Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55976 | |
Entity Registrant Name | OZOP ENERGY SOLUTIONS, INC. | |
Entity Central Index Key | 0001679817 | |
Entity Tax Identification Number | 35-2540672 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 55 Ronald Reagan Blvd. | |
Entity Address, City or Town | Warwick | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10990 | |
City Area Code | 877 | |
Local Phone Number | 785-6967 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,941,848,641 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,294,898 | $ 1,369,210 |
Prepaid expenses | 148,330 | 59,405 |
Accounts receivable | 15,770 | 173,151 |
Inventory | 2,328,373 | 3,601,026 |
Vendor deposits | 2,525,102 | 3,053,821 |
Total Current Assets | 6,312,473 | 8,256,613 |
Operating lease right-of-use asset, net | 441,326 | 507,706 |
Property and equipment, net | 667,761 | 711,615 |
Other assets | 13,408 | 13,408 |
TOTAL ASSETS | 7,434,968 | 9,489,342 |
Current Liabilities | ||
Accounts payable and accrued expenses | 6,621,624 | 5,089,009 |
Convertible notes payable, net of discounts | 25,000 | 25,000 |
Current portion of notes payable, net of discounts | 4,079,423 | 4,447,605 |
Customer deposits | 250,000 | 250,000 |
Derivative liabilities | 5,895,175 | 4,314,270 |
Operating lease liability, current portion | 140,590 | 133,508 |
Deferred liability | 490,275 | 490,000 |
Liabilities of discontinued operations | 1,049,109 | 1,059,837 |
Total Current Liabilities | 18,551,196 | 15,809,229 |
Long Term Liabilities | ||
Note payable, net of discount | 14,910,000 | 14,272,500 |
Operating lease liability, net of current portion | 312,609 | 384,382 |
TOTAL LIABILITIES | 33,773,805 | 30,466,111 |
Stockholders’ Deficit | ||
Preferred Stock | 3 | 3 |
Common stock (6,990,000,000 shares authorized par value $0.001; 4,894,080,751 and 4,771,275,349 shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively) | 4,894,081 | 4,771,275 |
Treasury stock, at cost, 47,500 shares of Sereis C Preferred Stock and 18,667 shares of Series D Preferred Stock | (11,249,934) | (11,249,934) |
Common stock to be issued; 637,755 shares as of June 30, 2023 and December 31, 2022 | 638 | 638 |
Additional paid in capital | 198,062,238 | 197,586,824 |
Accumulated deficit | (217,261,087) | (211,300,799) |
Total Ozop Energy Solutions, Inc. stockholders’ deficit | (25,554,060) | (20,191,992) |
Noncontrolling interest | (784,777) | (784,777) |
TOTAL STOCKHOLDERS’ DEFICIT | (26,338,837) | (20,976,769) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 7,434,968 | 9,489,342 |
Series D Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred Stock | 1 | 1 |
Series E Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred Stock |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,990,000,000 | 6,990,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 4,894,080,751 | 4,771,275,349 |
Common stock, shares outstanding | 4,894,080,751 | 4,771,275,349 |
Common stock to be issued | 637,755 | 637,755 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 2,500 | 2,500 |
Preferred stock, shares outstanding | 2,500 | 2,500 |
Treasury stock, shares | 47,500 | 47,500 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,570 | 4,570 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,334 | 1,334 |
Preferred stock, shares outstanding | 1,334 | 1,334 |
Treasury stock, shares | 18,667 | 18,667 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000 | 3,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,241,326 | $ 4,765,877 | $ 4,032,524 | $ 7,685,199 |
Cost of goods sold | 1,733,892 | 4,286,687 | 4,128,592 | 7,036,036 |
Gross profit (loss) | (492,566) | 479,190 | (96,068) | 649,163 |
Operating expenses: | ||||
General and administrative, related parties | 240,000 | 240,000 | 480,000 | 630,000 |
General and administrative, other | 723,070 | 1,128,829 | 1,552,832 | 2,504,396 |
Total operating expenses | 963,070 | 1,368,829 | 2,032,832 | 3,134,396 |
Loss from continuing operations | (1,455,636) | (889,639) | (2,128,900) | (2,485,233) |
Other (income) expenses: | ||||
Interest expense | 1,039,676 | 1,421,383 | 2,261,209 | 5,388,281 |
(Gain) loss on change in fair value of derivatives | 942,787 | (9,011,570) | 1,580,905 | (13,376,773) |
Total Other (Income) Expenses | 1,982,463 | (7,590,187) | 3,842,114 | (7,988,492) |
Income (loss) from continuing operations before income taxes | (3,438,099) | 6,700,548 | (5,971,014) | 5,503,259 |
Income tax provision | ||||
Net income (loss) from continuing operations | (3,438,099) | 6,700,548 | (5,971,014) | 5,503,259 |
Discontinued Operations: | ||||
Income (loss) from discontinued operations, net of tax | 5,363 | (168,642) | 10,726 | (352,822) |
Net income (loss) | (3,432,736) | 6,531,906 | (5,960,288) | 5,150,437 |
Less: net loss attributable to noncontrolling interest | (172,399) | (360,107) | ||
Net income (loss) attributable to Ozop Energy Solutions, Inc. | $ (3,432,736) | $ 6,704,305 | $ (5,960,288) | $ 5,510,544 |
Income (loss) from contuining operations per share of common stock basic | $ 0 | $ 0 | $ 0 | $ 0 |
Income (loss) from contuining operations per share of common stock diluted | 0 | 0 | 0 | 0 |
Income (loss) from discontinued operations per share of common stock basic | 0 | 0 | 0 | 0 |
Income (loss) from discontinued operations per share of common stock fully diluted | 0 | 0 | 0 | 0 |
Income (loss) per share fully basic | 0 | 0 | 0 | 0 |
Income (loss) per share fully diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding Basic | 4,892,162,699 | 4,622,362,977 | 4,863,711,391 | 4,621,092,259 |
Weighted average shares outstanding Diluted | 4,892,162,699 | 4,622,362,977 | 4,863,711,391 | 4,621,092,259 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock To Be Issued [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 638 | $ 3 | $ 1 | $ 4,617,363 | $ (11,249,934) | $ 196,464,222 | $ (217,326,611) | $ (255,105) | $ (27,749,423) |
Balance, shares at Dec. 31, 2021 | 637,755 | 2,500 | 1,334 | 4,617,362,977 | |||||
Net income (loss) | (1,193,761) | (187,708) | (1,381,469) | ||||||
Issuance of common stock for services | $ 5,000 | 130,000 | 135,000 | ||||||
Issuance of common stock for services, shares | 5,000,000 | ||||||||
Balances at Mar. 31, 2022 | $ 638 | $ 3 | $ 1 | $ 4,622,363 | (11,249,934) | 196,594,222 | (218,520,372) | (442,813) | (28,995,892) |
Ending balance, shares at Mar. 31, 2022 | 637,755 | 2,500 | 1,334 | 4,622,362,977 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 638 | $ 3 | $ 1 | $ 4,617,363 | (11,249,934) | 196,464,222 | (217,326,611) | (255,105) | (27,749,423) |
Balance, shares at Dec. 31, 2021 | 637,755 | 2,500 | 1,334 | 4,617,362,977 | |||||
Net income (loss) | 5,150,437 | ||||||||
Balances at Jun. 30, 2022 | $ 638 | $ 3 | $ 1 | $ 4,622,363 | (11,249,934) | 196,594,222 | (211,816,067) | (615,212) | (22,463,986) |
Ending balance, shares at Jun. 30, 2022 | 637,755 | 2,500 | 1,334 | 4,622,362,977 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 638 | $ 3 | $ 1 | $ 4,622,363 | (11,249,934) | 196,594,222 | (218,520,372) | (442,813) | (28,995,892) |
Balance, shares at Mar. 31, 2022 | 637,755 | 2,500 | 1,334 | 4,622,362,977 | |||||
Net income (loss) | 6,704,305 | (172,399) | 6,531,906 | ||||||
Balances at Jun. 30, 2022 | $ 638 | $ 3 | $ 1 | $ 4,622,363 | (11,249,934) | 196,594,222 | (211,816,067) | (615,212) | (22,463,986) |
Ending balance, shares at Jun. 30, 2022 | 637,755 | 2,500 | 1,334 | 4,622,362,977 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 638 | $ 3 | $ 1 | $ 4,771,275 | (11,249,934) | 197,586,824 | (211,300,799) | (784,777) | (20,976,769) |
Balance, shares at Dec. 31, 2022 | 637,755 | 2,500 | 1,334 | 4,771,275,349 | |||||
Issuance of shares of common stock sold, net of issuance costs of $3,558 | $ 107,757 | 418,636 | 526,393 | ||||||
Issuance of shares of common stock sold, shares | 107,756,783 | ||||||||
Net income (loss) | (2,527,552) | (2,527,552) | |||||||
Balances at Mar. 31, 2023 | $ 638 | $ 3 | $ 1 | $ 4,879,032 | (11,249,934) | 198,005,460 | (213,828,351) | (784,777) | (22,977,928) |
Ending balance, shares at Mar. 31, 2023 | 637,755 | 2,500 | 1,334 | 4,879,032,132 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 638 | $ 3 | $ 1 | $ 4,771,275 | (11,249,934) | 197,586,824 | (211,300,799) | (784,777) | (20,976,769) |
Balance, shares at Dec. 31, 2022 | 637,755 | 2,500 | 1,334 | 4,771,275,349 | |||||
Issuance of shares of common stock sold, shares | 122,805,402 | ||||||||
Net income (loss) | (5,960,288) | ||||||||
Balances at Jun. 30, 2023 | $ 638 | $ 3 | $ 1 | $ 4,894,081 | (11,249,934) | 198,062,238 | (217,261,087) | (784,777) | (26,338,837) |
Ending balance, shares at Jun. 30, 2023 | 637,755 | 2,500 | 1,334 | 4,894,080,751 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 638 | $ 3 | $ 1 | $ 4,879,032 | (11,249,934) | 198,005,460 | (213,828,351) | (784,777) | (22,977,928) |
Balance, shares at Mar. 31, 2023 | 637,755 | 2,500 | 1,334 | 4,879,032,132 | |||||
Issuance of shares of common stock sold, net of issuance costs of $3,558 | $ 15,049 | 56,778 | 71,827 | ||||||
Issuance of shares of common stock sold, shares | 15,048,619 | ||||||||
Net income (loss) | (3,432,736) | (3,432,736) | |||||||
Balances at Jun. 30, 2023 | $ 638 | $ 3 | $ 1 | $ 4,894,081 | $ (11,249,934) | $ 198,062,238 | $ (217,261,087) | $ (784,777) | $ (26,338,837) |
Ending balance, shares at Jun. 30, 2023 | 637,755 | 2,500 | 1,334 | 4,894,080,751 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance cost | $ 3,558 | $ 19,110 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net income (loss) from continuing operations | $ (3,438,099) | $ 6,700,548 | $ (5,971,014) | $ 5,503,259 | |||
