,844 The warrants granted during the period ending December 31, 2021 and 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANTS Year Ended December 31, 2021 2020 Expected term, in years 1.5 2.83 Expected volatility 100 % 162.24 % Risk free interest rate 0.09 0.13 % 0.44 % Dividend yield - - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate a deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income tax has been recorded for the years ended December 31, 2021 and December 31, 2020 due to the Company’s operating losses. As of December 31, 2021, the Company has a net operating loss for tax purposes of CAD $ 15,824,709 (2020 – CAD $ 11,448,330 ) that can be carried forward over 20 years. EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) Deferred Income Taxes Deferred income taxes primarily represent the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The components of the Company’s deferred taxes are as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS $ - $ - 2021 2020 Deferred tax assets (liabilities): Deferred tax asset, beginning $ 1,074,000 $ 741,000 Increase in valuation reserve 2,452,000 333,000 Deferred tax asset, ending 3,526,000 1,074,000 Valuation allowance (3,526,000 ) (1,074,000 ) Net deferred tax assets $ - $ - The following table summarizes the significant differences between the Canadian Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2021 and 2020: SCHEDULE OF EFFECTIVE TAX RATE 2021 2020 Canadian statutory tax rate 15.00 % 15.00 % Provincial income taxes, net of federal benefit 12.05 % 1.17 % Foreign rate differential 0.09 % 0.00 % Amortization of debt discount (3.09 )% (8.20 )% Derivatives 0.00 % 10.75 % Stock based compensation (6.32 )% 0.00 % Change in valuation allowance (21.33 )% (20.25 )% Foreign Exchange Rate Change 3.16 % 1.53 % Other 0.44 % 0.00 % Totals 0.00 % 0.00 % The tax years from 2021 to 2023 are open for examination by the Canada tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On January 8, 2022, the Company entered into a stock purchase agreement to acquire 100 250,000 75,000 175,000 100 75,000 19,977,169 Subsequent to year end, the Company issued 15,800,000 shares of common stock upon the conversion of $ 158,000 of convertible debt in accordance with the terms of the agreement. Subsequent to year end, the Company issued 5,055,381 to a consultant for services rendered at a fair value of approximately $ 75,000 . Subsequent to year end, the Company received 212,488 shares of Wesana Health Holdings, Inc. in exchange for all of the Company’s Psytech shares. |
ORGANZATION AND SUMMARY OF SI_2
ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and General Description of Business | Organization and General Description of Business EHAVE, Inc. (formerly known as “Behavioral Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our rehabilitation software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors. Mycotopia sponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed by Ehave. |
Reclassification | Reclassification Certain amounts have been reclassified for the year ended December 31, 2020 in order to conform to current period presentation. The Company reclassed $ 50,000 |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements Subsequent to the Company’s filing of its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission on May 27, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia Therapies, Inc. (“Mycotopia”), a majority owned subsidiary of the Company, and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 20-F does not give effect to $ 288,000 5 2,029,861 . ● Reclass of $ 99,338 from property and equipment to other asset, reduce accumulated depreciation and depreciation expense by $ 39,680 associated with the reclass. ● Record a reduction in accounts payable and accrued expenses of $ 51,727 ● Record $ 288,000 of cash compensation for Ben Kaplan cash compensation as accrued expenses – related party ● Reclass $ 50,000 50,000 ● Record $ 55,000 of convertible notes payable ● Record $ 55,000 of common stock in relation to warrants and conversion feature for convertible notes payable entered into. ● Reclass $ 861,414 ● Record stock based compensation of $ 2,149,906 2,029,861 ● Record amortization expense of $ 423,280 in relation to debt discount EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021: SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS As Reported Adjustment As Corrected Property and equipment 82,185 (79,688 ) 2,497 Other asset - 99,338 99,338 Total assets 2,509,176 19,650 2,528,826 Accounts payable and accrued expenses 1,834,742 (51,727 ) 1,783,015 Accrued expenses – related party - 338,000 338,000 Current portion of convertible notes, net of debt discount 1,067,199 111,765 1,178,964 Total current liabilities 2,901,941 398,038 3,299,979 Total liabilities 3,032,088 398,038 3,430,126 Common stock 24,631,466 2,409,770 27,041,236 Accumulated deficit (26,316,815 ) (3,649,572 ) (29,966,387 ) Total Ehave, Inc. stockholders’ deficit 1,587,037 (1,239,802 ) 347,235 Non-controlling interest (2,109,949 ) 861,414 (1,248,535 ) Total stockholders’ deficit (522,912 ) (378,388 ) (901,300 ) Total liabilities and stockholders’ deficit 2,509,176 19,650 2,528,826 The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021: As Reported Adjustment As Corrected General and administrative 6,681,261 2,407,580 9,088,841 Total operating expenses 6,681,261 2,407,580 9,088,841 Operating loss (6,681,261 ) (2,407,580 ) (9,088,841 ) Interest expense (70,953 ) (4,220 ) (75,173 ) Amortization expense (1,941,054 ) (423,280 ) (2,364,334 ) Net loss from continuing operations (8,693,748 ) (2,788,158 ) (11,481,906 ) Net loss (8,693,748 ) (2,788,158 ) (11,481,906 ) Loss attributable to the noncontrolling interest 2,106,495 (861,414 ) 1,245,081 Net loss attributable to Ehave, Inc. stockholders (6,587,253 ) (3,649,573 ) (10,236,825 ) Comprehensive loss (8,706,935 ) (2,788,158 ) (11,495,093 ) Basic and diluted net loss per share attributable to Ehave, Inc. stockholders (0.05 ) (0.02 ) (0.07 ) Additionally, please refer to Note – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with Mycotopia. |
Basis of Presentation and principles of consolidation | Basis of Presentation and principles of consolidation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s functional currency is the U.S. Dollar. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Mycotopia Therapies, Inc. (“Mycotopia”) of which the Company has a 75.77 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Expenses are translated using average exchange rates during the period. The result from currency translation is reflected in stockholders’ deficit as a component of accumulated other comprehensive income. |
Foreign Currency Risk | Foreign Currency Risk The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments. |
Significant Concentrations and Risks | Significant Concentrations and Risks The Company maintains its cash in bank deposit and checking accounts that at times exceed federally insured limits of $ 250,000 Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions |
Software Products and Research and Development | Software Products and Research and Development Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. For the years ended December 31, 2021 and 2020, the Company recorded $ 101,633 and $ 0 , respectively, as general and administrative expense for software development costs, |
Stock Based Compensation | Stock Based Compensation We follow ASC Topic 718, Compensation–Stock Compensation, |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense totaled $ 363,450 0 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which ar 100,000 |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line method of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $ 100,000 The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Medical equipment 5 years As of December 31, 2021 and 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT $ 2021 $ 2020 December 31, 2021 2020 Medical equipment $ 2,746 $ - Total 2,746 - Less, accumulated depreciation (249 ) - Equipment, net $ 2,497 $ - During the years ending December 31, 2021 and 2020, the Company recorded depreciation expense of $ 249 0 |
Leases | Leases The Company reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. The Company reimburses its CEO, Ben Kaplan, for leased office space in the amount of $ 4,000 48,000 0 EHAVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) |
Income Taxes | Income Taxes Income tax expense is based on income before income taxes and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. |
Net Loss per Common Share, basic | Net Loss per Common Share, basic The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the year ended December 31, 2021, the Company had outstanding warrants to purchase 29,320,478 common shares and 148,428,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. For the year ended December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements During the periods ended December 31, 2021 and 2020 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
ORGANZATION AND SUMMARY OF SI_3
ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS | The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021: SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS As Reported Adjustment As Corrected Property and equipment 82,185 (79,688 ) 2,497 Other asset - 99,338 99,338 Total assets 2,509,176 19,650 2,528,826 Accounts payable and accrued expenses 1,834,742 (51,727 ) 1,783,015 Accrued expenses – related party - 338,000 338,000 Current portion of convertible notes, net of debt discount 1,067,199 111,765 1,178,964 Total current liabilities 2,901,941 398,038 3,299,979 Total liabilities 3,032,088 398,038 3,430,126 Common stock 24,631,466 2,409,770 27,041,236 Accumulated deficit (26,316,815 ) (3,649,572 ) (29,966,387 ) Total Ehave, Inc. stockholders’ deficit 1,587,037 (1,239,802 ) 347,235 Non-controlling interest (2,109,949 ) 861,414 (1,248,535 ) Total