Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Apr. 30, 2024 | |
Document and Entity Information | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-56192 | |
Entity Registrant Name | Electromedical Technologies, Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2619815 | |
Entity Address, Address Line One | 16413 N. 91st Street | |
Entity Address, Address Line Two | Ste. C140 | |
Entity Address, City or Town | Scottsdale | |
Entity Address State Or Province | AZ | |
Entity Address, Postal Zip Code | 85260 | |
City Area Code | 888 | |
Local Phone Number | 880-7888 | |
Trading Symbol | EMED | |
Security Exchange Name | NONE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Public Float | $ 313,166 | |
Entity Common Stock, Shares Outstanding | 507,288,394 | |
Auditor Name | dbbmckennon | |
Auditor Firm ID | 3501 | |
Auditor Location | San Diego, California | |
Entity Central Index Key | 0001715819 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Title of 12(b) Security | $0.00001 par value, common stock |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 87,704 | $ 368,425 |
Accounts receivable | 4,399 | 9,444 |
Inventories | 68,517 | 62,061 |
Prepaid inventories and other current assets | 288,565 | 207,872 |
Total current assets | 449,185 | 647,802 |
Right of use asset | 149,493 | |
Property and equipment, net | 149,705 | 705,469 |
Total assets | 748,383 | 1,353,271 |
Current liabilities: | ||
Accounts payable | 239,481 | 266,744 |
Credit cards payable | 28,097 | 37,633 |
Accrued expenses and other current liabilities | 916,971 | 1,065,483 |
Customer deposits | 197,325 | 217,588 |
Convertible promissory notes, net of discount of $0 and $375,865, respectively | 1,393,601 | 1,304,909 |
Long term debt, current portion | 31,818 | |
Lease liability, current portion | 48,745 | |
Derivative liabilities | 532,334 | |
Total current liabilities | 3,356,554 | 2,924,175 |
Bank debt, net of current portion | 489,707 | |
Government debt, net of current portion | 150,000 | 150,000 |
Lease liabilities, net of current portion | 106,200 | |
Other liabilities | 8,416 | 10,234 |
Total liabilities | 3,621,170 | 3,574,116 |
Commitments and contingencies (Note 10) | ||
Stockholders' deficit | ||
Common stock, $.00001 par value, 1,999,000,000 and 999,000,000 shares authorized; 463,286,208 and 189,784,529 shares outstanding at December 31, 2023 and 2022, respectively | 4,631 | 1,896 |
Additional paid-in-capital | 23,827,330 | 22,237,300 |
Accumulated deficit | (27,469,748) | (24,825,041) |
Total stockholders' deficit | (2,872,787) | (2,220,845) |
Total liabilities and stockholders' deficit | 748,383 | 1,353,271 |
Series A Preferred Stock | ||
Stockholders' deficit | ||
Preferred Stock | 365,000 | $ 365,000 |
Series B Preferred Stock | ||
Stockholders' deficit | ||
Preferred Stock | $ 400,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Discount on convertible promissory notes | $ 0 | $ 375,865 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 1,999,000,000 | 999,000,000 |
Common stock, shares outstanding | 463,286,208 | 189,784,529 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares outstanding | 1 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
STATEMENTS OF OPERATIONS | ||
Net sales | $ 1,348,808 | $ 1,149,844 |
Cost of sales | 303,303 | 261,203 |
Gross profit | 1,045,505 | 888,641 |
Selling, general and administrative expenses | 3,110,446 | 2,492,169 |
Loss from operations | (2,064,941) | (1,603,528) |
Other income (expense) | ||
Interest expense | (893,155) | (791,072) |
Gain on sale of fixed asset | 1,193,676 | |
Change in fair market value of derivative liabilities | (120,610) | |
Loss on derivative liabilities | (355,597) | |
Other expense | (409,000) | |
Forgiveness of debt | 5,900 | |
Gain (loss) on extinguishment of debt | 8,381 | (1,079,800) |
Total other expense | (576,305) | (1,864,972) |
Net loss | (2,641,246) | (3,468,500) |
Deemed dividend related to warrant resets | (3,461) | (107,888) |
Net loss attributable to common stockholders | $ (2,644,707) | $ (3,576,388) |
Weighted average shares outstanding - basic (in shares) | 377,216,319 | 133,596,295 |
Weighted average shares outstanding - diluted (in shares) | 377,216,319 | 133,596,295 |
Weighted average loss per share - basic (in dollars per share) | $ 0 | $ (0.03) |
Weighted average loss per share - diluted (in dollars per share) | $ 0 | $ (0.03) |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Series A Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock | Common Stock | Paid in Capital Cumulative Effect, Period of Adoption, Adjustment | Paid in Capital | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | Total |
Beginning balance (ASU 2020-06) at Dec. 31, 2021 | $ (1,013,414) | $ 634,059 | $ (379,355) | ||||||
Beginning balance at Dec. 31, 2021 | $ 355,000 | $ 876 | $ 20,804,333 | $ (21,882,712) | $ (722,503) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 500,000 | 87,725,842 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of common stock for cash | $ 15 | 42,751 | 42,766 | ||||||
Issuance of common stock for cash (in shares) | 1,500,000 | ||||||||
Shares issued for consulting services | $ 221 | 494,679 | $ 494,900 | ||||||
Shares issued for consulting services (in shares) | 22,058,999 | 7,500,000 | |||||||
Shares issued in conjunction with forbearance of convertible promissory notes | $ 40 | 142,760 | $ 142,800 | ||||||
Shares issued in conjunction with forbearance of convertible promissory notes (in shares) | 4,000,000 | ||||||||
Shares issued in conjunction with convertible promissory notes settlement | $ 307 | 708,063 | 708,370 | ||||||
Shares issued in conjunction with convertible promissory notes settlement (in Shares) | 30,734,801 | ||||||||
Warrants issued in conjunction with debt settlement | 65,000 | 65,000 | |||||||
Warrants issued in conjunction with convertible promissory notes | 445,974 | 445,974 | |||||||
Warrants reset in conjunction with convertible promissory notes | 107,888 | (107,888) | |||||||
Conversion of convertible promissory note | $ 305 | 434,695 | 435,000 | ||||||
Conversion of convertible promissory note (In shares) | 30,500,000 | ||||||||
Stock-based compensation | $ 10,000 | 4,703 | 14,703 | ||||||
Stock-based compensation (in shares) | 500,000 | ||||||||
Cashless warrant exercises | $ 132 | (132) | |||||||
Cashless warrant exercises (in shares) | 13,264,887 | ||||||||
Net loss | (3,468,500) | (3,468,500) | |||||||
Ending balance at Dec. 31, 2022 | $ 1,000,000 | $ 1,896 | 22,237,300 | (24,825,041) | (2,220,845) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 365,000 | 189,784,529 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Shares issued for consulting services | $ 350 | ||||||||
Shares issued for consulting services (in shares) | 35,000,000 | ||||||||
Conversion of convertible promissory notes, accrued interest and derivative liabilities | $ 1,755 | 298,279 | 300,034 | ||||||
Conversion of convertible promissory notes, accrued interest and derivative liabilities (in Shares) | 175,534,171 | ||||||||
Cashless warrant exercises | $ 180 | (180) | |||||||
Cashless warrant exercises (in shares) | 18,000,000 | ||||||||
Share issued as CEO compensation | $ 400,000 | 400,000 | |||||||
Share issued as CEO compensation (in shares) | 1 | ||||||||
Shares issued in conjunction with settlement reset | $ 461 | 697,539 | 698,000 | ||||||
Shares issued in conjunction with settlement reset (in shares) | 46,102,156 | ||||||||
Settlement of stock-based compensation liabilities | $ 30 | 20,970 | 21,000 | ||||||
Settlement of stock-based compensation liabilities (in shares) | 3,000,000 | ||||||||
Conversion true-up | $ 41 | (41) | |||||||
Conversion true-up (in shares) | 4,075,000 | ||||||||
Exercise of warrants for cash | $ 2 | 173 | 175 | ||||||
Exercise of warrants for cash (in shares) | 170,898 | ||||||||
Warrant reset | 3,461 | (3,461) | 3,461 | ||||||
Valuation of trigger warrants | 263,476 | 263,476 | |||||||
Cancellation of shares | $ (84) | (8,297) | (8,381) | ||||||
Cancellation of shares (in shares) | (8,380,546) | ||||||||
Net loss | (2,641,246) | (2,641,246) | |||||||
Ending balance (ASU 2020-06) at Dec. 31, 2023 | 314,650 | 315,000 | |||||||
Ending balance at Dec. 31, 2023 | $ 365,000 | $ 400,000 | $ 4,631 | $ 23,827,330 | $ (27,469,748) | $ (2,872,787) | |||
Ending balance (in shares) at Dec. 31, 2023 | 1,000,000 | 1 | 463,286,208 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,641,246) | $ (3,468,500) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 715,000 | 509,603 |
Provision for allowance for doubtful accounts | 1,845 | |
Depreciation and amortization | 4,557 | 21,875 |
Amortization of right of use asset | 21,648 | |
Forgiveness of debt | (5,900) | |
(Gain)loss on extinguishment of debt | (8,381) | 1,079,800 |
Amortization of debt discount and warrant expense | 639,341 | 584,261 |
Change in fair value of derivative liabilities- | 120,610 | |
Loss on derivatives | 355,597 | |
Gain on sale of property and equipment | (1,193,676) | |
Other | 876 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 3,200 | 25,641 |
Inventories | (6,456) | 156,449 |
Prepaid inventories and other current assets | (80,693) | (169,870) |
Accounts payable | (27,263) | 51,959 |
Credit cards payable | (9,536) | 26,350 |
Accrued expenses and other current liabilities | 725,461 | 196,340 |
Customer deposits | (20,263) | 217,588 |
Lease liability | (16,196) | |
Other liabilities | (1,818) | 1,067 |
Net cash used in operating activities | (1,417,393) | (773,337) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (149,705) | |
Sale of property and equipment | 1,894,588 | |
Net cash provided by investing activities | 1,744,883 | |
Cash flows from financing activities: | ||
Repayments on bank debt | (522,401) | (25,355) |
Related party notes payable-net | (57,875) | |
Issuance of convertible promissory notes | 1,545,140 | |
Repayments on convertible promissory notes | (85,985) | (746,084) |
Exercise of warrants for cash | 175 | |
Issuance of common stock for cash- net | 42,766 | |
Net cash provided by (used in) financing activities | (608,211) | 758,592 |
Net decrease in cash and cash equivalents | (280,721) | (14,745) |
Cash and cash equivalents, beginning of year | 368,425 | 383,170 |
Cash and cash equivalents, end of year | 87,704 | 368,425 |
Cash paid during the year for: | ||
Interest | 40,241 | 103,819 |
Non-cash investing and financing activities: | ||
January 1, 2022 adoption of ASU2020-06 | 379,355 | |
Settlement of stock-based compensation liabilities | 719,000 | |
Warrants, common stock and beneficial conversion feature issued in conjunction with convertible promissory notes | 510,974 | |
Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock | 300,034 | $ 1,103,370 |
Right of use asset and lease liability | $ 164,408 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION AND NATURE OF BUSINESS | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Electro Medical Technologies, LLC (“the Company”), was formed in November 2010 as an Arizona limited liability company. In August 2017, the Company converted to a Delaware C Corporation under Electromedical Technologies, Inc. The Company is a bioelectronic engineering company with medical device certifications in the United States (FDA) and Mexico (Cofepris). The Company engineers simple-to-use portable bioelectronics devices, which provide fast and long -lasting pain relief across a broad range of ailments. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Method The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared based on the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements. Going Concern Since inception, the Company has incurred approximately $23.7 million of accumulated net losses. In addition, during the year ended December 31, 2023, the Company used $1,417,393 in operations and had a working capital deficit of $2.9 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company expects to obtain funding through additional debt and equity placement offerings until it consistently achieves positive cash flows from operations. If the Company is unable to obtain additional funding, it may not be able to meet all of its obligations as they come due for the next twelve months. The continuing viability of the entity and its ability to continue as a going concern is dependent upon the entity being successful in its continuing efforts in growing its revenue base and/or accessing additional sources of capital, and/or selling assets. As a result, there is significant uncertainty about whether the entity will continue as a going concern and, therefore, whether it will realize its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial statements. Accordingly, no adjustments have been made to the financial statements relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might be necessary should the entity not continue as a going concern. At this time, management is of the opinion that no asset is likely to be realized for an amount less than the amount at which it is recorded in the financial statements as at December 31, 2023. Revenue Recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory that is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30-day right of return to its customers. As of both December 31, 2023, and 2022, the sales returns allowance was $6,990. Certain larger customers pay in advance for future shipments. These advance payments totaled $197,325 and $217,588 at December 31, 2023 and 2022, respectively, and are recorded as customer deposits in the accompanying balance sheets. Revenue related to these advance payments is recognized upon shipment to the distributor or the end customer. At the completion of the initial three-year warranty, the Company sells extended warranties for periods ranging from one Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts, and the Company generally does not require collateral. As a general policy, the Company determines an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company recorded an allowance for doubtful accounts of $1,845 and $1,000 as of December 31, 2023 and 2022, respectively. Financial Instruments and Concentrations of Business and Credit Risk The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk. The Company’s accounts receivable, which are unsecured, expose the Company to credit risks such as collectability and business risks such as customer concentrations. The Company mitigates credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic review of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. The Company mitigates business risks by attempting to diversify its customer base. Significant customer sales greater than 10% as a percentage of total sales are as follows: YEAR ENDED DEC 31, 2023 2022 Customer A 19.9 % 23.5 % Customer B 11.4 % 13.5 % Amounts due these customers totaled $12,442 and $13,342 at December 31, 2023 and December 31, 2022, respectively for commissions and reimbursements. Amounts due from these customers totaled $594 and $0 at December 31, 2023 and December 31, 2022, respectively. Customer deposits on hand from these customers totaled $70,950 and $73,385 at December 31, 2023 and December 31, 2022, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company. The Company’s supplier concentrations expose the Company to business risks, which the Company mitigates by attempting to diversify its supply chain. Significant supplier purchases, including inventory deposits, as a percentage of total inventory purchases are as follows: YEAR ENDED DEC 31, 2023 2022 Supplier A 31.4 % 81.6 % Supplier D 58.6 % — There were no amounts outstanding due these suppliers at December 31, 2023 and December 31, 2022. The loss of key vendors may have a significant impact on the operations and cash flows of the Company. The estimated fair value of financial instruments has been determined using available market information and appropriate valuation methodologies. However, considerable judgment is often required to interpret market data used to develop the estimates of fair value. Accordingly, the estimates presented may not be indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. Disclosure of Fair Value The disclosure requirements within Accounting Standards Codification (ASC) Topic 820-10, Fair Value Measurement, require disclosure of estimated fair values of certain financial instruments. For financial instruments recognized at fair value in the Company’s statements of operations, the disclosure requirements of ASC Topic 820-10 also apply. The methods and assumptions are set forth below: ● Cash and cash equivalents are carried at cost, which approximates fair value. ● The carrying amounts of receivables approximate fair value due to their short-term maturities. ● The carrying amounts of payables approximate fair value due to their short-term maturities. Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Pricing inputs include significant unobservable inputs used in determining the fair value of investments. The types of investments, which would generally be included in this category include equity securities issued by private entities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. The following table presents changes during the year ended December 31, 2023 in Level 3 liabilities measured at fair value on a recurring basis: Fair value- December 31, 2022 $ — Derivative liabilities in conjunction with convertible promissory note defaults 491,846 Conversion of convertible promissory notes (80,122) Change in fair value of derivative liabilities 120,610 Fair value- December 31, 2023 $ 532,334 There were no Level 3 liabilities in 2022. Inventories Inventories are stated at the lower of cost or market. Cost is determined based on the first-in, first-out cost flow assumption (“FIFO”) while market is determined based upon the estimated net realizable value less an allowance for selling and distribution expenses and a normal gross profit. The Company evaluates the need for inventory reserves associated with obsolete, slow moving, and non-sellable inventory by reviewing estimated net realizable values on a periodic basis. As of December 31, 2023, and 2022, the Company believes there are no excess and obsolete inventories and accordingly, did not record an inventory reserve. Inventories consist of purchased finished goods. Property and Equipment Property and equipment are recorded at cost and is comprised of a building, tooling and office furniture and equipment. The building, which was sold in March 2023, was depreciated using the straight-line method over the estimated useful life of 40 years Tooling, office furniture and equipment are depreciated using the straight-line method over the estimated useful lives of three Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition, if any, is recognized in the accompanying statements of operations. Impairment of Long-Lived Assets In accordance with FASB ASC Topic 360, Property, Plant and Equipment, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized on long-lived assets when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the carrying amount of the assets. In such cases, the carrying value of these assets are adjusted to their estimated fair values and assets held for sale are adjusted to their estimated fair values less selling expenses. No impairment losses of long-lived assets were recognized for the years ended December 31, 2023 and 2022. Equity Issued with Convertible Debt The Company is required to issue warrants in conjunction with certain convertible debt. The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the time of issuance and classified as equity. The Company values the warrants using a Black Scholes Merton and Monte Carlo pricing models and records the warrants as a reduction of the notes included in the debt discount balance. Income Taxes The Company, which was formed as a Limited liability Company in Arizona, previously filed an Entity Classification Election, commonly known as a check-the-box-election, to be classified as a corporation for tax purposes. The Company also made an election to be treated for income tax purposes as an S corporation. Under U.S. and Arizona law, the taxable income or loss of an S corporation is included in the shareholder’s income tax returns. In August 2017, the Company converted to a Delaware Corporation. The conversion was tax-free under Internal Revenue Code Section 368(a)(1)(F) and is referred to as an F-reorganization, which is typically defined as a mere change in identity, form or place of organization. Management elected to terminate the S corporation election effective January 1, 2018 and the Company will operate for tax purposes as a C corporation from that date forward. The Company follows the provisions of uncertain tax positions as addressed in FASB ASC Subtopic 740-10-65-1, Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. There are no examinations currently pending. The Company’s tax provision for 2023 related to deferred tax charges consisting of accrued liabilities, customer deposits and accounts payable, for which the Company will receive the benefit from when paid and the net operating loss incurred during 2023. During the year ended December 31, 2023, the Company evaluated its deferred tax assets of The Company’s tax provision for 2022 related to deferred tax charges consisting of accrued liabilities and accounts payable, for which the Company will receive the benefit from when paid and the net operating loss incurred during 2022. During the year ended December 31, 2022, the Company evaluated its deferred tax assets of $933,627 and determined a full valuation allowance was appropriate. Deferred tax assets related primarily to accrued liabilities, customer deposits and accounts payable of $263,660. During the year ended December 31, 2022, the valuation allowance increased by $53,288. For the years ended December 31, 2023 and 2022 the Company’s net operating loss carry forward was increased by $1,313,286 and $214,257, respectively. NOLs originating in 2022 and 2023 can be carried forward indefinitely until the loss is fully recovered, but they are limited to 80% of the taxable income in any one tax period. However, this 80% limitation was removed for the 2018, 2019, and 2020 tax years by the CARES Act, which also allows for a 5-year carryback of the NOLs generated in 2018 and 2019. The difference between the statutory rate of 21% and the effective tax rate is due to permanent differences and a full valuation allowance. Total net loss operating carry forward at December 31, 2023 and 2022 totaled $5,403,695 and $4,090,409, respectively. Sales Taxes Sales taxes for the years ended December 31, 2023 and 2022 were recorded on a net basis. Included in accrued expenses at both December 31, 2023 and 2022 is approximately $61,000 related to sales taxes. Shipping and Handling Costs The Company included shipping and handling costs in cost of sales on the accompanying statements of operations for the years ended December 31, 2023 and 2022. Warranty The Company warranties the sale of most of its products and records an accrual for estimated future claims. The standard warranty is typically for a period of three years. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The Company recorded a liability as of, December 31, 2023 and 2022 of $16,642 and $12,679, respectively. The expense is included in cost of sales in the statements of operations and within accrued expenses on the accompanying balance sheets. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of December 31, 2023, management determined that there were no variable lease costs. Research and Development Costs Research and development costs are expensed as incurred. Total research and development costs amounted to $231,434 and $92,299 the years ended December 31, 2023 and 2022, respectively. Total research and development costs are included in selling, general and administrative expenses on the accompanying statements of operations. Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for each year. Warrants, accrued liabilities to be converted to common stock and convertible promissory notes with underlying shares totaling 1,535,713,792 and 231,796,422 at December 31, 2023 and 2022, respectively, have not been included in the net loss per share calculation. The number of shares excluded for the year ended December 31, 2023 has been limited to the extent covered by total authorized shares, and does not include the impact of potential shares totaling approximately 420 million, that otherwise would have been included. The number of underlying shares related to convertible promissory notes may vary based upon the actual date of conversion. COVID-19 On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While we are taking diligent steps to mitigate disruptions to our supply chain, we are unable to predict the extent or nature of these impacts at this time to our future financial condition and results of operations. Recently Issued Accounting Pronouncements In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the company that are subject to the guidance in FASB ASC 326 were trade accounts receivable. We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31: 2023 2022 Building $ — $ 875,000 Tooling 149,705 — Furniture and equipment 24,987 24,987 174,692 899,987 Less: accumulated depreciation and amortization (24,987) (194,518) $ 149,705 $ 705,469 On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. The sale resulted in a realized gain of $1,193,676, which has been recorded as other income on the accompanying statement of operations. Depreciation and amortization expense related to property and equipment was $4,557 and $21,875 for the years ended December 31, 2023 and 2022, respectively. Depreciation and amortization are included in selling, general and administrative expenses on the accompanying statements of operations. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 4. NOTES PAYABLE Convertible Promissory Notes The aggregate of convertible promissory notes is as follows: December 31, December 31, Convertible promissory notes 2023 2022 Principal balance $ 1,393,601 $ 1,680,774 Debt discount balance — (375,865) Net Notes balance $ 1,393,601 $ 1,304,909 We adopted ASU 2020-06 on January 1,2022 using the modified retrospective method of transition. This resulted in an increase in convertible promissory notes of $379,355, by eliminating remaining debt discount related to beneficial conversion features on outstanding notes as of January 1, 2022. On September 3, 2021, the Company entered into a forbearance agreement with one of its lenders. As additional consideration for entering into the forbearance agreement, the Company agreed to issue the lender the number of shares equal to $100,000 on January 15, 2022 at a 25% discount based upon the previous 15-day average closing price. Effective after January 15, 2022, if the Company enters into an agreement with a third-party investor for consideration per share less than the $0.50 fixed price per share of the notes, the Company agrees to amend and restate the notes to reduce the conversion price. On January 20, 2022, the conversion price was reset to $0.025 for the remaining outstanding notes. On March 25, 2022, the Company amended the forbearance agreement. Under the amendment, the maturity dates of the outstanding notes were changed to October 1, 2022. In addition, the Company will issue 8,000,000 shares of its common stock at a fair market value of $0.0357 per share based on the quoted stock price as of the amendment date, 4,000,000 which is in lieu of the discounted shares equal to $100,000 stated in the original agreement. The Company will also make six monthly payments of $30,000. The Company made a good faith payment of $30,000 in February 2022 and its first payment under the amendment in March 2022. The terms of the forbearance agreement have been accounted for as an extinguishment of debt resulting in a loss of $205,600 which has been recorded as other expense in the accompanying statement of operations. In June 2022, the Company entered into a settlement agreement with the above lender to convert the outstanding convertible notes payable of $617,353 and accrued interest of $51,017 into 26,734,801 restricted shares of the Company’s common stock at a price of $0.025 per share as dictated by the terms of the notes. Under the terms of the settlement agreement, the number of shares of common stock to be issued under the earlier forbearance agreement was reduced to 4,000,000 and recorded as a reduction of $142,800 in the extinguishment of debt. In October 2022, the Company amended its settlement agreement with the lender and issued the lender 4,000,000 shares of common stock accounted for as an extinguishment of debt resulting in a loss of $100,000, of which $60,000 relates to 6,000,000 shares that are to be issued and are recorded as accrued expense in the Company’s balance sheet at December 31, 2022. The 6,000,000 shares were issued in February 2023. If, upon the one-year anniversary of the effective date of the June 2022 settlement agreement, the lender and its designees have beneficial ownership over the settlement payment shares, and the closing price of the Company’s common stock as reported on the OTC Markets is less than $0.025 per share, then for a period of thirty (30) days after the one-year anniversary, the lender and its designees shall have the right to elect, and the Company shall have the obligation, to issue additional shares to the lender and its designees. If, for a period of two years from the effective date, the Company issues, sells or grants any option to purchase, or sells or otherwise disposes of, or sells or issues any common stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock at an effective price per share less than $0.025 (such lower price a “Dilutive Issuance”), then the price per share used to calculate the settlement payment shares shall be reduced to the lower price. Certain subsequent transactions resulted in a recalculation of the number of shares originally issued as the settlement payment. Additional shares totaling 40,102,156 have been accounted for as an extinguishment of debt resulting in a loss of $638,000 and recorded as other expense in the accompanying statement of operations and as an accrued expense in the accompanying balance sheet as of December 31, 2022. The shares were issued in February 2023. On July 6, 2022, the Company borrowed $172,480 in conjunction with an unsecured promissory note with an investor. Proceeds of $154,000 include an original issue discount of $18,480. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $193,178 to be paid in ten monthly payments of $19,318 beginning August 30, 2022. The note matured on July 6, 2023. At any time only following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 25% discount to trading prices during the 10 days prior to conversion. The note matured and was paid in full as of December 31, 2023. During the year ended December 31, 2022, the Company issued convertible promissory notes, including the note discussed above, to certain investors totaling $1,859,480 with net proceeds of $1,545,140. Original issue discount totaling $185,580, loan costs totaling $128,760 and the fair value of warrants issued or to be issued to third party advisors of $110,552 have been recorded as a discount on the notes. The notes accrue interest at 12% per annum and have initial conversion prices of $0.015-$0.025 subject to adjustment, in the case of subsequent dilutive issuances, and mature nine months to one year from issuance. As additional consideration for the financings, the Company issued the investors three three During the year ended December 31, 2022, the subsequent issuance of convertible promissory notes with warrant exercises and stock issuances triggered a conversion price reset on certain convertible promissory notes to $0.01 per share. See Note 8. Retroactive issuance of 3,700,000 shares may be issued in conjunction with certain 2022 conversions at $0.015 per share. During the year ended December 31, 2023, holders of convertible promissory notes converted $201,188 of principal and $154,973 of interest and fees into 175,534,171 of common stock at prices ranging from $0.00102 to $0.01 per share. Retroactive issuance of 3,700,000 shares were issued in May 2023 in conjunction with certain 2022 conversions at $0.015 per share. As of December 31, 2023, the Company is currently in default with one its lenders for non-payment of three matured convertible promissory notes issued on October 13, 2021, and February 11, 2022, and September 15, 2022, with principal of $932,600 and interest of $93,700 due as of December 31, 2023. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest, and default interest, through the date of repayment, multiplied by 125% as well as terms that could impact the conversion price of the instruments. Default penalties totaling $257,000 have been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023. On March 25, 2024, the Company entered into a settlement agreement with this lender. See Notes 10 and 11. As of December 31, 2023, and separately, the Company is in default of two matured convertible promissory notes including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $329,887 and $139,567, respectively. The convertible notes included a cross-default and a cross-default, provision which required the Company to remit payment of principal, accrued interest, default interest and legal fees, multiplied by 125% and 150%, respectively. The amount of $152,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023, for these lenders. On April 4, 2024, the Company entered into a settlement agreement with one of the lenders. See Notes 10 and 11. The Company is in negotiations with the other lender to reform the note in default. During the year - ended December 31, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes. The Net Notes balance at December 31, 2023 is comprised of the following: Principal Debt Discount Net Pre 2020 $ 50,000 $ — $ 50,000 October 2021 73,336 — 73,336 February 2022 44,882 — 44,882 March 2022 305,500 — 305,500 August 2022 105,500 — 105,500 September 2022 814,383 — 814,383 $ 1,393,601 $ — $ 1,393,601 The Net Notes balance at December 31, 2022 is comprised of the following: Principal Debt Discount Net Pre 2020 $ 50,000 $ — $ 50,000 October 2021 73,336 — 73,336 February 2022 91,953 (7,721) 84,232 March 2022 307,500 (29,510) 277,990 July 2022 85,985 (9,443) 76,542 August 2022 176,000 (51,405) 124,595 September 2022 896,000 (277,786) 618,214 $ 1,680,774 $ (375,865) $ 1,304,909 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 5. LONG-TERM DEBT Government Debt In June 2020, the Company received a $150,000 economic injury disaster loan (“EIDL”). The loan accrues interest at a rate of 3.75% annually and is collateralized by all personal property and intangible assets of the Company. The loan has a 30-month moratorium on payments, after which monthly principal and interest payments of $731 will be made through the maturity date of June 2050. Interest expense totaled $5,625 and $6,052 for the years ended December 31, 2023, respectively. Bank Debt In September 2015, the Company entered into a credit agreement for a $700,000 term loan with a financial institution. Payment terms consist of monthly payments in arrears of $3,547 for the first year outstanding. The monthly payment then increases to $4,574 until the term loan matures on September 30, 2025, in which the remaining unpaid principal balance and accrued interest is due. The interest rate for the first year was 1.99% per annum and increased to 4.95% per annum for the remaining life of the term loan. The term loan is collateralized by a deed of trust in the office building. The proceeds were used to purchase a building for which the Company’s operations are located. The net principal balance outstanding on the term loan at December 31, 2023 and 2022 was $0 and $551,525, respectively. The term loan is personally guaranteed by the Company’s CEO. On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. Principal and interest totaling $524,585 were paid in conjunction with the sale. Interest expense totaled $12,802 and $26,862 for the years ended December 31,2023 and 2022, respectively. Future annual aggregate maturities of long-term debt, are as follows: For the Years Ending December 31: 2024 $ — 2025 — 2026 — 2027 1,440 2028 3,246 Thereafter 145,314 $ 150,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | NOTE 6. DERIVATIVE LIABILITIES The Company’s convertible promissory notes contain variable conversion provisions upon default, Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and shares to be issued were recorded as derivative liabilities on the default dates. Based on the various convertible promissory notes described in Note 4, the fair value of applicable derivative liabilities on notes and the change in fair value of derivative liabilities are as follows for the year ended December 31, 2023: Fair value- December 31, 2022 $ — Derivative liabilities in conjunction with convertible promissory note defaults 491,846 Conversion of convertible promissory notes (80,122) Change in fair value of derivative liabilities 120,610 Fair value- December 31, 2023 $ 532,334 The fair value of the derivative liabilities – convertible promissory notes is estimated using a Lattice pricing model with the following assumptions: 2023 Market value of common stock $ 0.0007-$0.005 Expected volatility 99.5-145.6 % Expected term (in years) 0.5-1.0 Risk-free interest rate 4.37-5.23 % There were not derivative liabilities as of December 31, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7. RELATED PARTY TRANSACTIONS In June 2022, the Company entered into a one-year independent director agreement in conjunction with the appointment of a new member to its Board of Directors. The agreement requires the Company to issue the director $5,000 worth of registered shares for each month of service as compensation. Compensation expense totaling $31,935 has been recorded for the year ended December 31, 2022. On November 2, 2022, the Company issued 1,658,999 shares as payment for $25,000 in director compensation with the remaining $6,935 accrued to be settled upon issuance of shares Company of common stock. The agreement was mutually terminated in December 2022, upon the director’s resignation. The Company previously entered into a consulting agreement with this director for $60,000. During the year ended December 31, 2022, the Company settled the $60,000 liability by issuing 6,000,000 shares of its common stock. In addition, the Company issued the director 800,000 shares as payment for certain marketing funds advanced totaling $8,000. See Note 8. In December 2022, the Company appointed two new members to its Board of Directors, an advisor and an employee. During the year ended December 31, 2022, the Company issued the advisor 7,500,000 shares of common stock, at $0.035 per share totaling $262,500, in conjunction with an agreement for financial and strategic advisory consulting services. In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with the advisor and director in exchange for compensation of 35,000,000 shares of common stock at $0.01 per share for a total of $315,000. The value of the compensation in both years has been recorded in selling, general and administrative expenses in the Company’s statements of operations. The fair market value of the shares was determined based on the Company’s closing price on the dates of issuance. The agreements include a registration requirement. Compensation totaling $5,000 per month has been recorded for both the above advisor and an employee In January 2023, the Company amended the CEO’s employment agreement to include the following: ● Increased annual salary to $365,000 . ● An annual bonus of 25 million shares of common stock for an increase in gross revenue of 10% or more over the previous years and additional shares for incremental growth over the 10% increase ● Instituted a bonus plan that provides for monthly and quarterly cash bonuses based on certain growth requirements ● A bonus of 10 million shares of common stock upon uplisting to a senior stock exchange or successful reverse stock split ● Issuance of the authorized Series “B” Preferred stock. In the event of a change of control of the Company, a cash payment of at least $1.5 million, subject to increase or change by the disinterested board will be paid to the CEO. In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. Compensation expense of $400,000 has been recorded as selling, general and administrative expense in the accompanying statement of operations. The fair value of the Series B Preferred stock was calculated in accordance with fair value defined by the Financial Accounting Standards Board (“FASB”) in ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”) based on the market approach. In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to the Company’s CEO as compensation at $0.02 per share or $10,000. See Note 8. The Company’s CEO earned bonuses as a result of meeting certain financial milestones for the year ended December 31, 2023. The CEO earned a cash bonus of $60,000, of which $20,500 has been paid in 2023 and 39,000,000 million shares of Company common stock, not yet issued. Accrued bonus totaling $39,500 has been recorded as of December 31, 2023 and may be converted at any time into shares of the Company’s common stock at the market value on the date of conversion. The accrued value of the compensation for the bonus shares of the Company common stock to be issued totaling $39,000 has been recorded in selling, general and administrative expenses in the Company’s statement of operations. The fair market value of the shares was determined based on the Company’s closing price on the date of issuance. The Company paid the Company’s CEO a bonus for the year ended December 31, 2022, totaling $ 133,751. Effective July 15, 2023, the Company’s board of directors executed a resolution whereby the CEO’s salary shall be reduced from $365,000 to $265,000 per year, with unpaid sums being accrued on the books of the Company and subject to an option in favor of the CEO to elect to convert the unpaid sums into shares of Company common stock. Accrued salary totaling $39,154 has been recorded as of December 31, 2023 and may be converted at any time into shares of the Company’s common stock at a discount of 25% of the market value on the date of conversion. Valuation of any derivative liability associated with the variable conversion terms is deemed insignificant at December 31, 2023. In June 2023, the Company entered into a licensing agreement with the Company’s CEO, whereby the CEO is the owner and licensor of certain intellectual property (IP). Under the agreement, the CEO grants the Company an exclusive contingent, non-transferable license to use the IP Rights solely for the purposes of conducting its business in bioelectronics product development, manufacturing, and marketing. In the event the CEO’s employment with the Company is terminated for any reason, this license shall revert all IP rights to the CEO, and the CEO grants the Company a non-exclusive license to use the IP and shall pay a royalty fee of 8% of net sales derived from the use of the IP Rights. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT In January 2023, the Company’s board of directors approved a resolution to amend the Company’s Certificate of Incorporation to increase the Company’s authorized common shares from 999,000,000 to 1,999,000,000. In January 2023, the Company issued 3,000,000 shares of common stock granted and accrued at December 31, 2022 under the Company’s Employee and Consultant Stock Ownership Plan. In February 2023, 2,000,000 shares to be issued in conjunction with anti-dilution provisions of a third -party consulting agreement were settled for a cash payment totaling $12,000. In February 2023, the Company issued 46,102,156 shares of common stock as part of the June 2022 convertible notes payable settlement. In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with an advisor and director in exchange for compensation of 35,000,000 shares of common stock with a fair value of $0.01 per share. See Note 7. In March 2023, the Company issued 18,000,000 shares of common stock in conjunction with the cashless exercise of 24,000,000 warrants by convertible note holders. On May 8, 2023, the Company issued 4,075,000 shares related to reset adjustments of prior warrant and convertible note payable conversions. See Note 4. Trigger warrants to purchase a total of 173,000,000 shares of common stock, became exercisable during the year ended December 31, 2023, as the convertible promissory notes were not paid in full at the maturity dates. See Note 9. During the year ended December 31, 2023, holders of convertible promissory notes converted $201,188 of principal and $154,974 of interest and fees into 175,534,171 of common stock at prices ranging from $0.00102 to $0.01 per share. In January and February 2022, the Company sold 1,500,000 shares of common stock at prices ranging from $0.0259- $0.0353 under a stock purchase agreement with net proceeds totaling $42,766. In June 2022, the Company entered into a settlement agreement with a lender to convert the outstanding convertible notes payable of $617,353 and accrued interest of $51,017 into 26,734,801 restricted shares of the Company’s common stock at a price of $0.025 per share as dictated by the terms of the notes. See Note 4. During the year ended December 31, 2022, the Company issued 19,600,000 shares of common stock, at prices ranging from $0.01-$0.035 per share, in conjunction with agreements for financial and strategic advisory consulting services. The fair market value of the shares totaling $461,900 was determined based on the Company’s closing price on the dates of issuance and has been recorded as selling, general and administrative expense in the Company’s statement of operations. One of the agreements for which 3,000,000 shares were issued, provides for anti-dilution rights to secure the consultant’s original ownership percentage. Additional shares totaling 2,000,000 are to be issued and have been accounted for as an extinguishment of debt resulting in a loss of $20,000 which has been recorded as other expense in the accompanying statement of operations and as an accrued expense in the accompanying balance sheet. In addition, the Company issued a member of its board of directors 800,000 shares as payment for certain marketing funds advanced totaling $8,000. See Note 7. During the year ended December 31, 2022, certain lenders exercised 17,249,999 of warrants through cashless exercise at $0.015-$0.025 per share issuing 13,264,887 shares of common stock. During the year ended December 31, 2022, certain lenders converted principal totaling $350,000 plus accrued interest into 30,500,000 shares of common stock. Series A Preferred Stock On November 1, 2019, the Company’s board of directors and a majority of shareholders eligible to vote adopted a resolution designating a new Series A Preferred Stock. One Million (1,000,000) shares were authorized. Holders of Series A Preferred hold rights to vote on all matters requiring a shareholder vote at 100 common shares vote equivalents for each share of Series A Preferred held. The Series A Preferred Stock shall hold senior liquidation rights to all other classes of shares, including, but not limited to Common Shares. In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to the Company’s CEO, for a total of 1,000,000 outstanding, as compensation at $0.02 per share or $10,000. The value of the compensation has been recorded in selling, general and administrative expenses in the Company’s statement of operations. The fair market value of the shares was determined based on the Company’s closing price on the date of issuance. Series B Preferred Stock In September 2021, the Company’s board of directors and a majority of shareholders eligible to vote adopted a resolution designating a new Series B Preferred Stock. One (1) share was authorized. The Series B Preferred Stock shall rank: senior to all of the Common Stock, par value $0.00001 per share, of the Company and senior to all other classes or series of capital stock of the Company currently outstanding. The Holder of the Series B Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the share of Series B Preferred Stock shall be entitled to that number of votes equal to the total number of eligible votes of issued and outstanding shares of Common Stock, and all other securities of the Company, plus one hundred thousand (100,000) votes on a fully diluted basis, it being the intention of the Company that the Holder of the Series B Preferred Stock shall have effective voting control of the Corporation, on a fully diluted basis. The Holder of the Series B Preferred Stock shall vote together with the holders of Common Stock as a single class. In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. See Note 7. See Note 9 for activity related to warrants. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
STOCK OPTIONS AND WARRANTS | |
STOCK OPTIONS AND WARRANTS | NOTE 9. STOCK OPTIONS AND WARRANTS In 2017, the Company’s Board of Directors approved the 2017 Employee and Consultant Stock Ownership Plan, (the “Plan”). The Plan provides that the Board of Directors may grant stock units, incentive stock options and non-statutory stock options to officers, key employees and certain consultants and advisors to the Company up to a maximum of 50,000,000 shares. Stock options granted under the Plan have up to ten-year terms with vesting terms to be determined by the administrator of the Plan. Stock unit grant terms will be set by the administrator and at the discretion of the administrator, be settled in cash, shares, or a combination of both. All options have expired as of December 31, 2022. No were granted during the years ended December 31, 2023 and 2022. Warrants During the year ended December 31, 2023, warrants to purchase 173,000,000 shares of the Company’s common stock in conjunction with previously issued convertible promissory notes were triggered. The warrants entitle the holders to each purchase the shares of the Company’s common stock at an exercise price of $0.01-$0.025 per share. The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the trigger dates and classified as equity. The underlying notes matured prior to the trigger dates. The Company valued the warrants using Black Scholes Merton and Monte Carlo pricing models and recorded the warrants as interest expense in the accompanying statement of operations. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants: Fair Value of Common Share $ 0.0008-0.009 Exercise Price $ 0.00102-0.025 Risk Free Rate 3.92-4.94 % Expected Life (Yrs.) 5.0 Volatility 130.0-145.3 % The fair value of the warrants of $263,476 has been recorded as interest expense. During the year ended December 31,2023, subsequent convertible promissory note conversions triggered the warrant reset feature on certain previously issued warrants. The resets for all outstanding warrants were recorded as a reduction to retained earnings and in an increase to additional paid-in-capital of $3,461. Retroactive application of a 2022 exercise resulted in the issuance of an additional 375,000 shares during the year ended December 31, 2023 with no financial statement impact. As of April 15, 2024, 161,000,000 outstanding warrants were cancelled without consideration in conjunction with settlement agreements. See Note 11. The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2023: Date Issued Exercise Price Number Outstanding Expiration Date December 1, 2018 $ 0.00102 170,898 December 1, 2023 May 1, 2020 $ 0.52 100,000 May 1, 2025 October 1, 2021 $ 0.025 9,000,000 October 1, 2026 October 17, 2021 $ 0.025 450,000 October 17, 2024 August 10, 2022, 2022 $ 0.00102 3,336,843 August 10, 2027 September 29, 2022, 2022 $ 0.00102 2,780,690 September 29,2027 February 11, 2023 $ 0.00102 500,000 February 11, 2028 March 10, 2023 $ 0.00102 12,500,000 March 10, 2028 September 15, 2023 $ 0.00102 148,000,000 September 15, 2026 176,838,431 During the year ended December 31, 2022, the Company issued warrants to purchase 21,000,000 shares of the Company’s common stock in conjunction with various convertible promissory notes. See Note 4. The warrants entitle the holders to each purchase shares of the Company’s common stock at an initial exercise price of $0.025 per share. The warrants expire in three The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the time of issuance and classified as equity. The Company valued the warrants using a Black Scholes Merton pricing model and recorded the warrants as a reduction of the notes included in the debt discount balance. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants: Fair Value of Common Share $ 0.0233-0.0380 Exercise Price $ 0.025 Risk Free Rate 1.35-3.57 % Expected Life (Yrs.) 3.0- 5.0 Volatility 154.1-162.3 % The relative fair value of the warrants of $385,422 has been recorded as a discount on the notes. In addition, the Company issued three The Company is required to issue warrants in conjunction these convertible debt financings to third-party financial advisors. In accordance with the terms of the advisory agreements, such warrants shall equal 6%-8% of equity securities sold in the financings. The fair value of 1,476,000 warrants to be issued of approximately $50,000 has been accrued and recorded as a discount on the notes. The fair value of 3,117,533 warrants issued of $60,552 has been recorded as a discount on the note. In April 2022, the Company entered into an agreement with one of its lenders to push back the allowable conversion date of a convertible note payable totaling $500,000. In conjunction with the agreement, the Company issued the lender 2,500,000 warrants at an exercise price of $0.025 and with a five-year maturity. The fair value of the warrants of $65,000 and the unamortized debt discount on the note have been accounted for as an extinguishment of debt resulting in a loss of $259,000 which has been recorded as other expense in the accompanying statement of operations. The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the time of issuance and classified as equity. The Company valued the warrants using a Black Scholes pricing model. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants: Fair Value of Common Share $ 0.028 - 0.0345 Exercise Price $ 0.025 - 0.0232 Risk Free Rate 0.98 - 3.59 % Expected Life (Yrs.) 3.0 - 5.0 Volatility 142.4 - 162.1 % The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022: Date Issued Exercise Price Number Outstanding Expiration Date December 1, 2018 $ 0.01 170,000 December 1, 2023 May 1, 2020 $ 0.52 100,000 May 1, 2025 October 1, 2021 $ 0.025 9,000,000 October 1, 2026 October 17, 2021 $ 0.01 450,000 October 17, 2024 August 10, 2022 $ 0.01 3,336,843 August 10, 2027 September 15, 2022 $ 0.01 12,000,000 September 15, 2025 September 29, 2022 $ 0.01 2,780,690 September 29, 2027 27,837,533 During the year ended December 31, 2022, certain transactions triggered the warrant reset feature on certain previously issued warrants. The resets for all outstanding warrants were recorded as a reduction to retained earnings and in an increase to additional paid-in-capital of $107,888. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10. COMMITMENTS AND CONTINGENCIES Commitments The Company has entered into a product development agreement with remaining payments totaling approximately $300,000 . The agreement requires that approximately $150,000 of the payments be made in conjunction with certain development milestones which the Company expects to meet over the next twelve months . The remainder is to be paid in conjunction with future new product sales. In September 2023, the Company entered into an operating lease for its office location. The lease provides for a base rent of $5,280 per month through September 30, 2026. The lease may be renewed for one three-year period. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an effective borrowing rate of 12.4% within the calculation. Rent expense totaled $21,648 under the current lease during the year ended December 31, 2023. The following outlines the maturities of our operating lease liabilities as of December 31, 2023: 2024 $ 65,271 2025 $ 67,230 2026 $ 51,548 Total lease payments $ 184,049 Less imputed interest $ (29,104) Total $ 154,945 Contingencies The Company is subject to various loss contingencies and assessments arising in the normal course of the business, some of which relate to litigation, claims, property taxes and sales and use tax or goods and services tax assessments. The Company considers the likelihood of the loss or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies and assessments. An estimated loss contingency or assessment is accrued when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management regularly evaluates current information available to them to determine whether such accruals should be adjusted. Based on the information presently available, including discussion with counsel and other consultants, management believes that resolution of these matters will not have a material adverse effect on its business, results of operations, financial condition or cash flows. As of December 31, 2023, the Company is currently in default with one its lenders for non-payment of three matured convertible promissory notes issued on October 13, 2021, February 11, 2022, and September 15, 2022, with a principal of $932,600 and interest of $93,700 due as of December 31, 2023. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest and default interest, through the date of repayment, multiplied by 125%, as well as terms that could impact the conversion price of the instruments. Default penalties totaling $ 257,000 have been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023. On March 25, 2024, the Company entered into a settlement agreement with this lender. See Note 11. As of December 31, 2023, and separately, the Company is in default of two matured convertible promissory notes, including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $329,887 and $139,567, respectively. The convertible notes included a cross-default and a cross-default provision which required the Company to remit payment of principal, accrued interest, default interest, and legal fees, multiplied by 125% and 150%, respectively. The amount of $152,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023, for these lenders. On April 4, 2024, the Company entered into a settlement agreement with one of the lenders. The Company is in negotiations with the other lender to reform the note in default. See Note 11. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS As of April 15, 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under various convertible promissory notes. Principal of $1,238,101 and accrued interest of $165,734 are covered by the agreements and subject to the following settlement terms: ● Any and all outstanding warrants are to be cancelled without consideration. ● The maturity date has been extended to September 25, 2025 . ● Interest rate is capped at 12 % per annum. ● Default penalties accrued up to the settlement date and from the effective date forward are amended to 115% from 125% . ● All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $600 per unit, from futures sales of the Company’s Wellness ProPlus Infinity units. ● Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024 and may be waived under certain conditions and after such date. In March 2024, the Company borrowed $149,500 in conjunction with an unsecured promissory note with an investor. Proceeds of $130,000 include an original issue discount of $19,500. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $167,440 to be paid in nine monthly payments of $18,604 beginning April 15, 2024. The note matures on December 15, 2024. At any time following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 35% discount to trading prices during the 10 days prior to conversion. In March and April 2024, holders of convertible promissory notes converted $44,883 of principal into 44,002,186 shares of common stock at $0.00102 per share. SUPPLEMENTARY DATA The Company is a smaller reporting Company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Accounting Method | Accounting Method The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared based on the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements. |
