Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56230 | |
Entity Registrant Name | KONA GOLD BEVERAGE, INC. | |
Entity Central Index Key | 0001802546 | |
Entity Tax Identification Number | 81-5175120 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 746 North Drive | |
Entity Address, Address Line Two | Suite A | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32934 | |
City Area Code | (844) | |
Local Phone Number | 714-2224 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | KGKG | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,573,544,060 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 296,792 | $ 703,825 |
Accounts receivable, net of allowance for doubtful accounts of $3,560 and $11,926, respectively | 94,129 | 15,993 |
Inventory, net of reserve for obsolescence of $150,000 and $150,000, respectively | 1,129,292 | 574,811 |
Prepaids | 11,365 | 278,707 |
Other current assets | 28,809 | 30,373 |
Total current assets | 1,560,387 | 1,603,709 |
NON-CURRENT ASSETS | ||
Property, plant and equipment, net | 345,424 | 348,037 |
Right-of-use asset, net | 917,745 | 966,955 |
Intangible property, net | 73,516 | 75,955 |
Deposits | 15,125 | 15,125 |
Total assets | 2,912,197 | 3,009,781 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,072,181 | 541,123 |
Accrued compensation | 279,583 | 329,583 |
Loans payable, net of discount of $132,781 and $0, respectively, current | 167,412 | 7,974 |
Notes payable - related parties, current | 177,500 | 6,000 |
Acquisition obligations, current | 56,776 | 60,000 |
Lease liabilities, current | 221,344 | 213,837 |
Convertible debt, net of discount of $1,057,437 and $2,150,067, respectively | 652,563 | 849,933 |
Derivative liability | 1,875,000 | 2,121,000 |
Total current liabilities | 4,502,359 | 4,129,450 |
NON-CURRENT LIABILITIES | ||
Notes payable - related parties, net of current | 1,352,651 | 1,525,651 |
Loan payable, net of current | 23,344 | 25,338 |
Acquisition obligations, net of current | 615,317 | 615,317 |
Lease liabilities, net of current | 780,532 | 838,883 |
Total liabilities | 7,274,203 | 7,134,639 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, $.00001 par value, 5,700,250 shares authorized, 988,000 and 988,000 issued and outstanding, respectively | 10 | 10 |
Common Stock, $.00001 par value, 2,500,000,000 authorized, 1,482,788,393 and 1,004,709,546, issued and outstanding, respectively | 14,828 | 10,047 |
Common stock issuable (170,000,000 and 170,000,000 shares) | 1,386,497 | 1,386,497 |
Additional paid-in capital | 14,098,394 | 10,778,761 |
Accumulated deficit | (19,861,735) | (16,300,173) |
Total stockholders’ deficit | (4,362,006) | (4,124,858) |
Total liabilities and stockholders’ deficit | $ 2,912,197 | $ 3,009,781 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Allowance for doubtful accounts | $ 3,560 | $ 11,926 | |
Inventory reserve | 150,000 | 150,000 | |
Debt Instrument, Unamortized Discount | [1] | $ 132,781 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Preferred Stock, Shares Authorized | 5,700,250 | ||
Preferred Stock, Shares Issued | 988,000 | 988,000 | |
Preferred Stock, Shares Outstanding | 988,000 | 988,000 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |
Common stock, shares issued | 1,482,788,393 | 1,004,709,546 | |
Common stock, shares outstanding | 1,482,788,393 | 1,004,709,546 | |
Common stock issuable, shares | 170,000,000 | 170,000,000 | |
Loans Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 132,781 | $ 0 | |
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 1,057,437 | $ 2,150,067 | |
[1] | On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 132,781 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
REVENUES, NET | $ 995,131 | $ 462,408 |
COST OF REVENUES | 849,876 | 313,920 |
Gross profit | 145,255 | 148,488 |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 939,336 | 568,980 |
LOSS FROM OPERATIONS | (794,081) | (420,492) |
OTHER INCOME / (EXPENSES) | ||
Interest expense | (430,895) | (37,339) |
Financing costs | (1,093,571) | |
Change in the fair value of derivative liability | (1,793,000) | (265,866) |
Loss on extinguishment of debt | (546,810) | |
Other income (expense) | 3,224 | (2,275) |
NET LOSS | $ (3,561,562) | $ (1,819,543) |
NET LOSS PER COMMON SHARE: | ||
Basic and diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||
Basic and diluted | 1,162,096,383 | 814,735,237 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Shares Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 7,863 | $ 10 | $ 1,386,497 | $ 5,028,012 | $ (9,280,036) | $ (2,857,654) |
Beginning balance, shares at Dec. 31, 2020 | 786,308,041 | 988,140 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 304 | 613,505 | 613,809 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 30,418,798 | |||||
Net loss | (1,819,543) | (1,819,543) | ||||
Common stock issued for acquisition | $ 90 | 270,810 | 270,900 | |||
Common stock issued for acquisition, shares | 9,000,000 | |||||
Warrants related to convertible notes | 1,052,571 | 1,052,571 | ||||
Ending balance, value at Mar. 31, 2021 | $ 8,257 | $ 10 | $ 1,386,497 | 6,964,898 | (11,099,579) | (2,739,917) |
Ending balance, shares at Mar. 31, 2021 | 825,726,839 | 988,140 | 170,000,000 | |||
Beginning balance, value at Dec. 31, 2020 | $ 7,863 | $ 10 | $ 1,386,497 | 5,028,012 | (9,280,036) | (2,857,654) |
Beginning balance, shares at Dec. 31, 2020 | 786,308,041 | 988,140 | 170,000,000 | |||
Ending balance, value at Dec. 31, 2021 | $ 10,047 | $ 10 | $ 1,386,497 | 10,778,761 | (16,300,173) | (4,124,858) |
Ending balance, shares at Dec. 31, 2021 | 1,004,709,546 | 988,000 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 4,531 | 3,184,883 | 3,189,414 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 453,078,847 | |||||
Common stock issued with note payable received as debt discount | $ 250 | 134,750 | 135,000 | |||
Common stock issued with note payable received as debt discount, shares | 25,000,000 | |||||
Net loss | (3,561,562) | (3,561,562) | ||||
Ending balance, value at Mar. 31, 2022 | $ 14,828 | $ 10 | $ 1,386,497 | $ 14,098,394 | $ (19,861,735) | $ (4,362,006) |
Ending balance, shares at Mar. 31, 2022 | 1,482,788,393 | 988,000 | 170,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
CASH USED IN OPERATING ACTIVITIES: | |||
Net loss | $ (3,561,562) | $ (1,819,543) | |
Adjustments to reconcile net loss to net cash provided by operations: | |||
Depreciation and amortization | 23,744 | 9,907 | |
Right-of-use asset | 49,210 | 37,023 | |
Amortization of debt discount | 367,845 | ||
Amortization of intangible assets | 2,439 | ||
Change in allowance for doubtful accounts | (8,366) | ||
Loss on extinguishment of debt | 546,810 | ||
Loss on change in the fair value of derivative liabilities | 1,793,000 | ||
Interest expense related to warrants on convertible debt | 1,052,571 | ||
Common stock issued for acquisition | 270,900 | ||
Changes in operating assets and liabilities: | |||
Decrease (increase) in accounts receivable | (69,770) | (122,184) | |
Decrease (increase) in inventory | (554,481) | (201,148) | |
Decrease (increase) in prepaids | 267,342 | ||
Decrease (increase) in other current assets | 1,564 | (1,946) | |
Increase (decrease) in accounts payable and accrued expenses | 571,666 | 59,730 | |
Increase (decrease) in accrued compensation | (50,000) | 61,458 | |
Increase (decrease) in derivative liability | 265,866 | ||
Increase (decrease) in lease liability | (48,945) | (37,023) | |
Net cash used in operating activities | (669,504) | (424,389) | |
CASH USED IN INVESTING ACTIVITIES: | |||
Purchase of property, plant and equipment | (21,131) | (20,265) | |
Changes in goodwill | (1,275,938) | ||
Changes in intellectual property | (9,953) | ||
Net cash used in investing activities | (21,131) | (1,306,156) | |
CASH PROVIDED BY FINANCING ACTIVITIES: | |||
Changes in line of credit - related party | (1,500) | (3,000) | |
Changes in acquisition obligations | (3,224) | 642,284 | |
Principal repayments of finance lease obligation | (1,899) | ||
Proceeds from note payable | 292,219 | ||
Payments of note payable | (1,994) | ||
Proceeds from convertible debentures payable, net of expenses | 913,809 | ||
Proceeds from PPP notes payable | 117,487 | ||
Net cash provided by financing activities | 283,602 | 1,670,578 | |
Net cash increase for period | (407,033) | (59,967) | |
Cash at beginning of period | 703,825 | 113,168 | $ 113,168 |
Cash at end of period | 296,792 | 53,201 | $ 703,825 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes | |||
Cash paid for interest | 130 | 17,205 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Common shares issued as debt discount on note payable | 135,000 | ||
Common shares issued on conversion of debentures and accrued interest | $ 3,189,414 |
BASIS OF PRESENTATION AND LIQUI
BASIS OF PRESENTATION AND LIQUIDITY | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND LIQUIDITY | NOTE 1 – BASIS OF PRESENTATION AND LIQUIDITY The accompanying interim condensed consolidated financial statements of Kona Gold Beverages, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at March 31, 2022, and the results of operations and cash flows for the three months ended March 31, 2022, and 2021. The balance sheet as of December 31, 2021, is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 13, 2022. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022. Effects of COVID-19 In January 2020, the WHO announced a global health emergency because of a new strain of coronavirus (known as COVID-19) that originated in Wuhan, China and generated significant risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in global exposure. The COVID-19 pandemic is disrupting businesses and affecting production and sales across a range of industries, as well as causing volatility in the financial markets. The extent of the impact of the COVID-19 pandemic on the Company’s consumer demand, sales, and financial performance will depend on certain developments, including, among other things, the duration and spread of the outbreak and the impact on the Company’s consumers and employees, all of which are uncertain and cannot be predicted. Management is actively monitoring this situation and potential impacts on our financial condition, liquidity, and results of operations. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the three months ended March 31, 2022, the Company recorded a net loss of $ 3,561,562 and used cash in operations of $ 669,504 and had a stockholders’ deficit of $ 4,362,006 as of that date. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At March 31, 2022, the Company had cash on hand in the amount of $ 296,792 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Sales are made to customers under terms allowing certain limited rights of return. The Company records an allowance and return for each quarter for 3 35,100 23,413 The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended March 31, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 189,952 $ 243,788 ( 22 )% Amazon and Walmart Marketplace 35,524 38,502 ( 8 )% Online Sales 10,971 18,204 ( 40 )% Retail 791,402 180,217 339 % Shipping 2,382 5,110 (53 )% Sales Returns and Allowances (35,100 ) (23,413 ) 50 % Net Revenues $ 995,131 $ 462,408 115 % The following table presents our net revenues by product lines for the period presented: Three Months Ended March 31, 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 62,892 $ 104,681 (40 )% CBD Energy Waters 14,472 20,080 (28 )% Lemonade Drinks 159,018 175,502 (9 )% Apparel 65 231 (72 )% Retail 791,402 180,217 339 % Shipping 2,382 5,110 (53 )% Sales returns and allowance (35,100 ) (23,413 ) 50 % Net Revenues $ 995,131 $ 462,408 115 % Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the period ended March 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES March 31, 2022 March 31, 2021 Warrants 170,000,000 70,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock - 140 Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 500,000,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 856,123,077 124,045,217 Total 1,695,611,077 964,533,357 Stock Compensation Expense The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 52,419 10,300 Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 Gross sales. 10 % of gross sales. During the three months ended March 31, 2021, the Company reported one customer represented 12 % of the Company’s gross sales. Accounts receivable. 10 % or more of its gross accounts receivable. As of December 31, 2021, the Company had accounts receivable from two customers that comprised 60 % of its gross accounts receivable. Co-Packers. Purchases from vendors. 27 12 10 29 16 11 10 Accounts payable. 14 20 14 12 11 Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY March 31, 2022 December 31, 2021 Raw materials $ 451,318 $ 70,592 Finished goods, net 677,974 504,219 Total $ 1,129,292 $ 574,811 At March 31, 2022 and December 31, 2021, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 150,000 150,000 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT March 31, December 31, Furniture and Fixtures $ 77,154 $ 75,070 Computers and Software 29,698 29,196 Machinery & Equipment 116,344 108,799 Vehicles 250,093 239,093 Total cost 473,289 452,158 Accumulated depreciation (127,865 ) (104,121 ) Property, plant and equipment, net $ 345,424 $ 348,037 Depreciation for the three months ended March 31, 2022 and 2021, was $ 23,744 9,907 |
ACQUISITION OF S AND S BEVERAGE
ACQUISITION OF S AND S BEVERAGE, INC | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF S AND S BEVERAGE, INC | NOTE 5 – ACQUISITION OF S AND S BEVERAGE, INC On January 21, 2021, the Company entered into an Agreement and Plan of Merger with S and S and its shareholders and acquired all of the capital stock of S and S. In consideration thereof, the Company issued to them an aggregate of nine million restricted shares of Kona Gold Beverage, Inc.’s common stock (the “Acquisition Stock”) 1,050,000 89,249 400,000 2.00 675,317 3,224 672,093 56,776 The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of S and S based on the historical financial statements of the Company and S and S. The unaudited pro forma statements of operations for the three months ended March 31, 2022 and 2021 give effect to the transaction as if it had occurred on January 1, 2021. Proforma information for the period ended March 31, 2021 has been omitted as the operations of S&S prior to the acquisition were de minimis. During the period ended March 31, 2022, revenue of $ 159,018 , loss from operations of $ 86,665 , and $ 83,441 of net loss was attributable to S and S. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET March 31, December 31, Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (24,024 ) (21,585 ) Total Intangible Assets, net of amortization $ 73,516 $ 75,955 During the three months ended March 31, 2022 and 2021, the Company recorded amortization expense of $ 2,439 2,247 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 (remaining) $ 7,315 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 73,516 |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable Related Parties | |
NOTES PAYABLE – RELATED PARTIES | NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY March 31, December 31, Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 125,500 125,500 Note payable – related party (c) 52,000 53,500 Total notes payable – related parties 1,530,151 1,531,651 Notes payable – related parties, current portion (177,500 ) (6,000 ) Notes payable – related parties, net of current portion $ 1,352,651 $ 1,525,651 (a) On April 4, 2019, the Company entered into a Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2023 1,352,651 1,369,651 (b) On August 29, 2019, the Company entered into a Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 200,000 3.75 August 29, 2022 125,500 125,500 (c) On February 19, 2019, the Company issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 1,500 52,000 4,500 At December 31, 2021, accrued interest on notes payable to related parties was $ 95,873 12,457 108,330 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes payable consists of the following at March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE March 31, December 31, Note payable (a) $ 31,318 $ 33,312 Note payable (b) 42,219 - Note payable (c) 250,000 - Less debt discount (c) (132,781 ) - Total notes payable, net 190,756 33,312 Notes payable, current portion (167,412 ) (7,974 ) Notes payable, net of current portion $ 23,344 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 1,553 31,759 7,974 (b) In April 2021, the Company entered into a Line of Credit Agreement with Wells Fargo Bank. The Line of Credit is personally guaranteed by Robert Clark, the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 42,000 11.50 42,219 (c) On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 132,781 At December 31, 2021, there was no 47 47 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2022 | |
Secured Convertible Debentures | |
SECURED CONVERTIBLE DEBENTURES | NOTE 9 – SECURED CONVERTIBLE DEBENTURES Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY March 31, December 31, YA II PN, Ltd. $ 1,710,000 $ 3,000,000 Less debt discount (1,057,437 ) (2,150,067 ) Secured debentures, net $ 652,563 $ 849,933 During the year ended December 31, 2021, the Company issued secured debentures to an otherwise unaffiliated third-party investor (the “Selling Stockholder”) in the aggregate of $ 4,500,000 0.03 the weighted average (among the principal of the debentures) of 76.7% of the lowest VWAP of the Company’s common stock during the 15 trading days immediately preceding the conversion date, whichever is lower 150 0.03 Fifty million of the warrants will expire on February 10, 2024 and 100,000,0000 of the warrants will expire on August 20, 2024. As a result of these issuances and grants, we incurred the following (a) derivative liability of $ 3,982,000 1,581,000 195,000 5,758,000 4,423,000 1,335,000 2,150,067 During the three months ended March 31, 2022, the Selling Stockholder converted principal of $ 1,290,000 40,608 1,330,608 453,078,847 3,189,414 1,330,608 649,004 3,189,414 2,039,000 546,810 As of December 31, 2021, the outstanding balance of the secured debentures amounted to $ 3,000,000 2,150,067 849,933 1,710,000 1,057,437 652,563 367,845 As of March 31, 2022, 856,123,077 At December 31, 2021, accrued interest on the convertible notes payable was $ 54,110 50,418 40,608 73,920 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. During fiscal year 2021, the Company issued convertible debentures, which, if converted into common stock, can potentially exceed the current number of available authorized shares of the Company (see Note 11). Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of March 31, 2022 and December 31, 2021, the derivative liabilities were valued using the Binomial pricing model and/or Black Scholes pricing model with the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY At March 31, Activity During At December 31, Stock Price $ 0.0076 $ .0068 $ 0.0052 Exercise Price $ 0.0041 $ .0028 $ 0.0039 Expected Life (Years) 0.49 0.62 0.74 Volatility 129 % 129 % 95 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 1.63 % 0.13 % 0.39 % Fair value: Conversion feature $ 1,875,000 $ 2,039,000 $ 2,121,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future. The derivative liability balance was $ 2,121,000 1,793,000 2,039,000 1,875,000 |
LEASE LIABILITIES
LEASE LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 11 – LEASE LIABILITIES The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the balance sheets. Operating Leases The Company leases approximately 4,500 five May 31, 2023 3,994 3 The Company leases a 30,000 63 August 1, 2026 10,200 2 The Company leases a 10,000 The lease is for a 62 7,261 1.5 Finance Leases On March 17, 2020, the Company entered into a lease agreement for equipment. The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025 676 During the three months ended March 31, 2022 and 2021, lease costs totaled $ 49,211 37,023 Our ROU asset balance was $ 966,955 49,211 917,745 As of December 31, 2021, lease liabilities totaled $ 1,052,720 25,481 1,027,239 1,899 48,944 1,001,875 23,581 978,294 221,344 780,532 As of March 31, 2022, the weighted average remaining lease terms for operating lease and finance lease are 4.26 3.0 10.00 2.09 Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES Years Ending December 31, Amount 2022 (remaining) $ 221,344 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 208,432 Total payments 1,235,921 Less: Amount representing interest (234,045 ) Present value of net minimum lease payments 1,001,876 Less: Current portion (221,344 ) Non-current portion $ 780,532 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Preferred Stock The Company’s issued and outstanding preferred stock, par value $ 0.00001 988,000 988,000 Series A Preferred Stock The Company had authorized 4,000,000 0.00001 Series B Preferred Stock The Company had authorized 1,200,000 0.00001 488,000 Series C Preferred Stock On July 8, 2020, the Company reduced the authorized number of Series C Preferred Stock from 3,300,000 250 0.00001 The Company also amended the terms of the Series C Preferred Stock. The holders of shares of the Series Preferred C Stock are now entitled to 2,000,000 votes for every share of our Series Preferred C Stock held. The holders of the Series Preferred C Stock are not entitled to receive dividends. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment will be made to the holders of any stock ranking junior to the Series C Preferred Stock, the holders of the Series C Preferred Stock will be entitled to be paid out of the Company’s assets an amount equal to $1.00 in the aggregate for all issued and outstanding shares of the Series C Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like with respect to such shares) (the “Preference Value”) The Company has authorized 250 shares, of Series C Preferred Stock of which 140 shares were issued and outstanding December 31, 2020. In July 2021 each share of the Series C Preferred Stock automatically converted into one share of Common Stock on the one-year anniversary of the issuance date. At March 31, 2022 and December 31, 2021, no shares of Series C Preferred Stock were issued and outstanding. Series D Preferred Stock The Company had authorized 500,000 0.00001 500,000 1,000 Common Stock The Company has authorized 2,500,000,000 1,482,788,393 1,004,709,546 Equity Transactions During the three months ended March 31, 2022, the Company issued an aggregate of 453,078,847 3,189,414 1,290,000 40,608 0.0030 During the three months ended March 31, 2022, and in connection with the issuance of the debenture, the Company issued to the lender 25,000,000 0.004 25,000,000 135,000 30,418,798 613,908 2,400,000 82,302 0.0201 During the three months ended March 31, 2021, the Company issued 9,000,000 270,900 Common Stock Issuable On August 12, 2015, the Company entered into an Employment Agreement with Robert Clark (the “Clark Employment Agreement”). On December 1, 2016, the Company entered into an Amendment to Employment Agreement (the “Clark Amendment”; and, together with the Clark Employment Agreement, the “Amended Clark Employment Agreement”). Pursuant to the terms of the Amendment Clark Employment Agreement, the Company agreed to issue, among other securities, 200,000,000 Immediately, Mr. Clark decided to defer receipt of 80,000,000 of such shares; thus leaving 120,000,000 shares of the Common Stock to be issued to him The 120,000,000 30,000,000 40,000,000 50,000,000 40,000,000 50,000,000 170,000,000 1,386,497 1,386,497 Summary of Warrants A summary of warrants for the three months ended March 31, 2022, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Warrants granted - - Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, March 31, 2022 170,000,000 $ 0.03 Balance exercisable, March 31, 2022 170,000,000 $ 0.03 Information relating to outstanding warrants at March 31, 2022, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING WARRANTS Outstanding Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.03 150,000,000 2.22 $ 0.03 150,000,000 $ 0.03 $ 0.05 20,000,000 1.12 $ 0.05 20,000,000 $ 0.05 170,000,000 2.09 $ 0.03 170,000,000 $ 0.03 Based on the fair market value of $ 0.0076 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company granted 1,000,000 0.0085 8,500 Subsequent to March 31, 2022, the Company issued an aggregate of 89,755,667 shares of Common Stock upon the conversion of $ 510,000 of principal, and $ 875 of accrued interest on its secured convertible debentures, at an average price of $ 0.0061 (see Note 9). Pursuant to a Securities Purchase Agreement dated May 2, 2022 (the “SPA”), the Company completed a private placement with an investor (the “Investor”) of a Secured Convertible Debenture (the “Debenture”) with an initial principal balance of $ 500,000 8,333,333 The transactions contemplated by the SPA were consummated on May 5, 2022. Upon the funding, the Company sold and issued the Debenture and granted the Warrant. Pursuant to the SPA, the purchase price for the Debenture was $ 500,000 25,000 4% 20,000 5,000 The Debenture is due 12 months from its issuance date and is secured by all of the Company’s assets and the assets of each of its subsidiaries pursuant to the Security and Guaranty Agreements. Initially, the Debenture is convertible into shares of Common Stock (the “Conversion Shares”) at the lower of (i) the fixed conversion price, which is $ 0.03 4.99% 6% At the Company’s option, it has the right to redeem, in part or in whole, the outstanding principal and interest under the Debenture prior to its maturity date; provided that 15% The Company also granted the Warrant to purchase up to an aggregate of the 8,333,333 three 0.03 The Warrant contains an adjustment provision that, subject to certain exceptions, reduces the exercise price if we issue shares of Common Stock or common stock equivalents at a price lower than the then-current exercise price of the Warrant. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will result in an equitable adjustment of the exercise price of the Warrant. The Warrant is subject to an “exercise blocker,” such that the Investor cannot exercise any portion of the Warrant that would result in the Investor and its affiliates holding more than 4.99% |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Sales are made to customers under terms allowing certain limited rights of return. The Company records an allowance and return for each quarter for 3 35,100 23,413 The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended March 31, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 189,952 $ 243,788 ( 22 )% Amazon and Walmart Marketplace 35,524 38,502 ( 8 )% Online Sales 10,971 18,204 ( 40 )% Retail 791,402 180,217 339 % Shipping 2,382 5,110 (53 )% Sales Returns and Allowances (35,100 ) (23,413 ) 50 % Net Revenues $ 995,131 $ 462,408 115 % The following table presents our net revenues by product lines for the period presented: Three Months Ended March 31, 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 62,892 $ 104,681 (40 )% CBD Energy Waters 14,472 20,080 (28 )% Lemonade Drinks 159,018 175,502 (9 )% Apparel 65 231 (72 )% Retail 791,402 180,217 339 % Shipping 2,382 5,110 (53 )% Sales returns and allowance (35,100 ) (23,413 ) 50 % Net Revenues $ 995,131 $ 462,408 115 % |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the period ended March 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES March 31, 2022 March 31, 2021 Warrants 170,000,000 70,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock - 140 Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 500,000,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 856,123,077 124,045,217 Total 1,695,611,077 964,533,357 |
Stock Compensation Expense | Stock Compensation Expense The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 52,419 10,300 |
Concentrations | Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 Gross sales. 10 % of gross sales. During the three months ended March 31, 2021, the Company reported one customer represented 12 % of the Company’s gross sales. Accounts receivable. 10 % or more of its gross accounts receivable. As of December 31, 2021, the Company had accounts receivable from two customers that comprised 60 % of its gross accounts receivable. Co-Packers. Purchases from vendors. 27 12 10 29 16 11 10 Accounts payable. 14 20 14 12 11 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Segments | Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET REVENUES BY REVENUE | The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended March 31, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 189,952 $ 243,788 ( 22 )% Amazon and Walmart Marketplace 35,524 38,502 ( 8 )% Online Sales 10,971 18,204 ( 40 )% Retail 791,402 180,217 339 % Shipping 2,382 5,110 (53 )% Sales Returns and Allowances (35,100 ) (23,413 ) 50 % Net Revenues $ 995,131 $ 462,408 115 % The following table presents our net revenues by product lines for the period presented: Three Months Ended March 31, 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 62,892 $ 104,681 (40 )% CBD Energy Waters 14,472 20,080 (28 )% Lemonade Drinks 159,018 175,502 (9 )% Apparel 65 231 (72 )% Retail 791,402 180,217 339 % Shipping 2,382 5,110 (53 )% Sales returns and allowance (35,100 ) (23,413 ) 50 % Net Revenues $ 995,131 $ 462,408 115 % |
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES | For the period ended March 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES March 31, 2022 March 31, 2021 Warrants 170,000,000 70,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock - 140 Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 500,000,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 856,123,077 124,045,217 Total 1,695,611,077 964,533,357 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY March 31, 2022 December 31, 2021 Raw materials $ 451,318 $ 70,592 Finished goods, net 677,974 504,219 Total $ 1,129,292 $ 574,811 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT March 31, December 31, Furniture and Fixtures $ 77,154 $ 75,070 Computers and Software 29,698 29,196 Machinery & Equipment 116,344 108,799 Vehicles 250,093 239,093 Total cost 473,289 452,158 Accumulated depreciation (127,865 ) (104,121 ) Property, plant and equipment, net $ 345,424 $ 348,037 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSET | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET March 31, December 31, Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (24,024 ) (21,585 ) Total Intangible Assets, net of amortization $ 73,516 $ 75,955 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 (remaining) $ 7,315 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 73,516 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable Related Parties | |
SCHEDULE OF NOTES PAYABLE RELATED PARTY | Notes payable with related parties consists of the following at March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY March 31, December 31, Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 125,500 125,500 Note payable – related party (c) 52,000 53,500 Total notes payable – related parties 1,530,151 1,531,651 Notes payable – related parties, current portion (177,500 ) (6,000 ) Notes payable – related parties, net of current portion $ 1,352,651 $ 1,525,651 (a) On April 4, 2019, the Company entered into a Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2023 1,352,651 1,369,651 (b) On August 29, 2019, the Company entered into a Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 200,000 3.75 August 29, 2022 125,500 125,500 (c) On February 19, 2019, the Company issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 1,500 52,000 4,500 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following at March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE March 31, December 31, Note payable (a) $ 31,318 $ 33,312 Note payable (b) 42,219 - Note payable (c) 250,000 - Less debt discount (c) (132,781 ) - Total notes payable, net 190,756 33,312 Notes payable, current portion (167,412 ) (7,974 ) Notes payable, net of current portion $ 23,344 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 1,553 31,759 7,974 (b) In April 2021, the Company entered into a Line of Credit Agreement with Wells Fargo Bank. The Line of Credit is personally guaranteed by Robert Clark, the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 42,000 11.50 42,219 (c) On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 132,781 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Secured Convertible Debentures | |
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY | Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY March 31, December 31, YA II PN, Ltd. $ 1,710,000 $ 3,000,000 Less debt discount (1,057,437 ) (2,150,067 ) Secured debentures, net $ 652,563 $ 849,933 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | As of March 31, 2022 and December 31, 2021, the derivative liabilities were valued using the Binomial pricing model and/or Black Scholes pricing model with the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY At March 31, Activity During At December 31, Stock Price $ 0.0076 $ .0068 $ 0.0052 Exercise Price $ 0.0041 $ .0028 $ 0.0039 Expected Life (Years) 0.49 0.62 0.74 Volatility 129 % 129 % 95 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 1.63 % 0.13 % 0.39 % Fair value: Conversion feature $ 1,875,000 $ 2,039,000 $ 2,121,000 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lease Liabilities | |
SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES | Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES Years Ending December 31, Amount 2022 (remaining) $ 221,344 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 208,432 Total payments 1,235,921 Less: Amount representing interest (234,045 ) Present value of net minimum lease payments 1,001,876 Less: Current portion (221,344 ) Non-current portion $ 780,532 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF SUMMARY OF WARRANTS | A summary of warrants for the three months ended March 31, 2022, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Warrants granted - - Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, March 31, 2022 170,000,000 $ 0.03 Balance exercisable, March 31, 2022 170,000,000 $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANTS | Information relating to outstanding warrants at March 31, 2022, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING WARRANTS Outstanding Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.03 150,000,000 2.22 $ 0.03 150,000,000 $ 0.03 $ 0.05 20,000,000 1.12 $ 0.05 20,000,000 $ 0.05 170,000,000 2.09 $ 0.03 170,000,000 $ 0.03 |
BASIS OF PRESENTATION AND LIQ_2
BASIS OF PRESENTATION AND LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 3,561,562 | $ 1,819,543 | ||
Cash used in operations | 669,504 | 424,389 | ||
stockholders deficit | 4,362,006 | $ 2,739,917 | $ 4,124,858 | $ 2,857,654 |
Cash | $ 296,792 | $ 703,825 |
SCHEDULE OF NET REVENUES BY REV
SCHEDULE OF NET REVENUES BY REVENUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 995,131 | $ 462,408 |
Sales returns and allowances percentage | 115.00% | |
Sales returns and allowances | $ (35,100) | (23,413) |
Distributors [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 189,952 | 243,788 |
Sales returns and allowances percentage | 22.00% | |
Amazon And Walmart Market Place [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 35,524 | 38,502 |
Sales returns and allowances percentage | 8.00% | |
Online Sales [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 10,971 | 18,204 |
Sales returns and allowances percentage | 40.00% | |
Retail [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 791,402 | 180,217 |
Sales returns and allowances percentage | 339.00% | |
Shipping [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 2,382 | 5,110 |
Sales returns and allowances percentage | (53.00%) | |
Sales Return and Allowances [Member] | ||
Product Information [Line Items] | ||
Sales returns and allowances percentage | 50.00% | |
Sales returns and allowances | $ (35,100) | (23,413) |
Hemp Energy Drinks [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 62,892 | 104,681 |
Sales returns and allowances percentage | (40.00%) | |
CBD Energy Waters [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 14,472 | 20,080 |
Sales returns and allowances percentage | (28.00%) | |
Lemonade Drinks [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 159,018 | 175,502 |
Sales returns and allowances percentage | (9.00%) | |
Apparel [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 65 | $ 231 |
Sales returns and allowances percentage | (72.00%) |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,695,611,077 | 964,533,357 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 170,000,000 | 70,000,000 |
Common Stock Equivalent Of Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 488,000 | 488,000 |
Common Stock Equivalent Of Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 140 | |
Common Stock Equivalent Of Series D Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 500,000,000 | 500,000,000 |