Net income (loss) from discontinued operations | 10,726 | (352,822) | |||||
Net income (loss) | (3,432,736) | $ (2,527,552) | 6,531,906 | $ (1,381,469) | (5,960,288) | 5,150,437 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||||||
Non-cash interest expense | 819,318 | 4,199,825 | |||||
Amortization and depreciation | 112,397 | 86,984 | |||||
(Gain) loss on fair value change of derivatives | 1,580,905 | (13,376,773) | |||||
Inventory write-down | 625,000 | $ 237,091 | |||||
Stock compensation expense | 136,249 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 157,381 | 513,118 | |||||
Inventory | 647,653 | (774,851) | |||||
Prepaid expenses | (88,926) | (25,597) | |||||
Vendor deposits | 528,719 | (2,381,791) | |||||
Accounts payable and accrued expenses | 1,532,615 | 1,246,756 | |||||
Deferred revenue | 275 | ||||||
Operating lease liabilities | (64,693) | (58,173) | |||||
Customer deposits | 494,893 | ||||||
Net cash used in continuing operations | (109,644) | (4,788,923) | |||||
Net cash provided by (used in) discontinued operations | (10,726) | 112,763 | |||||
Net cash used in operating activities | (120,370) | (4,676,160) | |||||
Cash flows from investing activities: | |||||||
Purchase of office and computer equipment | (2,162) | (43,226) | |||||
Net cash used in investing activities | (2,162) | (43,226) | |||||
Cash flows from financing activities: | |||||||
Proceeds from sale of common stock, net of costs | 598,220 | ||||||
Payments of principal of convertible note payable and notes payable | (550,000) | ||||||
Net cash provided by financing activities | 48,220 | ||||||
Net decrease in cash | (74,312) | (4,719,386) | |||||
Cash, Beginning of period | $ 1,369,210 | $ 6,632,194 | 1,369,210 | 6,632,194 | 6,632,194 | ||
Cash, End of period | $ 1,294,898 | $ 1,912,808 | 1,294,898 | 1,912,808 | $ 1,369,210 | ||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | 28,302 | ||||||
Cash paid for income taxes | |||||||
Schedule of non-cash Investing or Financing Activity: | |||||||
Issuance of common stock and preferred stock for consulting fees and compensation | $ 136,249 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 - ORGANIZATION Business Ozop Energy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.” On December 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products. On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware. EVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus. On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners offer the resources needed for lighting, solar and electrical design projects. OED provides its customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work with architects, engineers, facility managers, electrical contractors, and engineers. On May 5, 2023, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “Amendment”) to increase the authorized capital stock of the Company to 7,000,000,000 6,990,000,000 10,000,000 |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S PLANS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2023, the Company had an accumulated deficit of $ 217,261,087 12,238,723 5,895,175 3,715,000 In December 2019, a novel strain of coronavirus (COVID-19) emerged. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but it may have a material adverse impact on our business, financial condition and results of operations. Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. Management’s Plans As a public company, Management believes it will be able to access the public equities market for fund raising for product development, sales and marketing and inventory requirements as we expand our distribution in the U.S. market. On April 4, 2022, the Company, and GHS Investments LLC (“GHS”). signed a Securities Purchase Agreement (the “1 st 200,000,000 October 4, 2022 April 4, 2023 The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement 51,087,628 205,443 148,912,372 1,141,514 200,000,000 On January 18, 2023, the Company and GHS signed a Securities Purchase Agreement (the “2 nd 150,000,000 nd st 71,717,774 392,777 On May 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $ 10,000,000 The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $ 10,000,000 47,767,890 240,936 OES is actively engaged in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors. We are engaged in multiple business lines that include project development as well as equipment distribution. Our solar and energy storage projects involve large-scale battery and solar photovoltaics (PV) installations. Our utility-scale storage business model is based on an arbitrage business model in which we install multiple 1+ megawatt batteries, charge them with off-peak grid electricity under contract with the utility, then sell the power back during peak load hours at a premium, as dictated by prevailing electricity tariffs. Equipment Distributor: five Solar PV: Modular Energy Distribution System: Neo-Grid TM OES has acquired the license rights to the Neo-Grid TM Neo-Grid TM Neo-Grid TM OES has developed a business plan for the Neo-Grid TM Neo-Grid TM Neo-Grid TM Ozop Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC’s will give “peace of mind” to the EV buyer. ● In May 2022, the Company entered into an agreement with GS Administrators, Inc., a member of Houston-based GSFSGroup. Under the agreement, the Company will market GSFSGroup’s EV VSC’s in all states (except, California, Florida, Massachusetts and Washington) to Ozop’s network of new and used franchised dealerships and other eligible entities. In addition to acting as an agent for the marketing, Ozop also has the right to white label the product under its’ Ozop Plus brand. Ozop’s role won’t be limited to marketing the product. GSFSGroup plans to tap into Ozop’s experience relative to battery collection and disposal and has agreed to insurance risk sharing in connection with the insurance policies that back the VSC’s. GSFSGroup is working on getting the approvals needed for the above four (4) states. ● On June 22, 2022, the Company entered into an Agent Agreement with Royal Administration Services, Inc. (“Royal”). Under the agreement, the Company will market Royal’s EV VSC’s and has the right to white label it under Ozop Plus. Royal has agreed to allow Ozop Plus on all VSC’s, marketed by Royal and the Company, to assume all the risk related to the electric battery at an agreed upon premium. The battery premium is dependent on the consumer’s selection of the duration of the VSC, the miles selected for coverage and the type of vehicle that the consumer has purchased, with a key component being the kWh size of the battery. These VSC’s have a maximum of 10 years and 150,000 miles and cover new and used cars from model year 2017 and newer. Royal’s VSCs are now effective in all 50 states. ● On October 13, 2022, EVCO entered into a Reinsurance Contract (the “Contract”) with American Bankers Insurance Company of Florida (“ABIC” or the “Ceding Company”). Royal is the Administrator of the Contract. Pursuant to the terms of the Contract, ABIC will cede 100% of the battery coverage portion of all electric vehicle service contracts to EVCO. On the same date ABIC and EVCO also entered into a Trust Agreement, whereas EVCO as the reinsurer agrees to deposit an amount equal to unearned premium reserves, plus losses reported but unpaid, plus the estimated amount of losses incurred but not reported to the trust account. Permissible investments (with a maturity of no more than five (5) years) of the assets of the Trust account include: ○ U.S. Treasury Securities Cash or cash instruments U.S agency issues ○ Other investments as Ceding Company approves On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners offer the resources needed for lighting, solar and electrical design projects. OED will provide its’ customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs by working with architects, engineers, facility managers, electrical contractors and engineers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 10-K filed on April 17, 2023. The unaudited consolidated financial statements include the accounts of the Company and Ozop Energy Systems, Inc. and the Company’s other wholly owned subsidiaries Ozop Capital Partners, Inc., Ozop Engineering and Design, Inc., Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at June 30, 2023 and December 31, 2022. Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and six months ended June 30, 2023, and 2022, and their accounts receivable balance as of June 30, 2023: SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR Sales % Three June Sales % Six June Sales % Three June Sales % Six Accounts Customer A 84.4 % 93.1 % N/A N/A $ - Customer B 13.1 % N/A N/A N/A - Customer C N/A N/A 44.5 % 27.6 % - Customer D N/A N/A 10.1 % 11.8 % - Customer E N/A N/A N/A 10.7 % - Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. Inventory Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. Based on current market conditions related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $ 625,000 2,328,373 3,601,026 2,525,000 7,820,000 Purchase concentration OES purchases finished renewable energy products from its’ suppliers. For the three and six months ended June 30, 2023, there was one supplier that accounted for 100 41 23 20 38 16 15 11 20 Property, plant, and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS Building 10 25 Office furniture and equipment 3 5 Warehouse equipment 7 Revenue Recognition The Company recognizes revenue in accordance with ASC 606, from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms. For contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. Any advance payments are recorded as current liability until revenue is recognized. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges. The following table disaggregates our revenue by major source for the three and six months ended June 30, 2023, and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 Sourced and distributed products $ 1,213,826 $ 4,749,377 $ 3,972,624 $ 7,668,699 OED Installations 27,500 16,500 59,900 16,500 Total $ 1,241,326 $ 4,765,877 $ 4,032,524 $ 7,685,199 Revenues from sourced and distributed products are purchased from suppliers as finished goods and the Company currently brings the finished goods into a third-party warehouse to fill orders as well as to build inventory for future sales orders. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the three months ended June 30, 2023, and 2022, the Company recorded advertising and marketing expenses of $ 13,398 2,710 31,170 5,188 Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income (loss) from discontinued operations in the accompanying consolidated financial statements for the three and six months ended June 30, 2023, and 2022. For additional information, see Note 14- Discontinued Operations. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Our CEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company. Initial Measurement The Company records its financial instruments classified as liability, temporary equity, or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in the fair value of its financial instruments classified as liabilities are recorded as other income (expenses). Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of June 30, 2023, and December 31, 2022, for each fair value hierarchy level: SCHEDULE OF DERIVATIVE INSTRUMENTS June 30, 2023 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 5,895,175 $ 5,895,175 December 31, 2022 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 4,314,270 $ 4,314,270 Leases The Company accounts for leases under ASU 2016-02 (see Note 13), applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 7.5 Income Taxes Income taxes are 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. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Segment Policy The Company has no reportable segments as it operates in one segment: renewable energy. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of June 30, 2023, and 2022, the Company’s dilutive securities are convertible into approximately 8,508,178,172 7,689,380,800 SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2023 June 30, 2022 Convertible preferred stock (1) 7,341,121,127 6,933,544,466 Unexercised common stock purchase warrants (1) 1,047,024,518 672,024,518 Convertible notes payable (1) 11,023,739 2,520,720 Promissory notes payable (1) 109,008,788 81,291,096 Total 8,508,178,172 7,689,380,800 (1) The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99 These shares were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s net loss position. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company does not believe the adoption of the ASU will have a material impact on the Company’s financial position, results of operations or cash flows. Other than the above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended June 30, 2023, that are of significance or potential significance to the Company. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following table summarizes the Company’s property and equipment: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 December 31, 2022 Office equipment $ 224,733 $ 222,571 Building and building improvements 600,000 600,000 Less: Accumulated Depreciation (156,972 ) (110,956 ) Property and Equipment, Net $ 667,761 $ 711,615 Depreciation expenses were $ 22,994 14,407 46,016 25,212 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 - CONVERTIBLE NOTES PAYABLE On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September 13, 2017. As of June 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $ 25,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 6 – DERIVATIVE LIABILITIES The Company determined the conversion feature of the convertible notes, which all contain variable conversion rates, represented an embedded derivative since the notes were convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. At any given time, certain of the Company’s embedded conversion features on debt and outstanding warrants may be treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 815-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the latest maturity date. The Company valued the derivative liabilities as of June 30, 2023, and December 31, 2022, at $ 5,895,175 4,314,270 5.47 4.76 74 71 375,000,000 2,550,000 4.45 509 0.0067 The following assumptions were utilized in the Black-Scholes valuation of outstanding warrants as of June 30, 2023, and December 31, 2022, risk free interest rate of 4.74 5.46 4.39 4.73 102 126 109 272 0.0061 0.15 A summary of the activity related to derivative liabilities for the six months ended June 30, 2023, is as follows: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivative liabilities associated with warrants Derivative liabilities associated with convertible notes Total derivative liabilities Balance January 1, 2023 $ 4,285,400 $ 28,870 $ 4,314,270 Change in fair value 1,578,470 2,435 1,580,905 Balance June 30, 2023 $ 5,863,870 $ 31,305 $ 5,895,175 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE The Company has the following notes payable outstanding: SCHEDULE OF NOTES PAYABLE June 30, 2023 December 31, 2022 Note payable, interest at 8% January 5, 2020 $ 45,000 $ 45,000 Other, due on demand, interest at 6% 50,000 50,000 Note payable $ 750,000 12% August 24, 2021 375,000 375,000 Note payable $ 389,423 12% November 6, 2023 389,423 389,423 Note payable $ 1,000,000 12% November 13, 2021 1,000,000 1,000,000 Note payable $ 2,200,000 15% October 31, 2024 226,667 311,667 1,973,333 1,888,333 Note payable $ 11,110,000 15% October 31, 2024 1,133,333 1,558,333 9,976,667 9,551,667 Note payable $ 3,300,000 15% October 31, 2024 340,000 467,500 2,960,000 2,832,500 Note payable $ 3,020,000 March 31, 2023 0 181,818 2,220,000 2,588,182 Sub-total notes payable, net of discount 18,989,423 18,720,105 Less long-term portion, net of discount 14,910,000 14,272,500 Current portion of notes payable, net of discount $ 4,079,423 $ 4,447,605 On November 11, 2022, the Company entered into a non-interest bearing, $ 3,020,000 March 31, 2023 3,020,000 250,000 260,000 2,510,000 181,818 550,000 2,220,000 2,770,000 2,220,000 2,588,182 181,818 On December 7, 2021, the Company entered into a 12% 3,300,000 December 7, 2022 3,300,000 300,000 3,000,000 75,000,000 0.039 15% 75,000,000 0.0067 510,000 63,750 127,500 3,300,000 2,960,000 2,832,500 340,000 467,500 On March 17, 2021, the Company entered into a 12% 11,110,000 March 17, 2022 11,110,000 1,000,000 110,000 10,000,000 250,000,000 0.13 15% 250,000,000 0.0067 October 31, 2025 1,700,000 212,500 425,000 11,110,000 9,976,667 9,551,667 1,133,333 1,558,333 On February 9, 2021, the Company entered into a 12% 2,200,000 February 9, 2022 2,200,000 200,000 2,000,000 50,000,000 0.15 15% 50,000,000 0.0067 340,000 42,500 85,000 2,200,000 1,973,333 1,888,333 226,667 311,667 On November 13, 2020, the Company entered into a 12% 1,000,000 November 13, 2021 Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date. 890,000 110,000 2 125,000,000 0.008 1,000,000 495,452 375,452 On November 6, 2020, the Company entered into a Settlement Agreement with the holder of $ 120,000 8,716 210,000 15,707 12% 389,423 November 6, 2023 60,000,000 0.0075 On August 24, 2020 (the “Issue Date”), the Company entered into a 12% 750,000 August 24, 2021 Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. 663,000 87,000 122,950,819 0.0061 375,000 75,000,000 375,000 225,247 180,247 |
DEFERRED LIABILITY
DEFERRED LIABILITY | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Liability | |
DEFERRED LIABILITY | NOTE 8 – DEFERRED LIABILITY On September 2, 2020, PCTI entered into an agreement with a third- party. Pursuant to the terms of the agreement, in exchange for $ 750,000 3% 175,000,000 1.8% No payments have been made and the Company is in default of the agreement. On November 11, 2022, the third-party and the Company agreed to reduce the liability by $ 260,000 260,000 490,275 490,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Employment Agreement On July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. Conway (the “Employment Agreement”). Mr. Conway’s compensation as adjusted was $ 20,000 10,000 250,000 240,000 20,000 20,000 20,000 Management Fees and related party payables For the three and six months ended June 30, 2023, and 2022, the Company recorded expenses to its officers in the following amounts: SCHEDULE OF EXPENSES TO OFFICERS 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 CEO, parent $ 240,000 $ 240,000 $ 480,000 $ 380,000 CEO, parent-bonus - - - 250,000 Total $ 240,000 $ 240,000 $ 480,000 $ 630,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Agreements On September 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc. (“RMA”). Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating Ozop Capital’s participation in a captive insurance company. RMA will coordinate legal, accounting, tax, actuarial and other services necessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination of the preparation of legal documentation. In connection with the services listed above, Ozop Capital agreed to pay $ 50,000 50,000 25,000 452,080 25,000 637,755 On April 13, 2021, the Company agreed to engage PJN Strategies, LLC (“PJN”) as a consultant. Pursuant to the agreement, the Company agreed to compensate PJN $ 20,000 84,000 252,000 504,000 On March 30, 2021, OES hired 2 individuals as Co-Directors of Sales. Pursuant to their respective offers of employment, the Company agreed to an annual salary of $ 130,000 20,000 2,500,000 0.092 2,500,000 0.0745 2,500,000 0.0445 2,500,000 0.027 135,000 On March 15, 2021, the Company entered into a consulting agreement with Aurora Enterprises (“Aurora”). Mr. Steven Martello is a principal of Aurora. Pursuant to the agreement Mr. Martello will provide strategic analysis regarding existing markets and revenue streams as well as the development of new lines of revenue. The Company agreed to a monthly retainer fee of $ 10,000 5,000,000 30,000 60,000 On January 6, 2021, the Company entered into a consulting agreement with Ezra Green to begin on February 8, 2021. The Company agreed to issue 10,000,000 2,500 0.0076 76,000 10,000 30,000 60,000 On March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which the Company agreed to pay Mr. Chaudry $ 227,200 162,085 On September 2, 2020, PCTI entered into an Agreement with a third- party. Pursuant to the terms of the agreement, in exchange for $ 750,000 PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. 175,000,000 1.8% 243,272 Legal matters We know of no material, existing or pending legal proceedings against our Company. We are involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) . There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11– STOCKHOLDERS’ EQUITY Common stock During the six months ended June 30, 2023, the Company issued 122,805,402 598,220 22,668 15,048,619 71,827 3,558 During the six months ended June 30, 2022, the Company issued 5,000,000 As of June 30, 2023, the Company has 6,990,000,000 0.001 4,894,080,751 On May 5, 2023, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “Amendment”) to increase the authorized capital stock of the Company to 7,000,000,000 6,990,000,000 10,000,000 Preferred stock As of June 30, 2023, 10,000,000 0.001 Series C Preferred Stock On July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. 2,500 Series D Preferred Stock On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. On July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 1.5 13,200,000 3,236 1,334 3,236 The warrant has a 15- year term and Partial Warrant Lock Up and Leak-Out Period. The Holder may only exercise the Warrant and purchase Warrant Shares as follows: i. Up to 162 th ii. The Remainder of the Warrant representing up to 3,074 a. During every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out Period”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become null and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on June 29, 2034, and until the Termination Date. Series E Preferred Stock On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 1,000 0 |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
NONCONTROLLING INTEREST | NOTE 12 – NONCONTROLLING INTEREST On August 19, 2021, the Company formed Ozop Capital. The Company initially owned 51% 49% 490,000 49% 784,777 |
OPERATING LEASE RIGHT-OF-USE AS
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Operating Lease Right-of-use Assets And Operating Lease Liabilities | |
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES | NOTE 13 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES On April 14, 2021, the Company entered into a five-year 8,100 13,481 2.4% 7.5% 702,888 In adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Right-of- use assets are summarized below: SCHEDULE OF RIGHT-OF-USE ASSETS June 30, 2023 December 31, 2022 Office and warehouse lease $ 702,888 $ 702,888 Less: Accumulated amortization (261,562 ) (195,182 ) Right-of-use assets, net $ 441,326 $ 507,706 Operating lease liabilities are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITIES June 30, 2023 December 31, 2022 Lease liability $ 453,199 $ 517,890 Less current portion (140,590 ) (133,508 ) Long term portion $ 312,609 $ 384,382 Maturity of lease liabilities are as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Amount For the year ending December 31, 2023 $ 84,744 For the year ending December 31, 2024 171,840 For the year ending December 31, 2025 175,942 For the year ending December 31, 2026 74,030 Total $ 506,556 Less: present value discount (53,357 ) Lease liability $ 453,199 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 14 – DISCONTINUED OPERATIONS On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income (loss) from discontinued operations in the accompanying consolidated financial statements for the three and six months ended June 30, 2023, and 2022. On October 3, 2022, PCTI filed a Voluntary Petition for Non- Individuals Filing for Bankruptcy. On November 30, 2022, the Trustee filed a Notice of Abandonment of Estate Property, as it is over encumbered by the secured creditors. No objections were filed, and as such the inventory and equipment is now considered abandoned to the secured creditors to do with what they wish. In March 2023, the Trustee declared this a no-asset case and closed the bankruptcy. The results of operations of this component, for all periods, are separately reported as “discontinued operations”. A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the Consolidated Statements of Operations for the three and six months ended June 30, 2023, and 2022 are summarized below: SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 Revenues $ 5,363 $ 112,759 $ 10,726 $ 275,675 Cost of goods sold - 129,774 - 256,256 Gross profit (loss) 5,363 (17,015 ) 10,726 19,419 Operating expenses - 145,458 - 357,748 Interest expense - 6,169 - 14,493 Income (loss) from discontinued operations $ 5,363 $ (168,642 ) $ 10,726 $ (352,822 ) There are no Current liabilities June 30, December 31, Accounts payable and accrued liabilities $ 445,565 $ 445,565 Current portion of notes payable 589,246 589,246 Operating lease liability - 3,575 Deferred revenues 14,298 21,451 Total current liabilities of discontinued operations $ 1,049,109 $ 1,059,837 On May 16, 2022, Huntington National Bank (“Huntington”) filed a Complaint for Confession of Judgment (“COJ”) against Catherine Chis (“Chis”). Chis was the former CEO of PCTI and a Guarantor on Huntington’s Letter of Credit financing (“LOC”) and a Term Loan (“Term Loan”). The Chis COJ for the LOC was for $ 352,415 63.65 141,415 28.60 354,774 63.65 142,473 28.60 The Company wrote off the book value of the inventory of $ 237,091 15,447 344,166 134,681 54,256 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely- than not that some or all of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future income, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS From July 1, 2023, through the filing of this report, the Company sold GHS 47,767,890 240,936 The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 10-K filed on April 17, 2023. The unaudited consolidated financial statements include the accounts of the Company and Ozop Energy Systems, Inc. and the Company’s other wholly owned subsidiaries Ozop Capital Partners, Inc., Ozop Engineering and Design, Inc., Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at June 30, 2023 and December 31, 2022. |
Sales Concentration and credit risk | Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and six months ended June 30, 2023, and 2022, and their accounts receivable balance as of June 30, 2023: SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR Sales % Three June Sales % Six June Sales % Three June Sales % Six Accounts Customer A 84.4 % 93.1 % N/A N/A $ - Customer B 13.1 % N/A N/A N/A - Customer C N/A N/A 44.5 % 27.6 % - Customer D N/A N/A 10.1 % 11.8 % - Customer E N/A N/A N/A 10.7 % - |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. Based on current market conditions related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $ 625,000 2,328,373 3,601,026 2,525,000 7,820,000 |
Purchase concentration | Purchase concentration OES purchases finished renewable energy products from its’ suppliers. For the three and six months ended June 30, 2023, there was one supplier that accounted for 100 41 23 20 38 16 15 11 20 |
Property, plant, and equipment | Property, plant, and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS Building 10 25 Office furniture and equipment 3 5 Warehouse equipment 7 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms. For contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. Any advance payments are recorded as current liability until revenue is recognized. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges. The following table disaggregates our revenue by major source for the three and six months ended June 30, 2023, and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 Sourced and distributed products $ 1,213,826 $ 4,749,377 $ 3,972,624 $ 7,668,699 OED Installations 27,500 16,500 59,900 16,500 Total $ 1,241,326 $ 4,765,877 $ 4,032,524 $ 7,685,199 Revenues from sourced and distributed products are purchased from suppliers as finished goods and the Company currently brings the finished goods into a third-party warehouse to fill orders as well as to build inventory for future sales orders. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the three months ended June 30, 2023, and 2022, the Company recorded advertising and marketing expenses of $ 13,398 2,710 31,170 5,188 |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Discontinued Operations | Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income (loss) from discontinued operations in the accompanying consolidated financial statements for the three and six months ended June 30, 2023, and 2022. For additional information, see Note 14- Discontinued Operations. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Our CEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company. Initial Measurement The Company records its financial instruments classified as liability, temporary equity, or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in the fair value of its financial instruments classified as liabilities are recorded as other income (expenses). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of June 30, 2023, and December 31, 2022, for each fair value hierarchy level: SCHEDULE OF DERIVATIVE INSTRUMENTS June 30, 2023 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 5,895,175 $ 5,895,175 December 31, 2022 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 4,314,270 $ 4,314,270 Leases The Company accounts for leases under ASU 2016-02 (see Note 13), applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 7.5 |