Going Concern | Going Concern Since inception, the Company has incurred approximately $23.7 million of accumulated net losses. In addition, during the year ended December 31, 2023, the Company used $1,417,393 in operations and had a working capital deficit of $2.9 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company expects to obtain funding through additional debt and equity placement offerings until it consistently achieves positive cash flows from operations. If the Company is unable to obtain additional funding, it may not be able to meet all of its obligations as they come due for the next twelve months. The continuing viability of the entity and its ability to continue as a going concern is dependent upon the entity being successful in its continuing efforts in growing its revenue base and/or accessing additional sources of capital, and/or selling assets. As a result, there is significant uncertainty about whether the entity will continue as a going concern and, therefore, whether it will realize its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial statements. Accordingly, no adjustments have been made to the financial statements relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might be necessary should the entity not continue as a going concern. At this time, management is of the opinion that no asset is likely to be realized for an amount less than the amount at which it is recorded in the financial statements as at December 31, 2023. |
Revenue Recognition | Revenue Recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory that is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30-day right of return to its customers. As of both December 31, 2023, and 2022, the sales returns allowance was $6,990. Certain larger customers pay in advance for future shipments. These advance payments totaled $197,325 and $217,588 at December 31, 2023 and 2022, respectively, and are recorded as customer deposits in the accompanying balance sheets. Revenue related to these advance payments is recognized upon shipment to the distributor or the end customer. At the completion of the initial three-year warranty, the Company sells extended warranties for periods ranging from one |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts, and the Company generally does not require collateral. As a general policy, the Company determines an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company recorded an allowance for doubtful accounts of $1,845 and $1,000 as of December 31, 2023 and 2022, respectively. |
Financial Instruments and Concentrations of Business and Credit Risk | Financial Instruments and Concentrations of Business and Credit Risk The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk. The Company’s accounts receivable, which are unsecured, expose the Company to credit risks such as collectability and business risks such as customer concentrations. The Company mitigates credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic review of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. The Company mitigates business risks by attempting to diversify its customer base. Significant customer sales greater than 10% as a percentage of total sales are as follows: YEAR ENDED DEC 31, 2023 2022 Customer A 19.9 % 23.5 % Customer B 11.4 % 13.5 % Amounts due these customers totaled $12,442 and $13,342 at December 31, 2023 and December 31, 2022, respectively for commissions and reimbursements. Amounts due from these customers totaled $594 and $0 at December 31, 2023 and December 31, 2022, respectively. Customer deposits on hand from these customers totaled $70,950 and $73,385 at December 31, 2023 and December 31, 2022, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company. The Company’s supplier concentrations expose the Company to business risks, which the Company mitigates by attempting to diversify its supply chain. Significant supplier purchases, including inventory deposits, as a percentage of total inventory purchases are as follows: YEAR ENDED DEC 31, 2023 2022 Supplier A 31.4 % 81.6 % Supplier D 58.6 % — There were no amounts outstanding due these suppliers at December 31, 2023 and December 31, 2022. The loss of key vendors may have a significant impact on the operations and cash flows of the Company. The estimated fair value of financial instruments has been determined using available market information and appropriate valuation methodologies. However, considerable judgment is often required to interpret market data used to develop the estimates of fair value. Accordingly, the estimates presented may not be indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. Disclosure of Fair Value The disclosure requirements within Accounting Standards Codification (ASC) Topic 820-10, Fair Value Measurement, require disclosure of estimated fair values of certain financial instruments. For financial instruments recognized at fair value in the Company’s statements of operations, the disclosure requirements of ASC Topic 820-10 also apply. The methods and assumptions are set forth below: ● Cash and cash equivalents are carried at cost, which approximates fair value. ● The carrying amounts of receivables approximate fair value due to their short-term maturities. ● The carrying amounts of payables approximate fair value due to their short-term maturities. Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Pricing inputs include significant unobservable inputs used in determining the fair value of investments. The types of investments, which would generally be included in this category include equity securities issued by private entities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. The following table presents changes during the year ended December 31, 2023 in Level 3 liabilities measured at fair value on a recurring basis: Fair value- December 31, 2022 $ — Derivative liabilities in conjunction with convertible promissory note defaults 491,846 Conversion of convertible promissory notes (80,122) Change in fair value of derivative liabilities 120,610 Fair value- December 31, 2023 $ 532,334 There were no Level 3 liabilities in 2022. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined based on the first-in, first-out cost flow assumption (“FIFO”) while market is determined based upon the estimated net realizable value less an allowance for selling and distribution expenses and a normal gross profit. The Company evaluates the need for inventory reserves associated with obsolete, slow moving, and non-sellable inventory by reviewing estimated net realizable values on a periodic basis. As of December 31, 2023, and 2022, the Company believes there are no excess and obsolete inventories and accordingly, did not record an inventory reserve. Inventories consist of purchased finished goods. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and is comprised of a building, tooling and office furniture and equipment. The building, which was sold in March 2023, was depreciated using the straight-line method over the estimated useful life of 40 years Tooling, office furniture and equipment are depreciated using the straight-line method over the estimated useful lives of three Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition, if any, is recognized in the accompanying statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with FASB ASC Topic 360, Property, Plant and Equipment, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized on long-lived assets when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the carrying amount of the assets. In such cases, the carrying value of these assets are adjusted to their estimated fair values and assets held for sale are adjusted to their estimated fair values less selling expenses. No impairment losses of long-lived assets were recognized for the years ended December 31, 2023 and 2022. |
Equity Issued with Convertible Debt | Equity Issued with Convertible Debt The Company is required to issue warrants in conjunction with certain convertible debt. The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the time of issuance and classified as equity. The Company values the warrants using a Black Scholes Merton and Monte Carlo pricing models and records the warrants as a reduction of the notes included in the debt discount balance. |
Income Taxes | Income Taxes The Company, which was formed as a Limited liability Company in Arizona, previously filed an Entity Classification Election, commonly known as a check-the-box-election, to be classified as a corporation for tax purposes. The Company also made an election to be treated for income tax purposes as an S corporation. Under U.S. and Arizona law, the taxable income or loss of an S corporation is included in the shareholder’s income tax returns. In August 2017, the Company converted to a Delaware Corporation. The conversion was tax-free under Internal Revenue Code Section 368(a)(1)(F) and is referred to as an F-reorganization, which is typically defined as a mere change in identity, form or place of organization. Management elected to terminate the S corporation election effective January 1, 2018 and the Company will operate for tax purposes as a C corporation from that date forward. The Company follows the provisions of uncertain tax positions as addressed in FASB ASC Subtopic 740-10-65-1, Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. There are no examinations currently pending. The Company’s tax provision for 2023 related to deferred tax charges consisting of accrued liabilities, customer deposits and accounts payable, for which the Company will receive the benefit from when paid and the net operating loss incurred during 2023. During the year ended December 31, 2023, the Company evaluated its deferred tax assets of The Company’s tax provision for 2022 related to deferred tax charges consisting of accrued liabilities and accounts payable, for which the Company will receive the benefit from when paid and the net operating loss incurred during 2022. During the year ended December 31, 2022, the Company evaluated its deferred tax assets of $933,627 and determined a full valuation allowance was appropriate. Deferred tax assets related primarily to accrued liabilities, customer deposits and accounts payable of $263,660. During the year ended December 31, 2022, the valuation allowance increased by $53,288. For the years ended December 31, 2023 and 2022 the Company’s net operating loss carry forward was increased by $1,313,286 and $214,257, respectively. NOLs originating in 2022 and 2023 can be carried forward indefinitely until the loss is fully recovered, but they are limited to 80% of the taxable income in any one tax period. However, this 80% limitation was removed for the 2018, 2019, and 2020 tax years by the CARES Act, which also allows for a 5-year carryback of the NOLs generated in 2018 and 2019. The difference between the statutory rate of 21% and the effective tax rate is due to permanent differences and a full valuation allowance. Total net loss operating carry forward at December 31, 2023 and 2022 totaled $5,403,695 and $4,090,409, respectively. |
Sales Taxes | Sales Taxes Sales taxes for the years ended December 31, 2023 and 2022 were recorded on a net basis. Included in accrued expenses at both December 31, 2023 and 2022 is approximately $61,000 related to sales taxes. |
Shipping and Handling Costs | Shipping and Handling Costs The Company included shipping and handling costs in cost of sales on the accompanying statements of operations for the years ended December 31, 2023 and 2022. |
Warranty | Warranty The Company warranties the sale of most of its products and records an accrual for estimated future claims. The standard warranty is typically for a period of three years. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The Company recorded a liability as of, December 31, 2023 and 2022 of $16,642 and $12,679, respectively. The expense is included in cost of sales in the statements of operations and within accrued expenses on the accompanying balance sheets. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of December 31, 2023, management determined that there were no variable lease costs. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Total research and development costs amounted to $231,434 and $92,299 the years ended December 31, 2023 and 2022, respectively. Total research and development costs are included in selling, general and administrative expenses on the accompanying statements of operations. |
Net Loss per Share | Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for each year. Warrants, accrued liabilities to be converted to common stock and convertible promissory notes with underlying shares totaling 1,535,713,792 and 231,796,422 at December 31, 2023 and 2022, respectively, have not been included in the net loss per share calculation. The number of shares excluded for the year ended December 31, 2023 has been limited to the extent covered by total authorized shares, and does not include the impact of potential shares totaling approximately 420 million, that otherwise would have been included. The number of underlying shares related to convertible promissory notes may vary based upon the actual date of conversion. |
COVID-19 | COVID-19 On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While we are taking diligent steps to mitigate disruptions to our supply chain, we are unable to predict the extent or nature of these impacts at this time to our future financial condition and results of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the company that are subject to the guidance in FASB ASC 326 were trade accounts receivable. We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of significant customer sales as a percentage of total sales | YEAR ENDED DEC 31, 2023 2022 Customer A 19.9 % 23.5 % Customer B 11.4 % 13.5 % |