stockholders’ deficit (522,912 ) (378,388 ) (901,300 ) Total liabilities and stockholders’ deficit 2,509,176 19,650 2,528,826 The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021: As Reported Adjustment As Corrected General and administrative 6,681,261 2,407,580 9,088,841 Total operating expenses 6,681,261 2,407,580 9,088,841 Operating loss (6,681,261 ) (2,407,580 ) (9,088,841 ) Interest expense (70,953 ) (4,220 ) (75,173 ) Amortization expense (1,941,054 ) (423,280 ) (2,364,334 ) Net loss from continuing operations (8,693,748 ) (2,788,158 ) (11,481,906 ) Net loss (8,693,748 ) (2,788,158 ) (11,481,906 ) Loss attributable to the noncontrolling interest 2,106,495 (861,414 ) 1,245,081 Net loss attributable to Ehave, Inc. stockholders (6,587,253 ) (3,649,573 ) (10,236,825 ) Comprehensive loss (8,706,935 ) (2,788,158 ) (11,495,093 ) Basic and diluted net loss per share attributable to Ehave, Inc. stockholders (0.05 ) (0.02 ) (0.07 ) |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Medical equipment 5 years |
SCHEDULE OF PROPERTY AND EQUIPMENT | As of December 31, 2021 and 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT $ 2021 $ 2020 December 31, 2021 2020 Medical equipment $ 2,746 $ - Total 2,746 - Less, accumulated depreciation (249 ) - Equipment, net $ 2,497 $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |
SCHEDULE OF BONUS AND MILESTONES | The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones. SCHEDULE OF BONUS AND MILESTONES Bonus (Canadian Dollars) EBITDA Milestones (Canadian Dollars) $ 100,000 1 st 1,000,000 $ 100,000 2 nd 1,000,000 $ 100,000 3 rd 1,000,000 $ 100,000 4 th 1,000,000 $ 100,000 5 th 1,000,000 |
SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES | The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining the below market cap for a period of 22 consecutive trading days: SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES Bonus (Shares) Market Capitalization Milestone (U.S. Dollars) 5,000,000 $ 20,000,000 5,000,000 $ 40,000,000 5,000,000 $ 60,000,000 5,000,000 $ 80,000,000 5,000,000 $ 100,000,000 |
Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
SCHEDULE OF BONUS AND MILESTONES | The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones. SCHEDULE OF BONUS AND MILESTONES Bonus EBITDA Milestones $ 100,000 1 st 1,000,000 $ 100,000 2 nd 1,000,000 $ 100,000 3 rd 1,000,000 $ 100,000 4 th 1,000,000 $ 100,000 5 th 1,000,000 |
SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES | The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Mycotopia market capitalization by maintaining the below market cap for Mycotopia for a period of 22 consecutive trading days: SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES Bonus (Shares) Market Capitalization Milestone 250,000 $ 30,000,000 250,000 $ 40,000,000 250,000 $ 60,000,000 250,000 $ 80,000,000 250,000 $ 100,000,000 |
PROMISSORY NOTE AND CONVERTIB_2
PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | The following table summarizes the Notes activity during the years ended December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE As of Convertible promissory notes, balance at January 1, 2020 $ - Issuances 2,544,487 Conversions (378,182 ) Debt discount (2,407,582 ) Amortization of original issue discount (interest expense) 804,356 Amortization of BCF and warrants (amortization expense) 91,992 Convertible promissory notes, balance at December 31, 2020 655,071 Issuances 1,768,700 Conversions (not inclusive of accrued interest of $ 44,104 (1,424,900 ) Debt discount (2,054,904 ) Amortization of debt discount 2,364,334 Convertible promissory notes, balance at December 31, 2021 $ 1,309,111 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES | The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021 and 2020. SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Underlying Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2020 - $ Granted 28,803,368 0.01 1.41 Exercised (110,000 ) 0.01 Forfeited - Warrants outstanding at December 31, 2020 28,693,368 0.01 1.12 Granted 7,337,000 0.01 1.50 Exercised (6,709,890 ) 0.01 Forfeited - Warrant outstanding at December 31, 2021 29,320,478 $ 0.01 0.44 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANTS | The warrants granted during the period ending December 31, 2021 and 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANTS Year Ended December 31, 2021 2020 Expected term, in years 1.5 2.83 Expected volatility 100 % 162.24 % Risk free interest rate 0.09 0.13 % 0.44 % Dividend yield - - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS | SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS $ - $ - 2021 2020 Deferred tax assets (liabilities): Deferred tax asset, beginning $ 1,074,000 $ 741,000 Increase in valuation reserve 2,452,000 333,000 Deferred tax asset, ending 3,526,000 1,074,000 Valuation allowance (3,526,000 ) (1,074,000 ) Net deferred tax assets $ - $ - |