Income Taxes | Income Taxes Income taxes are 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. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Segment Policy | Segment Policy The Company has no reportable segments as it operates in one segment: renewable energy. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of June 30, 2023, and 2022, the Company’s dilutive securities are convertible into approximately 8,508,178,172 7,689,380,800 SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2023 June 30, 2022 Convertible preferred stock (1) 7,341,121,127 6,933,544,466 Unexercised common stock purchase warrants (1) 1,047,024,518 672,024,518 Convertible notes payable (1) 11,023,739 2,520,720 Promissory notes payable (1) 109,008,788 81,291,096 Total 8,508,178,172 7,689,380,800 (1) The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99 These shares were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s net loss position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company does not believe the adoption of the ASU will have a material impact on the Company’s financial position, results of operations or cash flows. Other than the above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended June 30, 2023, that are of significance or potential significance to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR | Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and six months ended June 30, 2023, and 2022, and their accounts receivable balance as of June 30, 2023: SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR Sales % Three June Sales % Six June Sales % Three June Sales % Six Accounts Customer A 84.4 % 93.1 % N/A N/A $ - Customer B 13.1 % N/A N/A N/A - Customer C N/A N/A 44.5 % 27.6 % - Customer D N/A N/A 10.1 % 11.8 % - Customer E N/A N/A N/A 10.7 % - |
SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS | SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS Building 10 25 Office furniture and equipment 3 5 Warehouse equipment 7 |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table disaggregates our revenue by major source for the three and six months ended June 30, 2023, and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 Sourced and distributed products $ 1,213,826 $ 4,749,377 $ 3,972,624 $ 7,668,699 OED Installations 27,500 16,500 59,900 16,500 Total $ 1,241,326 $ 4,765,877 $ 4,032,524 $ 7,685,199 |
SCHEDULE OF DERIVATIVE INSTRUMENTS | The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of June 30, 2023, and December 31, 2022, for each fair value hierarchy level: SCHEDULE OF DERIVATIVE INSTRUMENTS June 30, 2023 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 5,895,175 $ 5,895,175 December 31, 2022 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 4,314,270 $ 4,314,270 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2023 June 30, 2022 Convertible preferred stock (1) 7,341,121,127 6,933,544,466 Unexercised common stock purchase warrants (1) 1,047,024,518 672,024,518 Convertible notes payable (1) 11,023,739 2,520,720 Promissory notes payable (1) 109,008,788 81,291,096 Total 8,508,178,172 7,689,380,800 (1) The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99 These shares were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s net loss position. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following table summarizes the Company’s property and equipment: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 December 31, 2022 Office equipment $ 224,733 $ 222,571 Building and building improvements 600,000 600,000 Less: Accumulated Depreciation (156,972 ) (110,956 ) Property and Equipment, Net $ 667,761 $ 711,615 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Liabilities | |
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE | A summary of the activity related to derivative liabilities for the six months ended June 30, 2023, is as follows: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivative liabilities associated with warrants Derivative liabilities associated with convertible notes Total derivative liabilities Balance January 1, 2023 $ 4,285,400 $ 28,870 $ 4,314,270 Change in fair value 1,578,470 2,435 1,580,905 Balance June 30, 2023 $ 5,863,870 $ 31,305 $ 5,895,175 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | The Company has the following notes payable outstanding: SCHEDULE OF NOTES PAYABLE June 30, 2023 December 31, 2022 Note payable, interest at 8% January 5, 2020 $ 45,000 $ 45,000 Other, due on demand, interest at 6% 50,000 50,000 Note payable $ 750,000 12% August 24, 2021 375,000 375,000 Note payable $ 389,423 12% November 6, 2023 389,423 389,423 Note payable $ 1,000,000 12% November 13, 2021 1,000,000 1,000,000 Note payable $ 2,200,000 15% October 31, 2024 226,667 311,667 1,973,333 1,888,333 Note payable $ 11,110,000 15% October 31, 2024 1,133,333 1,558,333 9,976,667 9,551,667 Note payable $ 3,300,000 15% October 31, 2024 340,000 467,500 2,960,000 2,832,500 Note payable $ 3,020,000 March 31, 2023 0 181,818 2,220,000 2,588,182 Sub-total notes payable, net of discount 18,989,423 18,720,105 Less long-term portion, net of discount 14,910,000 14,272,500 Current portion of notes payable, net of discount $ 4,079,423 $ 4,447,605 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF EXPENSES TO OFFICERS | For the three and six months ended June 30, 2023, and 2022, the Company recorded expenses to its officers in the following amounts: SCHEDULE OF EXPENSES TO OFFICERS 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 CEO, parent $ 240,000 $ 240,000 $ 480,000 $ 380,000 CEO, parent-bonus - - - 250,000 Total $ 240,000 $ 240,000 $ 480,000 $ 630,000 |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Operating Lease Right-of-use Assets And Operating Lease Liabilities | |
SCHEDULE OF RIGHT-OF-USE ASSETS | Right-of- use assets are summarized below: SCHEDULE OF RIGHT-OF-USE ASSETS June 30, 2023 December 31, 2022 Office and warehouse lease $ 702,888 $ 702,888 Less: Accumulated amortization (261,562 ) (195,182 ) Right-of-use assets, net $ 441,326 $ 507,706 |
SCHEDULE OF OPERATING LEASE LIABILITIES | Operating lease liabilities are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITIES June 30, 2023 December 31, 2022 Lease liability $ 453,199 $ 517,890 Less current portion (140,590 ) (133,508 ) Long term portion $ 312,609 $ 384,382 |
SCHEDULE OF MATURITY OF LEASE LIABILITIES | Maturity of lease liabilities are as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Amount For the year ending December 31, 2023 $ 84,744 For the year ending December 31, 2024 171,840 For the year ending December 31, 2025 175,942 For the year ending December 31, 2026 74,030 Total $ 506,556 Less: present value discount (53,357 ) Lease liability $ 453,199 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS | SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS 2023 2022 2023 2022 Three months ended Six months ended 2023 2022 2023 2022 Revenues $ 5,363 $ 112,759 $ 10,726 $ 275,675 Cost of goods sold - 129,774 - 256,256 Gross profit (loss) 5,363 (17,015 ) 10,726 19,419 Operating expenses - 145,458 - 357,748 Interest expense - 6,169 - 14,493 Income (loss) from discontinued operations $ 5,363 $ (168,642 ) $ 10,726 $ (352,822 ) There are no Current liabilities June 30, December 31, Accounts payable and accrued liabilities $ 445,565 $ 445,565 Current portion of notes payable 589,246 589,246 Operating lease liability - 3,575 Deferred revenues 14,298 21,451 Total current liabilities of discontinued operations $ 1,049,109 $ 1,059,837 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - shares | Jun. 30, 2023 | May 05, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Capital stock, shares authorized | 7,000,000,000 | ||
Common stock, shares authorized | 6,990,000,000 | 6,990,000,000 | 6,990,000,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
May 02, 2023 | Oct. 17, 2022 | Apr. 04, 2022 | Jan. 23, 2023 | Jan. 18, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 30, 2021 | Apr. 14, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Retained earnings accumulated deficit | $ 217,261,087 | $ 217,261,087 | $ 211,300,799 | |||||||||
Working capital deficit | 12,238,723 | 12,238,723 | ||||||||||
Derivative liabilities current | 5,895,175 | 5,895,175 | $ 4,314,270 | |||||||||
Debt instrument default amount | 3,715,000 | 3,715,000 | ||||||||||
Proceeds from sale of common stock | $ 598,220 | |||||||||||
Shares issued value | $ 71,827 | $ 526,393 | ||||||||||
Lease term | 5 years | 5 years | ||||||||||
Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued | 15,048,619 | 107,756,783 | 122,805,402 | |||||||||