Schedules of supplier purchases as percentage of total inventory purchases | YEAR ENDED DEC 31, 2023 2022 Supplier A 31.4 % 81.6 % Supplier D 58.6 % — |
Schedule of level 3 liabilities measured at fair value on a recurring basis | Fair value- December 31, 2022 $ — Derivative liabilities in conjunction with convertible promissory note defaults 491,846 Conversion of convertible promissory notes (80,122) Change in fair value of derivative liabilities 120,610 Fair value- December 31, 2023 $ 532,334 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | 2023 2022 Building $ — $ 875,000 Tooling 149,705 — Furniture and equipment 24,987 24,987 174,692 899,987 Less: accumulated depreciation and amortization (24,987) (194,518) $ 149,705 $ 705,469 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
NOTES PAYABLE | |
Schedule of convertible promissory note | December 31, December 31, Convertible promissory notes 2023 2022 Principal balance $ 1,393,601 $ 1,680,774 Debt discount balance — (375,865) Net Notes balance $ 1,393,601 $ 1,304,909 The Net Notes balance at December 31, 2023 is comprised of the following: Principal Debt Discount Net Pre 2020 $ 50,000 $ — $ 50,000 October 2021 73,336 — 73,336 February 2022 44,882 — 44,882 March 2022 305,500 — 305,500 August 2022 105,500 — 105,500 September 2022 814,383 — 814,383 $ 1,393,601 $ — $ 1,393,601 The Net Notes balance at December 31, 2022 is comprised of the following: Principal Debt Discount Net Pre 2020 $ 50,000 $ — $ 50,000 October 2021 73,336 — 73,336 February 2022 91,953 (7,721) 84,232 March 2022 307,500 (29,510) 277,990 July 2022 85,985 (9,443) 76,542 August 2022 176,000 (51,405) 124,595 September 2022 896,000 (277,786) 618,214 $ 1,680,774 $ (375,865) $ 1,304,909 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEBT | |
Schedule of future aggregate maturities of long-term debt | For the Years Ending December 31: 2024 $ — 2025 — 2026 — 2027 1,440 2028 3,246 Thereafter 145,314 $ 150,000 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
DERIVATIVE LIABILITIES | |
Schedule of fair value of derivative liabilities | Fair value- December 31, 2022 $ — Derivative liabilities in conjunction with convertible promissory note defaults 491,846 Conversion of convertible promissory notes (80,122) Change in fair value of derivative liabilities 120,610 Fair value- December 31, 2023 $ 532,334 |
Schedule of fair value of the derivative liabilities - convertible promissory notes | 2023 Market value of common stock $ 0.0007-$0.005 Expected volatility 99.5-145.6 % Expected term (in years) 0.5-1.0 Risk-free interest rate 4.37-5.23 % |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of assumptions used in the determination of the fair value of the warrant | Fair Value of Common Share $ 0.0008-0.009 Exercise Price $ 0.00102-0.025 Risk Free Rate 3.92-4.94 % Expected Life (Yrs.) 5.0 Volatility 130.0-145.3 % |
Summary of outstanding warrants to purchase common stock | The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2023: Date Issued Exercise Price Number Outstanding Expiration Date December 1, 2018 $ 0.00102 170,898 December 1, 2023 May 1, 2020 $ 0.52 100,000 May 1, 2025 October 1, 2021 $ 0.025 9,000,000 October 1, 2026 October 17, 2021 $ 0.025 450,000 October 17, 2024 August 10, 2022, 2022 $ 0.00102 3,336,843 August 10, 2027 September 29, 2022, 2022 $ 0.00102 2,780,690 September 29,2027 February 11, 2023 $ 0.00102 500,000 February 11, 2028 March 10, 2023 $ 0.00102 12,500,000 March 10, 2028 September 15, 2023 $ 0.00102 148,000,000 September 15, 2026 176,838,431 The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022: Date Issued Exercise Price Number Outstanding Expiration Date December 1, 2018 $ 0.01 170,000 December 1, 2023 May 1, 2020 $ 0.52 100,000 May 1, 2025 October 1, 2021 $ 0.025 9,000,000 October 1, 2026 October 17, 2021 $ 0.01 450,000 October 17, 2024 August 10, 2022 $ 0.01 3,336,843 August 10, 2027 September 15, 2022 $ 0.01 12,000,000 September 15, 2025 September 29, 2022 $ 0.01 2,780,690 September 29, 2027 27,837,533 |
Warrants using a Black Scholes pricing model | |
Summary of assumptions used in the determination of the fair value of the warrant | Fair Value of Common Share $ 0.0233-0.0380 Exercise Price $ 0.025 Risk Free Rate 1.35-3.57 % Expected Life (Yrs.) 3.0- 5.0 Volatility 154.1-162.3 % |
Warrant using monte carlo pricing model | |
Summary of assumptions used in the determination of the fair value of the warrant | Fair Value of Common Share $ 0.028 - 0.0345 Exercise Price $ 0.025 - 0.0232 Risk Free Rate 0.98 - 3.59 % Expected Life (Yrs.) 3.0 - 5.0 Volatility 142.4 - 162.1 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of maturities of our operating lease liabilities | The following outlines the maturities of our operating lease liabilities as of December 31, 2023: 2024 $ 65,271 2025 $ 67,230 2026 $ 51,548 Total lease payments $ 184,049 Less imputed interest $ (29,104) Total $ 154,945 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Accumulated net losses | $ 23,700,000 | |
Cash used in operating activities | (1,417,393) | $ (773,337) |
Working capital deficit | $ 2,900,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Right of return period | 30 days | |
Sales returns allowance | $ 6,990 | $ 6,990 |
Customer deposits | $ 197,325 | 217,588 |
Initial warranty period | 3 years | |
Deferred revenue | $ 20,787 | $ 23,313 |
Minimum | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Extended warranty period | 1 year | |
Maximum | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Extended warranty period | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allowance for doubtful accounts | $ 1,845 | $ 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments and Concentrations of Business and Credit Risk (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Amount due from customers | $ 12,442 | $ 13,342 |
Due from customers | 594 | 0 |
Customer deposits on hand | $ 70,950 | $ 73,385 |
Net Sales | Customer A | Customer concentration | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Concentration risk percentage | 19.90% | 23.50% |
Net Sales | Customer B | Customer concentration | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Concentration risk percentage | 11.40% | 13.50% |
Net purchase | Supplier concentrations | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Amount due to suppliers | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplier Purchases as a Percentage of Total Inventory Purchases (Details) - Purchases - Supplier concentrations | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplier A | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Concentration risk percentage | 31.40% | 81.60% |
Supplier D | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Concentration risk percentage | 58.60% |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Default penalties accrued | $ 409,000 | |
Sales tax payable | $ 61,000 | $ 61,000 |
Standard warranty period | 3 years | |
Warranty liability | $ 16,642 | 12,679 |
Variable lease cost | 0 | |
Customer Deposits | $ 5,248 | |
Federal tax rate (as a percent) | 25.90% | |
Statutory tax rate (as a percent) | 21% | |
Deferred Tax Accounts Payable | $ 7,061 | |
Increase (Decrease) In Operating Loss Carryforwards | $ 1,313,286 | $ 214,257 |
Stock options, warrants and convertible promissory notes with underlying shares | 1,535,713,792 | 231,796,422 |
Potential shares totaling | 420,000,000 | |
Total net loss operating carry forward | $ 5,403,695 | $ 4,090,409 |
Impairment loss | 0 | 0 |
Valuation allowance increased | 326,627 | 53,288 |
Deferred tax assets | 1,260,254 | 933,627 |
Accruals for interest and penalties on unrecognized tax benefits | 0 | 0 |
Accrued liabilities and accounts payable | 263,660 | |
Research and development cost | 231,434 | $ 92,299 |
Accrued Liabilities, Current | $ 38,465 | |
Domestic Tax Authority [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Federal tax rate (as a percent) | 21% | |
Deferred tax balance federal NOL | $ 262,276 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Level 3 liabilities measured at fair value on a recurring basis (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Liabilities measured at fair value on a recurring basis | |
Derivative liabilities in conjunction with convertible promissory note defaults | $ 491,846 |
Conversion of convertible promissory notes | (80,122) |
Change in fair value of derivative liabilities | $ 120,610 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Derivative Liabilities |
Fair value, Ending balance | $ 532,334 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | Dec. 31, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
PROPERTY AND EQUIPMENT | ||
Total | $ 174,692 | $ 899,987 |
Less: accumulated depreciation and amortization | (24,987) | (194,518) |
Property and equipment | 149,705 | 705,469 |
Building | ||
PROPERTY AND EQUIPMENT | ||
Total | 875,000 | |
Tooling | ||
PROPERTY AND EQUIPMENT | ||
Total | 149,705 | |
Furniture and equipment | ||
PROPERTY AND EQUIPMENT | ||
Total | $ 24,987 | $ 24,987 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Mar. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |||
Net proceeds | $ 1,363,818 | ||
Gain on sale of fixed asset | 1,193,676 | $ 1,193,676 | |
Depreciation and amortization expense | $ 4,557 | $ 21,875 | |
Building | |||
PROPERTY AND EQUIPMENT | |||
Proceeds from sale of building | $ 2,000,000 |
NOTES PAYABLE - Convertible pro
NOTES PAYABLE - Convertible promissory notes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 30, 2022 | Jun. 30, 2022 |
Related Party Transaction [Line Items] | ||||
Principal balance | $ 1,393,601 | $ 1,680,774 | ||
Debt discount balance | (375,865) | |||
Net Notes balance | $ 1,393,601 | $ 1,304,909 | ||
Convertible Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net Notes balance | $ 193,178 | $ 617,353 |
NOTES PAYABLE - Net Notes balan
NOTES PAYABLE - Net Notes balance (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
NOTES PAYABLE | ||
Principal | $ 1,393,601 | $ 1,680,774 |
Debt discount balance | (375,865) | |
Net | 1,393,601 | 1,304,909 |
Pre 2020 | ||
NOTES PAYABLE | ||
Principal | 50,000 | 50,000 |
Net | 50,000 | 50,000 |
October 2021 | ||
NOTES PAYABLE | ||
Principal | 73,336 | 73,336 |
Net | 73,336 | 73,336 |
February 2022 | ||
NOTES PAYABLE | ||
Principal | 44,882 | 91,953 |
Debt discount balance | (7,721) | |
Net | 44,882 | 84,232 |
March 2022 | ||
NOTES PAYABLE | ||
Principal | 305,500 | 307,500 |
Debt discount balance | (29,510) | |
Net | 305,500 | 277,990 |
July 2022 | ||
NOTES PAYABLE | ||
Principal | 85,985 | |
Debt discount balance | (9,443) | |
Net | 76,542 | |
August 2022 | ||
NOTES PAYABLE | ||
Principal | 105,500 | 176,000 |
Debt discount balance | (51,405) | |
Net | 105,500 | 124,595 |
September 2022 | ||
NOTES PAYABLE | ||
Principal | 814,383 | 896,000 |
Debt discount balance | (277,786) | |
Net | $ 814,383 | $ 618,214 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 06, 2023 D | May 08, 2023 shares | Aug. 30, 2022 USD ($) M | Aug. 08, 2022 USD ($) | Jul. 06, 2022 USD ($) | Mar. 25, 2022 USD ($) payment $ / shares shares | Mar. 10, 2022 USD ($) | Jan. 15, 2022 D USD ($) $ / shares | May 31, 2023 shares | Feb. 28, 2023 shares | Oct. 31, 2022 USD ($) item shares | Jun. 30, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 30, 2022 $ / shares | Jan. 20, 2022 $ / shares | Jan. 01, 2022 USD ($) | |
NOTES PAYABLE | ||||||||||||||||||
Increase in convertible promissory notes | $ 1,393,601 | $ 1,304,909 | ||||||||||||||||
Principal amount due | 932,600 | |||||||||||||||||
Interest due | 93,700 | |||||||||||||||||
Debt Default, Penalty Amount | 257,000 | |||||||||||||||||
Shares issued upon conversion | shares | 26,734,801 | |||||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.025 | |||||||||||||||||
Warrants exercise price | $ / shares | $ 0.025 | $ 0.025 | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 8,381 | $ (1,079,800) | ||||||||||||||||
Issuance of convertible promissory notes | $ 1,545,140 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Accrued interest | $ 93,700 | |||||||||||||||||
Settlement Agreement | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Shares issued upon conversion | shares | 6,000,000 | |||||||||||||||||
Gain (loss) on extinguishment of debt | $ 100,000 | |||||||||||||||||
Number of shares agreed to be issued | item | 6,000,000 | |||||||||||||||||
Number of shares of common stock to be issued | shares | 4,000,000 | |||||||||||||||||
Loss on extinguishment of debt related to shares to be issued | $ 60,000 | |||||||||||||||||
Maximum | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.025 | |||||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.025 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Maximum | Trigger warrants | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.025 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Minimum | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | |||||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.015 | |||||||||||||||||
Warrants term | 3 years | |||||||||||||||||
Minimum | Trigger warrants | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.015 | |||||||||||||||||
Warrants term | 3 years | |||||||||||||||||
ASU 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Increase in convertible promissory notes | $ 379,355 | |||||||||||||||||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance [Member] | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Fair Value of Warrants | $ 385,422 | |||||||||||||||||
Convertible promissory notes | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Principal and interest due amount | $ 19,318 | |||||||||||||||||
Interest on payment default (as a percent) | 125% | |||||||||||||||||
Debt Default, Penalty Amount | $ 152,000 | |||||||||||||||||
Converted of principal amount | 201,188 | |||||||||||||||||
Interest and fees converted | 154,973 | |||||||||||||||||
Interest and fees amount converted | $ 154,974 | |||||||||||||||||
Shares issued upon conversion | shares | 4,075,000 | 3,700,000 | 175,534,171 | 3,700,000 | ||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.025 | $ 0.015 | $ 0.025 | |||||||||||||||
Accrued interest | $ 51,017 | |||||||||||||||||
Gain (loss) on extinguishment of debt | $ 142,800 | $ 638,000 | ||||||||||||||||
Issuance of convertible promissory notes | $ 1,545,140 | |||||||||||||||||
Conversion of convertible promissory note (In shares) | shares | 8,000,000 | |||||||||||||||||
Proceeds from Issuance of Debt | $ 154,000 | |||||||||||||||||
Payment of monthly installment | $ 30,000 | |||||||||||||||||
Number of warrants issued | shares | 21,000,000 | |||||||||||||||||
Original issue discount | $ 18,480 | |||||||||||||||||
Shares issued in lieu of discounted shares | shares | 4,000,000 | |||||||||||||||||
