Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
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 | 20-1915682 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 746 North Drive |
Entity Address, Address Line Two | Suite A |
Entity Address, City or Town | Melbourne |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 32934 |
City Area Code | (844) |
Local Phone Number | 714-2224 |
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash | $ 76,609 | $ 39,788 | $ 703,825 |
Accounts receivable, net of allowance for doubtful accounts of $143,906 and $145,579, respectively | 13,135 | 79,529 | 15,993 |
Inventory, net of reserve for obsolescence of $80,000, respectively | 642,998 | 859,179 | 574,811 |
Prepaids | 278,707 | ||
Other current assets | 45,262 | 30,373 | |
Total current assets | 732,742 | 1,023,758 | 1,603,709 |
NON-CURRENT ASSETS | |||
Property, plant and equipment, net | 325,683 | 348,064 | 348,037 |
Right-of-use asset, net | 707,997 | 762,464 | 966,955 |
Intangible property, net | 63,762 | 66,201 | 75,955 |
Deposits | 13,350 | 15,125 | 15,125 |
Total assets | 1,843,534 | 2,215,612 | 3,009,781 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 1,587,187 | 1,379,227 | 541,123 |
Accrued compensation | 162,083 | 137,083 | 329,583 |
Notes payable | 732,753 | 712,499 | |
Acquisition obligations, current | 654,403 | 659,550 | 60,000 |
Lease liabilities, current | 201,384 | 209,685 | 213,837 |
Convertible debt, net of discount of $318,270 and $183,940, respectively | 629,378 | 411,060 | 849,933 |
Derivative liability | 2,121,000 | ||
Total current liabilities | 5,751,339 | 5,294,755 | 4,129,450 |
NON-CURRENT LIABILITIES | |||
Notes payable, net of current | 57,999 | 57,055 | 25,338 |
Acquisition obligations, net of current | 615,317 | ||
Lease liabilities, net of current | 579,148 | 629,197 | 838,883 |
Total liabilities | 6,388,486 | 5,981,007 | 7,134,639 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred Stock, $.00001 par value, 5,702,000 shares authorized, 989,000 and 988,000 issued and outstanding, respectively | 10 | 10 | 10 |
Common Stock, $.00001 par value, 10,500,000,000 authorized, 2,139,440,557 and 2,000,276,378, issued and outstanding, respectively | 21,394 | 20,003 | 10,047 |
Common stock issuable (169,999,860 shares) | 1,386,489 | 1,386,497 | 1,386,497 |
Additional paid-in capital | 19,252,920 | 18,441,303 | 10,778,761 |
Accumulated deficit | (25,205,765) | (23,613,208) | (16,300,173) |
Total stockholders’ deficit | (4,544,952) | (3,765,395) | (4,124,858) |
Total liabilities and stockholders’ deficit | 1,843,534 | 2,215,612 | 3,009,781 |
Nonrelated Party [Member] | |||
CURRENT LIABILITIES | |||
Notes payable | 712,499 | 7,974 | |
Related Party [Member] | |||
CURRENT LIABILITIES | |||
Notes payable | $ 1,784,151 | 1,785,651 | 6,000 |
NON-CURRENT LIABILITIES | |||
Notes payable, net of current | $ 1,525,651 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | |||||
Allowance for doubtful accounts | $ 143,906 | $ 145,579 | $ 11,926 | ||
Debt instrument, unamortized discount | $ 57,234 | $ 218,481 | [1] | [1] | |
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 5,702,000 | 5,702,000 | 5,702,000 | ||
Preferred stock, shares issued | 989,000 | 988,000 | 988,000 | ||
Preferred stock, shares outstanding | 989,000 | 988,000 | 988,000 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 10,500,000,000 | 10,500,000,000 | 10,500,000,000 | ||
Common stock, shares issued | 2,139,440,557 | 2,000,276,378 | 1,004,709,546 | ||
Common stock, shares outstanding | 2,139,440,557 | 2,000,276,378 | 1,004,709,546 | ||
Common stock issuable, shares | 169,999,860 | 169,999,860 | 169,999,860 | ||
Inventory reserve | $ 80,000 | $ 80,000 | $ 150,000 | ||
Loans Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument, unamortized discount | 57,234 | 218,481 | 0 | ||
Convertible Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument, unamortized discount | $ 318,270 | $ 183,940 | $ 2,150,067 | ||
[1]On September 30, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 250,000 receipts/revenue 340,000 90,000 247,263 65,452 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
REVENUES, NET | $ 1,274,897 | $ 995,131 | $ 4,443,036 | $ 2,478,736 |
COST OF REVENUES | 986,859 | 849,876 | 3,451,163 | 2,143,359 |
Gross profit | 288,038 | 145,225 | 991,873 | 335,377 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 1,273,961 | 939,336 | 4,148,337 | 3,383,879 |
Impairment of goodwill | 1,337,287 | |||
Loss from operations | (985,923) | (794,081) | (3,156,464) | (4,385,789) |
Other income / (expense) | ||||
Interest expense | (293,591) | (430,895) | (1,040,651) | (982,378) |
Financing costs | (163,000) | (286,019) | (1,335,000) | |
Change in the fair value of derivative liability | (1,793,000) | (1,523,000) | 549,714 | |
Loss on extinguishment of debt | (150,174) | (546,810) | (1,306,563) | (1,056,732) |
Gain on forgiveness of SBA PPP loan | 212,648 | |||
Other income (expense) | 131 | 3,224 | (338) | (22,600) |
Net Loss | $ (1,592,557) | $ (3,561,562) | $ (7,313,035) | $ (7,020,137) |
NET LOSS PER COMMON SHARE: | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||||
Basic and diluted | 2,083,977,870 | 1,162,096,383 | 1,598,164,109 | 875,322,747 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Shares Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 7,863 | $ 10 | $ 1,386,497 | $ 5,028,012 | $ (9,280,036) | $ (2,857,654) |
Balance, shares at Dec. 31, 2020 | 786,308,041 | 988,140 | 169,999,860 | |||
Common Stock Issued for Compensation | $ 81 | 213,719 | 213,800 | |||
Common stock issued for compensation, shares | 8,100,000 | |||||
Common Stock issued for acquisition | $ 90 | 242,910 | 243,000 | |||
Common stock issued for acquisition, shares | 9,000,000 | |||||
Warrants related to convertible notes | 1,583,000 | 1,583,000 | ||||
Preferred stock issued to a related party for common stock issuable | $ 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) | ||||
Balance at Dec. 31, 2021 | $ 10,047 | $ 10 | $ 1,386,497 | 10,778,761 | (16,300,173) | (4,124,858) |
Balance, shares at Dec. 31, 2021 | 1,004,709,546 | 988,000 | 169,999,860 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 4,531 | 3,184,883 | 3,189,414 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 453,078,847 | |||||
Net loss | (3,561,562) | (3,561,562) | ||||
Common stock issued with note payable received as debt discount | $ 250 | 134,750 | 135,000 | |||
Common stock issued with note payable recorded as debt discount, shares | 25,000,000 | |||||
Balance at Mar. 31, 2022 | $ 14,828 | $ 10 | $ 1,386,497 | 14,098,394 | (19,861,735) | (4,362,006) |
Balance, shares at Mar. 31, 2022 | 1,482,788,393 | 988,000 | 170,000,000 | |||
Balance at Dec. 31, 2021 | $ 10,047 | $ 10 | $ 1,386,497 | 10,778,761 | (16,300,173) | (4,124,858) |
Balance, shares at Dec. 31, 2021 | 1,004,709,546 | 988,000 | 169,999,860 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 9,691 | 7,192,307 | 7,201,998 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 969,066,832 | |||||
Net loss | (7,313,035) | (7,313,035) | ||||
Common stock issued with note payable received as debt discount | $ 250 | 134,750 | 135,000 | |||
Common stock issued with note payable recorded as debt discount, shares | 25,000,000 | |||||
Common stock issued for services | $ 15 | 31,485 | 31,500 | |||
Common stock issued for services, shares | 1,500,000 | |||||
Warrants related to convertible notes | 304,000 | 304,000 | ||||
Balance at Dec. 31, 2022 | $ 20,003 | $ 10 | $ 1,386,497 | 18,441,303 | (23,613,208) | (3,765,395) |
Balance, shares at Dec. 31, 2022 | 2,000,276,378 | 988,000 | 169,999,860 | |||
Warrants related to convertible notes | 150,000 | 150,000 | ||||
Preferred stock issued to a related party for common stock issuable | $ 0 | $ (8) | 185,008 | 185,000 | ||
Preferred stock conversion to common stock, shares | 1,000 | (1,000) | ||||
Common stock issued for conversion of convertible debt and accrued interest | $ 720 | 314,280 | 315,000 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 72,000,000 | |||||
Net loss | (1,592,557) | (1,592,557) | ||||
Common stock issued with note payable recorded as debt discount, shares | 25,000,000 | |||||
Warrants issued for financing costs (ELOC) | 163,000 | 163,000 | ||||
Common stock issued upon cashless exercise of warrants | $ 671 | (671) | ||||
Common stock issued upon cashless exercise of warrants | 67,164,179 | |||||
Balance at Mar. 31, 2023 | $ 21,394 | $ 10 | $ 1,386,489 | $ 19,252,920 | $ (25,205,765) | $ (4,544,952) |
Balance, shares at Mar. 31, 2023 | 2,139,440,557 | 989,000 | 169,998,860 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH USED IN OPERATING ACTIVITIES: | |||||
Net loss | $ (1,592,557) | $ (3,561,562) | $ (7,313,035) | $ (7,020,137) | |
Adjustments to reconcile net loss to net cash provided by operations: | |||||
Depreciation and amortization | 21,591 | 23,744 | 90,967 | 49,390 | |
Change in allowance for doubtful accounts | (1,673) | (8,366) | 133,653 | ||
Change in inventory reserves | (70,000) | 150,000 | |||
Right-of-use asset amortization | 54,467 | 49,210 | 204,491 | 291,697 | |
Amortization of debt discount | 250,917 | 367,845 | 847,950 | 774,496 | |
Amortization of intangible assets | 2,439 | 2,439 | 9,754 | 9,323 | |
Impairment of goodwill | 1,337,287 | ||||
Financing costs | 286,000 | 1,335,000 | |||
Loss on extinguishment of debt | 192,648 | 546,810 | 1,306,563 | 1,056,732 | |
Gain on change in fair value of derivative liabilities | 1,793,000 | 1,523,000 | (549,714) | ||
Common stock issued for services | 31,500 | 213,800 | |||
Gain on forgiveness of PPP loan | (212,648) | ||||
Changes in operating assets and liabilities: | |||||
Decrease (increase) in accounts receivable | 68,067 | (69,770) | (197,189) | 16,768 | |
Decrease (increase) in inventory | 216,181 | (554,481) | (214,368) | 185,339 | |
Decrease (increase) in prepaids | 267,342 | 278,707 | (278,707) | ||
Decrease (increase) in other current assets | 45,262 | 1,564 | (14,889) | (9,925) | |
Decrease (increase) in deposits | 1,775 | (8,625) | |||
Increase (decrease) in accounts payable and accrued expenses | 207,960 | 571,666 | 996,059 | 66,186 | |
Increase (decrease) in amounts due to customer | (10,508) | ||||
Increase (decrease) in accrued compensation | 25,000 | (50,000) | (192,500) | 72,083 | |
Increase (decrease) in lease liability | (56,411) | (48,945) | (206,181) | (198,433) | |
Net cash used in operating activities | (215,544) | (669,504) | (2,499,518) | (2,730,596) | |
CASH USED IN INVESTING ACTIVITIES: | |||||
Purchase of purchase property, plant and equipment | (44,418) | (194,792) | |||
Purchase of purchase property, plant and equipment | (21,131) | (3,590) | |||
Net cash used in investing activities | (21,131) | (44,418) | (198,382) | ||
CASH PROVIDED BY FINANCING ACTIVITIES: | |||||
Proceeds from note payable - related party | 80,000 | 260,000 | |||
Repayment of note payable - related party | (81,500) | (1,500) | (6,000) | (31,500) | |
Changes in acquisition obligations | (5,147) | (3,224) | (15,767) | (463,932) | |
Principal repayments of finance lease obligation | (1,939) | (1,899) | (7,657) | (7,499) | |
Proceeds from notes payable, net of expenses | 284,595 | 292,219 | 852,059 | ||
Repayment of notes payable | (424,644) | (1,994) | (180,411) | (399,921) | |
Proceeds from convertible debentures payable, net of expenses | 401,000 | 977,675 | 4,305,000 | ||
Proceeds from PPP notes payable | 117,487 | ||||
Net cash provided by financing activities | 252,365 | 283,602 | 1,879,899 | 3,519,635 | |
Net cash increase (decrease) for period | 36,821 | (407,033) | (664,037) | 590,657 | |
Cash at beginning of period | 39,788 | 703,825 | 703,825 | 113,168 | |
Cash at end of period | 76,609 | 296,792 | 39,788 | 703,825 | $ 113,168 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash paid for income taxes | 6,101 | 22,600 | |||
Cash paid for interest | 3,923 | 130 | 13,149 | 120,740 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Common stock issued for acquisition of S&S | 243,000 | ||||
Recording of right of use asset and lease liability | 135,000 | 345,659 | |||
Fair value of derivative liability created upon issuance of convertible debenture and warrants | 680,000 | 3,982,000 | $ 361,152 | ||
Common shares issued on conversion of debentures and accrued interest | 315,000 | 3,189,414 | 7,201,998 | 3,713,133 | |
Issuance of loan payable for vehicle purchase | 46,576 | 34,763 | |||
Fair value of common stock issues with a note payable received as a debt discount | 135,000 | ||||
Fair value of warrants issued upon issuance of convertible notes | 150,000 | $ 304,000 | |||
Preferred stock issued for common stock issuable | 185,000 | ||||
Fair value of warrants issued for financing costs | 163,000 | ||||
Loss on sale of property and equipment | $ 790 |
OPERATIONS AND GOING CONCERN
OPERATIONS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
OPERATIONS AND GOING CONCERN | NOTE 1 – OPERATIONS AND GOING CONCERN 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”). As of March 31, 2023, the Company has three 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”). Kona focuses on the development and marketing of functional and better-for-you beverages: Ooh La Lemin Lemonades that are available in a variety of sparkling and non-sparkling flavors and Kona Gold Energy Drinks that are low-to-zero calorie functional beverages that are high in B vitamins, amino acids, and omegas. 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, all of which complement our current product offerings. The Company currently sells its products through resellers, the Company’s websites, and distributors that span across 18 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, in the three months ended March 31, 2023, the Company recorded a net loss of $ 1,592,557 215,544 4,544,952 In addition, the Company’s independent registered public accounting firm, in its report on our December 31, 2022 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At March 31, 2023, the Company had cash on hand in the amount of $ 76,609 230,000 234,965 | NOTE 1 – OPERATIONS AND GOING CONCERN 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 February 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, 2022, the Company recorded a net loss of $ 7,313,035 2,499,518 3,765,395 At December 31, 2022, the Company had cash on hand in the amount of $ 39,788 760,000 200,000 200,000 85,000 85,000 5,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These 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. 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 March 31, 2023 and December 31, 2022, the allowance was $ 143,906 145,579 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 for returns for each quarter for 3 36,400 35,100 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 31, 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 221,746 $ 189,952 17 % Amazon 13,063 35,524 (63 )% Online Sales 5,236 10,971 (52 )% Retail 1,070,283 791,402 35 % Shipping 969 2,382 (59 )% Sales Returns and Allowances (36,400 ) (35,100 ) 4 % Net Revenues $ 1,274,897 $ 995,131 28 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 31, 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 9,624 $ 62,892 (85 )% CBD Energy Waters 1,867 14,472 (87 )% Lemonade Drinks 228,554 159,018 44 % Apparel - 65 (100 )% Retail 1,070,283 791,402 35 % Shipping 969 2,382 (59 )% Sales returns and allowance (36,400 ) (35,100 ) 4 % Net Revenues $ 1,274,897 $ 995,131 28 % Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 18,966 52,519 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. 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 three months ending March 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES March 31, 2023 March 31, 2022 Warrants 347,169,154 170,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock 1,000 - Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 - Common stock issuable 169,998,860 500,000,000 Restricted common stock 9,600,000 170,000,000 Common stock on convertible debentures and accrued interest 449,794,074 856,123,077 Total 1,477,051,088 1,696,611,077 Anti-dilutive shares 1,477,051,088 1,696,611,077 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 2022 fiscal year, the Company consolidated and restructured its operations. The Company now operates in one 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. 25 18 11 11 10 27 20 Co-Packers. Purchases from vendors. 68 34 Accounts payable. 10 27 21 10 31 18 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 include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These 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. 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, 2022 and 2021, the allowance was $ 145,579 11,926 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. As of December 31, 2022 and 2021, management has provided a reserve for slow moving and potentially obsolete inventory of $ 80,000 150,000 Property and Equipment Property and equipment are 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, 2022 and 2021, 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, trademarks 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 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 for returns for each quarter for 3 134,750 77,479 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, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 805,480 $ 895,850 (10 )% Amazon 128,756 154,240 (17 )% Online Sales 22,647 68,073 (67 )% Retail 3,609,419 1,420,747 154 % Shipping 11,484 17,305 (34 )% Sales Returns and Allowances (134,750 ) (77,479 ) 74 % Net Revenues $ 4,443,036 $ 2,478,736 79 % The following table presents our net revenues by product lines for the period presented: Year Ended December 31, 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 168,146 $ 362,096 (54 )% CBD Energy Waters 59,250 133,110 (55 )% Lemonade Drinks 729,306 621,331 17 % Apparel 181 1,626 (89 )% Retail 3,609,419 1,420,747 154 % Shipping 11,484 17,305 (34 )% Sales returns and allowance (134,750 ) (77,479 ) 74 % Net Revenues $ 4,443,036 $ 2,478,736 79 % 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 $ 192,786 164,052 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, 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 December 31, 2022 December 31, 2021 Warrants 278,333,333 170,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 500,000,000 Common stock issuable 169,999,860 169,999,860 Restricted common stock 9,600,000 8,100,000 Common stock on convertible debentures and accrued interest 229,909,630 766,027,250 Total 1,188,330,823 1,614,615,110 Anti-dilutive shares 1,188,330,823 1,614,615,110 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. The Company’s derivative liabilities are considered Level 3 inputs. Segments During the year, the Company consolidated and restructured its operations. The Company now operates in one 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. 27 20 36 24 Co-Packers. Purchases from vendors. 34 13 11 10 Accounts payable. 10 31 18 20 14 12 11 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. |
INVENTORY
INVENTORY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 3 – INVENTORY Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY March 31, 2023 December 31, 2022 Raw materials $ 195,389 $ 198,605 Finished goods, net 447,609 660,574 Total $ 642,998 $ 859,179 At March 31, 2023 and December 31, 2022, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 80,000 | 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, 2022 December 31, 2021 Raw materials $ 198,605 $ 70,592 Finished goods, net 660,574 504,219 Total $ 859,179 $ 574,811 At December 31, 2022 and 2021, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 80,000 150,000 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT March 31, 2023 December 31, 2022 Furniture and Fixtures $ 78,944 $ 78,134 Computers and Software 36,667 36,667 Machinery & Equipment 116,403 118,003 Vehicles 310,348 310,348 Total cost 542,362 543,152 Accumulated depreciation (216,679 ) (195,088 ) Property, plant and equipment, net $ 325,683 $ 348,064 Depreciation for the three months ended March 31, 2023 and 2022, was $ 21,591 23,744 | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property and equipment are comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2022 December 31, 2021 Furniture and Fixtures $ 78,134 $ 75,070 Computers and Software 36,667 29,196 Machinery & Equipment 118,003 108,799 Vehicles 310,348 239,093 Total cost 543,152 452,158 Accumulated depreciation (195,088 ) (104,121 ) Property, plant and equipment, net $ 348,064 $ 348,037 Depreciation for the years ended December 31, 2022 and 2021, was $ 90,967 49,390 During the year ended December 31, 2022, the Company entered into a loan to purchase a vehicle for $ 46,576 54,763 20,000 34,763 |
ACQUISITION OBLIGATION
ACQUISITION OBLIGATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
ACQUISITION OBLIGATION | NOTE 9 – ACQUISITION OBLIGATION 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 243,000 1,050,000 89,249 400,000 2.00 659,550 5,147 654,403 | NOTE 5 – ACQUISITION OF S AND S BEVERAGE, INC. ACQUISITION OBLIGATION 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 243,000 1,050,000 89,249 400,000 2.00 63,932 675,317 15,767 659,550 The Company utilized the acquisition method of accounting for the S and S acquisition in accordance with ASC 805, Business Combinations 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 $ 1,337,287 Proforma information for the year ended December 31 2021 has been omitted as the operations of S and S prior to the acquisition were de minimis. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET March 31, 2023 December 31, 2022 Intangible Assets Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (33,778 ) (31,339 ) Total Intangible Assets, net of amortization $ 63,762 $ 66,201 During the three months ended March 31, 2023 and 2022, the Company recorded amortization expense of $ 2,439 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2023 (remaining) $ 7,315 2024 9,754 2025 9,754 2026 9,754 2027 9,754 Thereafter 17,431 Total $ 63,762 | NOTE 6 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET December 31, 2022 December 31, 2021 Intangible Assets Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (31,339 ) (21,585 ) Total Intangible Assets, net of amortization $ 66,201 $ 75,955 During the year ended December 31, 2022 and 2021, the Company recorded amortization expense of $ 9,754 9,323 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2023 $ 9,754 2024 9,754 2025 9,754 2026 9,754 2027 9,754 Thereafter 17,431 Total $ 66,201 |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Payable Related Parties | ||
NOTES PAYABLE – RELATED PARTIES | NOTE 6 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at March 31, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTY March 31, 2023 December 31, 2022 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 260,000 260,000 Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 46,000 47,500 Total notes payable – related parties $ 1,784,151 $ 1,785,651 (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, 2024 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, 2024 260,000 260,000 (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, 2023 80,000 125,500 125,500 (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 46,000 500 final payment due in March 2024 47,500 1,500 46,000 At December 31, 2022, accrued interest on notes payable to related parties was $ 153,959 15,831 169,790 | NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at December 31, 2022 and 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 260,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 47,500 53,500 Total notes payable – related parties 1,785,651 1,531,651 Notes payable – related parties (1,785,651 ) (6,000 ) Notes payable – related parties $ - $ 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 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 3.75 260,000 (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, 2023 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 6,000 47,500 At December 31, 2021, accrued interest on notes payable to related parties was $ 95,873 58,086 153,959 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE Notes payable consists of the following at March 31, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE March 31, 2023 December 31, 2022 Note payable (a) $ 25,354 $ 26,994 Note payable (b) 43,613 44,550 Note payable (c) 40,256 40,103 Note payable (d) 250,000 250,000 Note payable (e) 207,175 626,388 Note payable (f) 85,000 - Note payable (g) 196,588 - Total notes payable 847,986 988,035 Less debt discount (e) (57,234 ) (218,481 ) Total notes payable, net 790,752 769,554 Notes payable, current portion (732,753 ) (712,499 ) Notes payable, net of current portion $ 57,999 $ 57,055 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 26,994 1,640 25,354 (b) On September 30, 2022, the Company financed the purchase of a vehicle for $ 46,576 60 9.44 980 44,550 937 43,613 (c) 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 40,256 40,103 (d) 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, 2024 12 22,212 April 24, 2023 at which date the entirety of the balance of principal plus interest is due. The secured debenture is secured by nine identified motor vehicles of the Company. As of March 31, 2023 and December 31, 2022, the outstanding balance of the secured debentures amounted to $ 250,000 . In connection with the issuance of the original debenture in 2022, the Company issued to the lender 25 0.004 25 135,000 31,531 31,531 (e) On September 30, 2022, November 2, 2022, and December 15, 2022, the Company entered into secured non-interest-bearing advance agreements with unaffiliated third parties for the purchase of future receipts/revenues. Under the agreements, the Company received an aggregate lump sum payment of $ 561,957 798,456 9,019 1,291 626,388 419,213 207,175 Upon execution of the advance and receipt of funds, the Company recorded the difference of $ 236,499 186,950 129,716 57,234 (f) On March 9, 2023, the Company entered into a Line of Credit Agreement with American Express National 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 $ 85,000 19.32% September 9, 2024 5,572 85,000 (g) On March 7, 2023, the Company entered into a Line of Credit Agreement with Celtic 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 $ 200,000 35.90 March 7, 2024 196,588 At December 31, 2022 on item (d), accrued interest on the notes payable was $ 1,874 5,630 7,504 As of December 31, 2022, the unamortized debt discount was $ 218,481 161,247 57,234 | NOTE 8 – NOTES PAYABLE Notes payable consists of the following at December 31, 2022 and 2021: SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 Note payable (a) $ 26,994 $ 33,312 Note payable (b) 44,550 - Note payable (c) 40,103 - Note payable (d) 250,000 - Note payable (e) 247,263 - Note payable (f) 206,625 - Note payable (g) 172,500 - Total notes payable 988,035 33,312 Less debt discount (e) (218,481 ) - Total notes payable, net 769,554 33,312 Notes payable, current portion (712,499 ) (7,974 ) Notes payable, net of current portion $ 57,055 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 6,318 26,994 6,656 (b) On September 30, 2022, the Company financed the purchase of a vehicle for $ 46,576 60 9.44 980 2,026 44,550 7,832 (c) 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. Advances under this line of credit bear interest at the rate of 11.50 40,103 (d) 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 31,531 (e) On September 30, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 250,000 receipts/revenue 340,000 90,000 247,263 65,452 (f) On December 16, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 143,957 receipts/revenue 216,956 1,291 72,999 206,625 69,523 (g) On November 2, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 168,000 receipts/revenue 241,500 1,725 73,500 172,500 51,975 At December 31, 2021, there was no 1,874 1,874 During the year ended December 31, 2022, the Company amortized debt discount of $ 153,018 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Secured Convertible Debentures | ||
SECURED CONVERTIBLE DEBENTURES | NOTE 8 – SECURED CONVERTIBLE DEBENTURES Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of March 31, 2023 and December 31, 2022: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY March 31, 2023 December 31, 2022 Mast Hill Note 1 472,648 595,000 Mast Hill Note 2 475,000 - Mast Hill Note 475,000 - Less debt discount (318,270 ) (183,940 ) Secured debentures, net $ 629,378 $ 411,060 Mast Hill On July 28, 2022, the Company issued senior secured debentures to an otherwise unaffiliated third-party investor (the “Investor”) in the aggregate of $ 595,000 The debentures bear interest at a rate of 10 0.0045 0.0045 0.003 100 0.0045 223,000 92,325 315,325 183,940 78,831 105,109 As of December 31, 2022 the balance due under the obligation was $ 595,000 157,400 72,000,000 315,000 157,600 472,648 M ast Hill Debenture 2 On March 13, 2023, the Company issued an additional senior secured debenture to the Investor in the aggregate of $ 475,000 16 0.0045 At our option, we have the right to redeem, in full, the outstanding principal and interest under the debenture prior to its maturity date; provided that 750 Further, commencing on May 10, 2023, and continuing on the tenth day of each calendar month thereafter, we are required to redeem an amount equivalent to the sum of $2.00 for each 12-count case of our beverages that we sell in the ordinary course, calculated two months in arrears. Accordingly, the first redemption payment is due and payable on May 10, 2023 for the cases sold during the month of March, 2023. In connection with the issuances of the debentures, the Company granted to the Investor warrants to purchase up to 80 March 13, 2028 0.0045 150,000 74,000 224,000 10,839 213,161 As of March 31, 2023, no shares of common stock were potentially issuable under the conversion terms of the outstanding debentures. At December 31, 2022, accrued interest on the convertible notes payable was $ 25,756 19,214 37,466 7,504 As of December 31, 2022, the unamortized debt discount was $ 183,940 224,000 89,670 318,270 | NOTE 9 – SECURED CONVERTIBLE DEBENTURES Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of December 31, 2022 and 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY December 31, 2022 December 31, 2021 YA II PN, Ltd. $ - $ 3,000,000 Mast Hill 595,000 - Secured debentures 595,000 3,000,000 Less debt discount (183,940 ) (2,150,067 ) Secured debentures, net $ 411,060 $ 849,933 YA II PN, Ltd. During the year ended December 31, 2021, the Company issued secured debentures to an otherwise unaffiliated third-party investor (“YA II”) 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 Twenty million of the warrants will expire on May 14, 2023, 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 During the year ended December 31, 2021, YA II 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 On May 5, 2022, the Company issued similar debentures to YA II 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 During the year ended December 31, 2022, the note holder converted its remaining principal of $ 3,500,000 157,956 3,657,956 969,066,832 7,201,998 3,657,955 2,086,962 4,324,000 1,306,563 During the year ended December 31, 2022, the Company amortized debt discount of $ 563,542 Mast Hill On July 28, 2022, the Company issued senior secured debentures to an otherwise unaffiliated third-party investor (the “Investor”) in the aggregate of $ 595,000 The debentures bear interest at a rate of 10% per annum, mature on July 28, 2023, and are convertible into shares of our common stock at a conversion price of $ 0.0045 100 July 28, 2027 0.0045 223,000 92,325 315,325 131,385 183,940 As of December 31, 2022, no shares of common stock were potentially issuable under the conversion terms of the outstanding debentures. At December 31, 2021, accrued interest on the convertible notes payable was $ 54,110 129,602 157,956 25,756 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. During fiscal years 2021 and 2022, 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 12). 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, 2022, and 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 Issued At Stock Price $ - $ 0.0168 $ 0.0052 Exercise Price $ - $ 0.0082 $ 0.0039 Expected Life (Years) - 1.00 0.74 Volatility - % 132 % 95 % Dividend Yield - % 0 % 0 % Risk-Free Interest Rate - % 2.16 % 0.39 % Fair value: Conversion feature $ - $ 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. The derivative liability balance was $ 361,152 3,982,000 550,152 1,672,000 2,121,000 As discussed in Note 9, during the year ended December 31, 2022, the Company recognized derivative liabilities of $ 680,000 3,500,000 2,121,000 4,324,000 1,523,000 4,324,000 no |
LEASE LIABILITIES
LEASE LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Lease Liabilities | ||
LEASE LIABILITIES | NOTE 10 – 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 square foot building in Conway, South Carolina. The lease is for a 62 -month period that commenced in October 2021 and expires in November 2026. The Company’s monthly rent is approximately $ 7,261 plus applicable monthly CAM fees (Common Area Maintenance). The monthly base rent increases annually by 1.5 percent. In October 2021, the Company recognized an operating lease right of use (“ROU”) asset and lease liability of $ 345,649 , related to the Conway, South Carolina operating lease utilizing a present value rate of 10 %. The Company no longer as of December 31, 2022, occupies this facility. Accordingly, the Company is attempting to sublease this building and the landlord is attempting to relet the building. Finance Leases On March 17, 2020, the Company entered into a lease agreement for equipment. The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025. 676 During the three months ended March 31, 2023 and 2022, lease costs totaled $ 54,467 49,210 Our ROU asset balance was $ 762,464 54,467 707,997 As of December 31, 2022, lease liabilities totaled $ 838,882 17,824 821,058 1,939 56,411 780,532 201,384 579,148 As of March 31, 2023, the weighted average remaining lease terms for operating lease and finance lease are 3.47 2.00 10.00 2.09 Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Amount 2023 (remaining) $ 203,848 2024 262,715 2025 261,083 2026 198,217 2027 and thereafter - Total payments 925,863 Less: Amount representing interest (145,331 ) Present value of net minimum lease payments 780,532 Less: Current portion (201,384 ) Non-current portion $ 579,148 | 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 1.5 345,649 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. The agreement includes monthly payments of $ 676 During the years ended December 31, 2022 and 2021, lease costs totaled $ 204,491 291,697 Our ROU asset balance was $ 912,993 345,659 291,697 966,955 204,491 762,464 As of December 31, 2020, lease liabilities totaled $ 912,993 32,980 880,013 345,659 7,499 198,433 1,052,720 25,481 1,027,239 7,657 206,181 209,685 629,197 As of December 31, 2022, the weighted average remaining lease terms for operating lease and finance lease are 4.08 2.25 10.00 2.09 Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Amount 2023 $ 282,347 2024 262,715 2025 261,083 2026 198,217 2027 and thereafter - Total payments 1,004,362 Less: Amount representing interest (165,480 ) Present value of net minimum lease payments 838,882 Less: Current portion (209,685 ) Non-current portion $ 629,197 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock The Company’s issued and outstanding preferred stock, par value $ 0.00001 989,000 988,000 Series A Preferred Stock The Company had authorized 4,000,000 0.00001 no Series B Preferred Stock The Company had authorized 1,200,000 0.00001 488,000 Series C Preferred Stock On February 13, 2023, the Company increased the authorized number of Series C Preferred Stock from 250 2,000 0.00001 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 March 31, 2023, 1,000 no Series D Preferred Stock The Company had authorized 500,000 0.00001 500,000 1,000 Common Stock On February 13, 2023, the Company increased the authorized number of shares of Common Stock from 2,500,000,000 10,500,000,000 0.00001 10,500,000,000 2,139,440,557 2,000,276,378 Equity Transactions During the three months ended March 31, 2023, the Company issued an aggregate of 72,000,000 324,000 122,352 35,048 0.0022 157,600 During the three months ended March 31, 2023, the Company issued an aggregate of 67,164,179 During the three months ended March 31, 2022, the Company issued an aggregate of 453,078,847 3,189,414 1,290,000 40,608 0.0030 During the three months ended March 31, 2022, and in connection with the issuance of a debenture, the Company issued to the lender 25,000,000 0.004 25,000,000 135,000 2023 Equity Purchase Agreement Pursuant to an Equity Purchase Agreement (the “Purchase Agreement”) dated as of March 30, 2023 (the “EPA”), the Company (i) agreed to sell to the same entity with whom we had entered into the Securities Purchase Agreement dated as of March 13, 2023 up to $ 5,000,000.00 56,000,000 Upon the terms and conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor, by delivery to the Investor of a Put Notice from time to time, to purchase shares of our Common Stock (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00 or (b) 150% of the Average Daily Trading Value of our Common Stock (as defined in the Purchase Agreement). At any time and from time to time through and including March 30, 2025 (the “Commitment Period”), except as provided in the Purchase Agreement, the Company may deliver a Put Notice to the Investor The Commitment Period commences on the Execution Date, and ends on the earlier of (i) the date on which the Investor shall have purchased Put Shares pursuant to the Purchase Agreement equal to the Maximum Commitment Amount, (ii) March 30, 2025, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Valuation Period or at any time that the Investor holds any of the Put Shares), (iv) the Registration Statement for the Put Shares is no longer effective after its initial effective date, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors. We also granted the Warrant to purchase up to an aggregate of the 56,000,000 0.0045 4.99 163,000 | 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 February 13, 2023, the Company increased the authorized number of Series C Preferred Stock from 250 2,000 0.00001 On July 8, 2020, the Company amended the terms of the Series C Preferred Stock and filed a Certificate of Designation of the Preferences, Rights, and Limitations of the Series C Preferred Stock with the Secretary of State of the State of Delaware. 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, 2022 and December 31, 2021, no shares of Series C Preferred Stock were issued and outstanding. Series D Preferred Stock The Company had authorized 500,000 0.00001 500,000 1,000 Common Stock On February 13, 2023, the Company increased the authorized number of Common Stock from 2,500,000,000 10,500,000,000 0.00001 10,500,000,000 2,000,276,378 1,004,709,546 Equity Transactions During the year ended December 31, 2022, the Company issued an aggregate of 969,066,832 7,201,998 3,500,000 157,955 0.0074 During the year ended December 31, 2021, the Company issued an aggregate of 201,301,365 3,713,133 2,484,401 During the year ended December 31, 2022, and in connection with the issuance of a debenture, the Company issued to the lender 25,000,000 0.0040 25,000,000 135,000 During the year ended December 31, 2021, the Company issued 9,000,000 243,000 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SHARE BASED COMPENSATION | NOTE 12 – SHARE BASED COMPENSATION 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 shares of the Common Stock were issued to Mr. Clark, as follows: (i) on October 28, 2015, the Company issued 30,000,000 40,000,000 of such, and (iii) on Mary 16, 2016, the Company issued 50,000,000 of such shares. On April 19, 2018, (i) 40,000,000 50,000,000 169,999,860 1,386,497 Issuance of Class C Preferred Stock to a related party On February 16, 2023, we issued 1,000 185,000 Summary of Warrants A summary of warrants for the three months ended March 31, 2023 is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2022 278,333,333 0.0223 Warrants granted 136,000,000 0.0045 Warrants exercised (67,164,179 ) 0.0045 Warrants expired or forfeited - - Balance outstanding, March 31, 2023 347,169,154 $ 0.0188 Balance exercisable, March 31, 2023 347,169,154 $ 0.0188 Information relating to outstanding warrants at March 31, 2023, 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 $ 0.0045 168,835,821 4.85 $ 0.0045 168,835,821 $ 0.0045 $ 0.03 158,333,333 1.26 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.12 $ 0.05 20,000,000 $ 0.05 347,169,154 2.94 $ 0.0188 347,169,154 $ 0.0188 Based on the fair market value of $ 0.0032 In connection with the issuance of senior convertible secured debentures on March 13, 2023 (see Note 8), the Company granted warrants with a relative fair value of $ 285,000 80,000,000 0.0045 285,000 0.0044 257 0 3.88 In connection with the issuance of 2023 Equity Purchase Agreement on March 30, 2023 (see Note 11), the Company granted warrants to purchase up to an aggregate of 56,000,000 0.0045 165,000 0.0044 three years 257 0 3.88 | NOTE 13 – SHARE BASED COMPENSATION Employee Shares On April 1, 2022, the Company granted 1,000,000 0.0085 8,500 On December 16, 2022, the Company granted 500,000 0.0046 23,000 During 2021 the Company issued an aggregate of 8,000,000 0.0265 212,000 During 2021 the Company issued 100,000 0.018 1,800 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 50,000,000 169,999,860 1,386,497 Summary of Warrants A summary of warrants for the years ended December 31, 2022 and 2021, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price 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 Warrants granted 108,333,333 .0065 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2022 278,333,333 $ 0.0223 Balance exercisable, December 31, 2022 278,333,333 $ 0.0223 Information relating to outstanding warrants at December 31, 2022, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING WARRANTS Outstanding Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.0045 100,000,000 4.58 $ 0.0045 100,000,000 $ 0.0045 $ 0.03 158,333,333 1.51 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.37 $ 0.05 20,000,000 $ 0.02 278,333,333 2.53 $ 0.03 278,333,333 $ 0.03 Based on the fair market value of $ 0.0032 In connection with the issuance of senior convertible secured debentures on July 28, 2022 (see Note 9), the Company granted warrants with a relative fair value of $ 223,000 100,000,000 0.0045 223,000 0.0060 three years 133 0 2.81 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 $ 81,000 8,333,333 0.03 81,000 0.0180 three years 132 0 2.16 In connection with the issuance of 2021 convertible secured debentures in 2021 (see Note 9), the Company granted warrants with a relative fair value of $ 1,581,000 150 three-year 0.03 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 2022 2021 Exercise Price $ 0.03 $ 0.05 Stock Price $ 0.017 $ 0.016 Risk-free interest rate 2.21 % 0.53 % Expected volatility 132 % 214 % Expected life (in years) 3.0 3.0 Expected dividend yield 0 % 0 % |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 – INCOME TAXES At December 31, 2022, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $ 14,288,000 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, 2022 and 2021, 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, 2022, and 2021, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2019 through 2022 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, 2022 December 31, 2021 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, 2022 and 2021: SCHEDULE OF DEFERRED TAXES December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 3,864,000 $ 2,756,000 Less: Valuation allowance (3,864,000 ) (2,756,000 ) Net deferred tax assets $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS April 2023 Security Purchase Agreement Pursuant to a Securities Purchase Agreement dated as of April 25, 2023 (the “SPA”), the Company, completed a private placement of a Senior Secured Promissory Note (the “Senior Note”) with an initial principal amount of $230,000 43,600,000 The transactions contemplated by the SPA were consummated on April 25, 2023 (the “Issue Date”). Upon the funding, we sold and issued the Senior Note and granted the Warrant. Pursuant to the SPA, the purchase price for the Senior Note was $ 230,000 21,900 10 18,400 3,500 The Senior Note is due 12 months from its issuance date and is secured by all of our assets and the assets of each of our 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 our Common Stock (the “Conversion Shares”) at a fixed conversion price of $ 0.0045 4.99 10 At our option, we have the right to redeem, in full, the outstanding principal and interest under the Senior Note prior to its maturity date; provided that 750 Further, commencing on May 10, 2023, and continuing on the tenth day of each calendar month thereafter, we are required to redeem an amount equivalent to the sum of $ 2.00 We also granted the Warrant to purchase up to an aggregate of the 43,600,000 five-year 0.004 The Warrant contains an adjustment provision that, subject to certain exceptions, reduces the exercise price if we issue shares of our Common Stock or common stock equivalents at a price lower than the then-current exercise price of the Warrant. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will result in an equitable adjustment of the exercise price of the Warrant and, in certain circumstances, the number of Warrant Shares. The Warrant is subject to an “exercise blocker,” such that the Investor cannot exercise any portion of the Warrant that would result in the Investor and its affiliates holding more than 4.99 Cashless Conversion of Secured Convertible Debentures On April 21, 2023, the Company issued an aggregate of 87,500,000 184,896 6,604 0.0022 Addendum of Advance Agreement On April 3, 2023, the Company entered into a First Addendum to Standard Merchant Cash Advance Agreement (the “First Addendum”) to amend an Advance Agreement (the “Advance”), dated as of November 2, 2022. The original note was in the principal amount of $ 250,000 206,650 53,475 312,750 On May 2, 2023, the Company entered into a First Addendum to Standard Merchant Cash Advance Agreement (the “First Addendum”) to amend an Advance Agreement (the “Advance”), dated as of September 30, 2022. The original note was in the principal amount of $ 340,000 189,950 108,160 200,000 | NOTE 15 – SUBSEQUENT EVENTS Cashless Exercise of Warrants Subsequent to December 31, 2022, the Company issued an aggregate of 67,164,179 0.0022 Common Stock Issuable On February 16, 2023, we issued 1,000 169,999,860 1,000 Cashless Conversion of Secured Convertible Debentures On March 1, 2023, the Company issued an aggregate of 72,000,000 122,352 35,048 0.0022 Lines of Credit On March 7, 2023, the Company entered into a Line of Credit Agreement with Celtic 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 $ 200,000 35.90 March 7, 2024 200,000 On March 9, 2023, the Company entered into a Line of Credit Agreement with American Express National Bank Celtic 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 $ 85,000 19.32 September 9, 2024 5,572 85,000 Satisfaction of Note Payable On March 8, 2023, the Company satisfied a secured non-interest-bearing advance, less purchase discount of $ 7,426 143,957 receipts/revenue 216,956 March 2023 Securities Purchase Agreement Pursuant to a Securities Purchase Agreement dated as of March 13, 2023 (the “March SPA”), the Company completed a private placement of a Senior Secured Promissory Note (the “March Senior Note”) with an initial principal amount of $ 475,000 80,000,000 The transactions contemplated by the March SPA were consummated on March 15, 2023 (the “March SPA Issue Date”). Upon the funding, we sold and issued the March Senior Note and granted the March Warrant. Pursuant to the March SPA, the purchase price for the March Senior Note was $ 475,000 43,500 8 38,000 5,500 The March Senior Note is due 12 months from its issuance date and is secured by all of our assets and the assets of each of our subsidiaries pursuant to the March Security Agreement. The security interest granted to the Investor under the March 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 March Senior Note is convertible into shares of our Common Stock (the “March Conversion Shares”) at a fixed conversion price of $ 0.0045 4.99 10 At our option, we have the right to redeem, in full, the outstanding principal and interest under the March Senior Note prior to its maturity date; provided that 750 Further, commencing on May 10, 2023, and continuing on the tenth day of each calendar month thereafter, we are required to redeem an amount equivalent to the sum of $ 2.00 We also granted the March Warrant to purchase up to an aggregate of the 80,000,000 five 0.0045 The March Warrant contains an adjustment provision that, subject to certain exceptions, reduces the exercise price if we issue shares of our Common Stock or common stock equivalents at a price lower than the then-current exercise price of the March Warrant. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will result in an equitable adjustment of the exercise price of the March Warrant and, in certain circumstances, the number of March Warrant Shares. The March Warrant is subject to an “exercise blocker,” such that the Investor cannot exercise any portion of the March Warrant that would result in the Investor and its affiliates holding more than 4.99% April 2023 Securities Purchase Agreement Pursuant to a Securities Purchase Agreement dated as of April 25, 2023 (the “April SPA”), we completed a private placement of a Senior Secured Promissory Note (the “April Senior Note”) with an initial principal amount of $ 230,000 43,600,000 The transactions contemplated by the April SPA were consummated on April 28, 2023 (the “April SPA Issue Date”). Upon the funding, we sold and issued the April Senior Note and granted the April Warrant. Pursuant to the April SPA, the purchase price for the April Senior Note was $ 230,000 21,900 8 18,400 3,500 6,400 The April Senior Note is due 12 months from its issuance date and is secured by all of our assets and the assets of each of our subsidiaries pursuant to the April Security Agreement. The security interest granted to Mast Hill under the April Security Agreement is subordinate to the March Security Agreement. Initially, the April Senior Note is convertible into shares of our Common Stock (the “April Conversion Shares”) at a fixed conversion price of $ 0.004 4.99 10 At our option, we have the right to redeem, in full, the outstanding principal and interest under the April Senior Note prior to its maturity date; provided that 750 Further, commencing on May 10, 2023, and continuing on the tenth day of each calendar month thereafter, we are required to redeem an amount equivalent to the sum of $ 2.00 Notwithstanding the foregoing, if we have paid the mandatory case prepayment to Mast Hill during an applicable calendar month pursuant to the March Senior Note, then we do not have an obligation to make a mandatory case prepayment in that applicable calendar month with respect to the April Senior Note. First Amendment to Secured Debenture On March 23, 2023, the Company entered into a First Amendment to Secured Debenture (the “First Amendment”) to amend a Secured Debenture (the “Debenture”), dated as of March 25, 2022. The original note was in the principal amount of $ 250,000 March 24, 2023 12 22,212 2023 Equity Purchase Agreement Pursuant to an Equity Purchase Agreement (the “Purchase Agreement”) dated as of March 30, 2023 (the “EPA”), the Company (i) agreed sell to the same entity with whom we had entered into the Securities Purchase Agreement dated as of March 13, 2023 up to Five Million Dollars ($ 5,000,000.00 56,000,000 Upon the terms and conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor, by delivery to the Investor of a Put Notice from time to time, to purchase shares of our Common Stock (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00 or (b) 150% of the Average Daily Trading Value of our Common Stock (as defined in the Purchase Agreement). At any time and from time to time through and including March 30, 2025 (the “Commitment Period”), except as provided in the Purchase Agreement, the Company may deliver a Put Notice to the Investor. The Commitment Period commences on the Execution Date, and ends on the earlier of (i) the date on which the Investor shall have purchased Put Shares pursuant to the Purchase Agreement equal to the Maximum Commitment Amount, (ii) March 30, 2025, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Valuation Period or at any time that the Investor holds any of the Put Shares), (iv) the Registration Statement for the Put Shares is no longer effective after its initial effective date, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors. We also granted the Warrant to purchase up to an aggregate of the 56,000,000 0.0045 4.99 Amendments to Articles of Incorporation or Bylaws On February 13, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its amended and restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of the Company’s authorized shares of common stock, par value $ 0.00001 2,500,000,000 10,500,000,000 On February 13, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Designation of the Preferences, Rights, and Limitations of the Series C Preferred Stock (the “Series C Certificate of Amendment”) to increase the number of designated shares of such series from two hundred fifty ( 250 0.0001 2,000 0.0001 Departure of Director On December 31, 2022, Mr. William J. Outlaw resigned from his position as Director of Kona Gold Beverages, Inc. (the “Company”), which resignation was effective on that date. Mr. Outlaw’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies, or practices. Expiration of YA II Warrants The 20,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These 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 include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These 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. |
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 March 31, 2023 and December 31, 2022, the allowance was $ 143,906 145,579 | 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, 2022 and 2021, the allowance was $ 145,579 11,926 |
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. As of December 31, 2022 and 2021, management has provided a reserve for slow moving and potentially obsolete inventory of $ 80,000 150,000 | |
Property and Equipment | Property and Equipment Property and equipment are 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, 2022 and 2021, 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, trademarks 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 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 for returns for each quarter for 3 36,400 35,100 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 31, 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 221,746 $ 189,952 17 % Amazon 13,063 35,524 (63 )% Online Sales 5,236 10,971 (52 )% Retail 1,070,283 791,402 35 % Shipping 969 2,382 (59 )% Sales Returns and Allowances (36,400 ) (35,100 ) 4 % Net Revenues $ 1,274,897 $ 995,131 28 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 31, 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 9,624 $ 62,892 (85 )% CBD Energy Waters 1,867 14,472 (87 )% Lemonade Drinks 228,554 159,018 44 % Apparel - 65 (100 )% Retail 1,070,283 791,402 35 % Shipping 969 2,382 (59 )% Sales returns and allowance (36,400 ) (35,100 ) 4 % Net Revenues $ 1,274,897 $ 995,131 28 % | 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 for returns for each quarter for 3 134,750 77,479 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, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 805,480 $ 895,850 (10 )% Amazon 128,756 154,240 (17 )% Online Sales 22,647 68,073 (67 )% Retail 3,609,419 1,420,747 154 % Shipping 11,484 17,305 (34 )% Sales Returns and Allowances (134,750 ) (77,479 ) 74 % Net Revenues $ 4,443,036 $ 2,478,736 79 % The following table presents our net revenues by product lines for the period presented: Year Ended December 31, 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 168,146 $ 362,096 (54 )% CBD Energy Waters 59,250 133,110 (55 )% Lemonade Drinks 729,306 621,331 17 % Apparel 181 1,626 (89 )% Retail 3,609,419 1,420,747 154 % Shipping 11,484 17,305 (34 )% Sales returns and allowance (134,750 ) (77,479 ) 74 % Net Revenues $ 4,443,036 $ 2,478,736 79 % |
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 aggregated $ 18,966 52,519 | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 192,786 164,052 |
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. | 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 three months ending March 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES March 31, 2023 March 31, 2022 Warrants 347,169,154 170,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock 1,000 - Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 - Common stock issuable 169,998,860 500,000,000 Restricted common stock 9,600,000 170,000,000 Common stock on convertible debentures and accrued interest 449,794,074 856,123,077 Total 1,477,051,088 1,696,611,077 Anti-dilutive shares 1,477,051,088 1,696,611,077 | 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, 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 December 31, 2022 December 31, 2021 Warrants 278,333,333 170,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 500,000,000 Common stock issuable 169,999,860 169,999,860 Restricted common stock 9,600,000 8,100,000 Common stock on convertible debentures and accrued interest 229,909,630 766,027,250 Total 1,188,330,823 1,614,615,110 Anti-dilutive shares 1,188,330,823 1,614,615,110 |
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. The Company’s derivative liabilities are considered Level 3 inputs. |
Segments | Segments During the 2022 fiscal year, the Company consolidated and restructured its operations. The Company now operates in one | Segments During the year, the Company consolidated and restructured its operations. The Company now operates in one |
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 10 Accounts receivable. 25 18 11 11 10 27 20 Co-Packers. Purchases from vendors. 68 34 Accounts payable. 10 27 21 10 31 18 | 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. 27 20 36 24 Co-Packers. Purchases from vendors. 34 13 11 10 Accounts payable. 10 31 18 20 14 12 11 |
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 Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 31, 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 221,746 $ 189,952 17 % Amazon 13,063 35,524 (63 )% Online Sales 5,236 10,971 (52 )% Retail 1,070,283 791,402 35 % Shipping 969 2,382 (59 )% Sales Returns and Allowances (36,400 ) (35,100 ) 4 % Net Revenues $ 1,274,897 $ 995,131 28 % The following table presents our net revenues by product lines for the period presented: Three Months Ended 31, 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 9,624 $ 62,892 (85 )% CBD Energy Waters 1,867 14,472 (87 )% Lemonade Drinks 228,554 159,018 44 % Apparel - 65 (100 )% Retail 1,070,283 791,402 35 % Shipping 969 2,382 (59 )% Sales returns and allowance (36,400 ) (35,100 ) 4 % Net Revenues $ 1,274,897 $ 995,131 28 % | 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, 2022 2021 Revenue Source Revenue Revenue % Change Distributors $ 805,480 $ 895,850 (10 )% Amazon 128,756 154,240 (17 )% Online Sales 22,647 68,073 (67 )% Retail 3,609,419 1,420,747 154 % Shipping 11,484 17,305 (34 )% Sales Returns and Allowances (134,750 ) (77,479 ) 74 % Net Revenues $ 4,443,036 $ 2,478,736 79 % The following table presents our net revenues by product lines for the period presented: Year Ended December 31, 2022 2021 Product Line Revenue Revenue % Change Hemp Energy Drinks $ 168,146 $ 362,096 (54 )% CBD Energy Waters 59,250 133,110 (55 )% Lemonade Drinks 729,306 621,331 17 % Apparel 181 1,626 (89 )% Retail 3,609,419 1,420,747 154 % Shipping 11,484 17,305 (34 )% Sales returns and allowance (134,750 ) (77,479 ) 74 % Net Revenues $ 4,443,036 $ 2,478,736 79 % |
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES | For the three months ending March 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES March 31, 2023 March 31, 2022 Warrants 347,169,154 170,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series C Convertible Preferred Stock 1,000 - Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 - Common stock issuable 169,998,860 500,000,000 Restricted common stock 9,600,000 170,000,000 Common stock on convertible debentures and accrued interest 449,794,074 856,123,077 Total 1,477,051,088 1,696,611,077 Anti-dilutive shares 1,477,051,088 1,696,611,077 | For the years ended December 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIAL DILUTIVE SECURITIES December 31, 2022 December 31, 2021 Warrants 278,333,333 170,000,000 Common stock equivalent of Series B Convertible Preferred Stock 488,000 488,000 Common stock equivalent of Series D Convertible Preferred Stock 500,000,000 500,000,000 Common stock issuable 169,999,860 169,999,860 Restricted common stock 9,600,000 8,100,000 Common stock on convertible debentures and accrued interest 229,909,630 766,027,250 Total 1,188,330,823 1,614,615,110 Anti-dilutive shares 1,188,330,823 1,614,615,110 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY March 31, 2023 December 31, 2022 Raw materials $ 195,389 $ 198,605 Finished goods, net 447,609 660,574 Total $ 642,998 $ 859,179 | 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, 2022 December 31, 2021 Raw materials $ 198,605 $ 70,592 Finished goods, net 660,574 504,219 Total $ 859,179 $ 574,811 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT March 31, 2023 December 31, 2022 Furniture and Fixtures $ 78,944 $ 78,134 Computers and Software 36,667 36,667 Machinery & Equipment 116,403 118,003 Vehicles 310,348 310,348 Total cost 542,362 543,152 Accumulated depreciation (216,679 ) (195,088 ) Property, plant and equipment, net $ 325,683 $ 348,064 | Property and equipment are comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2022 December 31, 2021 Furniture and Fixtures $ 78,134 $ 75,070 Computers and Software 36,667 29,196 Machinery & Equipment 118,003 108,799 Vehicles 310,348 239,093 Total cost 543,152 452,158 Accumulated depreciation (195,088 ) (104,121 ) Property, plant and equipment, net $ 348,064 $ 348,037 |
ACQUISITION OBLIGATION (Tables)
ACQUISITION OBLIGATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSET | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET March 31, 2023 December 31, 2022 Intangible Assets Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (33,778 ) (31,339 ) Total Intangible Assets, net of amortization $ 63,762 $ 66,201 | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET December 31, 2022 December 31, 2021 Intangible Assets Trademarks $ 85,340 $ 85,340 Website development 12,200 12,200 Accumulated amortization (31,339 ) (21,585 ) Total Intangible Assets, net of amortization $ 66,201 $ 75,955 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2023 (remaining) $ 7,315 2024 9,754 2025 9,754 2026 9,754 2027 9,754 Thereafter 17,431 Total $ 63,762 | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2023 $ 9,754 2024 9,754 2025 9,754 2026 9,754 2027 9,754 Thereafter 17,431 Total $ 66,201 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Payable Related Parties | ||