Common Stock Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 170,000,000 | 170,000,000 |
Common Stock On Convertible Debentures And Accrued Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 856,123,077 | 124,045,217 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Total sales, percentage | 3.00% | ||
Sales return and allowances | $ 35,100 | $ 23,413 | |
Advertising cost | 52,419 | $ 10,300 | |
Cash FDIC insured amount | $ 250,000 | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 60.00% | ||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 27.00% | 29.00% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12.00% | 16.00% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | 11.00% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Four [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 14.00% | 20.00% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 14.00% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Three [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Four [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 11.00% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 451,318 | $ 70,592 |
Finished goods, net | 677,974 | 504,219 |
Total | $ 1,129,292 | $ 574,811 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory net of reserve | $ 150,000 | $ 150,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 473,289 | $ 452,158 |
Accumulated depreciation | (127,865) | (104,121) |
Property, plant and equipment, net | 345,424 | 348,037 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 77,154 | 75,070 |
Computers Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 29,698 | 29,196 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 116,344 | 108,799 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 250,093 | $ 239,093 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Selling, General and Administrative Expenses [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 23,744 | $ 9,907 |
ACQUISITION OF S AND S BEVERA_2
ACQUISITION OF S AND S BEVERAGE, INC (Details Narrative) - S and S Beverage Inc [Member] - USD ($) | Jan. 21, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Stock issued for acquisition | 9,000,000 | 9,000,000 | ||
Aggregate acquisition payments | $ 1,050,000 | |||
Business Combination, Contingent Consideration, Asset | 89,249 | |||
Payments to Acquire Businesses, Gross | $ 400,000 | $ 3,224 | ||
Share price | $ 2 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 672,093 | $ 675,317 | ||
Business Combination, Price of Acquisition, Expected | $ 56,776 | |||
Revenue | $ 159,018 | |||
Loss from operations | 86,665 | |||
Net loss | $ 83,441 |
SCHEDULE OF INTANGIBLE ASSET (D
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 85,340 | $ 85,340 |
Website development | 12,200 | 12,200 |
Accumulated amortization | (24,024) | (21,585) |
Total Intangible Assets, net of amortization | $ 73,516 | $ 75,955 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remaining) | $ 7,315 | |
2023 | 9,754 | |
2024 | 9,754 | |
2025 | 9,754 | |
2026 | 9,754 | |
Thereafter | 27,185 | |
Total Intangible Assets, net of amortization | $ 73,516 | $ 75,955 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 2,439 | $ 2,247 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) - USD ($) | Apr. 04, 2019 | Aug. 29, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Total notes payable – related parties | $ 1,530,151 | $ 1,531,651 | |||
Notes payable – related parties, current portion | (177,500) | (6,000) | |||
Notes payable – related parties, net of current portion | 1,352,651 | 1,525,651 | |||
Notes Payable - Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total notes payable – related parties | [1] | 1,352,651 | 1,352,651 | ||
Maturity date | Apr. 4, 2023 | ||||
Notes Payable - Related Party One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total notes payable – related parties | [2] | 125,500 | 125,500 | ||
Maturity date | Aug. 29, 2022 | ||||
Notes Payable - Related Party Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total notes payable – related parties | [3] | $ 52,000 | $ 53,500 | ||
[1] | On April 4, 2019, the Company entered into a Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2023 1,352,651 1,369,651 | ||||
[2] | On August 29, 2019, the Company entered into a Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 200,000 3.75 August 29, 2022 125,500 125,500 | ||||
[3] | On February 19, 2019, the Company issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 1,500 52,000 4,500 |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) (Parenthetical) - USD ($) | Mar. 15, 2021 | Apr. 04, 2019 | Aug. 29, 2019 | Feb. 19, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 190,756 | $ 33,312 | ||||
Notes payable current | 167,412 | 7,974 | ||||
Notes Payable - Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of credit from related party | $ 1,500,000 | |||||
Line of credit facility interest rate during period | 3.75% | |||||
Line of credit | 1,352,651 | 1,369,651 | ||||
Notes Payable - Related Party One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of credit from related party | $ 200,000 | |||||
Line of credit facility interest rate during period | 3.75% | |||||
Line of credit | 125,500 | 125,500 | ||||
Notes Payable - Related Party Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt outstanding amount | $ 58,000 | $ 70,000 | ||||
Principal payments | $ 500 | $ 500 | 1,500 | |||
Maturity date description | final payment due in March 2023 | final payment due in March 2021 | ||||
Notes payable | 52,000 | $ 53,500 | ||||
Notes payable current | $ 4,500 |
NOTES PAYABLE _ RELATED PARTI_3
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - Notes Payable - Related Party [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Interest payable current | $ 108,330 | $ 95,873 |
Increase in accrued interest | $ 12,457 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Total notes payable, net | $ 190,756 | $ 33,312 | |
Less debt discount (c) | [1] | (132,781) | |
Notes payable, current portion | (167,412) | (7,974) | |
Notes payable, net of current portion | 23,344 | 25,338 | |
Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, net | [2] | 31,318 | 33,312 |
Notes Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, net | [3] | 42,219 | |
Notes Payable Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, net | [1] | $ 250,000 | |
[1] | On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated individual in the principal amount of $ 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 132,781 | ||
[2] | On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 1,553 31,759 7,974 | ||
[3] | In April 2021, the Company entered into a Line of Credit Agreement with Wells Fargo Bank. The Line of Credit is personally guaranteed by Robert Clark, the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 42,000 11.50 42,219 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Paranthetical) - USD ($) $ / shares in Units, shares in Millions | Mar. 25, 2022 | Aug. 21, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||||||
Payments to acquire property plant and equipment | $ 21,131 | $ 20,265 | ||||
Loans payable current | 167,412 | $ 7,974 | ||||
Unaffiliated Individual [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Principal amount | $ 250,000 | |||||
Interest rate, percentage | 0.97% | |||||
Maturity date | Mar. 24, 2023 | |||||
Stock issued during period shares, new issues | 25 | |||||
Share price | $ 0.004 | |||||
Stock issued during period value new issues | $ 135,000 | |||||
Secured debt | 250,000 | |||||
Unamortized debt discount | 132,781 | |||||
Line Of Credit Agreement [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 42,000 | |||||
Line of Credit Facility, Interest Rate at Period End | 11.50% | |||||
Long-Term Line of Credit | 42,219 | |||||
Vehicles [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Principal amount | $ 34,763 | 1,553 | ||||
Payments to acquire property plant and equipment | $ 20,000 | |||||
Debt instrument term | 60 months | |||||
Interest rate, percentage | 5.44% | |||||
Debt instrument periodic payment interest | $ 665 | |||||
Debt instrument periodic payment interest | 31,759 | $ 33,312 | ||||
Loans payable current | $ 7,974 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - Notes Payable [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest payable | $ 47 | $ 0 |
Increase in accrued interest | $ 47 |
SCHEDULE OF SECURED DEBENTURES
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY (Details) - Secured Debenture [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
YA II PN, Ltd. | $ 1,710,000 | $ 3,000,000 |
Less debt discount | (1,057,437) | (2,150,067) |
Secured debentures, net | $ 652,563 | $ 849,933 |
SECURED CONVERTIBLE DEBENTURE_2
SECURED CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Aggregate debenture amount | $ 292,219 | ||
Derivative liability | 1,875,000 | $ 2,121,000 | |
Debt discount | 367,845 | ||
Gain loss on extinguishment of debt | (546,810) | ||
Secured Debentures [Member] | |||
Short-Term Debt [Line Items] | |||
Unamortized debt discount | 1,057,437 | 2,150,067 | |
Debt conversion into stock | 40,608 | ||
Debt instrument carrying amount | 1,710,000 | 3,000,000 | |
Convertible notes payable | 652,563 | 849,933 | |
Interest expense | $ 367,845 | ||
Convertable securities | 856,123,077 | ||
Accrued interest | $ 73,920 | 54,110 | |
Increase in accrued interest | 50,418 | ||
Secured Debentures [Member] | Selling Stockholders [Member] | |||
Short-Term Debt [Line Items] | |||
Aggregate debenture amount | $ 4,500,000 | ||
Debt conversion price | $ 0.03 | ||
Debt description | the weighted average (among the principal of the debentures) of 76.7% of the lowest VWAP of the Company’s common stock during the 15 trading days immediately preceding the conversion date, whichever is lower | ||
Purchase of warrant | 150,000,000 | ||
Warrant exercise price | $ 0.03 | ||
Warrant, description | Fifty million of the warrants will expire on February 10, 2024 and 100,000,0000 of the warrants will expire on August 20, 2024. As a result of these issuances and grants, we incurred the following (a) derivative liability of $3,982,000 related to the conversion feature of the debentures; (b) relative fair value of the warrants granted of $1,581,000; and (c) and original issue discounts of $195,000 of the debentures for a total of $5,758,000, of which, $4,423,000 was accounted as debt discount and the remaining $1,335,000 as financing costs | ||
Derivative liability | $ 3,982,000 | ||
Fair value of warrant | 1,581,000 | ||
Original issue discount | 195,000 | ||
Debt Instrument, Face Amount | 5,758,000 | ||
Debt discount | 44,230 | ||
Financing costs | 1,335,000 | ||
Unamortized debt discount | 649,004 | $ 2,150,067 | |
Aggregate principal amount | 1,290,000 | ||
Accrued interest | 40,608 | ||
Debt conversion into stock | $ 1,330,608 | ||
Debt conversion shares issued | 453,078,847 | ||
Fair value of debt insturment | $ 3,189,414 | ||
Debt and accrued interest | 1,330,608 | ||
Debt fair value conversion, amount | 3,189,414 | ||
Conversion option derivatives | 2,039,000 | ||
Gain loss on extinguishment of debt | $ 546,810 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion feature | $ 1,875,000 | $ 2,121,000 |
Conversion feature, activity | $ 2,039,000 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0.0076 | 0.0052 |
Derivative liabilities measurement input, Activity | 0.0068 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0.0041 | 0.0039 |
Derivative liabilities measurement input, Activity | 0.0028 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected Life (Years) | 5 months 26 days | 8 months 26 days |
Derivative liabilities measurement input, Activity | 7 months 13 days | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 129 | 95 |
Derivative liabilities measurement input, Activity | 129 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0 | 0 |
Derivative liabilities measurement input, Activity | 0 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 1.63 | 0.39 |
Derivative liabilities measurement input, Activity | 0.13 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liabilities | $ 1,875,000 | $ 2,121,000 | |
Increase derivative liability | 1,793,000 | $ 265,866 | |
Loss on extinguishment of debt | $ 2,039,000 |
SCHEDULE OF FUTURE PAYMENTS DUE
SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lease Liabilities | ||
2022 (remaining) | $ 221,344 | |
2023 | 282,347 | |
2024 | 262,715 | |
2025 | 261,083 | |
2026 and thereafter | 208,432 | |
Total payments | 1,235,921 | |
Less: Amount representing interest | (234,045) | |
Present value of net minimum lease payments | 1,001,876 | |
Less: Current portion | (221,344) | $ (213,837) |
Non-current portion | $ 780,532 | $ 838,883 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | Mar. 17, 2020USD ($) | Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | ||||
Finance Lease, Principal Payments | $ 1,899 | |||
Lease cost | 49,211 | $ 37,023 | ||
Right of use asset | 917,745 | $ 966,955 | ||
[custom:OperatingLeases-0] | 49,211 | |||
Lease liabilities | 1,052,720 | |||
Finance leases liabilities | 23,581 | 25,481 | ||
Operating lease liability | 978,294 | 1,027,239 | ||
Increase in operating lease | 1,899 | |||
Finance Lease, Interest Payment on Liability | 48,944 | |||
Lease Deposit Liability | 1,001,875 | |||
Operating Lease, Liability, Current | 221,344 | 213,837 | ||
Operating lease liability, noncurrent | $ 780,532 | $ 838,883 | ||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 3 months 3 days | |||
Finance Lease, Weighted Average Remaining Lease Term | 3 years | |||
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | |||
Finance Lease, Weighted Average Discount Rate, Percent | 2.09% | |||
Lease Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease description | The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025 | |||
Finance Lease, Principal Payments | $ 676 | |||
Corporate Office and Warehouse [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 4,500 | |||
Lease term | 5 years | |||
Lease expires | May 31, 2023 | |||
Base rent | $ 3,994 | |||
Rent lease percentage | 3.00% | |||
Warehouse and Main Distribution Hub [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 30,000 | |||
Lease term | 63 months | |||
Lease expires | Aug. 1, 2026 | |||
Rent lease percentage | 2.00% | |||
Monthly rent payments | $ 10,200 | |||
Distribution Hub [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 10,000 | |||
Lease term | 63 months | |||
Rent lease percentage | 1.50% | |||
Lease decription | The lease is for a 62-month term that commenced in October 2021 and expires in November 2026. | |||
Operating lease expense | $ 7,261 |
SCHEDULE OF SUMMARY OF WARRANTS
SCHEDULE OF SUMMARY OF WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 170,000,000 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 0.03 |
Number of Warrants Outstanding, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Warrants Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants Outstanding, Forfeited/Cancelled | shares | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Number of Warrants Outstanding, Ending | shares | 170,000,000 |
Weighted Average Exercise Price,Ending | $ / shares | $ 0.03 |
Options, exercisable, number | shares | 170,000,000 |
Outstanding Weighted Average Exercisable Price | $ / shares | $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 170,000,000 | |
Class of warrant or right number of useful life | 2 years 1 month 2 days | |
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.03 | |
Number of Warrants Outstanding | 170,000,000 | 170,000,000 |
Weighted Average Exercise Price | $ 0.03 | $ 0.03 |
Warrant One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 0.03 | |
Class of warrant or right, number of securities called by warrants or rights | 150,000,000 | |
Class of warrant or right number of useful life | 2 years 2 months 19 days | |
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.03 | |
Number of Warrants Outstanding | 150,000,000 | |
Weighted Average Exercise Price | $ 0.03 | |
Warrant Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 0.05 | |
Class of warrant or right, number of securities called by warrants or rights | 20,000,000 | |
Class of warrant or right number of useful life | 1 year 1 month 13 days | |
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.05 | |
Number of Warrants Outstanding | 20,000,000 | |
Weighted Average Exercise Price | $ 0.05 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 21, 2021 | Jul. 08, 2020 | Jul. 31, 2019 | Apr. 19, 2018 | Dec. 01, 2016 | May 16, 2016 | Mar. 02, 2016 | Oct. 28, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Jul. 07, 2020 |
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | ||||||||||||
Preferred stock, shares issued | 988,000 | 988,000 | ||||||||||||
Preferred stock, shares outstanding | 988,000 | 988,000 | ||||||||||||
Preferred stock, shares authorized | 5,700,250 | |||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | ||||||||||||
Common stock, shares issued | 1,482,788,393 | 1,004,709,546 | ||||||||||||
Common stock, shares outstanding | 1,482,788,393 | 1,004,709,546 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 270,900 | |||||||||||||
Stock Repurchased During Period, Value | $ 1,386,497 | $ 1,386,497 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.0076 | |||||||||||||
Robert Clark [Member] | Employment Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000,000 | |||||||||||||
Employement agreement description | Immediately, Mr. Clark decided to defer receipt of 80,000,000 of such shares; thus leaving 120,000,000 shares of the Common Stock to be issued to him | |||||||||||||
Robert Clark [Member] | Oral Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Repurchased During Period, Shares | 170,000,000 | |||||||||||||
Stock Repurchased During Period, Value | $ 1,386,497 | |||||||||||||
S and S Beverage Inc [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 9,000,000 | 9,000,000 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 270,900 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares converted to common stock | 453,078,847 | 30,418,798 | ||||||||||||
Common stock issued with note payable received as debt discount shares | 25,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.004 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 25,000,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 135,000 | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 9,000,000 | |||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 90 | |||||||||||||
Common Stock [Member] | Robert Clark [Member] | Employment Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 120,000,000 | 50,000,000 | 40,000,000 | 30,000,000 | ||||||||||
Number of shares were cancelled and returned | 50,000,000 | 40,000,000 | ||||||||||||
Common Stock [Member] | Convertible Secured Debentures [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares converted | 453,078,847 | 30,418,798 | ||||||||||||
Number of shares converted, value | $ 3,189,414 | $ 613,908 | ||||||||||||
Debt outstanding amount | 1,290,000 | 2,400,000 | ||||||||||||
Interest payable current | $ 40,608 | $ 82,302 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0030 | $ 0.0201 | ||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | ||||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | ||||||||||||
Preferred stock, shares issued | 488,000 | 488,000 | ||||||||||||
Preferred stock, shares outstanding | 488,000 | 488,000 | ||||||||||||
Preferred stock, shares authorized | 1,200,000 | 1,200,000 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares par value | $ 0.00001 | |||||||||||||
Preferred stock, shares outstanding | 140 | |||||||||||||
Preferred stock, shares authorized | 250 | 250 | 3,300,000 | |||||||||||
Equity description | The Company also amended the terms of the Series C Preferred Stock. The holders of shares of the Series Preferred C Stock are now entitled to 2,000,000 votes for every share of our Series Preferred C Stock held. The holders of the Series Preferred C Stock are not entitled to receive dividends. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment will be made to the holders of any stock ranking junior to the Series C Preferred Stock, the holders of the Series C Preferred Stock will be entitled to be paid out of the Company’s assets an amount equal to $1.00 in the aggregate for all issued and outstanding shares of the Series C Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like with respect to such shares) (the “Preference Value”) | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | ||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | ||||||||||||
Preferred stock, shares outstanding | 500,000 | 500,000 | ||||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | ||||||||||||
Number of shares converted to common stock | 1,000 | 1,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 02, 2022 | Apr. 02, 2022 | May 13, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||||
Warrants to purchase shares | 170,000,000 | |||
Subsequent Event [Member] | Secured Convertible Debentures [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued upon conversion of debt | 89,755,667 | |||
Principal amount | $ 510,000 | |||
Accrued interest | $ 875 | |||
Debt conversion price | $ 0.0061 | |||
Subsequent Event [Member] | Employement Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares granted | 1,000,000 | |||
Share based compensation, granted per share | $ 0.0085 | |||
Share based compensation granted, value | $ 8,500 | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 500,000 | |||
Debt conversion price | $ 0.03 | |||
Issuance of stock | 8,333,333 | |||
Issuance of debenture | $ 500,000 | |||
Issuance fee | $ 25,000 | |||
Original issue discount, percentage | 4.00% | |||
Original issue discount | $ 20,000 | |||
Diligence and structuring fee | $ 5,000 | |||
Equity interest rate | 4.99% | |||
Interest rate | 6.00% | |||
Redemption price, percentage | 15.00% | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant Shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase shares | 8,333,333 | |||
Warrant term | 3 years | |||
Exercise price | $ 0.03 |