Discount rate (as a percent) | 25% | |||||||||||||||||
Discount based on average closing price of number of days | D | 15 | |||||||||||||||||
Consideration per share less than fixed price per share | $ / shares | $ 0.50 | |||||||||||||||||
Number of shares agreed to be issued | 100,000 | 26,734,801 | ||||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.0357 | |||||||||||||||||
Number of monthly installments | 10 | 6 | ||||||||||||||||
Shares issued in lieu of discounted shares, value | $ 100,000 | |||||||||||||||||
Monthly installment amount | $ 30,000 | |||||||||||||||||
Additional number of shares to be issued | shares | 40,102,156 | |||||||||||||||||
Number of shares of common stock to be issued | shares | 4,000,000 | |||||||||||||||||
Original issue discount | $ 185,580 | |||||||||||||||||
Loan costs | 128,760 | |||||||||||||||||
Fair value of warrants issued to third party advisors | $ 110,552 | |||||||||||||||||
Percentage of discount on conversion of note | 25% | |||||||||||||||||
Threshold trading days | D | 10 | |||||||||||||||||
Convertible promissory notes | Trigger warrants | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||
Number of warrants issued | shares | 173,000,000 | |||||||||||||||||
Convertible promissory notes | Other Expense | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 205,600 | |||||||||||||||||
Convertible promissory notes | Maximum | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | 0.01 | |||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Convertible promissory notes | Maximum | Trigger warrants | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.025 | |||||||||||||||||
Warrants exercise price | $ / shares | $ 0.025 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Convertible promissory notes | Minimum | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.00102 | |||||||||||||||||
Debt instrument term | 9 months | |||||||||||||||||
Warrants term | 3 years | |||||||||||||||||
Convertible promissory notes | Minimum | Trigger warrants | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.015 | |||||||||||||||||
Warrants exercise price | $ / shares | $ 0.015 | |||||||||||||||||
Warrants term | 3 years | |||||||||||||||||
Convertible Promissory Notes issued on March 2022 | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Principal and interest due amount | $ 329,887 | |||||||||||||||||
Accrued and default interest on payment (as a percent) | 125% | |||||||||||||||||
Convertible Promissory Notes issued on August 2022 | ||||||||||||||||||
NOTES PAYABLE | ||||||||||||||||||
Principal and interest due amount | $ 139,567 | |||||||||||||||||
Accrued and default interest on payment (as a percent) | 150% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 15, 2023 | Jun. 30, 2020 | Sep. 30, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | |
LONG-TERM DEBT | |||||
Outstanding balance of debt | $ 932,600 | ||||
Net principal balance outstanding | 150,000 | ||||
Net proceeds | 1,894,588 | ||||
Interest due | 93,700 | ||||
Net proceeds | $ 1,363,818 | ||||
Repayments on bank debt | 522,401 | $ 25,355 | |||
Building | |||||
LONG-TERM DEBT | |||||
Purchase price | 2,000,000 | ||||
Government Debt | |||||
LONG-TERM DEBT | |||||
Proceeds from issuance of long-term debt | $ 150,000 | ||||
Interest rate (as a percent) | 3.75% | ||||
Debt instrument deferment period | 30 months | ||||
Payment of principal and interest | $ 731 | ||||
Interest expenses | 5,625 | 6,052 | |||
Bank Debt | |||||
LONG-TERM DEBT | |||||
Interest expenses | 12,802 | 26,862 | |||
Outstanding balance of debt | $ 700,000 | ||||
Net principal balance outstanding | $ 0 | $ 551,525 | |||
Purchase price | 2,000,000 | ||||
Net proceeds | 1,363,818 | ||||
Repayments on bank debt | $ 524,585 | ||||
Bank Debt | First Year | |||||
LONG-TERM DEBT | |||||
Interest rate (as a percent) | 1.99% | ||||
Payment of principal and interest | $ 3,547 | ||||
Bank Debt | Subsequent period | |||||
LONG-TERM DEBT | |||||
Interest rate (as a percent) | 4.95% | ||||
Payment of principal and interest | $ 4,574 |
LONG-TERM DEBT - Future aggrega
LONG-TERM DEBT - Future aggregate maturities of long-term debt (Details) | Dec. 31, 2023 USD ($) |
LONG-TERM DEBT | |
2027 | $ 1,440 |
2028 | 3,246 |
Thereafter | 145,314 |
Total | $ 150,000 |
DERIVATIVE LIABILITIES - Fair v
DERIVATIVE LIABILITIES - Fair value of derivative liability (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
DERIVATIVE LIABILITIES | |
Derivative liabilities in conjunction with convertible promissory note defaults | $ 491,846 |
Conversion of convertible promissory notes | (80,122) |
Change in fair value of derivative liabilities | $ 120,610 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of derivative liabilities- |
Fair value, Ending balance | $ 532,334 |
DERIVATIVE LIABILITIES - Lattic
DERIVATIVE LIABILITIES - Lattice pricing (Details) | Dec. 31, 2023 $ / shares Y |
Minimum | Market value of common stock | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | $ / shares | 0.0007 |
Minimum | Expected volatility | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | 99.5 |
Minimum | Expected term (in years) | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | Y | 0.5 |
Minimum | Risk-free interest rate | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | 4.37 |
Maximum | Market value of common stock | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | $ / shares | 0.005 |
Maximum | Expected volatility | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | 145.6 |
Maximum | Expected term (in years) | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | Y | 1 |
Maximum | Risk-free interest rate | |
DERIVATIVE LIABILITIES | |
Derivative liability, measurement input | 5.23 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 15, 2023 USD ($) | Jul. 14, 2023 USD ($) | Nov. 22, 2022 USD ($) shares | Jun. 30, 2023 | Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) shares | Dec. 31, 2022 item $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
RELATED PARTY TRANSACTIONS | |||||||||||
Number of Members Appointed in the Board | item | 2 | ||||||||||
Number of compensation shares of common stock | shares | 2,000,000 | 7,500,000 | |||||||||
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) | $ / shares | $ 0.035 | ||||||||||
Fair market value | $ 262,500 | ||||||||||
Common stock, per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Value of compensation expenses | $ 494,900 | ||||||||||
Price at which shares are issued | $ / shares | $ 0.02 | ||||||||||
Selling, general and administrative expenses | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Compensation expense | $ 400,000 | ||||||||||
Value of compensation expenses | $ 315,000 | ||||||||||
Independent director agreement | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Compensation expense | 31,935 | ||||||||||
Amount of marketing fund advanced | $ 60,000 | ||||||||||
Number of shares issued for marketing fund advanced | shares | 6,000,000 | ||||||||||
Consulting agreement | Advisor and director | Employee and consultant stock ownership plan | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Number of compensation shares of common stock | shares | 35,000,000 | ||||||||||
Consulting term agreement | 1 year | ||||||||||
Common stock, per share | $ / shares | $ 0.01 | ||||||||||
Related party | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Compensation fee per month | $ 0 | ||||||||||
Related party | Employee | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Compensation fee per month as board of director fee | $ 5,000 | ||||||||||
Related party | Advisor and director | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Compensation expense | $ 5,000 | ||||||||||
Compensation fee per month as board of director fee | 5,000 | ||||||||||
CEO | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Accrued bonus | 39,500 | ||||||||||
Salary | $ 265,000 | $ 365,000 | $ 365,000 | ||||||||
Annual bonus in the form of shares | shares | 25,000,000 | ||||||||||
Percentage of increase in gross revenue | 10% | ||||||||||
Incremental Growth Rate Over 10% of Increase in Gross revenue | 10% | ||||||||||
Bonus in the form of shares upon listing to a senior stock exchange or successful reverse stock split | shares | 10,000,000 | ||||||||||
Minimum cash payment in the event of change in control | $ 1,500,000 | ||||||||||
Number of common shares issued as compensation expense (in shares) | shares | 1,000,000 | ||||||||||
Cash Bonus | 60,000 | ||||||||||
Cash Bonus paid | $ 20,500 | 133,751 | |||||||||
Shares issued, Cash Bonuses | shares | 39,000,000,000,000 | ||||||||||
Stock compensation expense | $ 39,000 | ||||||||||
Accrued salary | $ 39,154 | ||||||||||
Percentage of discount when accrued salary converts to shares | 25% | ||||||||||
Royalty fee percentage | 8% | ||||||||||
CEO | Series A Preferred Stock | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Number of common shares issued as compensation expense (in shares) | shares | 500,000 | ||||||||||
Price at which shares are issued | $ / shares | $ 0.02 | ||||||||||
Value of shares issued for compensation | $ 10,000 | ||||||||||
CEO | Series B Preferred Stock | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Number of shares issued | shares | 1 | ||||||||||
Director | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Amount of marketing fund advanced | $ 8,000 | ||||||||||
Number of shares issued for marketing fund advanced | shares | 800,000 | ||||||||||
Director | Independent director agreement | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Number of shares issued for compensation | shares | 1,658,999 | ||||||||||
Amount of registered shares to be issued for compensation | $ 25,000 | ||||||||||
Accrued bonus | 6,935 | ||||||||||
Amount of marketing fund advanced | $ 60,000 | $ 8,000 | |||||||||
Number of shares issued for marketing fund advanced | shares | 800,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||
May 08, 2023 shares | May 31, 2023 shares | Mar. 31, 2023 shares | Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2023 shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 25, 2022 $ / shares | Jan. 20, 2022 $ / shares | Sep. 30, 2021 $ / shares | Nov. 01, 2019 Vote shares | |
Stockholder's deficit | |||||||||||||||
Common stock, shares authorized | 1,999,000,000 | 1,999,000,000 | 999,000,000 | ||||||||||||
Granted and accrued | 0 | 0 | |||||||||||||
Number of compensation shares of common stock | 2,000,000 | 7,500,000 | |||||||||||||
Proceeds from issuance of common stock | $ | $ 12,000 | $ 42,766 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||
Retroactive issuance of debt converted | 26,734,801 | ||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.025 | ||||||||||||||
Amount of note payable | $ | $ 350,000 | ||||||||||||||
Accrued interest | $ | $ 51,017 | ||||||||||||||
Price at which shares are issued | $ / shares | $ 0.02 | ||||||||||||||
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) | $ / shares | $ 0.035 | ||||||||||||||
Fair market value | $ | $ 262,500 | ||||||||||||||
Extinguishment of debt | $ | $ 259,000 | ||||||||||||||
Number of cashless warrants exercised | 17,249,999 | ||||||||||||||
Shares issued upon exercise of warrants | 13,264,887 | ||||||||||||||
Number of common shares issued upon conversion of various notes payable and unpaid accrued interest (in shares) | 30,500,000 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Series A Preferred Stock, Authorized shares (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Common shares vote equivalents for each share | Vote | 100 | ||||||||||||||
Series B Preferred Stock | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Series A Preferred Stock, Authorized shares (in shares) | 1 | 1 | |||||||||||||
Preferred Shares, par value | $ / shares | $ 0.00001 | ||||||||||||||
Number of votes on fully diluted | Vote | 100,000 | ||||||||||||||
Maximum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.025 | ||||||||||||||
Minimum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.015 | ||||||||||||||
CEO | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Number of common shares issued as compensation expense (in shares) | 1,000,000 | ||||||||||||||
CEO | Series A Preferred Stock | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Price at which shares are issued | $ / shares | $ 0.02 | ||||||||||||||
Series A Preferred Stock, Shares issued (in shares) | 500,000 | ||||||||||||||
Number of common shares issued as compensation expense (in shares) | 500,000 | ||||||||||||||
Value of shares issued for compensation for services | $ | $ 10,000 | ||||||||||||||
CEO | Series B Preferred Stock | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Number of shares issued | 1 | ||||||||||||||
Director | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Number of shares issued for marketing fund advanced | 800,000 | ||||||||||||||
Amount of marketing fund advanced | $ | $ 8,000 | ||||||||||||||
Consulting agreement with third party | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Number of shares issued | 3,000,000 | ||||||||||||||
Shares issued to employee for services (In shares) | 19,600,000 | ||||||||||||||
Additional number of shares to be issued | 2,000,000 | ||||||||||||||
Extinguishment of debt | $ | $ 20,000 | ||||||||||||||
Consulting agreement with third party | Maximum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) | $ / shares | $ 0.035 | ||||||||||||||
Consulting agreement with third party | Minimum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Consulting agreement with third party | Selling, general and administrative expenses | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Fair market value | $ | $ 461,900 | ||||||||||||||
Stock purchase agreement | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 42,766 | ||||||||||||||
Number of shares issued | 1,500,000 | ||||||||||||||
Amount of note payable | $ | $ 617,353 | ||||||||||||||
Price at which shares are issued | $ / shares | $ 0.025 | ||||||||||||||
Stock purchase agreement | Maximum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.0353 | ||||||||||||||
Stock purchase agreement | Minimum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.0259 | ||||||||||||||
Common Stock | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Number of compensation shares of common stock | 35,000,000 | 22,058,999 | |||||||||||||
Shares issued as a part of convertible notes payable settlement | 30,734,801 | ||||||||||||||
Number of shares issued | 1,500,000 | ||||||||||||||
Convertible notes payable | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Shares issued as a part of convertible notes payable settlement | 18,000,000 | ||||||||||||||
Cashless exercise of warrants | 24,000,000 | ||||||||||||||
Retroactive issuance of debt converted | 4,075,000 | 3,700,000 | 175,534,171 | 3,700,000 | |||||||||||