Proceeds from sale of common stock | $ 71,827 | $ 598,220 | ||||||||||
Shares issued value | $ 15,049 | $ 107,757 | ||||||||||
1st GHS Purchase Agreement [Member] | GHS Investments LLC [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock maturity period | Apr. 04, 2023 | |||||||||||
1st GHS Purchase Agreement [Member] | GHS Investments LLC [Member] | Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued | 200,000,000 | 200,000,000 | ||||||||||
Common stock maturity period | Oct. 04, 2022 | |||||||||||
Agreement description | The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement | |||||||||||
Sale of common stock | 51,087,628 | 148,912,372 | ||||||||||
Proceeds from sale of common stock | $ 205,443 | $ 1,141,514 | ||||||||||
2nd GHS Purchase Agreement [Member] | GHS Investments LLC [Member] | Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued | 150,000,000 | |||||||||||
Sale of common stock | 71,717,774 | |||||||||||
Proceeds from sale of common stock | $ 392,777 | |||||||||||
Financing And Registration Rights Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued | 47,767,890 | |||||||||||
Debt fund issued | $ 10,000,000 | |||||||||||
Equity financing agreement description | The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. | |||||||||||
Shares issued value | $ 10,000,000 | $ 240,936 |
SCHEDULES OF CONCENTRATION OF R
SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Customer A [Member] | ||||
Product Information [Line Items] | ||||
Accounts receivable balance | ||||
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Sales concentration and credit risk | 84.40% | 93.10% | ||
Customer B [Member] | ||||
Product Information [Line Items] | ||||
Accounts receivable balance | ||||
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Sales concentration and credit risk | 13.10% | |||
Customer C [Member] | ||||
Product Information [Line Items] | ||||
Accounts receivable balance | ||||
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Sales concentration and credit risk | 44.50% | 27.60% | ||
Customer D [Member] | ||||
Product Information [Line Items] | ||||
Accounts receivable balance | ||||
Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Sales concentration and credit risk | 10.10% | 11.80% | ||
Customer E [Member] | ||||
Product Information [Line Items] | ||||
Accounts receivable balance | ||||
Customer E [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Sales concentration and credit risk | 10.70% |
SCHEDULE OF USEFUL LIFE OF PROP
SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS (Details) | Jun. 30, 2023 |
Warehouse Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Minimum [Member] | Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Minimum [Member] | Office Furniture And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Maximum [Member] | Office Furniture And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Product Information [Line Items] | ||||
Total | $ 1,241,326 | $ 4,765,877 | $ 4,032,524 | $ 7,685,199 |
Sourced and Distributed Products [Member] | ||||
Product Information [Line Items] | ||||
Total | 1,213,826 | 4,749,377 | 3,972,624 | 7,668,699 |
OED Installations [Member] | ||||
Product Information [Line Items] | ||||
Total | $ 27,500 | $ 16,500 | $ 59,900 | $ 16,500 |
SCHEDULE OF DERIVATIVE INSTRUME
SCHEDULE OF DERIVATIVE INSTRUMENTS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | 5,895,175 | 4,314,270 |
Total | $ 5,895,175 | $ 4,314,270 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 8,508,178,172 | 7,689,380,800 | |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 7,341,121,127 | 6,933,544,466 |
Unexercised Common Stock Purchase Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 1,047,024,518 | 672,024,518 |
Convertible Notes Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 11,023,739 | 2,520,720 |
Promissory Note Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 109,008,788 | 81,291,096 |
[1]The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99 These shares |
SCHEDULE OF ANTIDILUTIVE SECU_2
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Outstanding shares, percentage | 4.99% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Market adjustment | $ 625,000 | $ 625,000 | |||
Inventory finished goods | 2,328,373 | 2,328,373 | $ 3,601,026 | ||
Deposits | 2,525,000 | 2,525,000 | |||
Deposits, open order purchase | 7,820,000 | 7,820,000 | |||
Advertising and marketing expenses | $ 13,398 | $ 2,710 | $ 31,170 | $ 5,188 | |
Incremental borrowing rate | 7.50% | 7.50% | |||
Dilutive securities common stock, shares | 8,508,178,172 | 7,689,380,800 | |||
Suppliers One [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration of credit risk | 100% | 41% | 100% | 38% | |
Suppliers Two [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration of credit risk | 23% | 16% | |||
Suppliers Three [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration of credit risk | 20% | 15% | |||
Suppliers Four [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration of credit risk | 11% | ||||
Two Vendor [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration of credit risk | 20% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | $ 667,761 | $ 711,615 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Building and building improvements | 224,733 | 222,571 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Building and building improvements | 600,000 | 600,000 |
Less: Accumulated Depreciation | (156,972) | (110,956) |
Property and Equipment, Net | $ 667,761 | $ 711,615 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 22,994 | $ 14,407 | $ 46,016 | $ 25,212 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
15% Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, gross | $ 25,000 | $ 25,000 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Derivative liability, beginning balance | $ 4,314,270 |
Change in fair value | 1,580,905 |
Derivative liability, ending balance | 5,895,175 |
Derivative Liabilities Associated With Warrants [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Derivative liability, beginning balance | 4,285,400 |
Change in fair value | 1,578,470 |
Derivative liability, ending balance | 5,863,870 |
Derivative Liabilities Associated With Convertible Notes [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Derivative liability, beginning balance | 28,870 |
Change in fair value | 2,435 |
Derivative liability, ending balance | $ 31,305 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities | $ | $ 4,314,270 | $ 5,895,175 |
Warrants in conjunction with notes payable | shares | 375,000,000 | |
Notes payable discount | $ | $ 2,550,000 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.76 | 5.47 |
Risk free interest exercise prices | 4.45 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 4.39 | 4.74 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 4.73 | 5.46 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 71 | 74 |
Risk free interest exercise prices | 509 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 0.0067 | |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 0.0061 | |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 0.15 | |
Measurement Input Price Volatility One [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 109 | 102 |
Measurement Input Price Volatility One [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest exercise prices | 272 | 126 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | $ 18,989,423 | $ 18,720,105 |
Less long-term portion, net of discount | 14,910,000 | 14,272,500 |
Current portion of notes payable, net of discount | 4,079,423 | 4,447,605 |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 45,000 | 45,000 |
Other [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 50,000 | 50,000 |
Note Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 375,000 | 375,000 |
Note Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 389,423 | 389,423 |
Note Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 1,000,000 | 1,000,000 |
Note Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 1,973,333 | 1,888,333 |
Note Payable Five [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 9,976,667 | 9,551,667 |
Note Payable Six [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | 2,960,000 | 2,832,500 |
Note Payable Seven [Member] | ||
Short-Term Debt [Line Items] | ||
Sub-total notes payable, net of discount | $ 2,220,000 | $ 2,588,182 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 8% | 8% |
Debt Instrument, maturity date | Jan. 05, 2020 | Jan. 05, 2020 |
Other [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 6% | 6% |
Note Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 12% | 12% |
Debt Instrument, maturity date | Aug. 24, 2021 | Aug. 24, 2021 |
Debt Instrument, face amount | $ 750,000 | $ 750,000 |
Note Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 12% | 12% |
Debt Instrument, maturity date | Nov. 06, 2023 | Nov. 06, 2023 |
Debt Instrument, face amount | $ 389,423 | $ 389,423 |
Note Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 12% | 12% |
Debt Instrument, maturity date | Nov. 13, 2021 | Nov. 13, 2021 |
Debt Instrument, face amount | $ 1,000,000 | $ 1,000,000 |
Note Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 15% | 15% |
Debt Instrument, maturity date | Oct. 31, 2024 | Oct. 31, 2024 |
Debt Instrument, face amount | $ 2,200,000 | $ 2,200,000 |
Debt Instrument, unamortized discount | $ 226,667 | $ 311,667 |
Note Payable Five [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 15% | 15% |
Debt Instrument, maturity date | Oct. 31, 2024 | Oct. 31, 2024 |
Debt Instrument, face amount | $ 11,110,000 | $ 11,110,000 |
Debt Instrument, unamortized discount | $ 1,133,333 | $ 1,558,333 |
Note Payable Six [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, interest rate, stated percentage | 15% | 15% |
Debt Instrument, maturity date | Oct. 31, 2024 | Oct. 31, 2024 |
Debt Instrument, face amount | $ 3,300,000 | $ 3,300,000 |
Debt Instrument, unamortized discount | $ 340,000 | $ 467,500 |
Note Payable Seven [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, maturity date | Mar. 31, 2023 | Mar. 31, 2023 |
Debt Instrument, face amount | $ 3,020,000 | $ 3,020,000 |
Debt Instrument, unamortized discount | $ 0 | $ 181,818 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Nov. 11, 2022 | Oct. 31, 2022 | Dec. 13, 2021 | Dec. 07, 2021 | Mar. 23, 2021 | Mar. 17, 2021 | Feb. 16, 2021 | Feb. 09, 2021 | Nov. 20, 2020 | Nov. 13, 2020 | Nov. 06, 2020 | Aug. 25, 2020 | Aug. 24, 2020 | Jun. 23, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 03, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Accounts and accrued expenses | $ 6,621,624 | $ 6,621,624 | $ 5,089,009 | |||||||||||||||||||
Interest expense | 1,039,676 | $ 1,421,383 | 2,261,209 | $ 5,388,281 | ||||||||||||||||||
Notes payable | $ 18,989,423 | $ 18,989,423 | $ 18,720,105 | |||||||||||||||||||
Common stock, shares, issued | 4,894,080,751 | 4,894,080,751 | 4,771,275,349 | |||||||||||||||||||
Holder [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Number of warrants to purchase | 125,000,000 | 125,000,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.008 | $ 0.008 | ||||||||||||||||||||
Stock issued during period, shares | 2 | |||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 375,000 | $ 375,000 | $ 375,000 | $ 375,000 | ||||||||||||||||||
Interest payable | 225,247 | 225,247 | 180,247 | |||||||||||||||||||
Common stock, shares, issued | 75,000,000 | |||||||||||||||||||||
Promissory Note [Member] | Lender [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 11,110,000 | 11,110,000 | 11,110,000 | 11,110,000 | ||||||||||||||||||
Debt instrument, maturity date | Mar. 17, 2022 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,000,000 | 1,133,333 | 1,133,333 | 1,558,333 | ||||||||||||||||||
Proceeds from notes payable | $ 10,000,000 | |||||||||||||||||||||
Long-term debt, gross | 9,976,667 | 9,976,667 | 9,551,667 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 12% | ||||||||||||||||||||
Number of warrants to purchase | 250,000,000 | 250,000,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.0067 | $ 0.13 | ||||||||||||||||||||
Lender costs | $ 110,000 | |||||||||||||||||||||
Warrant expiry date | Oct. 31, 2025 | |||||||||||||||||||||
Promissory Note [Member] | Lender [Member] | March 31 2023 [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 3,020,000 | 2,220,000 | 2,220,000 | 2,770,000 | ||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2023 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 250,000 | 181,818 | ||||||||||||||||||||
Accounts and accrued expenses | 260,000 | |||||||||||||||||||||
Proceeds from notes payable | $ 2,510,000 | |||||||||||||||||||||
Original issue discount, amortized | 181,818 | |||||||||||||||||||||
Repayments of debt | 550,000 | |||||||||||||||||||||
Long-term debt, gross | 2,220,000 | 2,220,000 | 2,588,182 | |||||||||||||||||||
Promissory Note [Member] | Lender [Member] | December 7, 2022 [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 3,300,000 | 3,300,000 | 3,300,000 | 3,300,000 | ||||||||||||||||||
Debt instrument, maturity date | Dec. 07, 2022 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 300,000 | 340,000 | 340,000 | 467,500 | ||||||||||||||||||
Proceeds from notes payable | $ 3,000,000 | |||||||||||||||||||||
Long-term debt, gross | 2,960,000 | 2,960,000 | 2,832,500 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 12% | ||||||||||||||||||||
Number of warrants to purchase | 75,000,000 | 75,000,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.0067 | $ 0.039 | ||||||||||||||||||||
Warrants value | 510,000 | |||||||||||||||||||||
Interest expense | 63,750 | 127,500 | ||||||||||||||||||||
Promissory Note [Member] | Lender [Member] | March 17 2022 [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest expense | 212,500 | 425,000 | ||||||||||||||||||||
Interest expense, amortized | 1,700,000 | |||||||||||||||||||||
Promissory Note [Member] | Lender [Member] | February 9 2021 [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Warrants value | 340,000 | |||||||||||||||||||||
Interest expense | 42,500 | 85,000 | ||||||||||||||||||||
Promissory Note [Member] | Holder [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | $ 389,423 | $ 750,000 | $ 210,000 | ||||||||||||||||||
Debt instrument, maturity date | Nov. 13, 2021 | Nov. 06, 2023 | Aug. 24, 2021 | |||||||||||||||||||
Proceeds from notes payable | $ 890,000 | $ 663,000 | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | 12% | 12% | |||||||||||||||||||
Number of warrants to purchase | 60,000,000 | 122,950,819 | ||||||||||||||||||||
Warrant exercise price | $ 0.0075 | $ 0.0061 | ||||||||||||||||||||
Debt instrument, description | Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date. | Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. | ||||||||||||||||||||
Legal fees | $ 110,000 | $ 87,000 | ||||||||||||||||||||
Interest payable | 495,452 | 495,452 | 375,452 | |||||||||||||||||||
Notes payable | $ 120,000 | |||||||||||||||||||||
Debt instrument, increase, accrued interest | $ 8,716 | $ 15,707 | ||||||||||||||||||||
Promissory Note One [Member] | Lender [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 2,200,000 | |||||||||||||||||||||
Debt instrument, maturity date | Feb. 09, 2022 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 200,000 | |||||||||||||||||||||
Proceeds from notes payable | $ 2,000,000 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | |||||||||||||||||||||
Number of warrants to purchase | 50,000,000 | |||||||||||||||||||||
Warrant exercise price | $ 0.15 | |||||||||||||||||||||
Promissory Note One [Member] | Holder [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Adjustments to additional paid in capital warrant issued | $ 1,000,000 | 1,000,000 | ||||||||||||||||||||
Promissory Note Two [Member] | Lender [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | 2,200,000 | 2,200,000 | 2,200,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 226,667 | 226,667 | 311,667 | |||||||||||||||||||
Long-term debt, gross | $ 1,973,333 | $ 1,973,333 | $ 1,888,333 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | |||||||||||||||||||||
Warrant exercise price | $ 0.0067 | |||||||||||||||||||||
Stock issued during period, shares | 50,000,000 |
DEFERRED LIABILITY (Details Nar
DEFERRED LIABILITY (Details Narrative) - USD ($) | Nov. 11, 2022 | Feb. 26, 2021 | Sep. 02, 2020 | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred liability | $ 490,275 | $ 490,000 | |||
Reduce deferred liability | $ 260,000 | ||||
Promissory Note [Member] | |||||
Reduce deferred liability | $ 260,000 | ||||
PCTI [Member] | Exchange Agreement [Member] | |||||
Deferred liability | $ 750,000 | ||||
Product liability contingency, third-Party recovery, percentage | 3% | ||||
Exchange of common stock | 175,000,000 | ||||
Royalty percentage | 1.80% |
SCHEDULE OF EXPENSES TO OFFICER
SCHEDULE OF EXPENSES TO OFFICERS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Total | $ 240,000 | $ 240,000 | $ 480,000 | $ 630,000 |
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 240,000 | 240,000 | 480,000 | 380,000 |
Chief Executive Officer Bonus [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | $ 250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jan. 02, 2022 | Jul. 10, 2020 | Apr. 30, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | |
Employment Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount of initial annual compensation | $ 240,000 | ||||
Mr Conway [Member] | Employment Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount of initial annual compensation | $ 250,000 | ||||
Per Month [Member] | Mr Conway [Member] | |||||
Related Party Transaction [Line Items] | |||||
Compensation value | $ 20,000 | $ 20,000 | |||
Officers compensation received | $ 10,000 | $ 20,000 | $ 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Jan. 14, 2022 | Oct. 01, 2021 | Sep. 02, 2021 | Sep. 01, 2021 | Jul. 01, 2021 | Apr. 13, 2021 | Mar. 30, 2021 | Mar. 15, 2021 | Feb. 26, 2021 | Jan. 06, 2021 | Sep. 02, 2020 | Sep. 30, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 05, 2023 | Dec. 31, 2022 | Mar. 04, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments of stock issuance costs | $ 3,558 | $ 19,110 | ||||||||||||||||||
Cash payments | $ 25,000 | |||||||||||||||||||
Issuance of common stock | 637,755 | 637,755 | 7,000,000,000 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 135,000 | |||||||||||||||||||
Accounts payable and accrued expenses | $ 243,272 | $ 243,272 | $ 243,272 | |||||||||||||||||
PJN Strategies [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Consulting expense | $ 84,000 | $ 20,000 | $ 252,000 | 504,000 | ||||||||||||||||
Co-Directors of Sales [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 130,000 | |||||||||||||||||||
Accrued Bonuses, Current | $ 20,000 | |||||||||||||||||||
Issuance of shares of common stock sold, shares | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||
Shares issued, price per share | $ 0.027 | $ 0.027 | ||||||||||||||||||
Share price | $ 0.0445 | $ 0.0745 | ||||||||||||||||||
Co-Directors of Sales [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Issuance of shares of common stock sold, shares | 2,500,000 | |||||||||||||||||||
Shares issued, price per share | $ 0.092 | |||||||||||||||||||
Ezra Green [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Consulting expense | 30,000 | 60,000 | ||||||||||||||||||
Shares issued, price per share | $ 0.0076 | |||||||||||||||||||
Professional fees | $ 2,500 | |||||||||||||||||||
Ezra Green [Member] | Restricted Stock [Member] | Related Party [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Due to officers or stockholders | $ 10,000 | |||||||||||||||||||
RMA Agreement [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments of stock issuance costs | $ 50,000 | |||||||||||||||||||
Number of restricted stock issued, value | $ 50,000 | |||||||||||||||||||
Payments of stock issuance costs | $ 25,000 | |||||||||||||||||||
Number of restricted shares issued | 452,080 | |||||||||||||||||||
Consulting Agreement [Member] | Mr Steven Martello [Member] | Aurora Enterprises [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of restricted shares issued | 5,000,000 | |||||||||||||||||||
Consulting expense | $ 30,000 | $ 60,000 | ||||||||||||||||||
Legal fees | $ 10,000 | |||||||||||||||||||
Consulting Agreement [Member] | Ezra Green [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of restricted shares issued | 10,000,000 | |||||||||||||||||||
Consulting Agreement [Member] | Mr Allen Sosis [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Deferred compensation equity | $ 76,000 | |||||||||||||||||||
Seperation Agreement [Member] | Salman J. Chaudhry [Member] | Related Party [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Due to officers or stockholders, current | $ 162,085 | $ 162,085 | $ 162,085 | $ 227,200 | ||||||||||||||||
Exchange Agreement [Member] | PCTI [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Professional fees | $ 750,000 | |||||||||||||||||||
Collaborative arrangement, rights and obligations | PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. | |||||||||||||||||||
Number of common stock exchanged | 175,000,000 | |||||||||||||||||||
Royalty percentage | 1.80% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jul. 28, 2021 | Jul. 07, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | May 05, 2023 | Dec. 31, 2022 | Jul. 27, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of common stock | $ 598,220 | ||||||||
Stock issuance cost | $ 3,558 | $ 19,110 | |||||||
Common stock shares authorized | 6,990,000,000 | 6,990,000,000 | 6,990,000,000 | 6,990,000,000 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued | 4,894,080,751 | 4,894,080,751 | 4,771,275,349 | ||||||
Common stock shares outstanding | 4,894,080,751 | 4,894,080,751 | 4,771,275,349 | ||||||
Common shares authorized | 637,755 | 637,755 | 7,000,000,000 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series C Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000 | 50,000 | 50,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock shares issued | 2,500 | 2,500 | 2,500 | ||||||
Preferred stock shares outstanding | 2,500 | 2,500 | 2,500 | ||||||
Series D Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 4,570 | 4,570 | 4,570 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock shares issued | 1,334 | 1,334 | 1,334 | ||||||
Preferred stock shares outstanding | 1,334 | 1,334 | 1,334 | ||||||
Purchase of warrants | 3,236 | 3,236 | 3,236 | ||||||
Series E Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 3,000 | 3,000 | 3,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock shares issued | 0 | 0 | 0 | ||||||
Preferred stock shares outstanding | 0 | 0 | 0 | ||||||
Certificates of Designation [Member] | Series C Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000 | ||||||||
Preferred stock, voting rights | The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. | ||||||||
Certificates of Designation [Member] | Series E Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 3,000 | ||||||||
Preferred stock, redemption amount | $ 1,000 | ||||||||
Series D Amendment [Member] | Series D Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 4,570 | ||||||||
Preferred stock, convertible, conversion price | $ 1.5 | ||||||||
Series DSPA [Member] | Series D Preferred Stock [Member] | Investor [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Proceeds from issuance of preferred stock and preference stock | $ 13,200,000 | ||||||||
Purchase of warrants | 3,236 | ||||||||
Restricted Stock [Member] | Lease Agreement [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of shares of common stock sold, shares | 5,000,000 | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrant exercise | 162 | ||||||||
Warrant exercise, description | During every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out Period”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become null and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on June 29, 2034, and until the Termination Date. | ||||||||
Remaining Warrant Shares [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrant exercise | 3,074 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of shares of common stock sold, shares | 15,048,619 | 107,756,783 | 122,805,402 | ||||||
Issuance of common stock | $ 71,827 | $ 598,220 | |||||||
Stock issuance cost | $ 3,558 | $ 22,668 | |||||||
Common shares authorized | 6,990,000,000 | ||||||||
Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 10,000,000 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | Sep. 13, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 19, 2021 |
Accumulative noncontrolling interest | $ 784,777 | $ 784,777 | ||
Brian Conway [Member] | ||||
Noncontrolling interest percentage | 51% | |||
PJN Strategies [Member] | ||||
Noncontrolling interest percentage | 49% | 49% | ||
Number of share returned | 490,000 |
SCHEDULE OF RIGHT-OF-USE ASSETS
SCHEDULE OF RIGHT-OF-USE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease Right-of-use Assets And Operating Lease Liabilities | ||
Office and warehouse lease | $ 702,888 | $ 702,888 |
Less: Accumulated amortization | (261,562) | (195,182) |
Right-of-use assets, net | $ 441,326 | $ 507,706 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease Right-of-use Assets And Operating Lease Liabilities | ||
Lease liability | $ 453,199 | $ 517,890 |
Less current portion | (140,590) | (133,508) |
Long term portion | $ 312,609 | $ 384,382 |
SCHEDULE OF MATURITY OF LEASE L
SCHEDULE OF MATURITY OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease Right-of-use Assets And Operating Lease Liabilities | ||
For the year ending December 31, 2023 | $ 84,744 | |
For the year ending December 31, 2024 | 171,840 | |
For the year ending December 31, 2025 | 175,942 | |
For the year ending December 31, 2026 | 74,030 | |
Total | 506,556 | |
Less: present value discount | (53,357) | |
Lease liability | $ 453,199 | $ 517,890 |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (Details Narrative) | Apr. 14, 2021 USD ($) ft² | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2021 |
Operating lease term | 5 years | 5 years | |||
Area of land | ft² | 8,100 | ||||
Operating lease liability | $ 453,199 | $ 517,890 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Operating lease liability | $ 702,888 | ||||
Thereafter [Member] | |||||
Lease payments increase percentage | 2.40% | ||||
CALIFORNIA | |||||
Operating lease payments | $ 13,481 | ||||
Lease payments increase percentage | 7.50% |
SCHEDULE OF LOSS FROM DISCONTIN
SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Revenues | $ 5,363 | $ 112,759 | $ 10,726 | $ 275,675 | |
Cost of goods sold | 129,774 | 256,256 | |||
Gross profit (loss) | 5,363 | (17,015) | 10,726 | 19,419 | |
Operating expenses | 145,458 | 357,748 | |||
Interest expense | 6,169 | 14,493 | |||
Income (loss) from discontinued operations | 5,363 | $ (168,642) | 10,726 | $ (352,822) | |
Accounts payable and accrued liabilities | 445,565 | 445,565 | $ 445,565 | ||
Current portion of notes payable | 589,246 | 589,246 | 589,246 | ||
Operating lease liability | 3,575 | ||||
Deferred revenues | 14,298 | 14,298 | 21,451 | ||
Total current liabilities of discontinued operations | $ 1,049,109 | $ 1,049,109 | $ 1,059,837 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 24, 2022 | May 16, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Total assets of discontinued operations | $ 0 | $ 0 | |||
Line of credit | 344,166 | ||||
Inventory | $ 625,000 | 237,091 | |||
Fixed assets | 15,447 | ||||
Term loan | 134,681 | ||||
Accrued interest and fees | $ 54,256 | ||||
Catherine Chis [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Line of credit | $ 141,415 | ||||
Accrues per interest | $ 28.60 | ||||
Catherine Chis [Member] | Line of Credit [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Line of credit | $ 352,415 | ||||
Accrues per interest | $ 63.65 | ||||
Power Conversion Technologies Inc [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Line of credit | $ 142,473 | ||||
Accrues per interest | $ 28.60 | ||||
Power Conversion Technologies Inc [Member] | Line of Credit [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Line of credit | $ 354,774 | ||||
Accrues per interest | $ 63.65 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||
Stock issued during the period | $ 71,827 | $ 526,393 | ||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of shares of common stock sold, shares | 15,048,619 | 107,756,783 | 122,805,402 | |
Stock issued during the period | $ 15,049 | $ 107,757 | ||
GHS Investments LLC [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of shares of common stock sold, shares | 47,767,890 | |||
Stock issued during the period | $ 240,936 |