Diamond Wellness (POTN) 10-K 28 Sep 21 2020 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2020	Sep. 27, 2021
Cover [Abstract]
Entity Registrant Name	PotNetwork Holdings, Inc.
Entity Central Index Key	0001746563
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Dec. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		909,974,924
Entity Public Float	$ 3,783,482
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	No

BALANCE SHEET

BALANCE SHEET - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash/Bank Balances	$ 40,565	$ 70,581
Accounts Receivable
from Customers	20,054	325,305
from others	649,312	649,312
Total Accounts Receivable	669,366	974,617
Advances - Drop Shipper (Year End Balance)	3,012,449	5,070,696
Impairment (see "Notes on Accounts" Note 15)	(3,012,449)	0
Prepaid Expenses	0	9,000
Total Current assets	709,931	6,124,894
TOTAL ASSETS	709,931	6,124,894
Current Liabilities
Payables	502,299	1,673,501
Short term loan (Kabbage) with accrued interest	8,333
Total Current Liabilities	510,632	1,673,501
Long-term Liabilities
Loan from 3rd Party with accrued interest	18,372	40,960
SBA Loans with accrued interest	289,342
Note Payable	4,188,991	4,192,539
Total Long-term liabilities	4,496,705	4,233,499
Total Liabilities	5,007,338	5,907,000
Stockholders' Equity
Common: Authorized 1,500,000,000 shares, $ .00001 par value; and 836,260,638 Issued and outstanding as of December 31, 2020 and 700,836,384 shares, Issued and outstanding as of December 31, 2019	5,065,208	3,995,840
Preferred Stock Class A Authorized - 50,000 shares, $ .00001 Par value; and 34,289 Issued and outstanding, as of December 31, 2020 and 34,289 issued and outstanding as of December 31, 2019	400	400
Additional Paid-in Capital	1,626,589	1,626,589
Retained Earnings	(10,989,604)	(5,404,935)
Total Stockholders' Equity	(4,297,407)	217,894
Total Liabilities & Equity	$ 709,931	$ 6,124,894

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
BALANCE SHEET
Common stock, shares par value	$ .00001	$ .00001
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	836,260,638	700,836,384
Common stock, shares outstanding	836,260,638	700,836,384
Preferred stock, shares par value	$ .00001	$ .00001
Preferred stock, shares authorized	50,000	50,000
Preferred stock, shares issued	34,289	34,289
Preferred stock, shares outstanding	34,289	34,289

INCOME STATEMENT

INCOME STATEMENT - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue
Sales	$ 9,680,543	$ 15,060,840
Cost of goods sold	6,252,339	10,244,236
Gross profit	3,428,205	4,816,604
Operating expenses
Research and development	0	0
Freight Out and Merchant Account Charges	1,891,757	1,948,505
Advertising and Marketing	1,490,713	4,109,951
General & Admin Expenses (see Note 17)	1,405,884	1,791,840
Officers' Compensation	142,400	130,000
Total operating expenses	4,930,753	7,980,296
Financing expenses
Interest Expense	374,623	334,139
Total financing expenses	2,871	1,408
Total Expenses	5,305,376	8,314,435
Profit (Loss) from continuing operations	(1,877,171)	(3,497,831)
Profit (Loss) from nonrecurring items
Loss from Debt Settlements by share issuances	(695,048)	0
Impairment Loss - Advances to Drop Shipper [non-recurring]	(3,012,449)	0
Total nonrecurring items	(3,707,497)	0
Profit (Loss) from continuing operations and non-recurring items	(5,584,669)	(3,497,831)
Provision for Income Tax	0	0
Total Net Profit (Loss)	$ (5,584,669)	$ (3,497,831)
Earnings per share
Earnings per share (based on Profit (Loss) before Income Tax	$ (0.00224)	$ (0.00499)
Basic and diluted (based on Profit (Loss) before Income Tax	(0.00224)	(0.00499)
Earnings per share (based on Profit (Loss) After Income Tax	(0.00668)	(0.00499)
Basic and diluted (based on Profit (Loss) After Income Tax	$ (0.00668)	$ (0.00499)
Basic and diluted weighted average common shares outstanding	836,260,638	700,836,384

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY - USD ($)	Total	Preferred Shares	Common Shares	Surplus (Deficit)	Additional Paid-In Capital
Balance, shares at Dec. 31, 2018		34,289	569,364,712
Balance, amount at Dec. 31, 2018	$ 1,262,336	$ 400	$ 3,169,040	$ (1,907,104)
Shares Issued, shares			131,471,672
Shares Issued, amount	826,800		$ 826,800
Additional Paid-in Capital	1,626,589				$ 1,626,589
Net Profit (Loss)	(3,497,831)			(3,497,831)
Balance, shares at Dec. 31, 2019		34,289	700,836,384
Balance, amount at Dec. 31, 2019	217,894	$ 400	$ 3,995,840	(5,404,935)	1,626,589
Shares Issued, shares			135,424,254
Shares Issued, amount	1,069,368		$ 1,069,368
Net Profit (Loss)	(5,584,669)			(5,584,669)
Balance, shares at Dec. 31, 2020		34,289	836,260,638
Balance, amount at Dec. 31, 2020	$ (4,297,407)	$ 400	$ 5,065,208	$ (10,989,604)	$ 1,626,589

CASH FLOWS STATEMENT

CASH FLOWS STATEMENT - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS STATEMENT
Net Income (Loss)	$ (5,584,669)	$ (3,497,831)
Adjustments to reconcile net income (loss)
Advances & Accounts Receivable	2,261,592	(1,294,207)
Impairment (see "Notes on Accounts" Note 15)	3,012,449
Payable	(1,051,963)	1,192,467
Total Adjustments to reconcile net income (loss)	4,222,079	(101,741)
Net cash from the current year operations	(1,362,590)	(3,599,572)
Investing
Common Stock	1,069,368	826,800
Preferred A Stock		0
Additional Capital		1,626,589
Net cash provided by investing activities	1,069,368	2,453,389
Financing
Third Party Loan	(22,589)	2,560
EIDL Loan from SBA	153,051	0
PPP Loan from SBA	136,291	0
Notes Payable	(3,547)	629,779
Net cash provided by financing activities	263,206	632,339
Net change in cash and cash equivalents	(30,016)	(513,844)
Cash and cash equivalents, beginning of period	70,581	584,425
Cash and cash equivalents, end of period	$ 40,565	$ 70,581

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2020
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	PotNetwork Holdings, Inc. is a publicly traded holding company trading under the symbol “POTN”. The Company website is www.potnetworkholding.com This Company was previously known as: • SND Auto Group, Inc. until 3-2017 - State of incorporation changed from Wyoming to Colorado in 03-2017 • PotNetwork Holdings, Inc. until 5-2016 • United Treatment Centers, Inc. until 7-2015 • Element Trading Holdings, Inc. until 3-2014 • United Treatment Centers, Inc. until 10-2013 • MyMedicalCD, Ltd. until 6-2008 • Interactive Solutions Corp. until 11-2004 - State of incorporation changed from Nevada to Wyoming in 11-2004 • Araldica Wineries Ltd. until 2-2000 • H P Capital Corp. until 9-1996 The Company has two (2) wholly owned subsidiaries: First Capital Venture Co., a Florida corporation which has as its wholly owned subsidiary, CBD, LLC, a Florida limited liability company, doing business as Diamond CBD. First Capital Venture Co. was acquired by the Company on January 31, 2017. PotNetwork Media Group, Inc., a Nevada corporation Since the acquisition of First Capital Venture Co., the focus of the Company has been the development of the business of Diamond CBD PotNetwork Media Group, Inc. is an early-stage company, which does not have its own bank account and hence does not maintain separate books of accounts. Hence, the financial statements reflect principally the business results of First Capital Venture Co. doing business through its subsidiary CBD, LLC, d/b/a Diamond CBD. Diamond CBD, Inc. focuses on the development, and marketing of premium hemp extracts that contain a broad range of cannabinoids and natural hemp derivatives. Diamond CBD’s catalog can be found in http://catalog.diamondcbd.com/ Since the acquisition of First Capital Venture Co. and its Diamond CBD on January 31, 2017, Diamond CBD’s business has become the primary business of this Company. The results of CBD, LLC, d/b/a Diamond CBD, as a subsidiary of First Capital Venture Co., a wholly owned subsidiary of the Company, are presented in the Company’s consolidate statements, eliminating inter-company transactions. In accordance with ASC 805-40-45 the consolidated financial statements represent the continuation of the financial statements of the wholly owned subsidiary except for its capital structure. The Company, being the legal acquiror, but the accounting acquiror, did not have significant assets or revenues prior to the consolidation. Investment in the wholly owned subsidiary is accounted for in accordance with ASC 810. In February 2018, the Company reversed ab initio the March 17, 2017 holding company reorganization. As a result, the Company re-assumed its prior name, PotNetwork Holdings, Inc. (with an “s” on Holding), while remaining a Colorado corporation. None of the acquisitions or the share capital structure was affected. In February 2018, the shares issued pursuant to the reorganization were cancelled, no other adjustments had been made.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	➢ BASIS OF PRESENTATIONS: ➢ USE OF ESTIMATES: ➢ REVENUE RECOGNITION – DIAMOND CBD BUSINESS: The Company applies the five-step model of revenue recognition under ASC 606 to the sales orders in the e-commerce platform. The following describes the Company’s process per each step (1-5) of ASC606: Step 1: “Identify the contract with a customer”. A. The Company’s ecommerce website is making the offer to the customer. B. The customer chooses the product(s) and quantities of each. C. The customer enters its credit card information. D. The contract between the company and the customer is concluded when the authorization is taken via the merchant account which processes the credit card payment. Step 2: “Identify the performance obligations in the contract”. The Company ships the merchandise and subsequently records the customer payment. Step 3: “Determine the transaction price”. The website states each product’s regular price, and applicable sale price which is the amount that the customer pays the Company. Step 4: “Allocate the transaction price to the performance obligations in the contract”. The Company’s e-commerce platform applies any quantity discount or other discount offered by the Company, automatically. Step 5: “Recognize revenue when the entity satisfies a performance obligation”. The Company records the sale upon the order’s shipping, identified by a tracking number. ➢ CASH AND CASH EQUIVALENTS: ➢ ACCOUNTS RECEIVABLE: ➢ ASSESSMENT OF COLLECTABILITY: o Receivable’s supervisor is authorized to collect delinquent accounts o The Chief Financial Officer has the authority to assign accounts to a third party for collection o Recording of Accounts Receivable: All amounts due on physical delivery of the merchandise from the drop shipper, must be promptly recorded as an accounts receivable. Each account receivable must be recorded and maintained until payment is received or the recorded amount is written off or extinguished. o An adequate provision for doubtful accounts must be established. When all reasonable efforts fail to collect an account receivable and it has been approved for write off, the related provision for doubtful accounts should be reduced. o Control and Subsidiary Accounts: The accounting system incorporates control accounts, where applicable, to ensure the completeness and accuracy of individual accounts. The Receivables supervisor must maintain subsidiary accounts for individual debtors in a manner that discloses, at a given point in time, the aggregate amount owed by each debtor as well as individual amounts making up the aggregate amount. Monthly, the subsidiary accounts for each accounts receivable must be reconciled with the control account. o Checks that are returned from the bank as non-negotiable are assessed a returned check charge. If there are two checks returned from the same customer within a month, no further checks will be accepted from the customer unless the checkss are certified, until there is an acceptable payment history for a further one-year period. o Statements to Debtors: Statements must be issued to debtors, on a monthly basis, providing meaningful and concise information on the status of their debts. o Accounts receivable are considered overdue when a debtor does not pay or resolve the debt within 30 days from the invoice date or a written request for payment to the debtor. o All actions taken to collect overdue accounts must be documented. o If there is no response after the initial contact at the 30-day point (within a 30-day period – 60 days from date of invoice), accounts will be forwarded to Chief Financial Officer to take prompt and vigorous action to collect overdue accounts receivable. o Accounts receivable, in most cases, should be at least 30 days overdue (i.e., 60 days after invoice notification), before staff advises debtors that their accounts are overdue and that the accounts may be: • turned over to a private collection agency; • subject to legal action • credit privileges will be revoked; and/or account may be suspended. ➢ PREPAID EXPENSES: ➢ PROPERTY AND EQUIPMENT: ➢ PROPERTY AND EQUIPMENT: ➢ INTANGIBLE ASSETS o Initial Measurement: o Subsequent Measurement: • ASC 350 requires capitalizing any money spent on product development and product improvement. During the current year, money spent on product development is very little and is not significant. ➢ FINANCIAL INSTRUMENTS: Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority; Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability; Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and less observable and thus have the lowest priority. ➢ Investments in subsidiaries: ➢ Redemption Right:

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2020
GOING CONCERN
NOTE 3 - GOING CONCERN	The financial statements are prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. Since PotNetwork Holdings, Inc. has no uncertainties as on the balance sheet date, the financial statements need no adjustments. Since Diamond CBD’s business originated in 2015, it is considered as a business with limited operating history. Hence, this business is subject to all risks inherent in a developing business enterprise. Continued success depends on the problems, difficulties, complications, and delays frequently encountered in the competitive and regulatory environment in which it operates. Regulatory risk Although Diamond CBD does not sell any marijuana-based CBD products, its products could be treated as being illegal by federal/state authorities and by consumers. The Company is involved in a highly competitive industry where it may compete with numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and personnel perhaps more qualified than the Company does. Such resources, experience and personnel may provide a substantial competitive advantage to the competition.

DEFERRED TAX COMPUTATION

DEFERRED TAX COMPUTATION	12 Months Ended
	Dec. 31, 2020
DEFERRED TAX COMPUTATION
NOTE 4 - DEFERRED TAX COMPUTATION	The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. There was no income tax expense during this period. However, the availability of a net operating loss carryforward and the associated deduction, is subject to complex and restrictive federal income tax provisions as codified by Internal Revenue Code section 172 and related Treasury Regulations, all of which are subject to change and the availability of which can never be free from doubt. The components of the deferred tax assets and liabilities are as follows: 31 st 31 st Deferred tax assets: Net operating loss carryovers $ 10,989,604 $ 5,404,935 Stock-based compensation - - Other temporary differences - - Total deferred tax assets 10,989,604 5,404,935 Valuation allowance (10,989,604 ) (5,404,935 ) Net deferred tax asset $ - $ -

INVENTORY DIAMOND CBD

INVENTORY DIAMOND CBD	12 Months Ended
	Dec. 31, 2020
INVENTORY DIAMOND CBD
NOTE 5 - INVENTORY DIAMOND CBD	This Company has arranged to buy the exact or minimum quantity from its suppliers, based on the customer orders and thereby has eliminated the need for holding any significant amount of inventory on hand at any point of time. During the current period of reporting, this Company wrote off, as a nonrecurring event, non-saleable/obsolete inventory held by the drop shipper due to a drop in sales in connection with the Covid-19 pandemic.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
NOTE 6 - COMMITMENTS AND CONTINGENCIES	There are no commitments and contingencies that exist at present.

BUDGET INTERNAL CONTROL PROCEDU

BUDGET INTERNAL CONTROL PROCEDURES	12 Months Ended
	Dec. 31, 2020
BUDGET INTERNAL CONTROL PROCEDURES
NOTE 7 - BUDGET & INTERNAL CONTROL PROCEDURES	• Based on the Company’s summary evaluation of internal controls over financial procedures, because of the Company’s limited resources and limited number of employees, and absence of an audit committee, the Company has concluded that as of December 31, 2020, its internal control over financial reporting and the preparation of financial statements for external purposes in accordance with US-GAAP, which therefore creates a material weakness • In 2021, Company intends to initiate measures to remediate the preceding material weaknesses

CAPITAL STOCK

CAPITAL STOCK	12 Months Ended
	Dec. 31, 2020
CAPITAL STOCK
NOTE 8 - CAPITAL STOCK	• Common Stock • Class A preferred stock

LONG TERM LOAN FROM THIRD PARTI

LONG TERM LOAN FROM THIRD PARTIES	12 Months Ended
	Dec. 31, 2020
LONG TERM LOAN FROM THIRD PARTIES
NOTE 9 - LONG TERM LOAN FROM THIRD PARTIES	As on 8% interest As on 8% interest Settled As on Loan Date Loan 1/1/2019 for 2019 12/31/2019 for 2020 in 2020 12/31/2020 7/1/2016 $ 25,000 $ 30,000 $ 2,000 $ 32,000 $ 2,228 $ (11,400 ) $ 18,372 7/1/2016 $ 7,000 $ 8,400 $ 560 $ 8,960 $ 420 $ (9,380 ) $ 0 $ 32,000 $ 38,400 $ 2,560 $ 40,960 $ 2,648 $ (20,780 ) $ 18,372 Settlements in 2020 reflect share issuances specific to each 3rd party loan, wherein (a) $25,000 had been loaned by Southridge Partners II Limited Partnership, which had sold a portion of their loan which eventually was owned by J.P. Carey Limited Partners, L.P., said portion settled for shares on August 20, 2020; and (b) $7,000 had been loaned by Mammoth West Corporation, which total indebtedness was settled for shares on December 24, 2020.

SHORT TERM LOANS

SHORT TERM LOANS	12 Months Ended
	Dec. 31, 2020
SHORT TERM LOANS
NOTE 10 - SHORT TERM LOANS	Payee: Kabbage Principal Value: $8,333.26 Issue date: 1/9/2020 Terms: 12 monthly payments. $1,500 is the interest payable on 1/27/2021 as the next monthly payment due date. 1/27/2021 is the maturity date for this short-term loan.

SBA LOANS

SBA LOANS	12 Months Ended
	Dec. 31, 2020
SBA LOANS
NOTE 11 - SBA LOANS	Payee: Small Business Administration (“SBA”) Program: Paycheck Protection Program Principal Value: $138,404 Issue date: 3/5/2020 Terms: 1) Maturity date is two years from making of the loan. 2) Interest accrues at 1.000% per year. 3) Loan may be forgiven in whole or in part by the Lender in accordance with SBA terms and conditions, up to the Maturity date when funds received under it are used for approved expenses. Any loan amount remaining following forgiveness will be fully amortized over the remaining term of the Loan. As of the date of this report, forgiveness of this loan has not been applied for, and therefore, has not been granted. Payee: Small Business Administration (“SBA”) Program: Economic Injury Disaster Loan Principal Value: $150,000 Issue date: 6/18/2020 Terms: 1) Maturity date is thirty years from making of the loan. 2) Interest will accrue at the rate of 3.75% interest per year. 3) Installment payments, including principal and interest, of $731 monthly, will begin twelve months from the date of the making of the loan. 4) Loan may be prepaid at any time up to its Maturity date without penalty. 5) The outstanding balance of the loan is securitized by assets of First Capital Venture Co. (the “Collateral”). As long as the loan balance is outstanding, the SBA shall maintain a UCC filing against the Collateral. As an event after the balance sheet date, TD bank conveyed the PPP Loan Forgiveness details of SBA in the email dated Thursday, Aug 26, 2021 at 2:10 PM and the Company would report the same in the third quarter financials for the next year 2021

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2020
NOTES PAYABLE
NOTE 12 - NOTES PAYABLE	Payee: Sign N Drive Principal Value: $1,850,000 Issue date: June 2, 2014, amended March 10, 2017 Terms: Interest Free, Fixed Conversion Rate at $.003 per share Embedded Conversion Option: Given the fixed rate conversion price, no derivative liability calculation for the conversion option was deemed required. There is no maturity date for this note. The following table shows the amount of interest waived on annual basis through December 31, 2020: Year Interest Waived 2017 $ 7,318 2018 4,351 2019 4,770 2020 4,764 The following table sets forth the number of shares of common stock issued pursuant to each conversion under the Note: Quantity of Shares Conversion Price Amount Converted August 13, 2014 161,127,812 0.00032 $ 51,561 April 4, 2016 2,750,000 0.004 11,000 August 2, 2016 4,500,000 0.0012 5,400 November 8, 2016 2,500,000 0.00152 3,800 December 22, 2016 10,000,000 0.00088 8,800 July 5, 2017 42,000,000 0.003 126,000 September 27, 2017 40,000,000 0.003 120,000 February 2, 2018 25,000,000 0.003 75,000 May 29, 2018 25,000,000 0.003 75,000 June 5, 2018 25,000,000 0.003 75,000 December 4, 2018 1,550,000 0.003 4,650 December 14, 2018 6,000,000 0.003 18,000 December 20, 2018 12,333,334 0.003 37,000 April 17, 2019 46,050,000 0.003 138,150 June 26, 2019 26,000,000 0.003 78,000 February 2, 2020 27,000,000 0.003 92,529 July 8, 2020 24,000,000 0.003 82,248 Per the above table: · $246,000 was converted into common stock in 2017; · $284,650 was converted into common stock in 2018; · $216,150 was converted into common stock in 2019; and · $174,777 was converted into common stock in 2020. Payee: Iliad Research & Trading LP On October 25, 2018, the Company issued a Note in the face amount of $5,525,000 which accrues interest at the rate of 10% per annum. The note has an Original Issue Discount (OID) of $500,000. The Note and any interest thereon is convertible at a fixed rate of $0.45 per share of common stock or after 12 months, at a variable conversion rate, the “redemption conversion price” at the lower of the fixed rate of $.45 per share, or a discount to the market price as defined in the Note. The Note is comprised of five (5) tranches (each, a “Tranche”), consisting of (i) an Initial Tranche in an amount equal to $1,400,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the ‘‘Initial Tranche”), and (ii) four (4) additional Tranches, one (l) in the amount of $1,375,000.00, one (l) in the amount of $550,000.00, and two (2) in the amount of $1,100,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. • $1,400,000 was received on 10/31/2018 • $825,000 was received on 12/18/2018 • $18,410 is the accrued interest for 2018 • $222,500 is the accrued interest for 2019 • $261,655 is the accrued interest for 2020 On February 8, 2019, the Company issued a Note in the face amount of $3,325,000 which accrues interest at the rate of 10% per annum. The note has an Original Issue Discount (OID) of $300,000. The Note and any interest thereon is convertible at a fixed rate of $0.45 per share of common stock or after 12 months, at a variable conversion rate, the “redemption conversion price” at the lower of the fixed rate of $.45 per share, or a discount to the market price as defined in the Note. The Note is comprised of three (3) tranches (each, a “Tranche”), consisting of (i) an Initial Tranche in an amount equal to $1,125,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the ‘‘Initial Tranche”), and (ii) two (2) additional Tranches, one (l) in the amount of $500,000.00, and one (l) in the amount of $1,650,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. • $1,125,000 was received on 2/17/2019 • $99,555 is the accrued interest in 2019 • $112,500 is the accrued interest in 2020

MANAGEMENT ASSERTIONS ON COURT

MANAGEMENT ASSERTIONS ON COURT CASES	12 Months Ended
	Dec. 31, 2020
MANAGEMENT ASSERTIONS ON COURT CASES
NOTE 13 - MANAGEMENT ASSERTIONS ON COURT CASES	General Litigation First Capital Venture Co. v. Thunder Energies Corporation, f/k/a Thunder Fusion Corporation, CCJ ACQUISITION CORP d/b/a the Hemplug, the Hemplug, LLC, Nature Consulting, LLC, et al., Case No. CACE 20-019111. On November 3, 2020, First Capital Venture d/b/a Diamond CBD, Ltd., filed its 5-count verified Complaint seeking injunctive and declaratory relief as well as damages against Defendants. Specifically, the verified Complaint alleges the Defendants violated Florida’s Uniform Trade Secrets Act as well as allegations that the Defendants tortiously interfered with a contractual or business relationship of First Capital Venture. On February 17, 2021, Defendants filed their answer and affirmative defenses. On March 5, 2021, First Capital Venture filed its Motion for Order to Show Cause in which it seeks sanctions for Defendants’ failure to comply with the Court’s Order compelling Defendants to provide responses to Plaintiff’s discovery requests. At a hearing on March 29, 2021, the judge deferred ruling on First Capital Venture’s Motion for Order to Show Cause. Immediately following the Show Cause Hearing, the Defendants filed response to Plaintiff’s Motion for Order to Show Cause and the Plaintiff filed a memorandum in support. Prior to the Motion for Order to Show Cause, on February 17, 2021, Defendants furnished a request for production of documents to Plaintiff. Within the time prescribed by the Florida Rules of Civil Procedure to respond to the Defendants’ request for production, Plaintiff filed a motion for extension of time to respond to the request for production of documents on March 16, 2021. Defendants filed a motion to compel the responses for the Defendants’ Request for Production of Documents to Plaintiffs, however, there is no pending Order compelling the Plaintiff to provide the discovery as of the date of this report. On April 28, 2021, the Judge signed an Order which compelled the Defendants, Yogev Shvo and Orel Ben Simon, before the Honorable Court to show cause as to why the Defendants should not be held in contempt of Court for failure to properly respond to outstanding discovery. On May 10, 2021, a special set hearing occurred in which the Judge deferred ruling on the Motion for Order to Show Cause. The case remains ongoing. Therefore, on May 14, 2021, First Capital Venture Co., filed an eight-count complaint against T1 Payments, LLC, Donald Kasdon and Does 1 through 10, in District Court, Clark County, Nevada, under case number: A-21-834626-B. The 8-count Complaint against the previous merchant processor seeks the return of $649,311.73 being held by the merchant processor and seeks damages related to this processor ceasing to accept MasterCard payments from the Company’s customers for the purchase of the Company’s products. The Company is seeking declaratory relief as well as damages against the Defendants. Specifically, the Complaint alleged the Defendants breached the contract between the parties, fraud, conversion and unjust enrichment. To help expediate the litigation of this case, Company’s counsel sought a more specialized type of proceeding by requesting the matter be heard in business court. The Company is continuing to work with counsel in California and Nevada to resolve this matter. Dr. Bomi Joseph v. PotNetwork Holdings, Inc. et al, Potter v. PotNetwork Holdings, Inc., Diamond CBD, and First Capital Venture Co., Viral Vapes, LLC, v. CBD, LLC, PotNetwork Holdings Inc. Convertible Promissory Note Litigation Matters In addition to the above, PotNetwork Holdings Inc. has been involved in the following legal proceedings, each since dismissed as the result of a respective settlement agreement or each in renewed settlement negotiations, and each of which is specific to each plaintiff suing the Company based upon the convertibility of a promissory note. In each case the Company had contested the validity of the request for conversion of shares pursuant to each such note (each referred to as a “Note”). The following are the case references to each case filed by each of the plaintiffs (collectively, the “Plaintiffs”): • Mammoth West Corporation v PotNetwork Holdings Inc., Case No. 17 CH 778, 19th Circuit Court of Lake County, IL. Filed May 26, 2017. • Southridge Partners II Limited Partnership vs. SND Auto Group, Inc., Case No. 3:17-cv-01925 US District Court for the District of Connecticut, filed January 5, 2018. • J. P. Carey Limited Partners, L.P. v. PotNetwork Holdings, Inc., Case No.3:18-CV-00873-WWE, US District Court for the District of Connecticut, filed May 24, 2018. Each Plaintiff had filed a civil complaint with regard to their rights to convert a specific Note. In each case, the Note was issued not by the Company, but by its predecessor issuer, SND Auto Company Inc. (which predecessor issuer had changed its name before changing it back to SND Auto Group, Inc.). Each Note was issued by SND Auto Company Inc., respectively on June 13, 2016 to Mammoth West Corporation and on July 18, 2016 to Southridge Partners II Limited Partnership, for money paid to SND Auto Company Inc., at a time when SND Auto Company Inc. was the public entity, with sole operations in the automotive industry. (Plaintiff, J. P. Carey Limited Partners, L.P., on March 1, 2018, was a subsequent purchaser of a portion of the Southridge Partners II Limited Partnership Note and conversion rights connected to the amount purchased, which it then attempted to convert on the pre-reorganization terms and conditions of the Note, as more fully defined below.) Subsequent to the issuance of the Notes, on March 14, 2017, SND Auto Company Inc. had engaged in a holding company reorganization whereby SND Auto Company Inc., became a subsidiary of the public entity. The holding company reorganization was an express condition of a private company, First Capital Venture Holdings Co., whose acquisition was the principal reason for the reorganization. Each Plaintiff had sought to convert into shares of the post reorganization Company, at a conversion price of a fraction of a penny per share, based on SND Auto Group, Inc.’s share price prior to the reorganization. The Company disputed the conversion amounts presented by the Plaintiffs The relief that had been sought by each Plaintiff in each case is as follows: • Mammoth West Corporation: Issuance of the shares per each of its conversion notices per the original terms of its Note, reasonable attorneys’ fees and reimbursement of court costs, and such other and further relief as the court deems appropriate. • Southridge Partners II Limited Partnership: Damages of at least $743,150, interest, punitive damages, a mandatory injunction seeking specific performance, reasonable attorneys’ fees and reimbursement of court costs, and such other and further relief as the court deems appropriate. • J. P. Carey Limited Partners, L.P.; Damages of at least $573,890, interest, punitive damages, a mandatory injunction seeking specific performance, reasonable attorneys’ fees and reimbursement of court costs, and such other and further relief as the court deems appropriate. On August 27, 2020, the Court dismissed the case brought by Southridge Partners II Limited Partnership for failing to obtain counsel to prosecute the case after the Court’s order to do so. Southridge subsequently sought to refile its claim. On January 21, 2021, the Company and Southridge Partners II Limited Partnership came to a settlement, whereby the Company agreed to issue 38 million shares of the Company’s common stock, valued at $296,400, to an affiliate of Southridge Partners II Limited Partnership, Livingston Asset Management, LLC, subject to certain leak out provisions. The case subsequently was dismissed. However, on July 20, 2021, Southridge Partners II Limited Partnership, and Livingston Asset Management, LLC filed a new complaint in the 17 th On October 22, 2020, the Company entered into a settlement agreement with Mammoth Corporation subject to a court approval per a 3(a)10 fairness hearing. On December 11, 2020, the fairness hearing was conducted by the Circuit Court for the Nineteenth Judicial Circuit, Lake County, Illinois, Civil Action No. 17 CH 778. As a result of the court’s approval of the settlement agreement, on December 24, 2020, the Company issued 28,000,000 common shares to Mammoth West Corporation, valued at $315,420, for all indebtedness owed. The case has subsequently been dismissed.

SETTLEMENT BY SHARE ISSUANCE

SETTLEMENT BY SHARE ISSUANCE	12 Months Ended
	Dec. 31, 2020
SETTLEMENT BY SHARE ISSUANCE
NOTE 14 - SETTLEMENT BY SHARE ISSUANCE	• On February 6, 2020 the Company issued 27,000,000 common shares to a note holder upon the conversion of $81,000 of indebtedness owed. The common stock issued in the transaction were issued pursuant to the exemption for registration contained in Section 4(a)(2) of the Securities Act of 1933. • On July 8, 2020 the Company issued 24,000,000 common shares to a note holder upon the conversion of $72,000 of indebtedness owed. The common stock issued in the transaction were issued pursuant to the exemption for registration contained in Section 4(a)(2) of the Securities Act of 1933. • On August 20, 2020, the Company issued 28,000,000 common shares to J.P. Carey Limited Partners, L.P., a note holder, under the terms and conditions of a settlement agreement, dated August 15, 2020 for all indebtedness owed. The value of the stock issued under the settlement, $379,628, has been booked in 2020 as a nonrecurring extraordinary expense for accounting purposes. • On October 1, 2020, the Company issued 8,854,782 common shares to a note holder upon the conversion of $75,000 of indebtedness owed. The common stock issued in the transaction were issued pursuant to the exemption for registration contained in Section 4(a)(2) of the Securities Act of 1933. • On November 23, 2020, the Company issued 19,569,479 common shares to a note holder upon the conversion of $100,000 of indebtedness owed. The common stock issued in the transaction were issued pursuant to the exemption for registration contained in Section 4(a)(2) of the Securities Act of 1933. • On December 24, 2020, the Company issued 28,000,000 common shares to Mammoth West Corporation, a note holder, under the terms and conditions of a settlement agreement, dated October 22, 2020 for all indebtedness owed, which settlement was approved on December 11, 2020, by the Circuit Court for th Nineteenth Judicial Circuit, Lake County, Illinois, in Civil Action No. 17 CH 778 following a 3(a) 10 fairness hearing. The value of the stock issued under the settlement, $315,420, has been booked in 2020 as a nonrecurring extraordinary expense for accounting purposes.

IMPAIRMENT LOSS ONE-TIME, NON-R

IMPAIRMENT LOSS ONE-TIME, NON-RECURRING	12 Months Ended
	Dec. 31, 2020
IMPAIRMENT LOSS ONE-TIME, NON-RECURRING
NOTE 15 - IMPAIRMENT LOSS [ONE-TIME, NON-RECURRING]	As of December 31, 2020, the remaining balance of advances paid to the Drop Shipper was $3,012,449. This remaining balance is unadjusted for: (a) losses incurred in the value of the inventory held by the drop shipper and therefore in the value of the deposit by the Company, in connected to the Covid-19 pandemic, which disrupted reseller sales and caused a decline in consumer demand, wherein such decline rendered some inventory unsalable due to limitations on shelf-life. In addition, the decline in sales caused some products to be discontinued due to their obsolescence. (b) amounts included in the asset which were misallocated which should have been either charged to other categories of accounts or allocated to other categories of business expense. As a result, as of the date of this report the Company is in the process of quantifying the amount of the adjustments required by these factors, and at this time is deducting the full value of this asset, $3,012,449, from its balance sheet as an “impairment” until such time as a full assessment of this asset is completed internally to determine the correct value for this asset on December 31, 2020.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS
NOTE 16 - SUBSEQUENT EVENTS	In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through May 19, 2021, the date on which these consolidated financial statements were available to be issued. There was material subsequent events that required recognition or additional disclosure in these consolidated financial statements as follows: · On January 13, 2021, the Company issued 35,714,286 common shares to a noteholder upon the conversion of $125,000 of indebtedness owed. The common stock issued in the transaction were issued pursuant to the exemption for registration contained in Section 4(a)(2) of the Securities Act of 1933. · On February 10, 2021, the Company issued 38,000,000 common shares to an affiliate, Livingston Asset Management, LLC, of a note holder, Southridge Partners II Limited Partnership, under the terms and conditions of a settlement agreement, dated January 21,2021 for all indebtedness owed. The value of the stock issued under the settlement, $296,400, will be booked in 2021 as a nonrecurring extraordinary expense for accounting purposes. · On March 10, 2021, the Company received from the SBA, the sum of $115,049 under the Paycheck Protection Program, which is a loan and not repayable provided the lending bank certifies the forgiveness prior to maturity which is two years from making. Interest rate on the loan is 1.0000%. · On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency connected to the COVID-19 strain of coronavirus and the global risks from the virus’ spread. In March 2020, WHO classified the outbreak as a global pandemic. Beginning in February 2020, the continental United States became one of several global epicenters of the pandemic, as the virus and its multiple variants spread state-to-state. As of the date of this Report the pandemic continues. Within the United States, the pandemic’s economic impact has been severe, forcing the shuttering of businesses and shifts in both business and consumer behavior. As such, at this time, the Company cannot forecast the full magnitude that the pandemic will have in 2021 on its industry, suppliers, workforce, financial condition, liquidity, and results of operations. Nor can the Company forecast the pandemic’s impact on its results of operations for the fiscal year ending December 31, 2021. Management continues to monitor the situation and is working to adjust the business’s operations daily. · In an email dated Thursday, Aug 26, 2021, TD bank conveyed to the Company that the Paycheck Protection Program loan, in principal value of $138,404, made on 3/5/2020 had been forgiven by the SBA.

GENERAL ADMIN EXPENSES

GENERAL ADMIN EXPENSES	12 Months Ended
	Dec. 31, 2020
GENERAL ADMIN EXPENSES
NOTE 17 - GENERAL & ADMIN EXPENSES (DETAILS)	Year Ended Year Ended Dec. 31, 2020 Dec. 31, 2019 Admin Exp Bank Charges $ 7,774.90 $ 15,263.44 Dues & Subscriptions $ 5,285.55 $ 73,278.45 Insurance $ 37,019.40 $ 35,869.46 Legal & Professional $ 346,268.85 $ 612,809.13 Office Supplies & Software $ 67,660.72 $ 22,921.54 Other Expenses $ 2,870.55 $ 1,408.43 Payroll Expenses $ 890,541.23 $ 937,970.22 Repairs & Maintenance $ 419.23 $ 1,199.41 Taxes & License $ 5,679.60 Telephone $ 39,534.89 $ 68,269.13 Training $ 828.30 Utilities $ 2,001.00 $ 22,850.57 $ 1,405,884 $ 1,791,840

CRITICAL AUDIT MATTERS

CRITICAL AUDIT MATTERS	12 Months Ended
	Dec. 31, 2020
CRITICAL AUDIT MATTERS
NOTE 18 - CRITICAL AUDIT MATTERS	· During 2020, the Company incurred a non-recurring impairment Loss due to the write-off of advances prepaid in 2019 to the Drop Shipper. The Company has stated that there are two reasons for said impairment: (i) some amounts included in this asset were misallocated and should have been either charged to other categories of accounts or allocated to other categories of business expense; and (ii) during 2020 in connected to the Covid-19 pandemic, the Company incurred losses in the value of the inventory held by the Drop Shipper and therefore in the value of the deposit by the Company. As a result, as of the date of this report the Company is in the process of quantifying the amount of adjustments required by these items, and at this time is deducting the full value of this asset from its balance sheet and income statement as an “impairment” as of December 31, 2020.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATIONS	The statements were prepared following generally accepted accounting principles of the United States of America which were consistently applied.
USE OF ESTIMATES	Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
REVENUE RECOGNITION DIAMOND CBD BUSINESS	Revenue from the sale of goods is measured at fair value of the consideration received or receivable and is recognized in the statement of comprehensive income of the Company when significant risks and rewards of the ownership of the goods have been transferred to the buyers. The Company applies the five-step model of revenue recognition under ASC 606 to the sales orders in the e-commerce platform. The following describes the Company’s process per each step (1-5) of ASC606: Step 1: “Identify the contract with a customer”. A. The Company’s ecommerce website is making the offer to the customer. B. The customer chooses the product(s) and quantities of each. C. The customer enters its credit card information. D. The contract between the company and the customer is concluded when the authorization is taken via the merchant account which processes the credit card payment. Step 2: “Identify the performance obligations in the contract”. The Company ships the merchandise and subsequently records the customer payment. Step 3: “Determine the transaction price”. The website states each product’s regular price, and applicable sale price which is the amount that the customer pays the Company. Step 4: “Allocate the transaction price to the performance obligations in the contract”. The Company’s e-commerce platform applies any quantity discount or other discount offered by the Company, automatically. Step 5: “Recognize revenue when the entity satisfies a performance obligation”. The Company records the sale upon the order’s shipping, identified by a tracking number.
CASH AND CASH EQUIVALENTS	Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition and the balance cash in hand and the balance in bank accounts.
ACCOUNTS RECEIVABLE	Accounts Receivable (AR) is the payment which the Company will receive from its customers who have purchased its goods and services in the last month of the year and on credit terms. Usually the credit period is short, approximately a few days.
ASSESSMENT OF COLLECTABILITY	o Receivable’s supervisor is authorized to collect delinquent accounts o The Chief Financial Officer has the authority to assign accounts to a third party for collection o Recording of Accounts Receivable: All amounts due on physical delivery of the merchandise from the drop shipper, must be promptly recorded as an accounts receivable. Each account receivable must be recorded and maintained until payment is received or the recorded amount is written off or extinguished. o An adequate provision for doubtful accounts must be established. When all reasonable efforts fail to collect an account receivable and it has been approved for write off, the related provision for doubtful accounts should be reduced. o Control and Subsidiary Accounts: The accounting system incorporates control accounts, where applicable, to ensure the completeness and accuracy of individual accounts. The Receivables supervisor must maintain subsidiary accounts for individual debtors in a manner that discloses, at a given point in time, the aggregate amount owed by each debtor as well as individual amounts making up the aggregate amount. Monthly, the subsidiary accounts for each accounts receivable must be reconciled with the control account. o Checks that are returned from the bank as non-negotiable are assessed a returned check charge. If there are two checks returned from the same customer within a month, no further checks will be accepted from the customer unless the checkss are certified, until there is an acceptable payment history for a further one-year period. o Statements to Debtors: Statements must be issued to debtors, on a monthly basis, providing meaningful and concise information on the status of their debts. o Accounts receivable are considered overdue when a debtor does not pay or resolve the debt within 30 days from the invoice date or a written request for payment to the debtor. o All actions taken to collect overdue accounts must be documented. o If there is no response after the initial contact at the 30-day point (within a 30-day period – 60 days from date of invoice), accounts will be forwarded to Chief Financial Officer to take prompt and vigorous action to collect overdue accounts receivable. o Accounts receivable, in most cases, should be at least 30 days overdue (i.e., 60 days after invoice notification), before staff advises debtors that their accounts are overdue and that the accounts may be: • turned over to a private collection agency; • subject to legal action • credit privileges will be revoked; and/or account may be suspended.
PREPAID EXPENSES	Prepaid expenses are future expenses that have been paid in advance. In other words, prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. The Company’s prepaid expenses is mostly advance payment to the drop shipper
PROPERTY AND EQUIPMENT	As on the date of the financial statements, the Company does not own any property or equipment. Property and equipment are stated at the written-down value 9that is, after deducting depreciation from the cost0. This Company adapted the depreciation rates as provided in IRS publications, using the Modified Accelerated Cost Recovery System (MACRS). Computers and office equipment are considered as 5-year property. Office furniture and fixtures are 7-year property in MACRS and apply the 200% declining balance method over a GDS recovery period. Wherever possible, section 179 depreciation is also applied. However, the accumulated depreciation shall not exceed the actual cost at any point of time. As on the date of the financial statements, the Company does not hold any assets.
INTANGIBLE ASSETS	o Initial Measurement: o Subsequent Measurement: • ASC 350 requires capitalizing any money spent on product development and product improvement. During the current year, money spent on product development is very little and is not significant.
FINANCIAL INSTRUMENTS	For certain of the Company’s financial instruments, including cash, accrued expenses and short-term debt, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority; Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability; Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and less observable and thus have the lowest priority.
INVESTMENTS IN SUBSIDIARIES	The entire amount of current year profit (loss) is attributable to the business generated by First Capital Venture Co., and its wholly owned subsidiary, CBD, LLC d/b/a Diamond CBD. As required under ASC 810, consolidated accounts are presented in this financial statement.
REDEMPTION RIGHT	In 2017, the Company signed convertible promissory notes for $1,200,000. The convertible notes have a redemption right, which reads as, “Notwithstanding any provision contained herein to the contrary including the conversion rights as set forth in this section, the Company shall be entitled, at any time prior to the expiration of five days from any notice of conversion, to repay this Note in full, plus interest, minus the credit accorded from prior payments, including from prior conversions, and avoid any further Note conversion and thus avoid the issuance of any additional shares of PotNetwork Holdings, Inc.” By this clause, no derivative liability exists. Further, these convertible promissory notes are exchanged for a Common Stock Purchase Warrant, as mentioned supra.

DEFERRED TAX COMPUTATION (Table

DEFERRED TAX COMPUTATION (Tables)	12 Months Ended
	Dec. 31, 2020
DEFERRED TAX COMPUTATION (Tables)
Schedule Of Deferred Tax Asset And Liabilities	31 st 31 st Deferred tax assets: Net operating loss carryovers $ 10,989,604 $ 5,404,935 Stock-based compensation - - Other temporary differences - - Total deferred tax assets 10,989,604 5,404,935 Valuation allowance (10,989,604 ) (5,404,935 ) Net deferred tax asset $ - $ -

LONG TERM LOAN FROM THIRD PAR_2

LONG TERM LOAN FROM THIRD PARTIES (Tables)	12 Months Ended
	Dec. 31, 2020
SBA LOANS
Schedule of Loan	As on 8% interest As on 8% interest Settled As on Loan Date Loan 1/1/2019 for 2019 12/31/2019 for 2020 in 2020 12/31/2020 7/1/2016 $ 25,000 $ 30,000 $ 2,000 $ 32,000 $ 2,228 $ (11,400 ) $ 18,372 7/1/2016 $ 7,000 $ 8,400 $ 560 $ 8,960 $ 420 $ (9,380 ) $ 0 $ 32,000 $ 38,400 $ 2,560 $ 40,960 $ 2,648 $ (20,780 ) $ 18,372

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2020
NOTES PAYABLE
Schedule of interest waived	Year Interest Waived 2017 $ 7,318 2018 4,351 2019 4,770 2020 4,764
Schedule of conversion of notes in commom stock	Quantity of Shares Conversion Price Amount Converted August 13, 2014 161,127,812 0.00032 $ 51,561 April 4, 2016 2,750,000 0.004 11,000 August 2, 2016 4,500,000 0.0012 5,400 November 8, 2016 2,500,000 0.00152 3,800 December 22, 2016 10,000,000 0.00088 8,800 July 5, 2017 42,000,000 0.003 126,000 September 27, 2017 40,000,000 0.003 120,000 February 2, 2018 25,000,000 0.003 75,000 May 29, 2018 25,000,000 0.003 75,000 June 5, 2018 25,000,000 0.003 75,000 December 4, 2018 1,550,000 0.003 4,650 December 14, 2018 6,000,000 0.003 18,000 December 20, 2018 12,333,334 0.003 37,000 April 17, 2019 46,050,000 0.003 138,150 June 26, 2019 26,000,000 0.003 78,000 February 2, 2020 27,000,000 0.003 92,529 July 8, 2020 24,000,000 0.003 82,248

GENERAL ADMIN EXPENSES (Tables)

GENERAL ADMIN EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2020
GOING CONCERN
Schedule of general expenses	Year Ended Year Ended Dec. 31, 2020 Dec. 31, 2019 Admin Exp Bank Charges $ 7,774.90 $ 15,263.44 Dues & Subscriptions $ 5,285.55 $ 73,278.45 Insurance $ 37,019.40 $ 35,869.46 Legal & Professional $ 346,268.85 $ 612,809.13 Office Supplies & Software $ 67,660.72 $ 22,921.54 Other Expenses $ 2,870.55 $ 1,408.43 Payroll Expenses $ 890,541.23 $ 937,970.22 Repairs & Maintenance $ 419.23 $ 1,199.41 Taxes & License $ 5,679.60 Telephone $ 39,534.89 $ 68,269.13 Training $ 828.30 Utilities $ 2,001.00 $ 22,850.57 $ 1,405,884 $ 1,791,840

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)
Redemption Right [Member]
Convertible promissory notes	$ 1,200,000
Property and Equipment [Member]
Computers and office equipment	5 years
Office furniture and fixtures	7 years
Depreciation rate	200.00%

DEFERRED TAX COMPUTATION (Detai

DEFERRED TAX COMPUTATION (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
DEFERRED TAX COMPUTATION
Net operating loss carryovers	$ 10,989,604	$ 5,404,935
Stock-based compensation	0	0
Other temporary differences	0	0
Total deferred tax assets	10,989,604	5,404,935
Valuation allowance	(10,989,604)	(5,404,935)
Net deferred tax asset	$ 0	$ 0

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
CAPITAL STOCK (Details Narrative)
Common stock shares, authorized	1,500,000,000	1,500,000,000
Common stock shares, par value	$ .00001	$ .00001
Common stock shares, issued	836,260,638	700,836,384
Common stock shares, outstanding	836,260,638	700,836,384
Preferred stock shares, authorized	50,000	50,000
Preferred stock shares, par value	$ .00001	$ .00001
Preferred stock shares, issued	34,289	34,289
Preferred stock shares, outstanding	34,289	34,289

LONG TERM LOAN FROM THIRD PAR_3

LONG TERM LOAN FROM THIRD PARTIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
B [Member] | 7/1/2016 [Member]
8% Interest	$ 420	$ 560
8% Interest amount	0	8,960
Settled	(9,380)
Loan		7,000
Loan amount		8,400
Total [Member]
8% Interest	2,648	2,560
8% Interest amount	18,372	40,690
Settled	(20,780)
Loan		32,000
Loan amount		38,400
A [Member] | 7/1/2016 [Member]
8% Interest	2,228	2,000
8% Interest amount	18,372	32,000
Settled	$ (11,400)
Loan		25,000
Loan amount		$ 30,000

SHORT TERM LOANS (Details Narra

SHORT TERM LOANS (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)
SHORT TERM LOANS (Details Narrative)
Issue date	Jan. 9, 2020
Terms	12 months
Interest payable	$ 289,342
Maturity date for short-term loan	Jan. 27, 2021

SBA LOANS (Details Narrative)

SBA LOANS (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)
Issue date	Jan. 9, 2020
Terms	12 months
Small Business Administration ("SBA") Loan [Member] | Paycheck Protection Program [Member]
Principal value	$ 138,404
Accrues interest	1.00%
Issue date	Mar. 5, 2020
Terms	2 years
Small Business Administration ("SBA") Loan [Member] | Economic Injury Disaster Loan [Member]
Principal value	$ 150,000
Accrues interest	3.75%
Issue date	Jun. 18, 2020
Terms	30 years
Installment payments, including principal and interest	$ 731

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
SHORT TERM LOANS
Interest Waived	$ 4,764	$ 4,770	$ 4,351	$ 7,318

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1)	12 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
August 20, 2020 [Member]
Amount Converted | $	$ 82,248
Quantity of Shares | shares	24,000,000
Conversion Price | $ / shares	$ 0.003
July 8, 2020 [Member]
Amount Converted | $	$ 82,248
Quantity of Shares | shares	24,000,000
Conversion Price | $ / shares	$ 0.003
February 2, 2020 [Member]
Amount Converted | $	$ 92,529
Quantity of Shares | shares	27,000,000
Conversion Price | $ / shares	$ 0.003
May 29, 2018 [Member]
Amount Converted | $	$ 75,000
Quantity of Shares | shares	25,000,000
Conversion Price | $ / shares	$ 0.003
June 5, 2018 [Member]
Amount Converted | $	$ 75,000
Quantity of Shares | shares	25,000,000
Conversion Price | $ / shares	$ 0.003
December 4, 2018 [Member]
Amount Converted | $	$ 4,650
Quantity of Shares | shares	1,550,000
Conversion Price | $ / shares	$ 0.003
December 14, 2018 [Member]
Amount Converted | $	$ 18,000
Quantity of Shares | shares	6,000,000
Conversion Price | $ / shares	$ 0.003
December 20, 2018 [Member]
Amount Converted | $	$ 37,000
Quantity of Shares | shares	12,333,334
Conversion Price | $ / shares	$ 0.003
April 17, 2019 [Member]
Amount Converted | $	$ 138,150
Quantity of Shares | shares	46,050,000
Conversion Price | $ / shares	$ 0.003
June 26, 2019 [Member]
Amount Converted | $	$ 78,000
Quantity of Shares | shares	26,000,000
Conversion Price | $ / shares	$ 0.003
December 22, 2016 [Member]
Amount Converted | $	$ 8,800
Quantity of Shares | shares	10,000,000
Conversion Price | $ / shares	$ 0.00088
July 5, 2017 [Member]
Amount Converted | $	$ 126,000
Quantity of Shares | shares	42,000,000
Conversion Price | $ / shares	$ 0.003
September 27, 2017 [Member]
Amount Converted | $	$ 120,000
Quantity of Shares | shares	40,000,000
Conversion Price | $ / shares	$ 0.003
February 2, 2018 [Member]
Amount Converted | $	$ 75,000
Quantity of Shares | shares	25,000,000
Conversion Price | $ / shares	$ 0.003
November 8, 2016 [Member]
Amount Converted | $	$ 3,800
Quantity of Shares | shares	2,500,000
Conversion Price | $ / shares	$ 0.00152
August 13, 2014 [Member]
Amount Converted | $	$ 51,561
Quantity of Shares | shares	161,127,812
Conversion Price | $ / shares	$ 0.00032
August 2, 2016 [Member]
Amount Converted | $	$ 5,400
Quantity of Shares | shares	4,500,000
Conversion Price | $ / shares	$ 0.0012
April 4, 2016 [Member]
Amount Converted | $	$ 11,000
Quantity of Shares | shares	2,750,000
Conversion Price | $ / shares	$ 0.004

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Feb. 08, 2019	Feb. 17, 2019	Dec. 18, 2018	Oct. 31, 2018	Oct. 25, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Converted into common stock						$ 174,777	$ 216,150	$ 284,650	$ 246,000
Amount received			$ 825,000	$ 1,400,000
Tranche Four [Member]
Accrued interest charges fees and costs					$ 1,100,000
Tranche One [Member]
Accrued interest charges fees and costs	$ 1,125,000				1,400,000
Tranche Two [Member]
Accrued interest charges fees and costs	500,000				1,375,000
Tranche Three [Member]
Accrued interest charges fees and costs	1,650,000				550,000
Illiad Research & Trading LP [Member]
Accrued interest						261,655	222,500	$ 18,410
Face amount	$ 3,325,000				$ 5,525,000
Fixed conversion rate	$ 0.45				$ 0.45
Accrues interest	10.00%				10.00%
Original issue discount	$ 300,000				$ 500,000
Illiad Research & Trading LP [Member] | Note issued [Member]
Amount received		$ 1,125,000
Accrued interest						$ 112,500	$ 99,555
Sign N Drive Auto Mall, Inc. [Member]
Fixed conversion rate						$ 0.003
Principal value						$ 1,850,000

MANAGEMENT ASSERTIONS ON COUR_2

MANAGEMENT ASSERTIONS ON COURT CASES (Details Narrative) - USD ($)	Oct. 22, 2020	Aug. 27, 2020	Aug. 17, 2020	Dec. 31, 2020	Apr. 22, 2020
Settlement, Descriptions				Pursuant to the settlement agreement the Company agreed to issue a $10 voucher to purported class members, pay the named plaintiff $5,000 and pay the law firms that brought the suit $200,000 in legal fees
Damages				$ 34,825
Southridge Partners II Limited [Member ] | SND Auto Group, Inc [Member ]
Damages				743,150
JP Carey Limited Partners [Member]
Damages				$ 573,890
Shares issued upon settlement		38,000,000	28,000,000
Share issued upon settlement, value		$ 296,400	$ 379,752
First Capital Venture Co. [Member]
Return amount of lawsuit					$ 649,312
Mammoth Corporation [Member]
Shares issued upon settlement	28,000,000
Share issued upon settlement, value	$ 315,420

SETTLEMENT BY SHARE ISSUANCE (D

SETTLEMENT BY SHARE ISSUANCE (Details Narrative) - USD ($)	Dec. 24, 2020	Nov. 23, 2020	Oct. 01, 2020	Aug. 20, 2020	Jul. 08, 2020	Feb. 06, 2020
CAPITAL STOCK (Details Narrative)
Common stock shares issued	28,000,000	19,569,479	8,854,782	28,000,000	24,000,000	27,000,000
Common stock shares issued upon conversion of indebtedness owed		$ 100,000	$ 75,000		$ 72,000	$ 81,000
Stock issued under the settlement nonrecurring extraordinary expense	$ 315,420			$ 379,628

IMPAIRMENT LOSS ONE-TIME, NON_2

IMPAIRMENT LOSS ONE-TIME, NON-RECURRING (Details Narrative)	Dec. 31, 2020USD ($)
GENERAL ADMIN EXPENSES
Advance paid to the related party	$ 3,012,449
Impairment of assets	$ 3,012,449

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Mar. 10, 2021	Aug. 26, 2021	Feb. 10, 2021	Jan. 13, 2021
Note Holder [Member]
Debt conversion, converted shares, indebtedness owed			38,000,000
Debt conversion, converted amount, indebtedness owed			$ 296,400
Note Holder 1 [Member]
Debt conversion, converted shares, indebtedness owed				37,714,286
Debt conversion, converted amount, indebtedness owed				$ 125,000
Paycheck Protection Program loan [Member]
Interest rate	100.00%
Loan	$ 115,049	$ 138,404

GENERAL ADMIN EXPENSES (Details

GENERAL ADMIN EXPENSES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
GENERAL ADMIN EXPENSES
Bank Charges	$ 7,775	$ 15,263
Dues & Subscriptions	5,286	73,278
Insurance	37,020	35,870
Legal & Professional	346,269	612,809
Office Supplies & Software	67,661	22,922
Other Expenses	2,871	1,408
Payroll Expenses	890,541	937,970
Repairs & Maintenance	419	1,200
Taxes & License	5,680	0
Telephone	39,535	68,269
Training	828	0
Utilities	2,001	22,851
Admin exp	$ 1,405,884	$ 1,791,840