Debt conversion, original debt, principal amount | $ | $ 201,188 | ||||||||||||||
Interest and fees amount converted | $ | $ 154,974 | ||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.025 | $ 0.015 | $ 0.025 | ||||||||||||
Issued price (in dollars per share) | $ / shares | $ 0.0357 | ||||||||||||||
Additional number of shares to be issued | 40,102,156 | ||||||||||||||
Convertible notes payable | Maximum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Convertible notes payable | Minimum | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.00102 | ||||||||||||||
Convertible notes payable | Common Stock | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Shares issued as a part of convertible notes payable settlement | 46,102,156 | ||||||||||||||
Convertible promissory note | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Shares issued as a part of convertible notes payable settlement | 173,000,000 | ||||||||||||||
Employee and consultant stock ownership plan | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Granted and accrued | 3,000,000 | ||||||||||||||
Employee and consultant stock ownership plan | Advisor and director | Consulting agreement | |||||||||||||||
Stockholder's deficit | |||||||||||||||
Number of compensation shares of common stock | 35,000,000 | ||||||||||||||
Consulting term agreement | 1 year | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 15, 2024 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | |
STOCK OPTIONS AND WARRANTS | |||||
Number of shares authorized to be issued under the Plan | 50,000,000 | ||||
Number of stock options granted | 0 | 0 | |||
Number of shares issued by warrants | 173,000,000 | ||||
Warrants exercise price | $ 0.025 | $ 0.025 | |||
Fair value of warrant | $ 263,476 | ||||
Warrant reset | $ 3,461 | ||||
Additional shares issued | 375,000 | ||||
Warrants Issued | 2,500,000 | 21,000,000 | |||
Warrants maturity term | 5 years | ||||
Amount of debt which is extended | $ 500,000 | ||||
Fair value of Warrants issued | 65,000 | ||||
Extinguishment of debt | $ 259,000 | ||||
Reduction to retained earnings and an increase additional paid-in-capital (Restated) | $ 107,888 | ||||
Trigger warrants | |||||
STOCK OPTIONS AND WARRANTS | |||||
Number of shares issued by warrants | 173,000,000 | ||||
Fair value of warrant | $ 385,422 | ||||
Minimum | |||||
STOCK OPTIONS AND WARRANTS | |||||
Warrants exercise price | $ 0.01 | ||||
Warrants maturity term | 3 years | ||||
Minimum | Trigger warrants | |||||
STOCK OPTIONS AND WARRANTS | |||||
Warrants exercise price | $ 0.015 | ||||
Warrants maturity term | 3 years | ||||
Maximum | |||||
STOCK OPTIONS AND WARRANTS | |||||
Warrants exercise price | $ 0.025 | ||||
Warrants maturity term | 5 years | ||||
Maximum | Trigger warrants | |||||
STOCK OPTIONS AND WARRANTS | |||||
Warrants exercise price | $ 0.025 | ||||
Warrants maturity term | 5 years | ||||
Subsequent Event | |||||
STOCK OPTIONS AND WARRANTS | |||||
Number of outstanding warrants cancelled | 161,000,000 | ||||
Finder's Fee Agreement | Minimum | |||||
STOCK OPTIONS AND WARRANTS | |||||
Percentage of warrants on shares sold in financings | 6% | ||||
Finder's Fee Agreement | Maximum | |||||
STOCK OPTIONS AND WARRANTS | |||||
Percentage of warrants on shares sold in financings | 8% | ||||
Advisory agreement | Minimum | |||||
STOCK OPTIONS AND WARRANTS | |||||
Number of shares issued by warrants | 1,476,000 | ||||
Fair value of warrant | $ 50,000 | ||||
Advisory agreement | Maximum | |||||
STOCK OPTIONS AND WARRANTS | |||||
Number of shares issued by warrants | 3,117,533 | ||||
Fair value of warrant | $ 60,552 | ||||
Subsequent issuance of convertible promissory notes with certain terms and convertible promissory note conversions | |||||
STOCK OPTIONS AND WARRANTS | |||||
Warrants exercise price | $ 0.025 | ||||
Employee Stock Option [Member] | |||||
STOCK OPTIONS AND WARRANTS | |||||
Term of the awards granted | 10 years |
STOCK OPTIONS AND WARRANTS - Fa
STOCK OPTIONS AND WARRANTS - Fair value of the warrant awarded (Details) | Dec. 31, 2023 $ / shares Y shares | Dec. 31, 2022 $ / shares shares | Apr. 30, 2022 $ / shares |
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.025 | $ 0.025 | |
Number Outstanding | shares | 176,838,431 | 27,837,533 | |
Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.01 | ||
Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | 0.025 | ||
Exercise price 0.00102 | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.00102 | ||
Number Outstanding | shares | 170,898 | ||
Exercise Price 0.52 | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.52 | $ 0.52 | |
Number Outstanding | shares | 100,000 | 100,000 | |
Exercise Price 0.025 | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.025 | $ 0.025 | |
Number Outstanding | shares | 9,000,000 | 9,000,000 | |
Exercise price 0.025 Two | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.025 | ||
Number Outstanding | shares | 450,000 | ||
Exercise price 0.00102 One | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.00102 | ||
Number Outstanding | shares | 3,336,843 | ||
Exercise price 0.00102 Two | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.00102 | ||
Number Outstanding | shares | 2,780,690 | ||
Exercise price 0.00102 Three | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.00102 | ||
Number Outstanding | shares | 500,000 | ||
Exercise price 0.00102 Four | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.00102 | ||
Number Outstanding | shares | 12,500,000 | ||
Exercise price 0.00102 Five | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.00102 | ||
Number Outstanding | shares | 148,000,000 | ||
Exercise price 0.01 | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.01 | ||
Number Outstanding | shares | 170,000 | ||
Exercise price 0.01 One | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.01 | ||
Number Outstanding | shares | 450,000 | ||
Exercise price 0.01 Two | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.01 | ||
Number Outstanding | shares | 3,336,843 | ||
Exercise price 0.01 Three | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.01 | ||
Number Outstanding | shares | 12,000,000 | ||
Exercise price 0.01 Four | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants exercise price | $ 0.01 | ||
Number Outstanding | shares | 2,780,690 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Fair Value of Common Share | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0008 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Fair Value of Common Share | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.009 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Exercise Price | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.00102 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Exercise Price | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.025 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Risk Free Rate | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0392 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Risk Free Rate | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0494 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Expected Life (Yrs) | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | Y | 5 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Volatility | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 1.300 | ||
Black-Scholes model and recorded warrants as reduction of note included debt discount balance | Volatility | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 1.453 | ||
Warrant using monte carlo pricing model | Fair Value of Common Share | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0233 | ||
Warrant using monte carlo pricing model | Fair Value of Common Share | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0380 | ||
Warrant using monte carlo pricing model | Exercise Price | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.025 | ||
Warrant using monte carlo pricing model | Risk Free Rate | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0135 | ||
Warrant using monte carlo pricing model | Risk Free Rate | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0357 | ||
Warrant using monte carlo pricing model | Expected Life (Yrs) | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | Y | 3 | ||
Warrant using monte carlo pricing model | Expected Life (Yrs) | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | Y | 5 | ||
Warrant using monte carlo pricing model | Volatility | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 1.541 | ||
Warrant using monte carlo pricing model | Volatility | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 1.623 | ||
Warrants using a Black Scholes pricing model | Fair Value of Common Share | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.028 | ||
Warrants using a Black Scholes pricing model | Fair Value of Common Share | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0345 | ||
Warrants using a Black Scholes pricing model | Exercise Price | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.025 | ||
Warrants using a Black Scholes pricing model | Exercise Price | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0232 | ||
Warrants using a Black Scholes pricing model | Risk Free Rate | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0098 | ||
Warrants using a Black Scholes pricing model | Risk Free Rate | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 0.0359 | ||
Warrants using a Black Scholes pricing model | Expected Life (Yrs) | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | Y | 3 | ||
Warrants using a Black Scholes pricing model | Expected Life (Yrs) | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | Y | 5 | ||
Warrants using a Black Scholes pricing model | Option volatility | Minimum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 1.424 | ||
Warrants using a Black Scholes pricing model | Option volatility | Maximum | |||
STOCK OPTIONS AND WARRANTS | |||
Warrants and rights outstanding, measurement input | 1.621 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 06, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||||
Commitment for product development | $ 300,000 | |||
Amount for product development paid | $ 150,000 | |||
Lease rental payments | $ 5,280 | |||
Renewal term (in years) | 3 years | |||
Borrowing rate (in percent) | 12.40% | |||
Rent expense | $ 21,648 | |||
Principal amount | 932,600 | |||
Accrued interest | $ 93,700 | |||
Effective borrowing rate | 125% | |||
Total default penalties | $ 257,000 | |||
Principal amount due | 932,600 | |||
Interest due | $ 93,700 | |||
Expected milestone term (in months) | 12 months | |||
Convertible promissory notes | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Accrued interest | $ 139,567 | |||
Total default penalties | $ 152,000 | |||
Principal interest rate during the period | 125% | |||
Accrued interest rate during period | 150% | |||
Principal amount due | $ 329,887 | |||
Convertible promissory notes | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Principal amount | $ 1,859,480 | $ 172,480 | ||
Interest on payment default (as a percent) | 125% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Maturities of our operating lease liabilities (Details) | Dec. 31, 2023 USD ($) |
Maturities of operating lease liabilities | |
2024 | $ 65,271 |
2025 | 67,230 |
2026 | 51,548 |
Total lease payments | 184,049 |
Less imputed interest | (29,104) |
Total | $ 154,945 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Commitments and Contingencies. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 15, 2024 USD ($) $ / shares | Jul. 06, 2023 D | Aug. 30, 2022 USD ($) | Jul. 06, 2022 USD ($) | Jan. 15, 2022 USD ($) | Apr. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) D $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Jan. 20, 2022 $ / shares | |
SUBSEQUENT EVENTS | |||||||||||
Principal amount due | $ 932,600 | ||||||||||
Accrued interest | $ 93,700 | ||||||||||
Capped interest rate | 125% | ||||||||||
Principal amount of convertible notes converted | $ 300,034 | $ 1,103,370 | |||||||||
Principal amount | 932,600 | ||||||||||
Payment of principal and interest | 93,700 | ||||||||||
Outstanding balance | $ 1,393,601 | 1,304,909 | |||||||||
Amount of note payable | 350,000 | ||||||||||
Price per share of debt converted | $ / shares | $ 0.025 | ||||||||||
Convertible promissory notes | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Principal amount | $ 172,480 | $ 1,859,480 | |||||||||
Original issue discount | 18,480 | ||||||||||
Proceeds from Issuance of Debt | $ 154,000 | ||||||||||
Interest rate (as a percent) | 12% | 12% | |||||||||
Outstanding balance | $ 193,178 | $ 617,353 | |||||||||
Payment of principal and interest | $ 19,318 | ||||||||||
Threshold trading days | D | 10 | ||||||||||
Percentage of discount on conversion of note | 25% | ||||||||||
Number of shares agreed to be issued | 100,000 | 26,734,801 | |||||||||
Price per share of debt converted | $ / shares | $ 0.025 | $ 0.015 | $ 0.025 | ||||||||
Convertible promissory notes | Minimum | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Price per share of debt converted | $ / shares | 0.00102 | ||||||||||
Convertible promissory notes | Maximum | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Price per share of debt converted | $ / shares | $ 0.01 | ||||||||||
SUBSEQUENT EVENTS | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Principal amount due | $ 1,238,101 | ||||||||||
Accrued interest | $ 165,734 | ||||||||||
Maturity date | Sep. 25, 2025 | ||||||||||
Capped interest rate | 12% | ||||||||||
Payment of principal per units | $ / shares | $ 600 | ||||||||||
Principal amount of convertible notes converted | $ 30,000 | ||||||||||
Price per share of debt converted | $ / shares | $ 0.00102 | ||||||||||
SUBSEQUENT EVENTS | Minimum | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Debt Instrument, Interest Rate During Period | 115% | ||||||||||
SUBSEQUENT EVENTS | Maximum | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Debt Instrument, Interest Rate During Period | 125% | ||||||||||
SUBSEQUENT EVENTS | Convertible promissory notes | |||||||||||
SUBSEQUENT EVENTS | |||||||||||
Principal amount | $ 149,500 | ||||||||||
Original issue discount | 19,500 | ||||||||||
Proceeds from Issuance of Debt | $ 130,000 | ||||||||||
Interest rate (as a percent) | 12% | ||||||||||
Outstanding balance | $ 167,440 | ||||||||||
Payment of principal and interest | $ 18,604 | ||||||||||
Threshold trading days | D | 10 | ||||||||||
Percentage of discount on conversion of note | 35% | ||||||||||
Amount of note payable | $ 44,883 | $ 44,883 | |||||||||
Number of shares agreed to be issued | 44,002,186 | 44,002,186 | |||||||||
Price per share of debt converted | $ / shares | $ 0.00102 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (2,641,246) | $ (3,468,500) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |