Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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, Address Line Three | Melbourne |
Entity Address, City or Town | Florida |
Entity Address, Postal Zip Code | 32934 |
City Area Code | (844) |
Local Phone Number | 714-2224 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash | $ 6,188 | $ 703,825 | $ 113,168 |
Accounts receivable, net of allowance for doubtful accounts of $11,961 and $11,926, respectively | 24,943 | 15,993 | |
Inventory, net of reserve for obsolescence of $150,000 and $150,000, respectively | 1,189,913 | 574,811 | 660,504 |
Prepaids | 278,707 | ||
Other current assets | 59,834 | 30,373 | 20,448 |
Total current assets | 1,280,878 | 1,603,709 | 794,120 |
NON-CURRENT ASSETS | |||
Property, plant and equipment, net | 327,955 | 348,037 | 167,872 |
Right-of-use asset, net | 870,736 | 966,955 | 912,993 |
Intangible property, net | 71,078 | 75,955 | 69,488 |
Deposits | 15,125 | 15,125 | 6,500 |
Total assets | 2,565,772 | 3,009,781 | 1,950,973 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 854,360 | 541,123 | 309,692 |
Amounts owed to customers | 10,508 | ||
Accrued compensation | 219,583 | 329,583 | 257,500 |
Notes payable, net of discount of $99,031 and $0, respectively, current | 198,332 | 7,974 | |
Notes payable - related parties, current | 1,728,651 | 6,000 | 12,000 |
Acquisition obligations, current | 60,000 | 60,000 | |
Lease liabilities, current | 224,162 | 213,837 | 149,407 |
Convertible debt, net of discount of $815,270 and $2,150,067, respectively | 84,730 | 849,933 | 900,000 |
Derivative liability | 833,000 | 2,121,000 | 361,152 |
Total current liabilities | 4,202,818 | 4,129,450 | 2,000,259 |
NON-CURRENT LIABILITIES | |||
Line of credit | 398,470 | ||
Line of credit - related party | 1,478,151 | 1,495,151 | |
Notes payable, net of current | 22,219 | 25,338 | |
Note payable - related party, net of current | 47,500 | 56,000 | |
Acquisition obligations, net of current | 606,731 | 615,317 | |
PPP notes payable | 95,161 | ||
Lease liabilities, net of current | 725,284 | 838,883 | 763,586 |
Total liabilities | 5,557,052 | 7,134,639 | 4,808,627 |
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, 1,709,122,945 and 1,004,709,546, issued and outstanding, respectively | 17,091 | 10,047 | 7,863 |
Common stock issuable (170,000,000 and 170,000,000 shares) | 1,386,497 | 1,386,497 | 1,386,497 |
Additional paid-in capital | 16,855,382 | 10,778,761 | 5,028,012 |
Accumulated deficit | (21,250,260) | (16,300,173) | (9,280,036) |
Total stockholders’ deficit | (2,991,280) | (4,124,858) | (2,857,654) |
Total liabilities and stockholders’ deficit | 2,565,772 | 3,009,781 | 1,950,973 |
Notes payable - related parties, net of current | 1,525,651 | ||
Series A Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred Stock, $.00001 par value, 5,700,250 shares authorized, 988,000 and 988,000 issued and outstanding, respectively | |||
Series B Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred Stock, $.00001 par value, 5,700,250 shares authorized, 988,000 and 988,000 issued and outstanding, respectively | 5 | 5 | |
Series C Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred Stock, $.00001 par value, 5,700,250 shares authorized, 988,000 and 988,000 issued and outstanding, respectively | |||
Series D Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred Stock, $.00001 par value, 5,700,250 shares authorized, 988,000 and 988,000 issued and outstanding, respectively | $ 5 | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 11,961 | $ 11,926 | $ 3,967 |
Inventory reserve | $ 150,000 | 150,000 | 0 |
Debt instrument, unamortized discount | $ 2,150,067 | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,700,250 | 5,700,250 | |
Preferred stock, shares issued | 988,000 | 988,000 | |
Preferred stock, shares outstanding | 988,000 | 988,000 | 988,140 |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,709,122,945 | 1,004,709,546 | 786,308,041 |
Common stock, shares outstanding | 1,709,122,945 | 1,004,709,546 | 786,308,041 |
Common stock issuable, shares | 170,000,000 | 170,000,000 | 170,000,000 |
Loans Payable [Member] | |||
Debt instrument, unamortized discount | $ 99,031 | $ 0 | |
Convertible Debt [Member] | |||
Debt instrument, unamortized discount | $ 815,270 | $ 2,150,067 | |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,200,000 | 1,200,000 | 1,200,000 |
Preferred stock, shares issued | 488,000 | 488,000 | 488,000 |
Preferred stock, shares outstanding | 488,000 | 488,000 | 488,000 |
Series C Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 250 | 250 | |
Preferred stock, shares issued | 0 | 140 | |
Preferred stock, shares outstanding | 0 | 140 | |
Series D Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
REVENUES, NET | $ 1,173,398 | $ 790,809 | $ 2,168,529 | $ 1,252,980 | $ 2,478,736 | $ 910,227 |
COST OF REVENUES | 885,517 | 686,706 | 1,735,393 | 1,000,571 | 2,143,359 | 654,177 |
Gross profit | 287,881 | 104,103 | 433,136 | 252,409 | 335,377 | 256,050 |
OPERATING EXPENSES | ||||||
Selling, general and administrative expenses | 1,031,515 | 644,052 | 1,970,851 | 1,212,732 | 3,383,879 | 2,614,824 |
Impairment of goodwill | 1,337,287 | |||||
LOSS FROM OPERATIONS | (743,634) | (539,949) | (1,537,715) | (960,323) | (4,385,789) | (2,358,774) |
OTHER INCOME (EXPENSE) | ||||||
Interest expense | (156,459) | (64,956) | (587,354) | (1,195,866) | (982,378) | (418,959) |
Financing costs | (286,000) | (286,000) | (1,335,000) | |||
Change in the fair value of derivative liability | 122,000 | 141,497 | (1,671,000) | (124,369) | 549,714 | (361,152) |
Gain (loss) on extinguishment of debt | (326,230) | (873,040) | (1,056,732) | |||
Gain on forgiveness of SBA PPP loan | 212,648 | |||||
EIDL advance | 95,161 | 95,161 | 7,000 | |||
Other income (expense) | 1,798 | (4,967) | 5,022 | (7,542) | (22,600) | 6,290 |
NET LOSS | $ (1,388,525) | $ (373,214) | $ (4,950,087) | $ (2,192,939) | $ (7,020,137) | $ (3,125,595) |
NET LOSS PER COMMON SHARES: | ||||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||||||
Basic and diluted | 1,560,391,543 | 805,263,473 | 1,363,761,068 | 805,263,473 | 875,322,747 | 775,469,306 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - 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, 2019 | $ 7,639 | $ 50 | $ 1,386,497 | $ 4,155,777 | $ (6,154,441) | $ (604,478) |
Beginning balance, shares at Dec. 31, 2019 | 763,967,603 | 4,988,000 | 170,000,000 | |||
Common Stock Issued for Compensation | $ 100 | 475,900 | 476,000 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 10,000,000 | |||||
Common Stock Issued for Sponsorship Agreements | $ 1 | 2,577 | 2,578 | |||
Common stock issued for sponsorship agreements, shares | 85,000 | |||||
Warrants related to convertible notes | 281,565 | 281,565 | ||||
Common stock issued for conversion of convertible debt and accrued interest | $ 0 | $ 0 | ||||
Common stock issued for conversion of convertible debt and accrued interest, shares | (140) | 140 | ||||
Preferred Stock Conversion to Common Stock | $ 40 | $ (40) | ||||
Preferred stock conversion to common stock,shares | 4,000,000 | (4,000,000) | ||||
Accrued Common Stock Issues for Compensation | $ 0 | 2 | 2 | |||
Accrued common stock issues for compensation,shares | 140 | |||||
Common Stock Issued for Conversion of Convertible Debt and Accrued Interest | $ 83 | 112,191 | 112,274 | |||
Common Stock Issued for Conversion of Convertible Debt and Accrued Interest, shares | 8,255,438 | |||||
Net loss | (3,125,595) | (3,125,595) | ||||
Ending balance, value at Dec. 31, 2020 | $ 7,863 | $ 10 | $ 1,386,497 | 5,028,012 | (9,280,036) | (2,857,654) |
Ending balance, shares at Dec. 31, 2020 | 786,308,041 | 988,140 | 170,000,000 | |||
Warrants related to convertible notes | 1,052,571 | 1,052,571 | ||||
Common stock issued for conversion of convertible debt and accrued interest | $ 555 | 1,122,429 | 1,122,984 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 55,464,596 | |||||
Net loss | (2,192,939) | (2,192,939) | ||||
Common stock issued for acquisition | $ 90 | 270,810 | 270,900 | |||
Common stock issued for acquisition, shares | 9,000,000 | |||||
Ending balance, value at Jun. 30, 2021 | $ 8,508 | $ 10 | $ 1,386,497 | 7,473,822 | (11,472,975) | (2,604,138) |
Ending balance, shares at Jun. 30, 2021 | 850,772,637 | 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 | |||
Common Stock Issued for Compensation | $ 81 | 213,719 | 213,800 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 8,100,000 | |||||
Preferred Stock Conversion to Common Stock | $ 0 | $ 0 | ||||
Preferred stock conversion to common stock,shares | 140 | (140) | ||||
Common Stock Issued for Conversion of Convertible Debt and Accrued Interest | $ 2,013 | 3,711,120 | 3,713,133 | |||
Common Stock Issued for Conversion of Convertible Debt and Accrued Interest, shares | 201,301,365 | |||||
Net loss | (7,020,137) | (7,020,137) | ||||
Common stock issued for acquisition | $ 90 | 242,910 | 243,000 | |||
Common stock issued for acquisition, shares | 9,000,000 | |||||
Warrants related to convertible debenture | 1,583,000 | 1,583,000 | ||||
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 | |||
Beginning balance, value at Mar. 31, 2021 | $ 8,258 | $ 10 | $ 1,386,497 | 6,964,898 | (11,099,761) | (2,470,098) |
Beginning balance, shares at Mar. 31, 2021 | 825,726,839 | 988,140 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 250 | 508,924 | 509,174 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 25,045,798 | |||||
Net loss | (373,214) | (373,214) | ||||
Ending balance, value at Jun. 30, 2021 | $ 8,508 | $ 10 | $ 1,386,497 | 7,473,822 | (11,472,975) | (2,604,138) |
Ending balance, shares at Jun. 30, 2021 | 850,772,637 | 988,140 | 170,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 10,047 | $ 10 | $ 1,386,497 | 10,778,761 | (16,300,173) | (4,124,858) |
Beginning balance, shares at Dec. 31, 2021 | 1,004,709,546 | 988,000 | 170,000,000 | |||
Warrants related to convertible notes | 81,000 | 81,000 | ||||
Common stock issued for conversion of convertible debt and accrued interest | $ 6,784 | 5,852,381 | 5,859,165 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 678,413,399 | |||||
Net loss | (4,950,087) | (4,950,087) | ||||
Common stock issued with employment agreement | $ 10 | 8,490 | 8,500 | |||
Common stock issued with employment agreement, shares | 1,000,000 | |||||
Common stock issued with note payable recorded as debt discount | $ 250 | 134,750 | 135,000 | |||
Common stock issued with note payable received as debt discount, shares | 25,000,000 | |||||
Ending balance, value at Jun. 30, 2022 | $ 17,091 | $ 10 | $ 1,386,497 | 16,855,382 | (21,250,260) | (2,991,280) |
Ending balance, shares at Jun. 30, 2022 | 1,709,122,945 | 988,000 | 170,000,000 | |||
Beginning balance, value at Mar. 31, 2022 | $ 14,828 | $ 10 | $ 1,386,497 | 14,098,394 | (19,861,735) | (4,362,006) |
Beginning balance, shares at Mar. 31, 2022 | 1,482,788,393 | 988,000 | 170,000,000 | |||
Warrants related to convertible notes | 81,000 | 81,000 | ||||
Common stock issued for conversion of convertible debt and accrued interest | $ 2,253 | 2,667,498 | 2,669,751 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 225,334,552 | |||||
Net loss | (1,388,525) | (1,388,525) | ||||
Common stock issued with employment agreement | $ 10 | 8,490 | 8,500 | |||
Common stock issued with employment agreement, shares | 1,000,000 | |||||
Ending balance, value at Jun. 30, 2022 | $ 17,091 | $ 10 | $ 1,386,497 | $ 16,855,382 | $ (21,250,260) | $ (2,991,280) |
Ending balance, shares at Jun. 30, 2022 | 1,709,122,945 | 988,000 | 170,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH USED IN OPERATING ACTIVITIES: | ||||
Net loss | $ (4,950,087) | $ (2,192,939) | $ (7,020,137) | $ (3,125,595) |
Adjustments to reconcile net loss to net cash provided by operations: | ||||
Depreciation and amortization | 44,250 | 20,503 | 58,713 | 40,206 |
Right-of-use asset amortization | 291,697 | |||
Right-of-use asset | 96,219 | 74,261 | ||
Amortization of debt discount | 480,763 | 774,496 | ||
Amortization of intangible assets | 4,877 | |||
Increase in inventory reserve | 150,000 | |||
Impairment of goodwill | 1,337,287 | |||
Financing costs | 286,000 | 1,335,000 | ||
Change in allowance for doubtful accounts | 35 | |||
Loss on extinguishment of debt | 873,040 | 1,056,732 | ||
Loss on change in the fair value of derivative liabilities | 1,671,000 | (549,714) | ||
Gain on forgiveness of PPP loan | (212,648) | |||
Interest expense related to warrants on convertible debt | 1,052,571 | 281,565 | ||
Common stock issued for sponsorship | 2,578 | |||
Common stock issued for compensation | 8,500 | 213,800 | 476,002 | |
Common stock issued for acquisition | 270,900 | |||
Changes in operating assets and liabilities: | ||||
Decrease (increase) in accounts receivable | (8,985) | (344,030) | 16,768 | 73,581 |
Decrease (increase) in inventory | (615,102) | (92,447) | 185,339 | 26,418 |
Decrease (increase) in prepaids | 278,707 | (10,244) | (278,707) | |
Decrease (increase) in other current assets | (29,461) | (2,662) | (9,925) | (2,109) |
Decrease (increase) in right-of-use asset | (580,820) | |||
Decrease (increase) in deposits | (8,625) | |||
Increase (decrease) in accounts payable and accrued expenses | 450,365 | 180,716 | 66,186 | 263,576 |
Increase (decrease) in amounts due to customer | (10,508) | |||
Increase (decrease) in accrued compensation | (110,000) | 117,708 | 72,083 | 257,500 |
Increase (decrease) in derivative liability | 124,369 | 361,152 | ||
Increase (decrease) in lease liability | (99,476) | (74,261) | (198,433) | 555,822 |
Net cash used in operating activities | (1,619,355) | (875,555) | (2,730,596) | (1,370,124) |
CASH USED IN INVESTING ACTIVITIES: | ||||
Purchase of property, plant and equipment | (24,168) | (26,247) | (194,792) | (59,541) |
Changes in goodwill | (1,275,938) | |||
Changes in intellectual property | (7,604) | (3,590) | 8,175 | |
Net cash used in investing activities | (24,168) | (1,309,789) | (198,382) | (51,366) |
CASH PROVIDED BY FINANCING ACTIVITIES: | ||||
Payment of note payable – related party | (3,000) | (6,000) | (14,500) | (12,000) |
Changes in line of credit - related party | 3,000 | (17,000) | 403,000 | |
Changes in line of credit | (398,470) | |||
Changes in acquisition obligations | (8,586) | 624,360 | ||
Payment of acquisition obligations | (463,932) | |||
Payments of notes payable | (3,119) | (1,451) | ||
Proceeds from notes payable | 289,389 | |||
Proceeds from note payable – related party | 200,000 | |||
Principal repayments of finance lease obligation | (3,798) | (7,499) | ||
Proceeds from convertible debentures payable, net of expenses | 475,000 | 1,522,984 | 4,305,000 | 1,012,274 |
Changes from PPP notes payable | 22,326 | 117,487 | 95,161 | |
Net cash provided by financing activities | 945,886 | 2,166,670 | 3,519,635 | 1,498,435 |
Net cash decrease for period | (697,637) | (18,674) | 590,657 | 76,945 |
Cash at beginning of period | 703,825 | 113,168 | 113,168 | 36,223 |
Cash at end of period | 6,188 | 94,494 | 703,825 | 113,168 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for income taxes | 2,275 | 22,600 | ||
Cash paid for interest | 256 | 34,941 | 120,740 | 35,877 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common stock issued for acquisition of S&S | 243,000 | |||
Fair value of common shares issued as debt discount on note payable | 135,000 | |||
Recording of right of use asset and lease liability | 345,659 | |||
Fair value of derivative liability created upon issuance of convertible debenture and warrants | 3,982,000 | |||
Fair value of common shares issued on conversion of debentures and accrued interest | 5,859,165 | 3,713,133 | 112,274 | |
Derivative liability recorded on issuance of convertible note | $ 680,000 | |||
Issuance of loan payable for vehicle purchase | $ 34,763 |
BASIS OF PRESENTATION AND LIQUI
BASIS OF PRESENTATION AND LIQUIDITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022, and the results of operations and cash flows for the six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2022, the Company recorded a net loss of $ 4,950,087 1,619,355 2,991,280 At June 30, 2022, the Company had cash on hand in the amount of $ 6,188 547,500 | NOTE 1 – OPERATIONS AND LIQUIDITY BASIS OF PRESENTATION AND LIQUIDITY The Company was formerly known as Kona Gold Solutions, Inc., and in October 2020, changed its name to Kona Gold Beverage, Inc., a Delaware corporation (“Kona Gold,” the “Company,” “we,” “us,” or “our”). The Company owns and operates a line of premier CBD lifestyle brand products. As of December 31, 2021, the Company has four wholly-owned subsidiaries: Kona Gold LLC, a Delaware limited liability company (“Kona”), HighDrate LLC, a Florida limited liability company (“HighDrate”), and Gold Leaf Distribution LLC, a Florida limited liability company (“Gold Leaf”). In January 2021, the Company acquired all of the capital stock of S and S Beverage, Inc. The Company is primarily focused on product development in the functional beverage sector. Kona Gold creates hemp-infused energy drinks, which includes hemp energy drinks, CBD energy water, and also sells Kona Gold merchandise and apparel, which promotes the Company’s beverages. HighDrate focuses on the development and marketing of CBD-infused energy waters geared to the fitness and wellness markets. Gold Leaf focuses on the distribution of premium beverages and snacks in key markets. The Company currently sells its products through resellers, the Company’s websites, and distributors that span across nine states. The Company’s products are available in wide variety of stores, including convenience and grocery stores, smoke shops, and gift shops. As used herein, the terms “Kona Gold,” the “Company,” “we,” “us,” or “our, refer to Kona Gold individually or, as the context requires, collectively with its subsidiaries on a consolidated basis. 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 year ended December 31, 2021, the Company recorded a net loss of $ 7,020,137 and used cash in operations of $ 2,730,596 and had a stockholders’ deficit of $ 4,124,858 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. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At December 31, 2021, the Company had cash on hand in the amount of $ 703,825 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 36,700 19,800 71,800 57,417 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 June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 219,790 $ 414,937 (47 )% Amazon and Walmart Marketplace 44,565 39,256 14 % Online Sales 13,709 21,843 (37 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales Returns and Allowances (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 413,107 $ 672,873 (39 )% Amazon and Walmart Marketplace 80,089 77,759 3 % Online Sales 22,316 40,047 (44 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales Returns and Allowances (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 50,792 $ 113,434 (55 )% CBD Energy Waters 17,249 31,682 (46 )% Lemonade Drinks 209,976 329,893 (36 )% Apparel 47 1,027 (95 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales returns and allowance (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 118,574 $ 201,926 (41 )% CBD Energy Waters 41,588 51,762 (20 )% Lemonade Drinks 354,238 535,733 (34 )% Apparel 112 1,258 (91 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales returns and allowance (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % 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 June 30, 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 June 30, 2022 June 30, 2021 Warrants 178,333,333 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 500,000 500,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 161,707,234 80,508,648 Total 511,028,567 321,496,788 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 for the six months ended June 30, 2022 and 2021, were $ 105,956 24,100 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 30 10 19 Accounts receivable. 15 60 Co-Packers. Purchases from vendors. 32 20 11 33 13 12 11 Accounts payable. 10 13 21 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 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments 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. | 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. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not affect revenue or net loss. The Company reclassified its accrued stock compensation, previously reflected as a liability, to common shares issuable, a component of stockholders’ equity. The reclassification was recorded after the Company concluded its accrued stock compensation had a fixed and determinable price with no cash payment provision (see Note 16). Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2021 and 2020, the allowance was $ 11,926 3,967 Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company’s inventories are valued at the lower cost or net realizable value. The Company’s inventory consists almost entirely of finished and unfinished goods, and freight, which include CBD energy waters, CBD waters, hemp energy drinks, cans for production, and merchandise and apparel. The Company periodically evaluates and adjusts inventories for obsolescence. During the year ended December 31, 2021, management recorded a reserve for slow moving and potentially obsolete inventory of $ 150,000 Property and Equipment Property and equipment is stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSET Property and Equipment Type Years of Depreciation Furniture and fixtures 7 Machinery and equipment 7 Vehicles 5 Computer equipment 5 7 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of its property and equipment. Goodwill and Intangible Assets Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation, not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31 (its fiscal year end). Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. During the year ended December 31, 2021, management determined there were indications of impairment, and recorded a charge of approximately $ 1,337,287 , leaving no remaining goodwill balance at December 31, 2021. Intangible Assets with Finite Useful Lives We have certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of ten years. 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% of total sales. The Company recorded sales return, and allowance at the year ending December 31, 2021 and 2020 of approximately $ 77,479 and $ 28,707 , respectively, which is included in the revenues, net of sales returns and allowances in the accompanying Consolidated Statements of Loss. 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 Year Ended December 31, 2021 2020 Revenue Source Revenue Revenue % Change Distributors $ 895,850 $ 438,745 104 % Amazon 154,240 87,965 75 % Online Sales 68,073 55,190 23 % Retail 1,420,747 332,371 327 % Shipping 17,305 24,663 (30 )% Sales Returns and Allowances (77,479 ) (28,707 ) 170 % Net Revenues $ 2,478,736 $ 910,227 172 % The following table presents our net revenues by product lines for the period presented: Year Ended December 31, 2021 2020 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 362,096 $ 384,300 ( 6 )% CBD Energy Waters 133,110 195,050 (32 )% Lemonade Drinks 621,331 - 100 % Apparel 1,626 2,550 (36 )% Retail 1,420,747 332,371 327 % Shipping 17,305 24,663 (30 )% Sales returns and allowance (77,479 ) (28,707 ) 170 % Net Revenues $ 2,478,736 $ 910,227 172 % Cost of Sales Cost of revenues consists primarily of expenses associated with products sold to distributors and resellers, including product and shipping costs. Costs also include credit card fees, fees incurred for sales that occur on Amazon.com, and other transaction fees related to the processing of consumer transactions. Typically, we expect that the cost of revenues will increase as a direct correlation to increases in sales. Thus, our cost of revenues increases on an absolute basis versus on a percentage of sales basis. At the same time, when sales increase, thereby increasing our orders with our co-packers, our cost of products decreases because of the volume discounts we receive from our co-packers. Delivery and Handling Expense Shipping and handling costs are comprised of purchasing and receiving, inspection, warehousing, transfer freight, and other costs associated with product distribution after manufacture and are included as part of operating expenses. Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 164,052 36,935 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. Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. 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 years ended December 31, 2021 and 2020, 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 December 31, 2021 December 31, 2020 Warrants 170,000,000 20,000,000 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 Restricted common stock 8,100,000 10,085,140 Common stock on convertible debentures and accrued interest 766,027,250 33,700,481 Total 1,614,615,250 734,273,761 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 During the year, the Company consolidated and restructured its operations. The Company now 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. 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 10 Accounts receivable. 60 % of its gross accounts receivable. As of December 31, 2020, the Company had accounts receivable from four customers that comprised 76 % of its gross accounts receivable. Co-Packers. Purchases from vendors. 13 %, 11 %, and 10 % of all purchases, respectively. During the year ended December 31, 2020, the Company did not purchase in excess of 10% of its purchases from any single vendor. Accounts payable. 20 %, 14 %, 12 %, and 11 % of the total accounts payable, respectively. As of December 31, 2020, three vendors accounted for more than 10% of the total accounts payable. The Company’s largest three vendors accounted for 29 %, 19 %, and 10 % of the total accounts payable, respectively. 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 early 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 December 31, 2021 Raw materials $ 219,683 $ 70,592 Finished goods, net 970,230 504,219 Total $ 1,189,913 $ 574,811 At June 30, 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 | 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 December 31, 2021 December 31, 2020 Raw materials $ 70,592 $ 38,705 Finished goods, net 504,219 621,799 Total $ 574,811 $ 660,504 At December 31, 2021 and 2020, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 150,000 0 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 December 31, 2021 Furniture and Fixtures $ 77,154 $ 75,070 Computers and Software 32,325 29,196 Machinery & Equipment 116,754 108,799 Vehicles 250,093 239,093 Total cost 476,326 452,158 Accumulated depreciation (148,371 ) (104,121 ) Property, plant and equipment, net $ 327,955 $ 348,037 Depreciation expense is included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Loss Depreciation. For the six months ended June 30, 2022 and 2021, depreciation expense was $ 44,250 20,503 | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2021 December 31, 2020 Furniture and Fixtures $ 75,070 $ 57,879 Computers and Software 29,196 16,638 Machinery & Equipment 108,799 79,951 Vehicles 239,093 68,135 Total cost 452,158 222,603 Accumulated depreciation (104,121 ) (54,731 ) Property, plant and equipment, net $ 348,037 $ 167,872 Depreciation for the years ended December 31, 2021 and 2020, was approximately $ 49,390 and $ 34,075 respectively, and is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Loss. During the year ended December 31, 2021, the Company entered into a loan to purchase a vehicle for $ 54,763 20,000 34,763 |
ACQUISITION OF S AND S BEVERAGE
ACQUISITION OF S AND S BEVERAGE, INC | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 Beverage, Inc. (“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 1,050,000 89,249 400,000 2.00 675,317 8,586 666,731 60,000 Proforma information for the three and six month period ended June 30, 2022 has been omitted as the operations of S and S prior to the acquisition were de minimis. During the three months ended June 30, 2022, revenue of $ 209,861 10,258 5,675 368,879 95,923 89,116 | 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”) of a fair value of $ 243,000 . The Company did not grant them any registration rights in respect of the shares of Acquisition Stock. The Company also agreed to pay an aggregate of $ 1,050,000 (the “Aggregate Acquisition Payments”), the majority of which is allocated to certain creditors of S and S (including one of the S and S’s legacy shareholders) and approximately $ 89,249 was allocated and paid to the five S and S legacy shareholders on a pro rata basis. The Company paid approximately $ 400,000 of the Aggregate Acquisition Payments at the closing of the transaction. The remaining Aggregate Acquisition Payments, including the Remaining Acquisition Payments, are scheduled to be paid in monthly installments, in arrears on the tenth calendar day of each month, commencing on March 10, 2021, at a rate equivalent to $ 2.00 per case of Lemin Superior Lemonade (the product line of S and S that we have now branded as Ooh La Lemin) that we sell until the Aggregate Acquisition Payments have been paid in full. During the year ended December 31, 2021, the Company paid $ 63,932 of the remaining Aggregate Acquisition Payments, leaving an acquisition obligation balance of $ 675,317 at December 31, 2021. The Company utilized the acquisition method of accounting for the S and S acquisition in accordance with ASC 805, Business Combinations The acquisition was intended to augment and diversify the Company’s business. Key factors that contributed to the recorded goodwill and intangible assets in the aggregate were the opportunity to generate future revenues and synergies within the business. The goodwill will not be amortized but will be tested annually for impairment. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation: SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE Fair Value Consideration paid: Acquired obligations $ 340,000 Note payable – acquisition 1,050,000 Common stock ( 9,000,000 0.27 243,000 Total consideration paid $ 1,633,000 Purchase price allocation Acquired assets 296,000 Goodwill 1,337,000 Total purchase price $ 1,633,000 During the year ended December 31, 2021, management determined there were indications of impairment, and recorded a charge of approximately $ 1.3 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 year ended December 31, 2021 and 2020 give effect to the transaction as if it had occurred on January 1, 2020. SCHEDULE OF PROFORMA STATEMENT OF OPERATIONS Years ended December 31, 2021 2020 (Proforma, (Proforma, Revenues $ 2,518,750 $ 1,253,199 Loss from operations $ (4,388,618 ) $ (2,962,038 ) Net loss $ (7,022,966 ) $ (3,727,484 ) Pursuant to the provisions of ASC 805, the following results of operations of S and S subsequent to the acquisition are as follows: January 22 to Revenues $ 620,000 Direct cost of revenues 316,000 Selling, general and administrative expense 431,200 Net loss $ (127,200 ) These amounts were included in the accompanying Consolidated Statement of Operations. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET June 30, 2022 December 31, 2021 Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (26,462 ) (21,585 ) Total Intangible Assets, net of amortization $ 71,078 $ 75,955 During the six months ended June 30, 2022 and 2021, the Company recorded amortization expense of $ 4,877 0 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 (remaining) $ 4,877 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 71,078 | NOTE 6 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET December 31, 2021 December 31, 2020 Intangible Assets Trademarks $ 85,340 $ 81,750 Website development 12,200 - Accumulated amortization (21,585 ) (12,262 ) Total Intangible Assets, net of amortization $ 75,955 $ 69,488 During the year ended December 31, 2021 and 2020, the Company capitalized costs of $ 3,590 pertaining to trademarks, and acquired website development as part of its acquisition of S and S (see Note 5). During the year ended December 31, 2021 and 2020, the Company recorded amortization expense of $ 9,323 8,175 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 $ 9,754 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 75,955 |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | NOTE 7 – LINE OF CREDIT On May 5, 2018, Kona Gold LLC entered into a Line of Credit Agreement with Matthew Nicoletti as the lender, which established a revolving line of credit in the amount of up to $ 400,000 . The line of credit matures on May 5, 2022 and is reflected as non-current on the accompanying Consolidated Balance Sheets at December 31, 2020. Advances under the line of credit bear interest at the rate of 3.75 percent per annum. Payments of principal and accrued interest are payable on the maturity date. At December 31, 2020, the line of credit had an outstanding principal balance of $ 398,470 , respectively, and accrued interest $ 32,102 . The line of credit was paid off during the year ending December 31, 2021. |
LINES OF CREDIT _ RELATED PARTY
LINES OF CREDIT – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LINES OF CREDIT – RELATED PARTY | NOTE 8 – LINES OF CREDIT – RELATED PARTY Line of credit with related party consists of the following at December 31, 2021 and 2020: SCHEDULE OF LINE OF CREDIT WITH RELATED PARTY December 31, 2021 December 31, 2020 Line of credit to related party $ 1,352,651 $ 1,369,651 Line of credit to related party 125,500 125,500 Total $ 1,478,151 $ 1,495,151 (c) On April 4, 2019, Kona entered into a Line of Credit Agreement with Robert Clark. Robert Clark is the Board Chairman, CEO and majority shareholder. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 . Advances under this line of credit bear interest at the rate of 3.75 percent per annum. The line of credit matures on April 4, 2023 1,352,651 and $ 1,369,651 , respectively. (d) On August 29, 2019, Gold Leaf entered into a Line of Credit Agreement with Robert Clark. Robert Clark is the Board Chairman, CEO and majority shareholder. The agreement established a revolving line of credit in the amount of up to $ 200,000 . Advances under this line of credit bear interest at the rate of 3.75 percent per annum. The line of credit matures on August 29, 2022, at which time all outstanding principal amounts and accrued interest are due and payable. At December 31, 2021 and December 31, 2020, outstanding principal was $ 125,500 and $ 125,500 , respectively. At December 31, 2020, accrued interest on the lines of credit to related parties was $ 39,942 . During the year ended December 31, 2021, the Company added $ 55,930 of additional accrued interest, leaving an accrued interest balance on the lines of credit to related parties of $ 95,873 at December 31, 2021. Accrued interest in included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes payable consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Note payable (a) $ 30,193 $ 33,312 Note payable (b) 39,389 - Note payable (c) 250,000 - Less debt discount (c) (99,031 ) - Total notes payable, net 220,551 33,312 Notes payable, current portion (198,332 ) (7,974 ) Notes payable, net of current portion $ 22,219 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 months 5.44 665 33,312 3,119 30,193 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 39,389 (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 99,031 At December 31, 2021, there was no 651 651 | NOTE 9 – LOAN PAYABLE NOTES PAYABLE On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 , after making a down payment of $ 20,000 . The loan term is for sixty months , annual interest rate of 5.44 %, with monthly principal and interest payments of $ 1,994 , and secured by the purchased vehicle. During the twelve months ended December 31, 2021, the Company made principal payments of $ 1,450 , leaving a loan balance of $ 33,312 at December 31, 2021, of which $ 7,974 was recorded as the current portion of loan payable on the accompanying consolidated balance sheet. |
NOTES PAYABLE _ RELATED PARTY
NOTES PAYABLE – RELATED PARTY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Related Party | ||
NOTES PAYABLE – RELATED PARTY | NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY June 30, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 200,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 50,500 53,500 Total notes payable – related parties 1,728,651 1,531,651 Notes payable – related parties, current portion (1,728,651 ) (6,000 ) Notes payable – related parties, net of current portion $ - $ 1,525,651 (a) On April 4, 2019, the Company entered into an unsecured 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 1,352,651 (b) On May 6, 2022, the Company entered into an unsecured 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 $ 300,000 3.75 May 6, 2023 200,000 (c) On August 29, 2019, the Company entered into an unsecured 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 (d) On February 19, 2019, the Company issued an unsecured 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 3,000 50,500 At December 31, 2021, accrued interest on notes payable to related parties was $ 95,873 27,033 122,906 | NOTE 10 – NOTES PAYABLE – RELATED PARTY Notes payable to related party consists of the following at December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2021 December 31, 2020 Notes payable to related party (a) $ - $ 8,500 Notes payable to related party (b) 53,500 59,500 Total loans payable 53,500 68,000 Notes payable to related party, current portion (6,000 ) (12,000 ) Notes payable to related party, net of current portion $ 47,500 $ 56,000 (a) On October 31, 2018, Kona issued a Standard Promissory Note in favor of Robert Clark, as lender, in the original principal amount of $ 20,000 500 8,500 (b) On February 19, 2019, Gold Leaf issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 . Robert Clark is the Board Chairman, CEO and majority shareholder. The note bears no interest. Principal payments of $ 500 per month commenced in March 2019, with final payment due in March 2021. On March 15, 2021, Gold Leaf issued an Amendment to the original issued Standard Promissory Note in Favor of Robert Clark for the remaining outstanding principle of $ 58,000 . Principal payment of $ 500 per month, with final payment due in March 2022. The outstanding principal balance of this note at December 31, 2021 and December 31, 2020 was $ 53,500 and $ 59,500 , respectively. |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 and December 31, 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY June 30, 2022 December 31, 2021 YA II PN, Ltd. $ 900,000 $ 3,000,000 Less debt discount (815,270 ) (2,150,067 ) Secured debentures, net $ 84,730 $ 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 On May 5, 2022, the Company issued similar debentures to the Selling Stockholder in the aggregate amount of $ 500,000 The debentures bear interest at a rate of 8% per annum, secured by all of the tangible and intangible assets of the Company and are also convertible into shares of the Company’s common stock at a conversion price of $ 0.03 8,333,333 0.03 680,000 81,000 25,000 786,000 500,000 286,000 443,764 During the six months ended June 30, 2022, the note holder converted principal of $ 2,600,000 and accrued interest of $ 137,128 , or a total $ 2,737,128 , into 678,413,399 shares of common stock with a fair value of $ 5,859,165 . The Company followed the general extinguishment model to record the conversions and settlement of the debt. As such, the Company removed the debt and accrued interest totaled $ 2,737,128 , the related unamortized debt discount totaled $ 1,354,280 at the date of conversion. In addition, the Company revalued the derivative related to the bifurcated conversion option to its fair value of $ 3,639,000 at the date of the conversion and removed that amount. As a result, the Company recorded a loss on extinguishment of debt of $ 873,040 . As of December 31, 2021, the outstanding balance of the secured debentures amounted to $ 3,000,000 , with an unamortized debt discount of $ 2,150,067 , or a net balance of $ 849,933 . As of June 30, 2022, the outstanding balance of the secured debentures amounted to $ 900,000 , with an unamortized debt discount of $ 815,270 , or a net balance of $ 84,730 . During the six months ended June 30, 2022, the Company amortized debt discount of $ 444,793 As of June 30, 2022, 161,707,234 At December 31, 2021, accrued interest on the convertible notes payable was $ 54,110 77,785 137,128 4,767 | NOTE 11 – CONVERTIBLE SECURED DEBENTURES SECURED CONVERTIBLE DEBENTURES Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of December 31, 2021 and December 31, 2020: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY December 31, 2021 December 31, 2020 YA II PN, Ltd. $ 3,000,000 $ 900,000 Less debt discount (2,150,067 ) - Secured note payable, net $ 849,933 $ 900,000 2020 Securities Purchase Agreement From May to December 2020, the Company completed the 2020 Private Placement of the 2020 Debentures and the 2020 Warrant pursuant to the 2020 SPA. The Warrant (the “2020 Warrant”) is exercisable for up to 20,000,000 shares of Common Stock (the “2020 Warrant Shares”), with a three-year life, and an exercise price of $ 5.00 per share. The 2020 Debentures are due 12 months from their respective issuance dates and are secured by all of the Company’s assets and the assets of each of its subsidiaries pursuant to that certain Security Agreement by and among the Selling Stockholder, the Company’s subsidiaries, and the Company. Initially, the 2020 Debentures were convertible at the lower of (i) the fixed conversion price, which is $ 0.05 per share, subject to adjustment (the “2020 Fixed Conversion Price”), or (ii) 80% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the 15 trading days immediately preceding the conversion date, subject to adjustment (the “2020 Market Conversion Price”). The 2020 Debentures contain an adjustment provision that, subject to certain exceptions, reduces the conversion price if the Company issues shares of its common stock or common stock equivalents at a price lower than the then-current conversion price of the 2020 Debentures. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will also result in an adjustment of the conversion price of the 2020 Debentures. The 2020 Debentures are subject to a “conversion blocker” such that the Selling Stockholder cannot convert any portion of the 2020 Debentures that would result in the Selling Stockholder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of the Common Stock following such conversion (excluding, for purposes of such determination, shares of the Common Stock issuable upon conversion of the 2020 Debentures or exercise of the 2020 Warrant that had not then been converted or exercised, respectively). The Selling Stockholder can increase that 4.99% “conversion blocker” to 9.99% upon at least 65 days’ prior written notice to the Company. The 2020 Debentures accrue interest at an annual rate equal to 8 % and are due and payable on their respective maturity dates (or sooner if the Selling Stockholder converts the 2020 Debentures or otherwise accelerates the maturity date, as provided for in the 2020 Debentures). Interest is payable either in cash or, if certain Equity Conditions (as defined in the 2020 Debentures) are then satisfied, in shares of the Common Stock at the 2020 Market Conversion Price on the trading day immediately prior to the date paid. At the Company’s option, it has the right to redeem, in part or in whole, the outstanding principal and interest under the 2020 Debentures prior to their respective maturity dates; provided that (i) the VWAP of the Common Stock is less than the 2020 Fixed Conversion Price, initially $ 0.05 The 2020 Debentures contain an adjustment provision that, subject to certain exceptions, reduces the conversion price if the Company issues shares of the Common Stock or common stock equivalents at a price lower than the then-current conversion price of the 2020 Debentures. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will also result in an adjustment of the conversion price of the 2020 Debentures. As part of the terms of the Placement, the Company was required to a registration statement with the SEC registering for resale the Conversion Shares and the Warrant Shares. The Company complied with this requirement in accordance with the terms of the agreement. As a result of this offering, the Company issued the 2020 Debentures with an initial principal balance of one million As previously discussed, the 2020 Debentures were secured by all tangible and intangible assets of the Company, bore interest at a rate of 8% per annum, matured in one year and were secured by the Company’s assets. The 2020 Debentures were also convertible to shares of the Company’s Common Stock at a conversion price of $ 0.05 As the ultimate determination of shares to be issued upon conversion of 2020 Debentures could exceed the current number of available authorized shares, the Company determined that the conversion features of the 2020 Debentures were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities. Accordingly, the conversion features of the 2020 Debentures were separated from the host contracts (i.e. the 2020 Debentures) and characterized as derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations (see Note 14). In connection with the issuance of the 2020 Debentures, the Company also granted to the Selling Stockholder warrants to purchase up to 20 million shares of common stock. The warrants are exercisable at $ 0.05 per share and will expire in three years from their grant date. During the year ended December 31, 2020, the Selling Stockholder converted $ 100,000 8,255,348 900,000 2021 Securities Purchase Agreement During the year ended December 31, 2021, the Company issued similar debentures to the Selling Stockholder in the aggregate amount of $ 4,500,000 . The debentures bear interest at a rate of 8 0.03 per share or a per-share amount equivalent to the weighted average (of the outstanding principal of the debentures at January 1, 2021) 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. As of December 31, 2021, the weighted percentage was 75%.) As the ultimate determination of shares of common stock to be issued upon conversion of these debentures can exceed the current number of available authorized shares, the Company determined that the conversion features of these debentures are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as a derivative liability (see Note 14). 150 million shares of common stock. The warrants are exercisable at $ 0.03 per share and will expire in three years from their grant date. As a result of these issuances, the Company incurred the following (a) derivative liability of $ 3,982,000 to 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 discount of $ 195,000 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. The debt discount is being amortized to interest expense over the term of the corresponding debentures. During the year ended December 31, 2021, the Company amortized debt discount of $ 775,000 to interest expense. During the year ended December 31, 2021, the Selling Stockholder converted certain of the remaining balance of the 2020 Debentures and certain of the debentures that were issued in with an aggregate principal of $ 2,400,000 82,000 2,484,401 201,301,365 3,713,133 2,484,401 1,500,000 3,713,133 1,672,000 1,056,732 As of December 31, 2021, outstanding balance of the debentures issued in 2021 amounted to $ 3,000,000 2,150,067 849,933 As of December 31, 2021, 766,027,250 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program Loan | |
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 12 – PAYCHECK PROTECTION PROGRAM LOAN On May 4, 2020, the Company was granted a loan (the “2020 PPP Loan”) from Wells Fargo Bank, N.A., in the aggregate amount of $ 95,161 , pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. At December 31, 2020, the 2020 PPP Loan balance was $ 95,161 . In January 2021, the Company was granted an additional loan (the “2021 PPP Loan”) from Wells Fargo Bank, N.A., in the aggregate amount of $ 117,487 , pursuant to the PPP. During the year ended December 31, 2021, the Company was notified that its PPP loan forgiveness application was approved for both loans. The Company recorded the loan forgiveness as a gain on forgiveness of debt of $ 212,648 , which is included in other income, leaving no remaining balance owed at December 31, 2021. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 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 June 30, 2022 Remaining 2022 New Derivative 2022 At December 31, 2021 Stock Price $ 0.0086 $ .0120 $ .0168 $ 0.0052 Exercise Price $ 0.0058 $ .0062 $ .0082 $ 0.0039 Expected Life (Years) 0.85 0.34 1.00 0.74 Volatility 171 % 171 % 132 % 95 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 2.80 % 1.72 % 2.16 % 0.39 % Fair value: Conversion feature $ 833,000 $ 3,639,000 $ 680,000 $ 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. During the six months ended June 30, 2022, the Company recognized derivative liabilities of $ 680,000 upon issuance of additional secured convertible debentures (see Note 9), and the derivative liability balance was increased by $ 1,671,000 , representing the change in the fair value of the derivative liability from the respective prior period recorded as a component of other expenses 3,639,000 833,000 | NOTE 13 – 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 years 2020 and 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 December 31, 2021, and 2020, 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 December 31, 2021 Issued During 2021 At December 31, 2020 Stock Price $ 0.0052 $ 0.011 0.049 $ 0.0340 Exercise Price $ 0.0039 $ 0.008 – 0.021 $ 0.0332 Expected Life (Years) 0.74 1.00 1.00 Volatility 95 % 119 – 121 % 105 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 0.39 % 0.15 0.15 % 2.30 % Fair value: Conversion feature $ 2,121,000 $ 3,982,000 $ 361,152 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 $ 361,152 at December 31, 2020. During the year ended December 31, 2021, the Company recognized derivative liabilities of $ 3,982,000 upon issuance of additional secured convertible debentures (see Note 11). The derivative liability balance was decreased by $ 550,152 , representing the change in the fair value of the derivative liability from the respective prior period recorded as a component of other expenses, and a reduction of $ 1,672,000 recorded as a component of the loss on extinguishment of debt included in other expenses in the accompanying consolidated statements of operations, leaving a derivative liability balance of $ 2,121,000 at December 31, 2021. |
LEASE LIABILITIES
LEASE LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 six months ended June 30, 2022 and 2021, lease costs totaled $ 152,841 93,569 Our ROU asset balance was $ 966,955 96,219 870,736 As of December 31, 2021, lease liabilities totaled $ 1,052,720 25,481 1,027,239 3,798 99,476 949,446 21,683 927,763 224,162 725,284 As of June 30, 2022, the weighted average remaining lease terms for operating lease and finance lease are 4.14 2.75 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) $ 154,969 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 198,217 Total payments 1,159,331 Less: Amount representing interest (209,885 ) Present value of net minimum lease payments 949,446 Less: Current portion (224,162 ) Non-current portion $ 725,284 | NOTE 14 – 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 square feet of corporate office and warehouse space located at 746 North Drive, Suite A, Melbourne, Florida 32934. The lease is for a five-year term and expires on May 31, 2023. The initial monthly base rent was approximately $ 3,994 , plus state taxes. The monthly base rent increases annually by 3 percent. The Company leases a 30,000 square foot warehouse and main distribution hub in Greer, South Carolina. The lease is for a 63-month term that commenced in May 2019 and expires on August 1, 2026 10,200 2 The Company leases a 10,000 7,261 1.5 345,649 10 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 years ended December 31, 2021 and 2020, lease costs totaled $ 291,697 and $ 119,392 , respectively. Our ROU asset balance was $ 912,993 345,659 291,697 966,955 As of December 31, 2020, lease liabilities totaled $ 912,993 , comprised of finance lease liabilities of $ 32,980 and operating lease liabilities of $ 880,013 . During the year ended December 31, 2021, the Company added $ 345,659 of operating leases, and made payments of $ 7,499 against its finance lease liability and $ 198,433 against its operating lease liability. As of December 31, 2021, lease liabilities totaled $ 1,052,720 , comprised of finance lease liabilities of $ 25,481 and operating lease liabilities of $ 1,027,239 . At December 31, 2021, the current portion of lease liabilities was $ 213,837 , leaving a long-term lease liabilities balance of $ 838,883 . As of December 31, 2021, the weighted average remaining lease terms for operating lease and finance lease are 4.51 years and 3.25 years, respectively. As of December 31, 2021, the weighted average discount rate for operating lease is 10.00 % and 2.09 % for finance lease. Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES Years Ending December 31, Amount 2022 $ 307,808 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 198,219 Total payments 1,312,172 Less: Amount representing interest (259,452 ) Present value of net minimum lease payments 1,052,720 Less: Current portion (213,837 ) Non-current portion $ 838,883 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 250 140 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 June 30, 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 Common Stock The Company has authorized 2,500,000,000 1,709,122,945 1,004,709,546 Equity Transactions On April 1, 2022, the Company granted 1,000,000 0.0085 8,500 During the six months ended June 30, 2022, the Company issued an aggregate of 678,413,399 5,859,165 2,600,000 137,128 0.0040 During the six months ended June 30, 2022, and in connection with the issuance of the debenture, the Company issued to the lender 25,000,000 0.0040 25,000,000 135,000 During the six months ended June 30, 2021, the Company issued an aggregate of 55,464,596 1,122,984 1,100,000 22,882 0.0204 During the six months ended June 30, 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 six months ended June 30, 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 8,333,333 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, June 30, 2022 178,333,333 $ 0.03 Balance exercisable, June 30, 2022 178,333,333 $ 0.03 Information relating to outstanding warrants at June 30, 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 $ 0.03 158,333,333 2.01 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.87 $ 0.05 20,000,000 $ 0.02 178,333,333 1.89 $ 0.03 178,333,333 $ 0.03 Based on the fair market value of $ 0.0086 In connection with the issuance of convertible secured debentures on May 2, 2022 (see Note 9), the Company granted warrants with a relative fair value of $ 103,000 8,333,333 0.03 103,000 0.0180 132 0 2.16 | NOTE 15 – STOCKHOLDERS’ EQUITY Preferred Stock The Company’s issued and outstanding preferred stock, par value $ 0.00001 per share, at December 31, 2021 and 2020 was 988,000 and 988,140 , respectively. The Board, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. Series A Preferred Stock The Company had authorized 4,000,000 shares of Series A Preferred Stock, par value of $ 0.00001 per share (the “Series A Preferred Stock”), of which no shares were authorized, issued or outstanding at December 31, 2021 and December 31, 2020. Each share of Series A Preferred Stock, when outstanding, could have been converted into one share of the Common Stock. Series B Preferred Stock The Company had authorized 1,200,000 0.00001 488,000 488,000 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”). At December 31, 2021 and 2020, the Company had authorized 250 shares, respectively, of Series C Preferred Stock of which 140, shares, respectively, were issued and outstanding at 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 December 31, 2021, no shares of Series C Preferred Stock were issued and outstanding. Series D Preferred Stock The Company had authorized 500,000 shares of Series D Preferred Stock, par value of $ 0.00001 per share (the “Series D Preferred Stock”), of which 500,000 shares were issued and outstanding at December 31, 2021 and December 31, 2020, respectively. Each share of the Series D Preferred Stock may be converted into 1,000 Common Stock The Company has authorized 2,500,000,000 shares of the Common Stock, respectively, of which 1,004,709,546 shares were issued and outstanding at December 31, 2021, and 786,308,041 were issued and outstanding at December 31, 2020. Equity Transactions During the year ended December 31, 2021, the Company issued an aggregate of 201,301,365 shares of Common Stock with a fair value of $ 3,713,133 upon the conversion of $ 2,484,401 of principal and accrued interest on its convertible secured debentures (see Note 11). During the year ended December 31, 2021, the Company issued 9,000,000 243,000 During the year ended December 31, 2020, the Company issued an aggregate of 8,255,438 shares of Common Stock upon the conversion of $ 112,274 of principal and accrued interest on its convertible secured debentures (see Note 11). |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | NOTE 16 – SHARE BASED COMPENSATION Employee Shares During 2021 the Company issued an aggregate of 8,000,000 shares of Common Stock to William J Stineman pursuant to that certain Employment Agreement by and between Mr. Stineman and the Company. The per-share fair market value of the shares was $ 0.0265 212,000 During 2021 the Company issued 100,000 0.018 1,800 On July 10, 2020, the Company issued an aggregate of 4,000,000 4,000,000 The Company issued 5,000,000 0.0637 318,500 On April 3, 2020, the Company issued 5,000,000 157,500 0.0315 For other equity issuances during year ended December 31, 2021 and the year ended December 31, 2020, please see Note 17, Sponsorships. 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 Restricted common stock The Company’s directors, officers, key employees, and non-employees were granted stock-based compensation consisting of restricted stock awards. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense at the date of issuance. The Company estimates the fair value of each restricted stock award as of the date of grant using closing price as reported by the OTCM on the date of grant. The Board has not adopted any employee stock purchase plans or other incentive plans, nor does the Company grant stock options to its directors, officers, and employees. The share-based payments granted for the years ended December 31, 2021 and 2020, were 8,100,000 and 10,085,140 shares of the Common Stock, respectively. There were no For the years ended December 31, 2021 and 2020, the Company recognized stock-based compensation expense, which is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Loss, as follows: STOCK BASED COMPENSATION EXPENSES Years Ended December 31, 2021 2020 Employee stock awards $ 213,800 $ 476,002 Non-employee stock awards - 2,578 Total stock-based compensation expense $ 213,800 $ 478,580 Summary of Warrants A summary of warrants for the years ended December 31, 2021 and 2020, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2019 - $ - Warrants granted 20,000,000 0.05 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2020 20,000,000 0.05 Warrants granted 150,000,000 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Balance exercisable, December 31, 2021 170,000,000 $ 0.03 Information relating to outstanding warrants at December 31, 2021, 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 2.46 $ 0.03 150,000,000 $ 0.03 $ 0.05 20,000,000 1.37 $ 0.05 20,000,000 $ 0.05 170,000,000 2.33 $ 0.03 170,000,000 $ 0.03 In connection with the May 2020 Securities Purchase Agreement (see Note 11), the Company granted a Warrant to purchase up to an aggregate of 50 million shares of the Common Stock. The Warrant has a three-year term and is immediately exercisable at an exercise price of $ 0.05 per share, subject to adjustment. Based on the fair market value of $ 0.0059 In connection with the issuance of 2021 convertible secured debentures in 2021 (see Note 11), the Company granted warrants with a relative fair value of $ 1,581,000 to purchase up to an aggregate of 150 million shares of the Common Stock. Each warrant has a three-year 0.03 per share, subject to adjustment. The fair value of each warrant on the date of grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANT 2021 2020 Exercise Price $ 0.05 $ 0.05 Stock Price $ 0.016 $ 0.02 Risk-free interest rate 0.53 % 1.65 % Expected volatility 214 % 171 % Expected life (in years) 3.0 3.0 Expected dividend yield 0 % 0 % Warrants and rights outstanding, measurement input |
SPONSORSHIPS
SPONSORSHIPS | 12 Months Ended |
Dec. 31, 2021 | |
Sponsorships | |
SPONSORSHIPS | NOTE 17 – SPONSORSHIPS On May 1, 2019, the Company entered into a sponsorship agreement with Ryan Dodd, a professional waterski jumper (the “Dodd Agreement”), whereby the Company agreed to pay monthly sponsorship fees of $ 1,250 262,500 0.131 34,388 85,000 0.0315 2,578 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 18 – INCOME TAXES At December 31, 2021, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $ 10,206,000 for Federal and state purposes. The carryforwards expire in various amounts through 2041. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years). Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2021 and 2020, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2021, and 2020, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2021 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE December 31, 2021 December 31, 2020 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % The components of deferred taxes consist of the following at December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAXES December 31, 2021 December 31, 2020 Net operating loss carryforwards $ 2,756,000 $ 1,415,000 Less: Valuation allowance (2,756,000 ) (1,415,000 ) Net deferred tax assets $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Subsequent to June 30, 2022, the Company issued an aggregate of 72,033,921 300,000 2,542 0.0042 Pursuant to a Securities Purchase Agreement dated July 28, 2022 (the “SPA”), the Company completed a private placement of a Senior Secured Promissory Note (the “Senior Note”) with an initial principal amount of $ 595,000 100,000,000 The transactions contemplated by the SPA were consummated on July 29, 2022 (the “Issue Date”). Upon the funding, the Company sold and issued the Senior Note and granted the Warrant. Pursuant to the SPA, the purchase price for the Senior Note was $ 595,000 92,325 8 47,500 38,325 6,500 The Senior Note 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 Agreement. The security interest granted to the Investor under the Security Agreement is subordinate to the continuing security interest that remains in effect pursuant to the previous grant of a security interest in connection with a still-outstanding debenture to an earlier investor. Initially, the Senior Note is convertible into shares of the Company’s Common Stock (the “Conversion Shares”) at a fixed conversion price of $ 0.0045 4.99 10 | NOTE 19 – SUBSEQUENT EVENTS Subsequent to December 31, 2021, the Company issued an aggregate of 453,078,847 shares of Common Stock upon the conversion of $ 1,290,000 of principal, and $ 50,780 of accrued interest on its convertible secured debentures, at an average price of $ 0.0031 (see Note 11). On March 25, 2022, the Company entered into a secured debenture with an otherwise unaffiliated in the principal amount of $ 250,000 March 24, 2023 0.97 25,000,000 0.004 The Company granted 1,000,000 0.0085 8,500 |
ACQUISITION OF S AND S BEVERA_2
ACQUISITION OF S AND S BEVERAGE, INC. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 Beverage, Inc. (“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 1,050,000 89,249 400,000 2.00 675,317 8,586 666,731 60,000 Proforma information for the three and six month period ended June 30, 2022 has been omitted as the operations of S and S prior to the acquisition were de minimis. During the three months ended June 30, 2022, revenue of $ 209,861 10,258 5,675 368,879 95,923 89,116 | 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”) of a fair value of $ 243,000 . The Company did not grant them any registration rights in respect of the shares of Acquisition Stock. The Company also agreed to pay an aggregate of $ 1,050,000 (the “Aggregate Acquisition Payments”), the majority of which is allocated to certain creditors of S and S (including one of the S and S’s legacy shareholders) and approximately $ 89,249 was allocated and paid to the five S and S legacy shareholders on a pro rata basis. The Company paid approximately $ 400,000 of the Aggregate Acquisition Payments at the closing of the transaction. The remaining Aggregate Acquisition Payments, including the Remaining Acquisition Payments, are scheduled to be paid in monthly installments, in arrears on the tenth calendar day of each month, commencing on March 10, 2021, at a rate equivalent to $ 2.00 per case of Lemin Superior Lemonade (the product line of S and S that we have now branded as Ooh La Lemin) that we sell until the Aggregate Acquisition Payments have been paid in full. During the year ended December 31, 2021, the Company paid $ 63,932 of the remaining Aggregate Acquisition Payments, leaving an acquisition obligation balance of $ 675,317 at December 31, 2021. The Company utilized the acquisition method of accounting for the S and S acquisition in accordance with ASC 805, Business Combinations The acquisition was intended to augment and diversify the Company’s business. Key factors that contributed to the recorded goodwill and intangible assets in the aggregate were the opportunity to generate future revenues and synergies within the business. The goodwill will not be amortized but will be tested annually for impairment. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation: SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE Fair Value Consideration paid: Acquired obligations $ 340,000 Note payable – acquisition 1,050,000 Common stock ( 9,000,000 0.27 243,000 Total consideration paid $ 1,633,000 Purchase price allocation Acquired assets 296,000 Goodwill 1,337,000 Total purchase price $ 1,633,000 During the year ended December 31, 2021, management determined there were indications of impairment, and recorded a charge of approximately $ 1.3 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 year ended December 31, 2021 and 2020 give effect to the transaction as if it had occurred on January 1, 2020. SCHEDULE OF PROFORMA STATEMENT OF OPERATIONS Years ended December 31, 2021 2020 (Proforma, (Proforma, Revenues $ 2,518,750 $ 1,253,199 Loss from operations $ (4,388,618 ) $ (2,962,038 ) Net loss $ (7,022,966 ) $ (3,727,484 ) Pursuant to the provisions of ASC 805, the following results of operations of S and S subsequent to the acquisition are as follows: January 22 to Revenues $ 620,000 Direct cost of revenues 316,000 Selling, general and administrative expense 431,200 Net loss $ (127,200 ) These amounts were included in the accompanying Consolidated Statement of Operations. |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Related Parties | ||
NOTES PAYABLE – RELATED PARTIES | NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY June 30, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 200,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 50,500 53,500 Total notes payable – related parties 1,728,651 1,531,651 Notes payable – related parties, current portion (1,728,651 ) (6,000 ) Notes payable – related parties, net of current portion $ - $ 1,525,651 (a) On April 4, 2019, the Company entered into an unsecured 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 1,352,651 (b) On May 6, 2022, the Company entered into an unsecured 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 $ 300,000 3.75 May 6, 2023 200,000 (c) On August 29, 2019, the Company entered into an unsecured 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 (d) On February 19, 2019, the Company issued an unsecured 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 3,000 50,500 At December 31, 2021, accrued interest on notes payable to related parties was $ 95,873 27,033 122,906 | NOTE 10 – NOTES PAYABLE – RELATED PARTY Notes payable to related party consists of the following at December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2021 December 31, 2020 Notes payable to related party (a) $ - $ 8,500 Notes payable to related party (b) 53,500 59,500 Total loans payable 53,500 68,000 Notes payable to related party, current portion (6,000 ) (12,000 ) Notes payable to related party, net of current portion $ 47,500 $ 56,000 (a) On October 31, 2018, Kona issued a Standard Promissory Note in favor of Robert Clark, as lender, in the original principal amount of $ 20,000 500 8,500 (b) On February 19, 2019, Gold Leaf issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 . Robert Clark is the Board Chairman, CEO and majority shareholder. The note bears no interest. Principal payments of $ 500 per month commenced in March 2019, with final payment due in March 2021. On March 15, 2021, Gold Leaf issued an Amendment to the original issued Standard Promissory Note in Favor of Robert Clark for the remaining outstanding principle of $ 58,000 . Principal payment of $ 500 per month, with final payment due in March 2022. The outstanding principal balance of this note at December 31, 2021 and December 31, 2020 was $ 53,500 and $ 59,500 , respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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. | 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. | 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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not affect revenue or net loss. The Company reclassified its accrued stock compensation, previously reflected as a liability, to common shares issuable, a component of stockholders’ equity. The reclassification was recorded after the Company concluded its accrued stock compensation had a fixed and determinable price with no cash payment provision (see Note 16). | |
Accounts Receivable | Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2021 and 2020, the allowance was $ 11,926 3,967 | |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company’s inventories are valued at the lower cost or net realizable value. The Company’s inventory consists almost entirely of finished and unfinished goods, and freight, which include CBD energy waters, CBD waters, hemp energy drinks, cans for production, and merchandise and apparel. The Company periodically evaluates and adjusts inventories for obsolescence. During the year ended December 31, 2021, management recorded a reserve for slow moving and potentially obsolete inventory of $ 150,000 | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSET Property and Equipment Type Years of Depreciation Furniture and fixtures 7 Machinery and equipment 7 Vehicles 5 Computer equipment 5 7 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of its property and equipment. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation, not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31 (its fiscal year end). Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. During the year ended December 31, 2021, management determined there were indications of impairment, and recorded a charge of approximately $ 1,337,287 , leaving no remaining goodwill balance at December 31, 2021. Intangible Assets with Finite Useful Lives We have certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of ten years. | |
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 36,700 19,800 71,800 57,417 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 June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 219,790 $ 414,937 (47 )% Amazon and Walmart Marketplace 44,565 39,256 14 % Online Sales 13,709 21,843 (37 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales Returns and Allowances (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 413,107 $ 672,873 (39 )% Amazon and Walmart Marketplace 80,089 77,759 3 % Online Sales 22,316 40,047 (44 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales Returns and Allowances (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 50,792 $ 113,434 (55 )% CBD Energy Waters 17,249 31,682 (46 )% Lemonade Drinks 209,976 329,893 (36 )% Apparel 47 1,027 (95 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales returns and allowance (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 118,574 $ 201,926 (41 )% CBD Energy Waters 41,588 51,762 (20 )% Lemonade Drinks 354,238 535,733 (34 )% Apparel 112 1,258 (91 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales returns and allowance (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % | 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% of total sales. The Company recorded sales return, and allowance at the year ending December 31, 2021 and 2020 of approximately $ 77,479 and $ 28,707 , respectively, which is included in the revenues, net of sales returns and allowances in the accompanying Consolidated Statements of Loss. 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 Year Ended December 31, 2021 2020 Revenue Source Revenue Revenue % Change Distributors $ 895,850 $ 438,745 104 % Amazon 154,240 87,965 75 % Online Sales 68,073 55,190 23 % Retail 1,420,747 332,371 327 % Shipping 17,305 24,663 (30 )% Sales Returns and Allowances (77,479 ) (28,707 ) 170 % Net Revenues $ 2,478,736 $ 910,227 172 % The following table presents our net revenues by product lines for the period presented: Year Ended December 31, 2021 2020 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 362,096 $ 384,300 ( 6 )% CBD Energy Waters 133,110 195,050 (32 )% Lemonade Drinks 621,331 - 100 % Apparel 1,626 2,550 (36 )% Retail 1,420,747 332,371 327 % Shipping 17,305 24,663 (30 )% Sales returns and allowance (77,479 ) (28,707 ) 170 % Net Revenues $ 2,478,736 $ 910,227 172 % |
Cost of Sales | Cost of Sales Cost of revenues consists primarily of expenses associated with products sold to distributors and resellers, including product and shipping costs. Costs also include credit card fees, fees incurred for sales that occur on Amazon.com, and other transaction fees related to the processing of consumer transactions. Typically, we expect that the cost of revenues will increase as a direct correlation to increases in sales. Thus, our cost of revenues increases on an absolute basis versus on a percentage of sales basis. At the same time, when sales increase, thereby increasing our orders with our co-packers, our cost of products decreases because of the volume discounts we receive from our co-packers. | |
Delivery and Handling Expense | Delivery and Handling Expense Shipping and handling costs are comprised of purchasing and receiving, inspection, warehousing, transfer freight, and other costs associated with product distribution after manufacture and are included as part of operating expenses. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs for the six months ended June 30, 2022 and 2021, were $ 105,956 24,100 | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 164,052 36,935 |
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. | |
Income Taxes | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. | |
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 June 30, 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 June 30, 2022 June 30, 2021 Warrants 178,333,333 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 500,000 500,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 161,707,234 80,508,648 Total 511,028,567 321,496,788 | 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 years ended December 31, 2021 and 2020, 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 December 31, 2021 December 31, 2020 Warrants 170,000,000 20,000,000 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 Restricted common stock 8,100,000 10,085,140 Common stock on convertible debentures and accrued interest 766,027,250 33,700,481 Total 1,614,615,250 734,273,761 |
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. | 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 | Segments During the year, the Company consolidated and restructured its operations. The Company now 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. |
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 30 10 19 Accounts receivable. 15 60 Co-Packers. Purchases from vendors. 32 20 11 33 13 12 11 Accounts payable. 10 13 21 20 14 12 11 | 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 10 Accounts receivable. 60 % of its gross accounts receivable. As of December 31, 2020, the Company had accounts receivable from four customers that comprised 76 % of its gross accounts receivable. Co-Packers. Purchases from vendors. 13 %, 11 %, and 10 % of all purchases, respectively. During the year ended December 31, 2020, the Company did not purchase in excess of 10% of its purchases from any single vendor. Accounts payable. 20 %, 14 %, 12 %, and 11 % of the total accounts payable, respectively. As of December 31, 2020, three vendors accounted for more than 10% of the total accounts payable. The Company’s largest three vendors accounted for 29 %, 19 %, and 10 % of the total accounts payable, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments 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. | 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 early 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. |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSET | SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSET Property and Equipment Type Years of Depreciation Furniture and fixtures 7 Machinery and equipment 7 Vehicles 5 Computer equipment 5 7 | |
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 June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 219,790 $ 414,937 (47 )% Amazon and Walmart Marketplace 44,565 39,256 14 % Online Sales 13,709 21,843 (37 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales Returns and Allowances (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended June 30, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 413,107 $ 672,873 (39 )% Amazon and Walmart Marketplace 80,089 77,759 3 % Online Sales 22,316 40,047 (44 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales Returns and Allowances (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 50,792 $ 113,434 (55 )% CBD Energy Waters 17,249 31,682 (46 )% Lemonade Drinks 209,976 329,893 (36 )% Apparel 47 1,027 (95 )% Retail 927,614 328,848 182 % Shipping 4,420 5,725 (23 )% Sales returns and allowance (36,700 ) (19,800 ) 85 % Net Revenues $ 1,173,398 $ 790,809 48 % Six Months Ended 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 118,574 $ 201,926 (41 )% CBD Energy Waters 41,588 51,762 (20 )% Lemonade Drinks 354,238 535,733 (34 )% Apparel 112 1,258 (91 )% Retail 1,719,015 509,130 238 % Shipping 5,802 10,588 (45 )% Sales returns and allowance (71,800 ) (57,417 ) 25 % Net Revenues $ 2,168,529 $ 1,252,980 73 % | 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 Year Ended December 31, 2021 2020 Revenue Source Revenue Revenue % Change Distributors $ 895,850 $ 438,745 104 % Amazon 154,240 87,965 75 % Online Sales 68,073 55,190 23 % Retail 1,420,747 332,371 327 % Shipping 17,305 24,663 (30 )% Sales Returns and Allowances (77,479 ) (28,707 ) 170 % Net Revenues $ 2,478,736 $ 910,227 172 % The following table presents our net revenues by product lines for the period presented: Year Ended December 31, 2021 2020 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 362,096 $ 384,300 ( 6 )% CBD Energy Waters 133,110 195,050 (32 )% Lemonade Drinks 621,331 - 100 % Apparel 1,626 2,550 (36 )% Retail 1,420,747 332,371 327 % Shipping 17,305 24,663 (30 )% Sales returns and allowance (77,479 ) (28,707 ) 170 % Net Revenues $ 2,478,736 $ 910,227 172 % |
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES | For the period ended June 30, 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 June 30, 2022 June 30, 2021 Warrants 178,333,333 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 500,000 500,000 Common stock issuable 170,000,000 170,000,000 Common stock on convertible debentures and accrued interest 161,707,234 80,508,648 Total 511,028,567 321,496,788 | For the years ended December 31, 2021 and 2020, 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 December 31, 2021 December 31, 2020 Warrants 170,000,000 20,000,000 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 Restricted common stock 8,100,000 10,085,140 Common stock on convertible debentures and accrued interest 766,027,250 33,700,481 Total 1,614,615,250 734,273,761 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 December 31, 2021 Raw materials $ 219,683 $ 70,592 Finished goods, net 970,230 504,219 Total $ 1,189,913 $ 574,811 | 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 December 31, 2021 December 31, 2020 Raw materials $ 70,592 $ 38,705 Finished goods, net 504,219 621,799 Total $ 574,811 $ 660,504 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 December 31, 2021 Furniture and Fixtures $ 77,154 $ 75,070 Computers and Software 32,325 29,196 Machinery & Equipment 116,754 108,799 Vehicles 250,093 239,093 Total cost 476,326 452,158 Accumulated depreciation (148,371 ) (104,121 ) Property, plant and equipment, net $ 327,955 $ 348,037 | Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2021 December 31, 2020 Furniture and Fixtures $ 75,070 $ 57,879 Computers and Software 29,196 16,638 Machinery & Equipment 108,799 79,951 Vehicles 239,093 68,135 Total cost 452,158 222,603 Accumulated depreciation (104,121 ) (54,731 ) Property, plant and equipment, net $ 348,037 $ 167,872 |
ACQUISITION OF S AND S BEVERA_3
ACQUISITION OF S AND S BEVERAGE, INC (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE | The following table summarizes the assets acquired, liabilities assumed and purchase price allocation: SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE Fair Value Consideration paid: Acquired obligations $ 340,000 Note payable – acquisition 1,050,000 Common stock ( 9,000,000 0.27 243,000 Total consideration paid $ 1,633,000 Purchase price allocation Acquired assets 296,000 Goodwill 1,337,000 Total purchase price $ 1,633,000 |
SCHEDULE OF PROFORMA STATEMENT OF OPERATIONS | 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 year ended December 31, 2021 and 2020 give effect to the transaction as if it had occurred on January 1, 2020. SCHEDULE OF PROFORMA STATEMENT OF OPERATIONS Years ended December 31, 2021 2020 (Proforma, (Proforma, Revenues $ 2,518,750 $ 1,253,199 Loss from operations $ (4,388,618 ) $ (2,962,038 ) Net loss $ (7,022,966 ) $ (3,727,484 ) Pursuant to the provisions of ASC 805, the following results of operations of S and S subsequent to the acquisition are as follows: January 22 to Revenues $ 620,000 Direct cost of revenues 316,000 Selling, general and administrative expense 431,200 Net loss $ (127,200 ) |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSET | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET June 30, 2022 December 31, 2021 Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (26,462 ) (21,585 ) Total Intangible Assets, net of amortization $ 71,078 $ 75,955 | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET December 31, 2021 December 31, 2020 Intangible Assets Trademarks $ 85,340 $ 81,750 Website development 12,200 - Accumulated amortization (21,585 ) (12,262 ) Total Intangible Assets, net of amortization $ 75,955 $ 69,488 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 (remaining) $ 4,877 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 71,078 | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2022 $ 9,754 2023 9,754 2024 9,754 2025 9,754 2026 9,754 Thereafter 27,185 Total $ 75,955 |
LINES OF CREDIT _ RELATED PAR_2
LINES OF CREDIT – RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LINE OF CREDIT WITH RELATED PARTY | Line of credit with related party consists of the following at December 31, 2021 and 2020: SCHEDULE OF LINE OF CREDIT WITH RELATED PARTY December 31, 2021 December 31, 2020 Line of credit to related party $ 1,352,651 $ 1,369,651 Line of credit to related party 125,500 125,500 Total $ 1,478,151 $ 1,495,151 (c) On April 4, 2019, Kona entered into a Line of Credit Agreement with Robert Clark. Robert Clark is the Board Chairman, CEO and majority shareholder. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 . Advances under this line of credit bear interest at the rate of 3.75 percent per annum. The line of credit matures on April 4, 2023 1,352,651 and $ 1,369,651 , respectively. (d) On August 29, 2019, Gold Leaf entered into a Line of Credit Agreement with Robert Clark. Robert Clark is the Board Chairman, CEO and majority shareholder. The agreement established a revolving line of credit in the amount of up to $ 200,000 . Advances under this line of credit bear interest at the rate of 3.75 percent per annum. The line of credit matures on August 29, 2022, at which time all outstanding principal amounts and accrued interest are due and payable. At December 31, 2021 and December 31, 2020, outstanding principal was $ 125,500 and $ 125,500 , respectively. |
NOTES PAYABLE _ RELATED PARTY (
NOTES PAYABLE – RELATED PARTY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Related Party | ||
SCHEDULE OF NOTES PAYABLE RELATED PARTY | Notes payable with related parties consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY June 30, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 200,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 50,500 53,500 Total notes payable – related parties 1,728,651 1,531,651 Notes payable – related parties, current portion (1,728,651 ) (6,000 ) Notes payable – related parties, net of current portion $ - $ 1,525,651 (a) On April 4, 2019, the Company entered into an unsecured 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 1,352,651 (b) On May 6, 2022, the Company entered into an unsecured 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 $ 300,000 3.75 May 6, 2023 200,000 (c) On August 29, 2019, the Company entered into an unsecured 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 (d) On February 19, 2019, the Company issued an unsecured 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 3,000 50,500 | Notes payable to related party consists of the following at December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2021 December 31, 2020 Notes payable to related party (a) $ - $ 8,500 Notes payable to related party (b) 53,500 59,500 Total loans payable 53,500 68,000 Notes payable to related party, current portion (6,000 ) (12,000 ) Notes payable to related party, net of current portion $ 47,500 $ 56,000 (a) On October 31, 2018, Kona issued a Standard Promissory Note in favor of Robert Clark, as lender, in the original principal amount of $ 20,000 500 8,500 (b) On February 19, 2019, Gold Leaf issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 . Robert Clark is the Board Chairman, CEO and majority shareholder. The note bears no interest. Principal payments of $ 500 per month commenced in March 2019, with final payment due in March 2021. On March 15, 2021, Gold Leaf issued an Amendment to the original issued Standard Promissory Note in Favor of Robert Clark for the remaining outstanding principle of $ 58,000 . Principal payment of $ 500 per month, with final payment due in March 2022. The outstanding principal balance of this note at December 31, 2021 and December 31, 2020 was $ 53,500 and $ 59,500 , respectively. |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 and December 31, 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY June 30, 2022 December 31, 2021 YA II PN, Ltd. $ 900,000 $ 3,000,000 Less debt discount (815,270 ) (2,150,067 ) Secured debentures, net $ 84,730 $ 849,933 | Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of December 31, 2021 and December 31, 2020: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY December 31, 2021 December 31, 2020 YA II PN, Ltd. $ 3,000,000 $ 900,000 Less debt discount (2,150,067 ) - Secured note payable, net $ 849,933 $ 900,000 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
SCHEDULE OF DERIVATIVE LIABILITY | As of June 30, 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 June 30, 2022 Remaining 2022 New Derivative 2022 At December 31, 2021 Stock Price $ 0.0086 $ .0120 $ .0168 $ 0.0052 Exercise Price $ 0.0058 $ .0062 $ .0082 $ 0.0039 Expected Life (Years) 0.85 0.34 1.00 0.74 Volatility 171 % 171 % 132 % 95 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 2.80 % 1.72 % 2.16 % 0.39 % Fair value: Conversion feature $ 833,000 $ 3,639,000 $ 680,000 $ 2,121,000 | As of December 31, 2021, and 2020, 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 December 31, 2021 Issued During 2021 At December 31, 2020 Stock Price $ 0.0052 $ 0.011 0.049 $ 0.0340 Exercise Price $ 0.0039 $ 0.008 – 0.021 $ 0.0332 Expected Life (Years) 0.74 1.00 1.00 Volatility 95 % 119 – 121 % 105 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 0.39 % 0.15 0.15 % 2.30 % Fair value: Conversion feature $ 2,121,000 $ 3,982,000 $ 361,152 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 $ 361,152 at December 31, 2020. During the year ended December 31, 2021, the Company recognized derivative liabilities of $ 3,982,000 upon issuance of additional secured convertible debentures (see Note 11). The derivative liability balance was decreased by $ 550,152 , representing the change in the fair value of the derivative liability from the respective prior period recorded as a component of other expenses, and a reduction of $ 1,672,000 recorded as a component of the loss on extinguishment of debt included in other expenses in the accompanying consolidated statements of operations, leaving a derivative liability balance of $ 2,121,000 at December 31, 2021. |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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) $ 154,969 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 198,217 Total payments 1,159,331 Less: Amount representing interest (209,885 ) Present value of net minimum lease payments 949,446 Less: Current portion (224,162 ) Non-current portion $ 725,284 | Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES Years Ending December 31, Amount 2022 $ 307,808 2023 282,347 2024 262,715 2025 261,083 2026 and thereafter 198,219 Total payments 1,312,172 Less: Amount representing interest (259,452 ) Present value of net minimum lease payments 1,052,720 Less: Current portion (213,837 ) Non-current portion $ 838,883 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK BASED COMPENSATION EXPENSES | For the years ended December 31, 2021 and 2020, the Company recognized stock-based compensation expense, which is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Loss, as follows: STOCK BASED COMPENSATION EXPENSES Years Ended December 31, 2021 2020 Employee stock awards $ 213,800 $ 476,002 Non-employee stock awards - 2,578 Total stock-based compensation expense $ 213,800 $ 478,580 | |
SCHEDULE OF SUMMARY OF WARRANTS | A summary of warrants for the six months ended June 30, 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 8,333,333 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, June 30, 2022 178,333,333 $ 0.03 Balance exercisable, June 30, 2022 178,333,333 $ 0.03 | A summary of warrants for the years ended December 31, 2021 and 2020, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2019 - $ - Warrants granted 20,000,000 0.05 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2020 20,000,000 0.05 Warrants granted 150,000,000 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Balance exercisable, December 31, 2021 170,000,000 $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANTS | Information relating to outstanding warrants at June 30, 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 $ 0.03 158,333,333 2.01 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.87 $ 0.05 20,000,000 $ 0.02 178,333,333 1.89 $ 0.03 178,333,333 $ 0.03 | Information relating to outstanding warrants at December 31, 2021, 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 2.46 $ 0.03 150,000,000 $ 0.03 $ 0.05 20,000,000 1.37 $ 0.05 20,000,000 $ 0.05 170,000,000 2.33 $ 0.03 170,000,000 $ 0.03 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANT | The fair value of each warrant on the date of grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANT 2021 2020 Exercise Price $ 0.05 $ 0.05 Stock Price $ 0.016 $ 0.02 Risk-free interest rate 0.53 % 1.65 % Expected volatility 214 % 171 % Expected life (in years) 3.0 3.0 Expected dividend yield 0 % 0 % Warrants and rights outstanding, measurement input |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE | The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE December 31, 2021 December 31, 2020 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % |
SCHEDULE OF DEFERRED TAXES | The components of deferred taxes consist of the following at December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAXES December 31, 2021 December 31, 2020 Net operating loss carryforwards $ 2,756,000 $ 1,415,000 Less: Valuation allowance (2,756,000 ) (1,415,000 ) Net deferred tax assets $ - $ - |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Related Parties | ||
SCHEDULE OF NOTES PAYABLE RELATED PARTY | Notes payable with related parties consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY June 30, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 200,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 50,500 53,500 Total notes payable – related parties 1,728,651 1,531,651 Notes payable – related parties, current portion (1,728,651 ) (6,000 ) Notes payable – related parties, net of current portion $ - $ 1,525,651 (a) On April 4, 2019, the Company entered into an unsecured 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 1,352,651 (b) On May 6, 2022, the Company entered into an unsecured 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 $ 300,000 3.75 May 6, 2023 200,000 (c) On August 29, 2019, the Company entered into an unsecured 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 (d) On February 19, 2019, the Company issued an unsecured 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 3,000 50,500 | Notes payable to related party consists of the following at December 31, 2021 and 2020: SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2021 December 31, 2020 Notes payable to related party (a) $ - $ 8,500 Notes payable to related party (b) 53,500 59,500 Total loans payable 53,500 68,000 Notes payable to related party, current portion (6,000 ) (12,000 ) Notes payable to related party, net of current portion $ 47,500 $ 56,000 (a) On October 31, 2018, Kona issued a Standard Promissory Note in favor of Robert Clark, as lender, in the original principal amount of $ 20,000 500 8,500 (b) On February 19, 2019, Gold Leaf issued a Standard Promissory Note in Favor of Robert Clark, as lender, in the original principal amount of $ 70,000 . Robert Clark is the Board Chairman, CEO and majority shareholder. The note bears no interest. Principal payments of $ 500 per month commenced in March 2019, with final payment due in March 2021. On March 15, 2021, Gold Leaf issued an Amendment to the original issued Standard Promissory Note in Favor of Robert Clark for the remaining outstanding principle of $ 58,000 . Principal payment of $ 500 per month, with final payment due in March 2022. The outstanding principal balance of this note at December 31, 2021 and December 31, 2020 was $ 53,500 and $ 59,500 , respectively. |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following at June 30, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE June 30, 2022 December 31, 2021 Note payable (a) $ 30,193 $ 33,312 Note payable (b) 39,389 - Note payable (c) 250,000 - Less debt discount (c) (99,031 ) - Total notes payable, net 220,551 33,312 Notes payable, current portion (198,332 ) (7,974 ) Notes payable, net of current portion $ 22,219 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 months 5.44 665 33,312 3,119 30,193 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 39,389 (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 99,031 | |
SCHEDULE OF SUMMARY OF WARRANTS | A summary of warrants for the six months ended June 30, 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 8,333,333 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, June 30, 2022 178,333,333 $ 0.03 Balance exercisable, June 30, 2022 178,333,333 $ 0.03 | A summary of warrants for the years ended December 31, 2021 and 2020, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2019 - $ - Warrants granted 20,000,000 0.05 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2020 20,000,000 0.05 Warrants granted 150,000,000 0.03 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 170,000,000 $ 0.03 Balance exercisable, December 31, 2021 170,000,000 $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANTS | Information relating to outstanding warrants at June 30, 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 $ 0.03 158,333,333 2.01 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.87 $ 0.05 20,000,000 $ 0.02 178,333,333 1.89 $ 0.03 178,333,333 $ 0.03 | Information relating to outstanding warrants at December 31, 2021, 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 2.46 $ 0.03 150,000,000 $ 0.03 $ 0.05 20,000,000 1.37 $ 0.05 20,000,000 $ 0.05 170,000,000 2.33 $ 0.03 170,000,000 $ 0.03 |
BASIS OF PRESENTATION AND LIQ_2
BASIS OF PRESENTATION AND LIQUIDITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 09, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | ||||||||||
Net loss | $ 1,388,525 | $ 373,214 | $ 4,950,087 | $ 2,192,939 | $ 7,020,137 | $ 3,125,595 | ||||
Cash used in operations | 1,619,355 | 875,555 | 2,730,596 | 1,370,124 | ||||||
Stockholders deficit | 2,991,280 | $ 2,604,138 | 2,991,280 | $ 2,604,138 | 4,124,858 | 2,857,654 | $ 4,362,006 | $ 2,470,098 | $ 604,478 | |
Cash | $ 6,188 | $ 6,188 | $ 703,825 | $ 113,168 | ||||||
Subsequent Event [Member] | Secured Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from secured debt | $ 547,500 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSET (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
SCHEDULE OF NET REVENUES BY REV
SCHEDULE OF NET REVENUES BY REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||
Net revenues | $ 1,173,398 | $ 790,809 | $ 2,168,529 | $ 1,252,980 | $ 2,478,736 | $ 910,227 |
% change | 48% | 73% | 172% | |||
Sales returns and allowances | $ (77,479) | (28,707) | ||||
Sales Returns and Allowances [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ (36,700) | (19,800) | $ (71,800) | (57,417) | ||
% change | 85% | 25% | ||||
Distributors [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 219,790 | 414,937 | $ 413,107 | 672,873 | $ 895,850 | 438,745 |
% change | (47.00%) | (39.00%) | 104% | |||
Amazon [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 154,240 | 87,965 | ||||
% change | 75% | |||||
Online Sales [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 13,709 | 21,843 | $ 22,316 | 40,047 | $ 68,073 | 55,190 |
% change | (37.00%) | (44.00%) | 23% | |||
Retail [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 927,614 | 328,848 | $ 1,719,015 | 509,130 | $ 1,420,747 | 332,371 |
% change | 182% | 238% | 327% | |||
Shipping [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 4,420 | 5,725 | $ 5,802 | 10,588 | $ 17,305 | 24,663 |
% change | (23.00%) | (45.00%) | (30.00%) | |||
Sales Return and Allowances [Member] | ||||||
Product Information [Line Items] | ||||||
% change | 170% | |||||
Sales returns and allowances | $ (77,479) | (28,707) | ||||
Sales Return [Member] | ||||||
Product Information [Line Items] | ||||||
% change | 170% | |||||
Hemp Energy Drinks [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 50,792 | 113,434 | $ 118,574 | 201,926 | $ 362,096 | 384,300 |
% change | (55.00%) | (41.00%) | 6% | |||
CBD Energy Waters [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 17,249 | 31,682 | $ 41,588 | 51,762 | $ 133,110 | 195,050 |
% change | (46.00%) | (20.00%) | (32.00%) | |||
Lemonade Drinks [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 209,976 | 329,893 | $ 354,238 | 535,733 | $ 621,331 | |
% change | (36.00%) | (34.00%) | 100% | |||
Apparel [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 47 | 1,027 | $ 112 | 1,258 | $ 1,626 | $ 2,550 |
% change | (95.00%) | (91.00%) | (36.00%) | |||
Amazon and Walmart Market Place [Member] | ||||||
Product Information [Line Items] | ||||||
Net revenues | $ 44,565 | $ 39,256 | $ 80,089 | $ 77,759 | ||
% change | 14% | 3% |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 511,028,567 | 321,496,788 | 1,614,615,250 | 734,273,761 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 178,333,333 | 70,000,000 | 170,000,000 | 20,000,000 |
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 | 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 | 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 | 500,000 | 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 | 170,000,000 | 170,000,000 |
Restricted Commmon Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 8,100,000 | 10,085,140 | ||
Common Stock on Convertible Debentures and Accrued Interest [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 161,707,234 | 80,508,648 | 766,027,250 | 33,700,481 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Integer | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Product Information [Line Items] | ||||||
Allowance for accounts receivable | $ 11,961 | $ 11,961 | $ 11,926 | $ 3,967 | ||
Reserve for inventory | 150,000 | 150,000 | 150,000 | 0 | ||
Goodwill, impairment amount | 1,337,287 | |||||
[custom:SalesReturnsAndAllowances] | 77,479 | 28,707 | ||||
Advertising cost | 105,956 | $ 24,100 | 164,052 | 36,935 | ||
Cash FDIC insured amount | 250,000 | $ 250,000 | 250,000 | |||
Total sales, percentage | 3% | |||||
Sales return, and allowance | (1,173,398) | $ (790,809) | $ (2,168,529) | (1,252,980) | $ (2,478,736) | $ (910,227) |
Number of segment reporting | Integer | 1 | |||||
Sales Returns and Allowances [Member] | ||||||
Product Information [Line Items] | ||||||
Sales return, and allowance | $ 36,700 | $ 19,800 | $ 71,800 | $ 57,417 | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 10% | 30% | 10% | 19% | 10% | 10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 15% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 60% | 76% | ||||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 32% | 33% | 13% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 20% | 13% | 11% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 11% | 12% | 10% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Four [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 11% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 10% | 20% | 29% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 13% | 14% | 19% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 21% | 12% | 10% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Four [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 11% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 219,683 | $ 70,592 | $ 38,705 |
Finished goods, net | 970,230 | 504,219 | 621,799 |
Total | 574,811 | 660,504 | |
Total | $ 1,189,913 | $ 574,811 | $ 660,504 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Inventory net of reserve | $ 150,000 | $ 150,000 | $ 0 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 327,955 | $ 348,037 | $ 167,872 |
Total cost | 476,326 | 452,158 | 222,603 |
Accumulated depreciation | (148,371) | (104,121) | (54,731) |
Property, plant and equipment, net | 327,955 | 348,037 | 167,872 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 75,070 | 57,879 | |
Total cost | 77,154 | 75,070 | |
Property, plant and equipment, net | 75,070 | 57,879 | |
Computers Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 29,196 | 16,638 | |
Total cost | 32,325 | 29,196 | |
Property, plant and equipment, net | 29,196 | 16,638 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 108,799 | 79,951 | |
Total cost | 116,754 | 108,799 | |
Property, plant and equipment, net | 108,799 | 79,951 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 239,093 | 68,135 | |
Total cost | $ 250,093 | 239,093 | |
Property, plant and equipment, net | $ 239,093 | $ 68,135 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Aug. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | |||||
Down payment, amount | $ 24,168 | $ 26,247 | $ 194,792 | $ 59,541 | |
Vehicles [Member] | |||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | |||||
Down payment, amount | $ 20,000 | ||||
Financed amount | $ 34,763 | 3,119 | |||
Vehicles [Member] | Loans Payable [Member] | |||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | |||||
Vehicle amount | 54,763 | ||||
Down payment, amount | 20,000 | ||||
Financed amount | 34,763 | ||||
Selling, General and Administrative Expenses [Member] | |||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | |||||
Depreciation | $ 44,250 | $ 20,503 | $ 49,390 | $ 34,075 |
SCHEDULE OF ASSET ACQUIRED LIAB
SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Consideration paid: | |
Acquired obligations | $ 340,000 |
Note payable – acquisition | 1,050,000 |
Common stock (9,000,000 shares of common stock at $0.27 per share) | 243,000 |
Total consideration paid | 1,633,000 |
Purchase price allocation | |
Acquired assets | 296,000 |
Goodwill | 1,337,000 |
Total purchase price | $ 1,633,000 |
SCHEDULE OF ASSET ACQUIRED LI_2
SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE (Details) (Parenthetical) - S and S Beverage Inc [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jan. 21, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 10, 2021 | |
Business Acquisition [Line Items] | ||||
Common stock shares | 9,000,000 | 9,000,000 | 9,000,000 | |
Common stock price per share | $ 2 | $ 0.27 | $ 2 |
SCHEDULE OF PROFORMA STATEMENT
SCHEDULE OF PROFORMA STATEMENT OF OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 1,173,398 | $ 790,809 | $ 2,168,529 | $ 1,252,980 | $ 2,478,736 | $ 910,227 | |
Loss from operations | (743,634) | (539,949) | (1,537,715) | (960,323) | (4,385,789) | (2,358,774) | |
Net loss | (1,388,525) | (373,214) | (4,950,087) | (2,192,939) | (7,020,137) | (3,125,595) | |
Selling, general and administrative expense | $ 1,031,515 | $ 644,052 | $ 1,970,851 | $ 1,212,732 | 3,383,879 | 2,614,824 | |
Pro Forma [Member] | Kona Gold Beverage I N C [Member] | |||||||
Revenues | $ 620,000 | 2,518,750 | 1,253,199 | ||||
Loss from operations | (4,388,618) | (2,962,038) | |||||
Net loss | (127,200) | $ (7,022,966) | $ (3,727,484) | ||||
Direct cost of revenues | 316,000 | ||||||
Selling, general and administrative expense | $ 431,200 |
ACQUISITION OF S AND S BEVERA_4
ACQUISITION OF S AND S BEVERAGE, INC (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 10, 2021 | |
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Value, Acquisitions | $ 270,900 | $ 243,000 | |||
Business Combination, Consideration Transferred | 1,633,000 | ||||
Payments to Acquire Businesses, Gross | 340,000 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,050,000 | ||||
Asset impairment charges | $ 1,300,000 | ||||
S and S Beverage Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 9,000,000 | 9,000,000 | 9,000,000 | ||
Stock Issued During Period, Value, Acquisitions | $ 270,900 | $ 243,000 | |||
Business Combination, Consideration Transferred | $ 1,050,000 | ||||
Business Combination, Contingent Consideration, Asset | 89,249 | ||||
Payments to Acquire Businesses, Gross | $ 400,000 | $ 8,586 | $ 400,000 | ||
Business Acquisition, Share Price | $ 2 | $ 0.27 | $ 2 | ||
[custom:RemainingPaymentsToAcquireBusinessesGross] | $ 63,932 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 666,731 | 675,317 | |||
S and S Beverage Inc [Member] | Plan Of Merger S And S [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration, Asset | $ 89,249 | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 9,000,000 | 9,000,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 90 | $ 90 | |||
Common Stock [Member] | S and S Beverage Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 9,000,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 243,000 |
SCHEDULE OF INTANGIBLE ASSET (D
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Trademarks | $ 85,340 | $ 85,340 | $ 81,750 |
Website development | 12,200 | 12,200 | |
Accumulated amortization | (26,462) | (21,585) | (12,262) |
Total Intangible Assets, net of amortization | 71,078 | 75,955 | 69,488 |
Total Intangible Assets, net of amortization | $ 71,078 | $ 75,955 | $ 69,488 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 | $ 9,754 | $ 9,754 | |
2024 | 9,754 | 9,754 | |
2025 | 9,754 | 9,754 | |
2026 | 9,754 | 9,754 | |
2026 | 9,754 | ||
Thereafter | 27,185 | 27,185 | |
Total Intangible Assets, net of amortization | 71,078 | $ 75,955 | $ 69,488 |
2022 (remaining) | $ 4,877 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Amortization | $ 9,323 | $ 8,175 | ||
Amortization | $ 4,877 | |||
S and S Beverage Inc [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Finite-Lived Intangible Assets, Cost Incurred to Renew or Extend | $ 3,590 |
SCHEDULE OF LINE OF CREDIT WITH
SCHEDULE OF LINE OF CREDIT WITH RELATED PARTY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 04, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit to related party | $ 1,478,151 | $ 1,495,151 | |
Total | 1,478,151 | 1,495,151 | |
Kona Gold L L C [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit maturity | Apr. 04, 2023 | ||
Related Party One [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit to related party | 1,352,651 | 1,369,651 | |
Total | 1,352,651 | 1,369,651 | |
Related Party Two [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit to related party | 125,500 | 125,500 | |
Total | $ 125,500 | $ 125,500 |
SCHEDULE OF LINE OF CREDIT WI_2
SCHEDULE OF LINE OF CREDIT WITH RELATED PARTY (Details) (Parenthetical) - USD ($) | 1 Months Ended | |||
Apr. 04, 2019 | Aug. 29, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Long-Term Line of Credit | $ 398,470 | |||
Kona Gold L L C [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Line of credit from related party | $ 1,500,000 | |||
Line of Credit Facility, Interest Rate During Period | 3.75% | |||
Long-Term Line of Credit | 1,352,651 | 1,369,651 | ||
Gold Leaf L L C [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Line of credit from related party | $ 200,000 | |||
Line of Credit Facility, Interest Rate During Period | 3.75% | |||
Long-Term Line of Credit | $ 125,500 | $ 125,500 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | May 05, 2018 |
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | 3.75% | ||
Long-Term Line of Credit | $ 398,470 | ||
Interest Payable, Current | $ 95,873 | $ 32,102 | |
Revolving Credit Facility [Member] | Matthew Nicoletti [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000 |
LINES OF CREDIT _ RELATED PAR_3
LINES OF CREDIT – RELATED PARTY (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest Payable, Current | $ 95,873 | $ 32,102 |
Kona Gold L L C [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest Payable, Current | $ 55,930 | $ 39,942 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Aug. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Payments to Acquire Property, Plant, and Equipment | $ 24,168 | $ 26,247 | $ 194,792 | $ 59,541 | |
Interest payable | 95,873 | $ 32,102 | |||
Notes Payable [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Interest payable | 651 | 0 | |||
Increase in accrued interest | 651 | ||||
Vehicles [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Debt Instrument, Face Amount | $ 34,763 | 3,119 | |||
Payments to Acquire Property, Plant, and Equipment | $ 20,000 | ||||
Debt Instrument, Term | 60 months | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.44% | ||||
[custom:DebtInstrumentPeriodicPaymentsInterest] | $ 1,994 | ||||
Debt Instrument, Periodic Payment, Principal | 1,450 | ||||
Long-Term Debt, Average Amount Outstanding | $ 30,193 | $ 33,312 | |||
Notes Payable | $ 7,974 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | $ 53,500 | $ 68,000 | ||
Notes payable – related parties, current portion | $ (1,728,651) | (6,000) | (12,000) | |
Notes payable to related party, net of current portion | 47,500 | 56,000 | ||
Total notes payable – related parties | 1,728,651 | 1,531,651 | ||
Notes payable – related parties, net of current portion | 1,525,651 | |||
Notes Payable Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | [1] | 1,352,651 | 1,352,651 | |
Notes Payable Related Party One [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | [2] | 200,000 | ||
Notes Payable Related Party Two [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | [3] | 125,500 | 125,500 | |
Notes Payable Related Party Three [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | [4] | $ 50,500 | 53,500 | |
Kona Gold L L C [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | 8,500 | |||
Gold Leaf [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable – related party (d) | $ 53,500 | $ 59,500 | ||
[1]On April 4, 2019, the Company entered into an unsecured 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 1,352,651 300,000 3.75 May 6, 2023 200,000 200,000 3.75 August 29, 2022 125,500 125,500 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 3,000 50,500 |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) (Parenthetical) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
May 06, 2022 | Mar. 15, 2022 | Mar. 15, 2021 | Apr. 04, 2019 | Oct. 31, 2018 | Aug. 29, 2019 | Feb. 19, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Line of credit | $ 398,470 | |||||||||
Notes Payable Related Party [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Line of credit from related party | $ 300,000 | $ 1,500,000 | ||||||||
Line of credit facility interest rate during period | 3.75% | 3.75% | ||||||||
Maturity date | May 06, 2023 | Apr. 04, 2023 | ||||||||
Line of credit | $ 1,352,651 | 1,352,651 | ||||||||
Notes Payable Related Party One [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Line of credit | 200,000 | |||||||||
Notes Payable Related Party Two [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Line of credit from related party | $ 200,000 | |||||||||
Line of credit facility interest rate during period | 3.75% | |||||||||
Maturity date | Aug. 29, 2022 | |||||||||
Line of credit | 125,500 | 125,500 | ||||||||
Notes Payable Related Party Three [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Debt outstanding amount | $ 58,000 | $ 70,000 | ||||||||
Debt instrument periodic payment | $ 500 | $ 500 | 3,000 | |||||||
Notes payable | $ 50,500 | |||||||||
Maturity date description | final payment due in March 2023 | final payment due in March 2021 | ||||||||
Notes payable outstanding | 53,500 | |||||||||
Kona Gold L L C [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Debt outstanding amount | $ 20,000 | |||||||||
Debt instrument periodic payment | $ 500 | |||||||||
Notes payable | 8,500 | |||||||||
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 | ||||||||
Gold Leaf L L C [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Debt outstanding amount | $ 70,000 | |||||||||
Debt instrument periodic payment | $ 500 | $ 500 | ||||||||
Notes payable | 53,500 | 59,500 | ||||||||
[custom:RemainingOutstandingPrinciple-0] | $ 58,000 | |||||||||
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 |
SCHEDULE OF SECURED DEBENTURES
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Less debt discount | $ (2,150,067) | ||
Secured debentures, net | 849,933 | 900,000 | |
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Less debt discount | $ (815,270) | (2,150,067) | |
Convertible Debt [Member] | Secured Debenture [Member] | |||
Short-Term Debt [Line Items] | |||
YA II PN, Ltd. | 900,000 | 3,000,000 | |
Secured debentures, net | 84,730 | 849,933 | |
Less debt discount | $ (815,270) | (2,150,067) | |
Y A I I P N Ltd [Member] | |||
Short-Term Debt [Line Items] | |||
YA II PN, Ltd. | $ 3,000,000 | $ 900,000 |
SECURED CONVERTIBLE DEBENTURE_2
SECURED CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||
May 31, 2022 | Jul. 10, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 02, 2022 | May 31, 2020 | |
Warrant exercise price | $ 0.03 | $ 0.05 | |||||||||
Aggregate debenture amount | $ 289,389 | ||||||||||
Derivative liability | $ 361,152 | $ 2,121,000 | $ 361,152 | ||||||||
Debt discount | 480,763 | 774,496 | |||||||||
Debt and accrued interest | 900,000 | 849,933 | 900,000 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ (326,230) | (873,040) | (1,056,732) | ||||||||
Accrued interest | $ 32,102 | 95,873 | $ 32,102 | ||||||||
Debentures [Member] | |||||||||||
Interest expense | 2,150,067 | ||||||||||
Convertible note payable | 3,000,000 | ||||||||||
Convertible Notes Payable | $ 849,933 | ||||||||||
Convertible Secured Notes [Member] | |||||||||||
Convertable securities | 766,027,250 | ||||||||||
Secured Debentures [Member] | |||||||||||
Debt conversion into stock | 137,128 | ||||||||||
Interest expense | 444,793 | ||||||||||
Interest expense | 815,270 | 815,270 | $ 2,150,067 | ||||||||
Convertible note payable | 900,000 | 900,000 | 3,000,000 | ||||||||
Convertible Notes Payable | 84,730 | $ 84,730 | 849,933 | ||||||||
Convertable securities | 161,707,234 | ||||||||||
Accrued interest | 4,767 | $ 4,767 | $ 54,110 | ||||||||
Increase in accrued interest | 77,785 | ||||||||||
Secured Debentures [Member] | Selling Stockholders [Member] | |||||||||||
Debt conversion price | $ 0.03 | $ 0.03 | |||||||||
Debt description | The debentures bear interest at a rate of 8% per annum, secured by all of the tangible and intangible assets of the Company and are also convertible into shares of the Company’s common stock at a conversion price of $0.03 per share or 80% of the lowest daily volume weighted average price (“VWAP”) of Common Stock during the 10 trading days immediately preceding the conversion date | 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 | |||||||||
Debt Instrument, Face Amount | $ 786,000 | $ 5,758,000 | |||||||||
Purchase of warrant | 8,333,333 | 150,000,000 | |||||||||
Warrant exercise price | $ 0.03 | $ 0.03 | |||||||||
Debt conversion into stock | $ 2,737,128 | ||||||||||
Shares issued upon conversion of debt | 678,413,399 | ||||||||||
Aggregate debenture amount | $ 500,000 | $ 4,500,000 | |||||||||
Derivative liability | 680,000 | 3,982,000 | |||||||||
Fair value of warrant | 81,000 | 1,581,000 | |||||||||
Original issue discount | 25,000 | 195,000 | |||||||||
Debt discount | 5,000 | 44,230 | |||||||||
Financing costs | 286,000 | 1,335,000 | |||||||||
Aggregate principal amount | 2,600,000 | $ 2,600,000 | |||||||||
Accrued interest | 137,128 | 137,128 | |||||||||
Fair value of debt insturment | 5,859,165 | 5,859,165 | |||||||||
Debt and accrued interest | 2,737,128 | 2,737,128 | |||||||||
Interest expense | $ 443,764 | $ 1,354,280 | 1,354,280 | $ 2,150,067 | |||||||
Conversion option derivatives | 3,639,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 873,040 | ||||||||||
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 | ||||||||||
Common Stock [Member] | |||||||||||
Shares issued upon conversion of debt | 678,413,399 | ||||||||||
Convertable securities | 4,000,000 | 225,334,552 | 25,045,798 | 678,413,399 | 55,464,596 | (140) | |||||
Twenty Twenty Securities Purchase Agreement [Member] | |||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 5 | $ 5 | |||||||||
Debt conversion price | $ 0.05 | 0.05 | |||||||||
Debt description | (i) the VWAP of the Common Stock is less than the 2020 Fixed Conversion Price, initially $0.05 per share, and (ii) there is no Equity Conditions failure. The Company must pay an amount equal to the principal amount being redeemed plus outstanding and accrued interest thereon, as well as a redemption premium equal to 15% of the outstanding principal amount being redeemed (the “Redemption Premium”) | ||||||||||
Twenty Twenty Securities Purchase Agreement [Member] | Two Thousand Twenty Debentures [Member] | |||||||||||
Debt conversion price | $ 0.05 | $ 0.05 | |||||||||
Conversion of Stock, Description | The 2020 Debentures are subject to a “conversion blocker” such that the Selling Stockholder cannot convert any portion of the 2020 Debentures that would result in the Selling Stockholder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of the Common Stock following such conversion (excluding, for purposes of such determination, shares of the Common Stock issuable upon conversion of the 2020 Debentures or exercise of the 2020 Warrant that had not then been converted or exercised, respectively). The Selling Stockholder can increase that 4.99% “conversion blocker” to 9.99% upon at least 65 days’ prior written notice to the Company. The 2020 Debentures accrue interest at an annual rate equal to | ||||||||||
Interest rate | 8% | 8% | |||||||||
Debt description | As previously discussed, the 2020 Debentures were secured by all tangible and intangible assets of the Company, bore interest at a rate of 8% per annum, matured in one year and were secured by the Company’s assets. The 2020 Debentures were also convertible to shares of the Company’s Common Stock at a conversion price of $0.05 per share or 80% of the lowest 15 daily volume weighted average price (VWAP), whichever is lower. | ||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | |||||||||
Warrant exercise price | $ 0.05 | $ 0.05 | |||||||||
Debt conversion into stock | $ 100,000 | ||||||||||
Shares issued upon conversion of debt | 8,255,348 | ||||||||||
Note payable | $ 900,000 | $ 900,000 | |||||||||
Twenty Twenty Securities Purchase Agreement [Member] | Two Thousand Twenty Debentures [Member] | Maximum [Member] | |||||||||||
Purchase of warrant | 20,000,000 | 20,000,000 | |||||||||
Twenty Twenty Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 20,000,000 | 20,000,000 | |||||||||
Two Thousand Twenty One Securities Purchase Agreement [Member] | |||||||||||
Debt conversion price | $ 0.03 | ||||||||||
Interest rate | 8% | ||||||||||
Debt description | the weighted average (of the outstanding principal of the debentures at January 1, 2021) 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. As of December 31, 2021, the weighted percentage was 75%.) As the ultimate determination of shares of common stock to be issued upon conversion of these debentures can exceed the current number of available authorized shares, the Company determined that the conversion features of these debentures are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as a derivative liability (see Note 14). | ||||||||||
Debt Instrument, Face Amount | $ 5,758,000 | ||||||||||
Purchase of warrant | 150,000,000 | ||||||||||
Warrant exercise price | $ 0.03 | ||||||||||
Aggregate debenture amount | $ 4,500,000 | ||||||||||
Derivative liability | 3,982,000 | ||||||||||
Fair value of warrant | 1,581,000 | ||||||||||
Original issue discount | 195,000 | ||||||||||
Debt discount | 44,230 | ||||||||||
Financing costs | 1,335,000 | ||||||||||
Interest expense | 7,750 | ||||||||||
Two Thousand Twenty One Securities Purchase Agreement [Member] | Two Thousand Twenty Debentures [Member] | |||||||||||
Debt conversion into stock | $ 2,484,401 | ||||||||||
Shares issued upon conversion of debt | 201,301,365 | ||||||||||
Aggregate principal amount | $ 2,400,000 | ||||||||||
Accrued interest | 82,000 | ||||||||||
Fair value of debt insturment | 3,713,133 | ||||||||||
Debt and accrued interest | 2,484,401 | ||||||||||
Interest expense | 1,500,000 | ||||||||||
Debt fair value conversion, amount | 3,713,133 | ||||||||||
Conversion option derivatives | 1,672,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,056,732 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | May 04, 2020 | |
Debt Instrument [Line Items] | ||||
[custom:PaycheckProtectionProgramNotesPayable-0] | $ 95,161 | |||
[custom:GainOnForgivenessOfPPPLoan] | $ 212,648 | |||
Paycheck Protection Promissory Note [Member] | Wells Fargo Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 117,487 | $ 95,161 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 02, 2022 | |
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Stock price | $ 833,000 | $ 2,121,000 | $ 361,152 | |
Conversion feature, issued | $ 3,982,000 | |||
Derivative liabilities activity | 3,639,000 | |||
Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities activity | $ 680,000 | |||
Measurement Input, Share Price [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement inpu | 0.0086 | 0.0052 | 0.0340 | |
Derivative liabilities measurement input, Activity | 0.0120 | |||
Measurement Input, Share Price [Member] | Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.0168 | |||
Measurement Input, Share Price [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.011 | |||
Measurement Input, Share Price [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.049 | |||
Measurement Input, Exercise Price [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement inpu | 0.0058 | 0.0039 | 0.0332 | |
Derivative liabilities measurement input, Activity | 0.0062 | |||
Measurement Input, Exercise Price [Member] | Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.0082 | |||
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.008 | |||
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.021 | |||
Measurement Input, Expected Term [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement inpu | 10 months 6 days | 8 months 26 days | 1 year | |
Derivative liabilities measurement input, Activity | 4 months 2 days | 1 year | ||
Measurement Input, Expected Term [Member] | Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 1 year | |||
Measurement Input, Price Volatility [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement inpu | 171 | 95 | 105 | 132 |
Derivative liabilities measurement input, Activity | 171 | |||
Measurement Input, Price Volatility [Member] | Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 132 | |||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 119 | |||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 121 | |||
Measurement Input, Expected Dividend Rate [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement inpu | 0 | 0 | 0 | 0 |
Derivative liabilities measurement input, Activity | 0 | 0 | ||
Measurement Input, Expected Dividend Rate [Member] | Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0 | |||
Risk-free interest rate | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement inpu | 2.80 | 0.39 | 2.30 | 2.16 |
Derivative liabilities measurement input, Activity | 1.72 | |||
Risk-free interest rate | Derivative [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 2.16 | |||
Risk-free interest rate | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.15 | |||
Risk-free interest rate | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities measurement input, Activity | 0.15 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative Liability | $ 2,121,000 | $ 361,152 | ||||
Recognized derivative liabilities | 3,982,000 | |||||
Decreased derivative liability | 550,152 | |||||
Loss on extinguishment of debt | 1,672,000 | |||||
Derivative liabilities secured convertible debentures | $ 680,000 | $ 680,000 | ||||
Derivative, gain (loss) on derivative, net | (122,000) | $ (141,497) | 1,671,000 | $ 124,369 | (549,714) | 361,152 |
Derivative liability balance related to embedded conversion feature | 3,639,000 | 3,639,000 | ||||
Derivative liabilities measurement input, Stock price | $ 833,000 | $ 833,000 | $ 2,121,000 | $ 361,152 |
SCHEDULE OF FUTURE PAYMENTS DUE
SCHEDULE OF FUTURE PAYMENTS DUE UNDER OPERATING lEASES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lease Liabilities | |||
2023 | $ 282,347 | $ 307,808 | |
2024 | 262,715 | 282,347 | |
2025 | 261,083 | 262,715 | |
2025 | 261,083 | ||
2026 and thereafter | 198,219 | ||
Total payments | 1,159,331 | 1,312,172 | |
Less: Amount representing interest | (209,885) | (259,452) | |
Present value of net minimum lease payments | 949,446 | 1,052,720 | |
Less: Current portion | (224,162) | (213,837) | $ (149,407) |
Non-current portion | 725,284 | $ 838,883 | $ 763,586 |
2022 (remaining) | 154,969 | ||
2026 and thereafter | $ 198,217 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||||
Aug. 30, 2021 USD ($) | Mar. 17, 2020 USD ($) | Mar. 17, 2020 USD ($) | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2020 USD ($) | Oct. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease liabilities right of use asset | $ 870,736 | $ 966,955 | $ 912,993 | $ 345,649 | ||||
Operating lease liability | 927,763 | 1,027,239 | 880,013 | $ 345,649 | ||||
Operating lease utilizing present value percent | 10% | |||||||
Finance lease, principal payments | 3,798 | 7,499 | ||||||
Lease cost | 152,841 | $ 93,569 | 291,697 | 119,392 | ||||
Operating leases | 96,219 | 345,659 | ||||||
Amortization of ROU assets | 291,697 | |||||||
Lease liabilities | 1,052,720 | 912,993 | ||||||
[custom:FinanceLeasesLiabilities-0] | 25,481 | 32,980 | ||||||
Increase In Operating Lease | 3,798 | 345,659 | ||||||
Finance lease, interest payment on liability | 99,476 | 7,499 | ||||||
Operating Lease, Payments | 198,433 | |||||||
Lease Deposit Liability | 949,446 | 1,052,720 | ||||||
Operating lease, liability, current | $ 224,162 | 213,837 | 149,407 | |||||
Long-Term Debt and Lease Obligation | $ 838,883 | |||||||
Operating lease, weighted average remaining lease term | 4 years 1 month 20 days | 4 years 6 months 3 days | ||||||
Finance lease, weighted average remaining lease term | 2 years 9 months | 3 years 3 months | ||||||
Operating lease, weighted average discount rate, percent | 10% | 10% | ||||||
Finance lease, weighted average discount rate, percent | 2.09% | 2.09% | ||||||
Finance leases liabilities | $ 21,683 | $ 25,481 | ||||||
Operating lease liability, noncurrent | $ 725,284 | $ 838,883 | $ 763,586 | |||||
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 | The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025 | ||||||
Finance lease, principal payments | $ 676 | $ 676 | ||||||
Corporate Office and Warehouse [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of land | ft² | 4,500 | 4,500 | ||||||
Lease term | 5 years | 5 years | ||||||
Base rent | $ 3,994 | $ 3,994 | ||||||
Rent lease percentage | 3% | 3% | ||||||
Lease expires | May 31, 2023 | |||||||
Warehouse and Main Distribution Hub [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of land | ft² | 30,000 | 30,000 | ||||||
Lease term | 63 months | |||||||
Rent lease percentage | 2% | 2% | ||||||
Lease expires | Aug. 01, 2026 | Aug. 01, 2026 | ||||||
Monthly rent payments | $ 10,200 | $ 10,200 | ||||||
Distribution Hub [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of land | ft² | 10,000 | 10,000 | ||||||
Lease term | 62 months | |||||||
Rent lease percentage | 1.50% | 1.50% | ||||||
Operating lease expense | $ 7,261 | $ 7,261 | ||||||
Lease decription | The lease is for a 62-month term that commenced in October 2021 and expires in November 2026 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||||||||||
Apr. 01, 2022 shares | Oct. 01, 2021 USD ($) $ / shares | Jan. 21, 2021 USD ($) shares | Jul. 10, 2020 shares | Jul. 10, 2020 shares | Jul. 08, 2020 $ / shares shares | Jul. 31, 2019 shares | Apr. 19, 2018 shares | Dec. 01, 2016 shares | May 16, 2016 shares | Mar. 02, 2016 shares | Oct. 28, 2015 shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) shares | May 02, 2022 USD ($) $ / shares shares | Jul. 07, 2020 shares | May 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock, shares issued | 988,000 | 988,000 | 988,000 | 988,140 | ||||||||||||||||||
Preferred Stock, shares authorized | 5,700,250 | 5,700,250 | 5,700,250 | |||||||||||||||||||
Preferred stock, shares issued | 988,000 | 988,000 | 988,000 | |||||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | ||||||||||||||||||
Common stock, shares issued | 1,709,122,945 | 1,709,122,945 | 1,004,709,546 | 786,308,041 | ||||||||||||||||||
Common stock, shares outstanding | 1,709,122,945 | 1,709,122,945 | 1,004,709,546 | 786,308,041 | ||||||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 270,900 | $ 243,000 | ||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Interest Payable, Current | $ | $ 95,873 | $ 32,102 | ||||||||||||||||||||
Stock repurchased during period, value | $ | $ 1,386,497 | $ 1,386,497 | ||||||||||||||||||||
Share-based payment award, exercise price | $ / shares | $ 0.0086 | $ 0.0086 | $ 0.0059 | |||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 178,333,333 | 178,333,333 | 170,000,000 | 8,333,333 | 50,000,000 | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.03 | $ 0.05 | ||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 0.0180 | |||||||||||||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Risk-Free Interest Rate | 171 | 171 | 95 | 105 | 132 | |||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Risk-Free Interest Rate | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Risk-free interest rate | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Risk-Free Interest Rate | 2.80 | 2.80 | 0.39 | 2.30 | 2.16 | |||||||||||||||||
Robert Clark [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock issued, shares | 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. | |||||||||||||||||||||
Number of shares were cancelled and returned | 50,000,000 | 40,000,000 | ||||||||||||||||||||
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] | ||||||||||||||||||||||
Common stock issued for acquisition, shares | 9,000,000 | 9,000,000 | 9,000,000 | |||||||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 270,900 | $ 243,000 | ||||||||||||||||||||
2021 Convertible Secured Debentures [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Fair value of warrant | $ | $ 1,581,000,000,000 | $ 103,000 | ||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 150,000,000 | |||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.03 | |||||||||||||||||||||
Fair value adjustment of warrants grant | $ | $ 103,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares converted to common stock. | 4,000,000 | 225,334,552 | 25,045,798 | 678,413,399 | 55,464,596 | (140) | ||||||||||||||||
Shares issued upon conversion of debt | 678,413,399 | |||||||||||||||||||||
Common stock issued for acquisition, shares | 9,000,000 | 9,000,000 | ||||||||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 90 | $ 90 | ||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0085 | $ 0.0040 | $ 0.0040 | |||||||||||||||||||
Common stock issued with note payable received as debt discount shares | 25,000,000 | |||||||||||||||||||||
Stock issued, shares | 25,000,000 | |||||||||||||||||||||
Stock issued, value | $ | $ 135,000 | |||||||||||||||||||||
Common Stock [Member] | Robert Clark [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock issued, shares | 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] | S and S Beverage Inc [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued for acquisition, shares | 9,000,000 | |||||||||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 243,000 | |||||||||||||||||||||
Common Stock [Member] | Convertible Secured Debentures [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares issued upon conversion of debt | 1,000,000 | 55,464,596 | 201,301,365 | 8,255,438 | ||||||||||||||||||
Debt conversion, amount | $ | $ 8,500 | 5,859,165 | $ 1,122,984 | $ 3,713,133 | $ 112,274 | |||||||||||||||||
Debt Instrument, Face Amount | $ | $ 2,600,000 | $ 1,100,000 | 2,600,000 | 1,100,000 | $ 2,484,401 | |||||||||||||||||
Interest Payable, Current | $ | $ 137,128 | $ 22,882 | $ 137,128 | $ 22,882 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0040 | $ 0.0204 | $ 0.0040 | $ 0.0204 | ||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||||||
Preferred Stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||||||
Number of shares converted to common stock. | 4,000,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock, shares issued | 488,000 | 488,000 | 488,000 | 488,000 | ||||||||||||||||||
Preferred Stock, shares authorized | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||||||
Preferred stock, shares issued | 488,000 | 488,000 | 488,000 | 488,000 | ||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Preferred stock, shares issued | 0 | 140 | ||||||||||||||||||||
Preferred Stock, shares authorized | 250 | 250 | 250 | 3,300,000 | ||||||||||||||||||
Preferred stock, shares issued | 0 | 140 | ||||||||||||||||||||
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, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||
Preferred Stock, shares authorized | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||
Number of shares converted to common stock. | 1,000 | 1,000 |
STOCK BASED COMPENSATION EXPENS
STOCK BASED COMPENSATION EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Stock-based compensation expense | $ 213,800 | $ 478,580 |
Employee Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock-based compensation expense | 213,800 | 476,002 |
Non Employee Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock-based compensation expense | $ 2,578 |
SCHEDULE OF SUMMARY OF WARRANTS
SCHEDULE OF SUMMARY OF WARRANTS (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Warrants Outstanding, Beginning | 170,000,000 | 20,000,000 | |
Weighted Average Exercise Price, Beginning | $ 0.03 | $ 0.05 | |
Number of Warrants Outstanding, Granted | 8,333,333 | 150,000,000 | 20,000,000 |
Weighted Average Exercise Price, Granted | $ 0.03 | $ 0.03 | $ 0.05 |
Number of Warrants Outstanding, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Warrants Outstanding, Forfeited/Cancelled | |||
Weighted Average Exercise Price, Forfeited/Cancelled | |||
Number of Warrants Outstanding, Ending | 178,333,333 | 170,000,000 | 20,000,000 |
Weighted Average Exercise Price,Ending | $ 0.03 | $ 0.03 | $ 0.05 |
Options, exercisable, number | 178,333,333 | 170,000,000 | |
Outstanding Weighted Average Exercisable Price | $ 0.03 | $ 0.03 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Dec. 31, 2021 | May 02, 2022 | Dec. 31, 2020 | May 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.03 | $ 0.05 | ||||
Class of warrant or right, number of securities called by warrants or rights | 178,333,333 | 170,000,000 | 8,333,333 | 50,000,000 | ||
Class of warrant or right number of useful life | 1 year 10 months 20 days | 2 years 3 months 29 days | ||||
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.03 | $ 0.03 | ||||
Number of Warrants Outstanding | 178,333,333 | 170,000,000 | 20,000,000 | |||
Weighted Average Exercise Price | $ 0.03 | $ 0.03 | $ 0.05 | |||
Warrant One [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.03 | $ 0.03 | ||||
Class of warrant or right, number of securities called by warrants or rights | 158,333,333 | 150,000,000 | ||||
Class of warrant or right number of useful life | 2 years 3 days | 2 years 5 months 15 days | ||||
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.03 | $ 0.03 | ||||
Number of Warrants Outstanding | 158,333,333 | 150,000,000 | ||||
Weighted Average Exercise Price | $ 0.03 | $ 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 | $ 0.05 | ||||
Class of warrant or right, number of securities called by warrants or rights | 20,000,000 | 20,000,000 | ||||
Class of warrant or right number of useful life | 10 months 13 days | 1 year 4 months 13 days | ||||
Share-based compensation arrangement by share-based payment award weighted average exercise price | $ 0.05 | $ 0.05 | ||||
Number of Warrants Outstanding | 20,000,000 | 20,000,000 | ||||
Weighted Average Exercise Price | $ 0.02 | $ 0.05 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANT (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.05 | 0.05 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.016 | 0.02 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 214 | 171 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected life (in years) | 3 years | 3 years |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||||
Jul. 10, 2020 | Jul. 10, 2020 | Apr. 03, 2020 | Jan. 27, 2020 | Jul. 31, 2019 | Apr. 19, 2018 | Dec. 01, 2016 | May 16, 2016 | Mar. 02, 2016 | Oct. 28, 2015 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 02, 2022 | May 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 1,386,497 | $ 1,386,497 | |||||||||||||||||
Share-based payments granted | $ 8,100,000 | $ 10,085,140 | |||||||||||||||||
Number of shares issued cancelled or forfeited restricted common stock | 0 | 0 | |||||||||||||||||
Purchase of warrant | 178,333,333 | 178,333,333 | 170,000,000 | 8,333,333 | 50,000,000 | ||||||||||||||
Warrant exercise price | $ 0.03 | $ 0.05 | |||||||||||||||||
Fair market value | $ 0.0086 | $ 0.0086 | $ 0.0059 | ||||||||||||||||
2021 Convertible Secured Debentures [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Purchase of warrant | 150,000,000 | ||||||||||||||||||
Warrant exercise price | $ 0.03 | ||||||||||||||||||
Fair value of warrant | $ 1,581,000,000,000 | $ 103,000 | |||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Common stock issued for conversion of convertible debt and accrued interest, shares | 4,000,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 25,000,000 | ||||||||||||||||||
Number of shares issued for common stock, value | $ 135,000 | ||||||||||||||||||
Common stock issued for conversion of convertible debt and accrued interest, shares | 4,000,000 | 225,334,552 | 25,045,798 | 678,413,399 | 55,464,596 | (140) | |||||||||||||
William J Stineman [Member] | Employment Agreement [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 8,000,000 | ||||||||||||||||||
Share price | $ 0.0265 | ||||||||||||||||||
Number of shares issued for common stock, value | $ 212,000 | ||||||||||||||||||
John Torrence [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 100,000 | ||||||||||||||||||
Share price | $ 0.018 | ||||||||||||||||||
Number of shares issued for common stock, value | $ 1,800 | ||||||||||||||||||
Lori Radcliffe [Member] | Employment Agreement [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 5,000,000 | ||||||||||||||||||
Share price | $ 0.0637 | ||||||||||||||||||
Number of shares issued for common stock, value | $ 318,500 | ||||||||||||||||||
Paul O Renick [Member] | Employment Agreement [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 5,000,000 | ||||||||||||||||||
Share price | $ 0.0315 | ||||||||||||||||||
Stock issued for services | $ 157,500 | ||||||||||||||||||
Robert Clark [Member] | Employment Agreement [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 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. | ||||||||||||||||||
Number of shares were cancelled and returned | 50,000,000 | 40,000,000 | |||||||||||||||||
Robert Clark [Member] | Employment Agreement [Member] | Common Stock [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares issued for common stock | 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 | |||||||||||||||||
Robert Clark [Member] | Oral Agreement [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Number of shares reissued | 170,000,000 | ||||||||||||||||||
Stock Repurchased During Period, Value | $ 1,386,497 |
SPONSORSHIPS (Details Narrative
SPONSORSHIPS (Details Narrative) - USD ($) | 1 Months Ended | |||
Apr. 03, 2020 | May 23, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair market value of share | $ 0.0086 | $ 0.0059 | ||
Ryan Dodd [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Sponsorship fees | $ 1,250 | |||
Number of restricted common stock issued | 85,000 | 262,500 | ||
Fair market value of share | $ 0.0315 | $ 0.131 | ||
Payment for sponsorship | $ 2,578 | $ 34,388 |
SCHEDULE OF FEDERAL STATUTORY I
SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate, percent | (21.00%) | (21.00%) |
State and local income taxes, percent | (6.00%) | (6.00%) |
Deferred tax assets valuation allowance percent | 27% | 27% |
Effective income tax rate reconciliation, percent |
SCHEDULE OF DEFERRED TAXES (Det
SCHEDULE OF DEFERRED TAXES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets operating loss carryforwards | $ 2,756,000 | $ 1,415,000 |
Deferred tax assets, valuation allowance | (2,756,000) | (1,415,000) |
Deferred tax assets, net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 10,206,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 02, 2022 | Mar. 25, 2022 | Aug. 13, 2022 | Jul. 29, 2022 | Jul. 28, 2022 | Apr. 08, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||||||
Share based compensation granted, value | $ 8,100,000 | $ 10,085,140 | |||||||
Accrued interest | $ 95,873 | $ 32,102 | |||||||
Securities Purchase Agreement [Member] | Kona Gold Beverage [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interest rate | 4.99% | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares converted, value | $ 1,290,000 | ||||||||
Accrued interest | $ 50,780 | ||||||||
Debt conversion price | $ 0.0031 | ||||||||
Subsequent Event [Member] | Secured Convertible Debentures [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued upon conversion of debt | 72,033,921 | ||||||||
Debt conversion price | $ 0.0042 | ||||||||
Financed amount | $ 300,000 | ||||||||
Accrued interest | $ 2,542 | ||||||||
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] | |||||||||
Debt conversion price | $ 0.0045 | ||||||||
Financed amount | $ 595,000 | ||||||||
Issuance of stock | 100,000,000 | ||||||||
Issuance of debenture | $ 595,000 | ||||||||
Issuance fee | $ 92,325 | ||||||||
Original issue discount, percentage | 800% | ||||||||
Original issue discount | $ 47,500 | ||||||||
Diligence and structuring fee | 38,325 | ||||||||
Investors legal fees | $ 6,500 | ||||||||
Interest rate | 10% | ||||||||
Subsequent Event [Member] | Robert Coleman [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Financed amount | $ 250,000 | ||||||||
Maturity date | Mar. 24, 2023 | ||||||||
Debt bears interest rate | 0.97% | ||||||||
Issuance of stock | 25,000,000 | ||||||||
Share price per share | $ 0.004 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued upon conversion of debt | 678,413,399 | ||||||||
Issuance of stock | 25,000,000 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued upon conversion of debt | 453,078,847 |
ACQUISITION OF S AND S BEVERA_5
ACQUISITION OF S AND S BEVERAGE, INC. (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 10, 2021 | |
Business Acquisition [Line Items] | ||||||
Aggregate acquisition payments | $ 1,633,000 | |||||
Payments to acquire businesses gross | 340,000 | |||||
Business combination consideration transferred liabilities incurred | $ 1,050,000 | |||||
S and S Beverage Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued for acquisition, shares | 9,000,000 | 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 | $ 8,586 | $ 400,000 | |||
Share price | $ 2 | $ 0.27 | $ 2 | |||
Business combination consideration transferred liabilities incurred | 666,731 | $ 675,317 | ||||
Business combination price of acquisition expected | 60,000 | |||||
Revenue | $ 209,861 | 368,879 | ||||
Loss from operations | 10,258 | 95,923 | ||||
Net loss | $ 5,675 | $ 89,116 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Aug. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Notes payable, current portion | $ (198,332) | $ (7,974) | |||
Notes payable, net of current portion | 22,219 | 25,338 | |||
Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes Payable | $ 7,974 | ||||
Debt Instrument, Term | 60 months | ||||
Loans Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Less debt discount (c) | [1] | (99,031) | |||
Notes Payable | 220,551 | 33,312 | |||
Notes payable, current portion | (198,332) | (7,974) | |||
Notes payable, net of current portion | 22,219 | 25,338 | |||
Loans Payable [Member] | Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Note payable (c) | [2] | 30,193 | 33,312 | ||
Loans Payable [Member] | Notes Payable One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Note payable (c) | [3] | 39,389 | |||
Loans Payable [Member] | Notes Payable Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Note payable (c) | [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 99,031 34,763 20,000 60 months 5.44 665 33,312 3,119 30,193 7,974 42,000 11.50 39,389 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) $ / shares in Units, shares in Millions | 6 Months Ended | 12 Months Ended | |||||
Mar. 25, 2022 | Aug. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||
Payments to acquire property plant and equipment | $ 24,168 | $ 26,247 | $ 194,792 | $ 59,541 | |||
Line of credit facility, interest rate at period end | 3.75% | ||||||
Long-Term Line of Credit | $ 398,470 | ||||||
Unaffiliated Individual [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Financed amount | $ 250,000 | ||||||
Interest rate, percentage | 0.97% | ||||||
Maturity date | Mar. 24, 2023 | ||||||
Stock issued, shares | 25 | ||||||
Share price | $ 0.004 | ||||||
Stock issued during period value new issues | $ 135,000 | ||||||
Secured debt | 250,000 | ||||||
Unamortized debt discount | 99,031 | ||||||
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 | 39,389 | ||||||
Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Financed amount | $ 34,763 | 3,119 | |||||
Payments to acquire property plant and equipment | $ 20,000 | ||||||
Interest rate, percentage | 5.44% | ||||||
Debt instrument periodic payment interest | $ 665 | ||||||
Debt instrument periodic payment interest | 30,193 | $ 33,312 | |||||
Loans payable current | $ 7,974 |
NOTES PAYABLE _ RELATED PARTI_3
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Interest Payable, Current | $ 95,873 | $ 32,102 | |
Notes Payable Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Payable, Current | $ 122,906 | $ 95,873 | |
Increase in accrued interest | $ 27,033 |