SCHEDULE OF EFFECTIVE TAX RATE | SCHEDULE OF EFFECTIVE TAX RATE 2021 2020 Canadian statutory tax rate 15.00 % 15.00 % Provincial income taxes, net of federal benefit 12.05 % 1.17 % Foreign rate differential 0.09 % 0.00 % Amortization of debt discount (3.09 )% (8.20 )% Derivatives 0.00 % 10.75 % Stock based compensation (6.32 )% 0.00 % Change in valuation allowance (21.33 )% (20.25 )% Foreign Exchange Rate Change 3.16 % 1.53 % Other 0.44 % 0.00 % Totals 0.00 % 0.00 % |
SCHEDULE OF RESTATEMENT ITEMS O
SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment | $ 2,497 | ||
Other asset | 99,338 | ||
Total assets | 2,528,826 | 1,955,607 | |
Accounts payable and accrued expenses | 1,783,015 | 1,299,866 | |
Accrued expenses – related party | 338,000 | 50,000 | |
Current portion of convertible notes, net of debt discount | 1,178,964 | 222,493 | |
Total current liabilities | 3,299,979 | 1,921,438 | |
Total liabilities | 3,430,126 | 2,354,016 | |
Common stock | 27,041,236 | 17,328,406 | |
Accumulated deficit | (29,966,387) | (19,729,562) | |
Total Ehave, Inc. stockholders’ deficit | 347,235 | (398,409) | |
Non-controlling interest | (1,248,535) | ||
Total stockholders’ deficit | (901,300) | (398,409) | $ (2,230,775) |
Total liabilities and stockholders’ deficit | 2,528,826 | 1,955,607 | |
General and administrative | 9,088,841 | 3,921,536 | |
Total operating expenses | 9,088,841 | 3,921,536 | |
Operating loss | (9,088,841) | (3,921,536) | |
Interest expense | (75,173) | (141,361) | |
Amortization expense | (2,364,334) | (804,356) | |
Net loss from continuing operations | (11,481,906) | (3,514,736) | |
Net loss | (11,481,906) | (3,514,736) | |
Loss attributable to the noncontrolling interest | 1,245,081 | ||
Net loss attributable to Ehave, Inc. stockholders | (10,236,825) | (3,514,736) | |
Comprehensive loss | $ (11,495,093) | $ (3,528,589) | |
Basic net loss per share attributable to Ehave Inc stockholders | $ (0.07) | $ (0.11) | |
Diluted net loss per share attributable to Ehave Inc stockholders | $ (0.07) | $ (0.11) | |
Previously Reported [Member] | |||
Property and equipment | $ 82,185 | ||
Other asset | |||
Total assets | 2,509,176 | ||
Accounts payable and accrued expenses | 1,834,742 | ||
Accrued expenses – related party | |||
Current portion of convertible notes, net of debt discount | 1,067,199 | ||
Total current liabilities | 2,901,941 | ||
Total liabilities | 3,032,088 | ||
Common stock | 24,631,466 | ||
Accumulated deficit | (26,316,815) | ||
Total Ehave, Inc. stockholders’ deficit | 1,587,037 | ||
Non-controlling interest | (2,109,949) | ||
Total stockholders’ deficit | (522,912) | ||
Total liabilities and stockholders’ deficit | 2,509,176 | ||
General and administrative | 6,681,261 | ||
Total operating expenses | 6,681,261 | ||
Operating loss | (6,681,261) | ||
Interest expense | (70,953) | ||
Amortization expense | (1,941,054) | ||
Net loss from continuing operations | (8,693,748) | ||
Net loss | (8,693,748) | ||
Loss attributable to the noncontrolling interest | 2,106,495 | ||
Net loss attributable to Ehave, Inc. stockholders | (6,587,253) | ||
Comprehensive loss | $ (8,706,935) | ||
Basic net loss per share attributable to Ehave Inc stockholders | $ (0.05) | ||
Diluted net loss per share attributable to Ehave Inc stockholders | $ (0.05) | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Property and equipment | $ (79,688) | ||
Other asset | 99,338 | ||
Total assets | 19,650 | ||
Accounts payable and accrued expenses | (51,727) | ||
Accrued expenses – related party | 338,000 | ||
Current portion of convertible notes, net of debt discount | 111,765 | ||
Total current liabilities | 398,038 | ||
Total liabilities | 398,038 | ||
Common stock | 2,409,770 | ||
Accumulated deficit | (3,649,572) | ||
Total Ehave, Inc. stockholders’ deficit | (1,239,802) | ||
Non-controlling interest | 861,414 | ||
Total stockholders’ deficit | (378,388) | ||
Total liabilities and stockholders’ deficit | 19,650 | ||
General and administrative | 2,407,580 | ||
Total operating expenses | 2,407,580 | ||
Operating loss | (2,407,580) | ||
Interest expense | (4,220) | ||
Amortization expense | (423,280) | ||
Net loss from continuing operations | (2,788,158) | ||
Net loss | (2,788,158) | ||
Loss attributable to the noncontrolling interest | (861,414) | ||
Net loss attributable to Ehave, Inc. stockholders | (3,649,573) | ||
Comprehensive loss | $ (2,788,158) | ||
Basic net loss per share attributable to Ehave Inc stockholders | $ (0.02) | ||
Diluted net loss per share attributable to Ehave Inc stockholders | $ (0.02) |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2021 |
Medical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,746 | |
Less, accumulated depreciation | (249) | |
Equipment, net | 2,497 | |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,746 |
ORGANZATION AND SUMMARY OF SI_4
ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable and accrued expenses | $ 1,783,015 | $ 1,299,866 |
Stock based compensation expense | 4,966,508 | 928,795 |
Other Assets, Noncurrent | 99,338 | |
Non controlling interest | (1,248,535) | |
Amortization of Debt Issuance Costs and Discounts | 91,992 | |
Cash, FDIC insured amount | $ 250,000 | |
Credit risk description | Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions | |
General and Administrative Expense | $ 9,088,841 | 3,921,536 |
Advertising expense | 363,450 | 0 |
Impairment of fixed assets | 100,000 | |
Depreciation | 249 | |
Lease payments | 4,000 | |
Rent expenses | $ 48,000 | $ 0 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 29,320,478 | 28,693,368 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 148,428,343 | 216,630,546 |
Software and Software Development Costs [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
General and Administrative Expense | $ 101,633 | $ 0 |
Mycotopia Therapies Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ownership percentage | 75.77% | |
Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 141,635,524 | 37,818,154 |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable and accrued expenses | $ (51,727) | |
Stock based compensation expense | 2,149,906 | |
Other Assets, Noncurrent | 99,338 | |
Depreciation, Depletion and Amortization | 39,680 | |
Payments for Other Fees | 51,727 | |
Convertible Notes Payable, Current | 55,000 | |
Non controlling interest | 861,414 | |
Amortization of Debt Issuance Costs and Discounts | 423,280 | |
General and Administrative Expense | 2,407,580 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Convertible Notes Payable, Current | $ 55,000 | |
Mycotopia Consulting Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of common stock diluted shares outstanding | 5% | |
Stock based compensation expense | $ 2,029,861 | |
Warrants valued | 2,029,861 | |
General and Administrative Expense | 2,317,861 | |
Ben Kaplan [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable and accrued expenses | $ 50,000 | |
Cash compensation | 288,000 | |
Ben Kaplan [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable and accrued expenses | 50,000 | |
Cash compensation | $ 288,000 | $ 50,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 29,966,387 | $ 19,729,562 |
Operating Income (Loss) | 9,088,841 | 3,921,536 |
Cash and Cash Equivalents, at Carrying Value | 2,350,741 | $ 1,865,110 |
Working capital deficit | $ 872,988 |
SCHEDULE OF BONUS AND MILESTONE
SCHEDULE OF BONUS AND MILESTONES (Details) - 12 months ended Dec. 31, 2021 | USD ($) | CAD ($) | CAD ($) |
Bonus One [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | $ 100,000 | ||
Bonus One [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | $ 100,000 | ||
Milestones One [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | $ 1,000,000 | ||
Milestones One [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Bonus Two [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Bonus Two [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Milestones Two [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Milestones Two [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Bonus Three [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Bonus Three [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Milestones Three [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Milestones Three [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Bonus Four [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Bonus Four [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Milestones Four [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Milestones Four [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | 1,000,000 | ||
Bonus Five [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | $ 100,000 | ||
Bonus Five [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus | 100,000 | ||
Milestones Five [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | $ 1,000,000 | ||
Milestones Five [Member] | Mycotopia [Member] | |||
Related Party Transaction [Line Items] | |||
Milestones | $ 1,000,000 |
SCHEDULE OF BONUS AND MARKET CA
SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Bonus One [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 5,000,000 |
Bonus One [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 250,000 |
Market Capitalization Milestones One [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 20,000,000 |
Market Capitalization Milestones One [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 30,000,000 |
Bonus Two [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 5,000,000 |
Bonus Two [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 250,000 |
Market Capitalization Milestones Two [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 40,000,000 |
Market Capitalization Milestones Two [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 40,000,000 |
Bonus Three [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 5,000,000 |
Bonus Three [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 250,000 |
Market Capitalization Milestones Three [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 60,000,000 |
Market Capitalization Milestones Three [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 60,000,000 |
Bonus Four [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 5,000,000 |
Bonus Four [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 250,000 |
Market Capitalization Milestones Four [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 80,000,000 |
Market Capitalization Milestones Four [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 80,000,000 |
Bonus Five [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 5,000,000 |
Bonus Five [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Bonus | shares | 250,000 |
Market Capitalization Milestones Five [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 100,000,000 |
Market Capitalization Milestones Five [Member] | Mycotopia [Member] | |
Related Party Transaction [Line Items] | |
Market Capitalization Milestone | $ | $ 100,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jan. 02, 2021 | Aug. 04, 2020 | Jan. 02, 2020 | Jun. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2020 | |
Related Party Transaction [Line Items] | |||||||
Conversion of common stock | 110,000 | ||||||
Shares issued upon exercise of warrants | 29,320,478 | 28,693,368 | |||||
Annual service | $ 9,088,841 | $ 3,921,536 | |||||
Payments cashflows | 250,000 | ||||||
Stock based compensation expensee | 4,966,508 | 928,795 | |||||
Minimum payments | 1,500 | ||||||
Accrued expense | $ 16,500 | 4,500 | |||||
Issuance of common stock | 2,033,016 | ||||||
Common stock fair value | $ 130,113 | ||||||
Service [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual service | $ 120,000 | ||||||
Executive Consulting Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expenses | 210,900 | 320,000 | |||||
Interest expenses on debt | 3,157,789 | 1,874,963 | |||||
Repayments to related party debt | 1,691,226 | 2,194,963 | |||||
Payments to CEO | 517,500 | ||||||
Annual service | $ 1,282,826 | $ 1,874,963 | |||||
Mycotopia Consulting Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Vested | 812,118 | ||||||
Warrant exercise price | $ 0.01 | ||||||
Warrant expiration date | Nov. 16, 2023 | ||||||
Annual service | $ 2,317,861 | ||||||
Accrued expense | 288,000 | ||||||
Stock based compensation expensee | 2,029,861 | ||||||
Warrants valued | 2,029,861 | ||||||
Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued for services, shares | 775,194 | ||||||
Benjamin Kaplan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant exercise price | $ 0.01 | ||||||
Shares issued upon exercise of warrants | 3,358,498 | ||||||
Warrants issued during period, value | $ 720,695 | ||||||
Annual service | 720,695 | ||||||
Benjamin Kaplan [Member] | Executive Consulting Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant exercise price | $ 0.01 | ||||||
Term of notes | 36 months | 24 months | |||||
Warrant expiration date | Apr. 16, 2022 | ||||||
Benjamin Kaplan [Member] | Executive Consulting Agreement [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for contingent consideration | 500,000 | ||||||
Payment of consideration for rendered services | 1,000,000 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 24,000 | ||||||
Annual service | 288,000 | ||||||
Chief Techonology Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued expenses | 138,360 | 129,180 | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued for services, shares | 775,194 | ||||||
Mycotopia [Member] | Benjamin Kaplan [Member] | Executive Consulting Agreement [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for contingent consideration | 500,000 | ||||||
Payment of consideration for rendered services | $ 1,000,000 | ||||||
Convertible Promissory Note Three [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, principal amount | 11,000 | ||||||
Debt original issue discount | $ 1,000 | ||||||
Vested | 110,000 | ||||||
Warrant exercise price | $ 0.01 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Convertible promissory notes, beginning balance | $ 655,071 | |
Convertible promissory notes, beginning balance | 1,768,700 | 2,544,487 |
Convertible promissory notes, beginning balance | (1,424,900) | (378,182) |
Convertible promissory notes, beginning balance | (2,054,904) | (2,407,582) |
Convertible promissory notes, beginning balance | 804,356 | |
Convertible promissory notes, beginning balance | 91,992 | |
Amortization of debt discount | 2,364,334 | 896,348 |
Convertible promissory notes, beginning balance | $ 1,309,111 | $ 655,071 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) | Dec. 31, 2021 USD ($) |
Debt Disclosure [Abstract] | |
Accrued interest | $ 44,104 |
PROMISSORY NOTE AND CONVERTIB_3
PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 20, 2021 | |
Short-Term Debt [Line Items] | |||
Excess Stock, Shares Issued | 148,428,343 | ||
Contract with Customer, Refund Liability | $ 302,637 | ||
Notes Payable, Current | $ 349,079 | ||
Stock Issued | 40,000 | ||
Accounts payable and accrued expense | 1,783,015 | $ 1,299,866 | |
Payments for Legal Settlements | 480 | ||
Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Notes Payable | 350,739 | ||
Stock Issued | 50,569 | ||
Accounts payable and accrued expense | $ 50,569 | ||
Mycotopia Common Stocks [Member] | |||
Short-Term Debt [Line Items] | |||
Excess Stock, Shares Issued | 1,007,500 | ||
Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Term | 18 months | ||
Debt Instrument, Description | The Notes were issued with an original issue discount (an “OID”) of 10%, and mature beginning April 2022 thru December 2023. | ||
Debt Conversion, Converted Instrument, Shares Issued | 141,635,524 | 37,818,154 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Nov. 16, 2021 | Jan. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaboration Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Annual royalty | $ 10,000 | $ 5,000 | ||
debt common shares, value | $ 6,500 | |||
Debt paid in cash | 2,500 | |||
Accrued expense | 75,966 | 79,159 | ||
Debt description | (i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding $5,000,001. | |||
Collaboration Agreement [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
debt common shares, value | $ 4,000 | |||
Debt percentage | 20% | |||
Medical Advisory Board Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt paid in cash | 45,000 | |||
Accrued expense | $ 233,110 | 105,438 | ||
Medical Advisory Board Agreements [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
debt common shares, value | $ 155,000 |
SCHEDULE OF OUTSTANDING STOCK W
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Underlying Shares, Warrants outstanding Beginning balance | 28,693,368 | |
Underlying Shares, Granted | 7,337,000 | 28,803,368 |
Weighted Average Exercise Price, Granted | $ 0.01 | $ 0.01 |
Weighted average remaining contractual Life (Years), granted | 1 year 6 months | 1 year 4 months 28 days |
Underlying Shares, Exercised | (6,709,890) | (110,000) |
Weighted Average Exercise Price, Exercised | $ (0.01) | $ 0.01 |
Underlying Shares, Forfeited | ||
Weighted Average Exercise Price, Warrants outstanding Beginning balance | $ 0.01 | |
Weighted average remaining contractual Life (Years), beginning | 1 year 1 month 13 days | |
Weighted Average Exercise Price, Exercised | $ 0.01 | $ (0.01) |
Underlying Shares, Warrants outstanding Ending balance | 29,320,478 | 28,693,368 |
Weighted Average Exercise Price, Warrants outstanding Ending balance | $ 0.01 | $ 0.01 |
Weighted average remaining contractual Life (Years), ending | 5 months 8 days |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected term, in years | 1 year 6 months | 2 years 9 months 29 days |
Expected volatility | 100% | 162.24% |
Risk-free interest rate | 0.44% | |
Dividend yield | ||
Minimum [Member] | ||
Risk-free interest rate | 0.09% | |
Maximum [Member] | ||
Risk-free interest rate | 0.13% |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | |||||
Jan. 21, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Sep. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued | $ 26,250 | |||||
Conversion of common stock shares | 148,428,343 | 216,630,546 | ||||
Conversion of common stock, value | $ 1,469,004 | $ 378,182 | ||||
Number of warrants exercised | 100,909 | 100,909 | ||||
Investment received | $ 1,502,000 | |||||
Investment received shares | 22,682,142 | |||||
Shares issued upon exercise of warrants | 28,693,368 | 29,320,478 | 28,693,368 | |||
General and administrative | $ 9,088,841 | $ 3,921,536 | ||||
Dividend rate | ||||||
Risk-free interest rate | 0.44% | |||||
Expected volatility | 100% | 162.24% | ||||
Stock based compensation expensee | $ 4,966,508 | $ 928,795 | ||||
Outstanding, intrinsic value, warrants | $ 18,844 | |||||
Minimum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Risk-free interest rate | 0.09% | |||||
Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Risk-free interest rate | 0.13% | |||||
Benjamin Kaplan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued upon exercise of warrants | 3,358,498 | 3,358,498 | ||||
Warrants issued during period, value | $ 720,695 | |||||
General and administrative | $ 720,695 | |||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||||
Benjamin Kaplan [Member] | Minimum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock price | 0.37 | $ 0.37 | ||||
Risk-free interest rate | 0.13% | |||||
Expected volatility | 648% | |||||
Benjamin Kaplan [Member] | Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock price | $ 0.12 | $ 0.12 | ||||
Dividend rate | 0% | |||||
Risk-free interest rate | 0.20% | |||||
Expected volatility | 570% | |||||
Advisory [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation expensee | $ 30,000 | |||||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 5,681,985 | |||||
Stock issued | $ 6,709,890 | |||||
Number of warrants exercised | 110,000 | 110,000 | ||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 1,050,000 | |||||
Stock issued | $ 26,250 | |||||
Conversion of common stock shares | 141,635,524 | 37,818,154 | ||||
Conversion of common stock, value | $ 1,469,004 | $ 378,182 | ||||
Common Stock [Member] | Consultant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation expense | $ 161,225 | |||||
Number of stock issued for services | 1,183,357 | |||||
Convertible Promissory Note [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Conversion of common stock shares | 37,818,154 | |||||
Conversion of common stock, value | $ 378,182 | |||||
Convertible Promissory Note And Accrued Interest [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 141,635,524 | |||||
Stock issued | $ 1,469,004 | |||||
Ehave [Member] | Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation expense | $ 654,647 | |||||
Number of stock issued for services | 7,354,312 | |||||
Mycotopia [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Vested | 812,118 | |||||
Stock issued for services | $ 2,252,000 | |||||
Strategic Alliance Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 1,050,000 | |||||
Strategic Alliance Agreement [Member] | Psychedelitech Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Equity percentage | 10% | |||||
Strategic Alliance Agreement [Member] | Psychedelitech Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 1,050,000 | |||||
Stock issued | $ 26,250 | |||||
Cost of the investment | $ 26,250 | 26,250 | $ 26,250 | |||
Asset Sale And Purchase Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 100,000 | 353,622 | ||||
Stock issued | $ 40,000 | |||||
Asset Sale And Purchase Agreement [Member] | Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 353,622 | |||||
Stock issued | $ 60,000 | |||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | 100,000 | |||||
Stock Purchase Agreement [Member] | Former And Current Directors [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Purchase of shares, value | $ 350,000 | |||||
Purchase of shares | 9,793,754 | |||||
Stock Purchase Agreement [Member] | Common Stock [Member] | Former And Current Directors [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Purchase of shares, value | $ 350,000 | |||||
Non controlling interest | $ 3,454 | |||||
Stock Purchase Agreement [Member] | Former And Current Directors [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Equity percentage | 75.77% | |||||
Finder's Fee Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued, shares | 1,250,000 | |||||
Stock issued | $ 46,875 | |||||
Compensation for services description | Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent. | |||||
Stock based compensation expense | $ 63,500 | |||||
Mycotopia Consulting Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
General and administrative | $ 2,317,861 | |||||
Warrants exercise price | $ 0.01 | |||||
Vested | 812,118 | |||||
Stock based compensation expensee | $ 2,029,861 |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset, beginning | $ 1,074,000 | $ 741,000 |
Increase in valuation reserve | 2,452,000 | 333,000 |
Deferred tax asset, ending | 3,526,000 | 1,074,000 |
Valuation allowance | (3,526,000) | (1,074,000) |
Net deferred tax assets |
SCHEDULE OF EFFECTIVE TAX RATE
SCHEDULE OF EFFECTIVE TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Canadian statutory tax rate | 15% | 15% |
Provincial income taxes, net of federal benefit | 12.05% | 1.17% |
Foreign rate differential | 0.09% | 0% |
Amortization of debt discount | (3.09%) | (8.20%) |
Derivatives | 0% | 10.75% |
Stock based compensation | (6.32%) | 0% |
Change in valuation allowance | (21.33%) | (20.25%) |
Foreign Exchange Rate Change | 3.16% | 1.53% |
Other | 0.44% | 0% |
Totals | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - CAD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 15,824,709 | $ 11,448,330 |
Net operating loss description | carried forward over 20 years. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Jan. 08, 2022 | May 27, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Stock issued during period value new issues | $ 26,250 | |||
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares | 148,428,343 | 216,630,546 | ||
Stock issued during period value conversion of convertible securities | $ 1,469,004 | $ 378,182 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares | 15,800,000 | |||
Stock issued during period value conversion of convertible securities | $ 158,000 | |||
Stock issued during period for services, shares | 5,055,381 | |||
Stock issued during period for services, value | $ 75,000 | |||
Subsequent Event [Member] | Wesana Health Holdings Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period shares new issues | 212,488 | |||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period value new issues | $ 175,000 | |||
Payment to acquire productive assets | $ 75,000 | |||
Stock issued during period shares new issues | 19,977,169 | |||
Subsequent Event [Member] | RejuvIv Inc [Member] | Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Issued and outstanding shares, percentage | 100% | |||
Purchase price | $ 250,000 | |||
Cash | $ 75,000 | |||
Business acquisition percentage | 100% |