SCHEDULE OF NOTES PAYABLE RELATED PARTY | Notes payable with related parties consists of the following at March 31, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTY March 31, 2023 December 31, 2022 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 260,000 260,000 Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 46,000 47,500 Total notes payable – related parties $ 1,784,151 $ 1,785,651 (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, 2024 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, 2024 260,000 260,000 (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, 2023 80,000 125,500 125,500 (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 46,000 500 final payment due in March 2024 47,500 1,500 46,000 | Notes payable with related parties consists of the following at December 31, 2022 and 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2022 December 31, 2021 Note payable – related party (a) $ 1,352,651 $ 1,352,651 Note payable – related party (b) 260,000 - Note payable – related party (c) 125,500 125,500 Note payable – related party (d) 47,500 53,500 Total notes payable – related parties 1,785,651 1,531,651 Notes payable – related parties (1,785,651 ) (6,000 ) Notes payable – related parties $ - $ 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 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 3.75 260,000 (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, 2023 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 6,000 47,500 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following at March 31, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE March 31, 2023 December 31, 2022 Note payable (a) $ 25,354 $ 26,994 Note payable (b) 43,613 44,550 Note payable (c) 40,256 40,103 Note payable (d) 250,000 250,000 Note payable (e) 207,175 626,388 Note payable (f) 85,000 - Note payable (g) 196,588 - Total notes payable 847,986 988,035 Less debt discount (e) (57,234 ) (218,481 ) Total notes payable, net 790,752 769,554 Notes payable, current portion (732,753 ) (712,499 ) Notes payable, net of current portion $ 57,999 $ 57,055 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 26,994 1,640 25,354 (b) On September 30, 2022, the Company financed the purchase of a vehicle for $ 46,576 60 9.44 980 44,550 937 43,613 (c) 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 40,256 40,103 (d) 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, 2024 12 22,212 April 24, 2023 at which date the entirety of the balance of principal plus interest is due. The secured debenture is secured by nine identified motor vehicles of the Company. As of March 31, 2023 and December 31, 2022, the outstanding balance of the secured debentures amounted to $ 250,000 . In connection with the issuance of the original debenture in 2022, the Company issued to the lender 25 0.004 25 135,000 31,531 31,531 (e) On September 30, 2022, November 2, 2022, and December 15, 2022, the Company entered into secured non-interest-bearing advance agreements with unaffiliated third parties for the purchase of future receipts/revenues. Under the agreements, the Company received an aggregate lump sum payment of $ 561,957 798,456 9,019 1,291 626,388 419,213 207,175 Upon execution of the advance and receipt of funds, the Company recorded the difference of $ 236,499 186,950 129,716 57,234 (f) On March 9, 2023, the Company entered into a Line of Credit Agreement with American Express National 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 $ 85,000 19.32% September 9, 2024 5,572 85,000 (g) On March 7, 2023, the Company entered into a Line of Credit Agreement with Celtic 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 $ 200,000 35.90 March 7, 2024 196,588 | Notes payable consists of the following at December 31, 2022 and 2021: SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 Note payable (a) $ 26,994 $ 33,312 Note payable (b) 44,550 - Note payable (c) 40,103 - Note payable (d) 250,000 - Note payable (e) 247,263 - Note payable (f) 206,625 - Note payable (g) 172,500 - Total notes payable 988,035 33,312 Less debt discount (e) (218,481 ) - Total notes payable, net 769,554 33,312 Notes payable, current portion (712,499 ) (7,974 ) Notes payable, net of current portion $ 57,055 $ 25,338 (a) On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 33,312 6,318 26,994 6,656 (b) On September 30, 2022, the Company financed the purchase of a vehicle for $ 46,576 60 9.44 980 2,026 44,550 7,832 (c) 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. Advances under this line of credit bear interest at the rate of 11.50 40,103 (d) 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 31,531 (e) On September 30, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 250,000 receipts/revenue 340,000 90,000 247,263 65,452 (f) On December 16, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 143,957 receipts/revenue 216,956 1,291 72,999 206,625 69,523 (g) On November 2, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 168,000 receipts/revenue 241,500 1,725 73,500 172,500 51,975 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Secured Convertible Debentures | ||
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY | Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of March 31, 2023 and December 31, 2022: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY March 31, 2023 December 31, 2022 Mast Hill Note 1 472,648 595,000 Mast Hill Note 2 475,000 - Mast Hill Note 475,000 - Less debt discount (318,270 ) (183,940 ) Secured debentures, net $ 629,378 $ 411,060 | Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of December 31, 2022 and 2021: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY December 31, 2022 December 31, 2021 YA II PN, Ltd. $ - $ 3,000,000 Mast Hill 595,000 - Secured debentures 595,000 3,000,000 Less debt discount (183,940 ) (2,150,067 ) Secured debentures, net $ 411,060 $ 849,933 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | As of December 31, 2022, and 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 Issued At Stock Price $ - $ 0.0168 $ 0.0052 Exercise Price $ - $ 0.0082 $ 0.0039 Expected Life (Years) - 1.00 0.74 Volatility - % 132 % 95 % Dividend Yield - % 0 % 0 % Risk-Free Interest Rate - % 2.16 % 0.39 % Fair value: Conversion feature $ - $ 680,000 $ 2,121,000 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Lease Liabilities | ||
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Amount 2023 (remaining) $ 203,848 2024 262,715 2025 261,083 2026 198,217 2027 and thereafter - Total payments 925,863 Less: Amount representing interest (145,331 ) Present value of net minimum lease payments 780,532 Less: Current portion (201,384 ) Non-current portion $ 579,148 | Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Amount 2023 $ 282,347 2024 262,715 2025 261,083 2026 198,217 2027 and thereafter - Total payments 1,004,362 Less: Amount representing interest (165,480 ) Present value of net minimum lease payments 838,882 Less: Current portion (209,685 ) Non-current portion $ 629,197 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF SUMMARY OF WARRANTS | A summary of warrants for the three months ended March 31, 2023 is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2022 278,333,333 0.0223 Warrants granted 136,000,000 0.0045 Warrants exercised (67,164,179 ) 0.0045 Warrants expired or forfeited - - Balance outstanding, March 31, 2023 347,169,154 $ 0.0188 Balance exercisable, March 31, 2023 347,169,154 $ 0.0188 | A summary of warrants for the years ended December 31, 2022 and 2021, is as follows: SCHEDULE OF SUMMARY OF WARRANTS Weighted Number Average of Exercise Warrants Price 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 Warrants granted 108,333,333 .0065 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2022 278,333,333 $ 0.0223 Balance exercisable, December 31, 2022 278,333,333 $ 0.0223 |
SCHEDULE OF OUTSTANDING WARRANTS | Information relating to outstanding warrants at March 31, 2023, 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 $ 0.0045 168,835,821 4.85 $ 0.0045 168,835,821 $ 0.0045 $ 0.03 158,333,333 1.26 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.12 $ 0.05 20,000,000 $ 0.05 347,169,154 2.94 $ 0.0188 347,169,154 $ 0.0188 | Information relating to outstanding warrants at December 31, 2022, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING WARRANTS Outstanding Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.0045 100,000,000 4.58 $ 0.0045 100,000,000 $ 0.0045 $ 0.03 158,333,333 1.51 $ 0.03 158,333,333 $ 0.03 $ 0.05 20,000,000 0.37 $ 0.05 20,000,000 $ 0.02 278,333,333 2.53 $ 0.03 278,333,333 $ 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 2022 2021 Exercise Price $ 0.03 $ 0.05 Stock Price $ 0.017 $ 0.016 Risk-free interest rate 2.21 % 0.53 % Expected volatility 132 % 214 % Expected life (in years) 3.0 3.0 Expected dividend yield 0 % 0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 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, 2022 and 2021: SCHEDULE OF DEFERRED TAXES December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 3,864,000 $ 2,756,000 Less: Valuation allowance (3,864,000 ) (2,756,000 ) Net deferred tax assets $ - $ - |
OPERATIONS AND GOING CONCERN (D
OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 09, 2023 | Mar. 07, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||
Net loss | $ 1,592,557 | $ 3,561,562 | $ 7,313,035 | $ 7,020,137 | ||||
Net cash in operations | 215,544 | 669,504 | 2,499,518 | 2,730,596 | ||||
Stockholders' deficit | $ 4,544,952 | 4,544,952 | $ 4,362,006 | 3,765,395 | 4,124,858 | $ 2,857,654 | ||
Cash | 76,609 | 76,609 | 39,788 | $ 703,825 | ||||
Proceeds from sale on notes | 230,000 | $ 760,000 | ||||||
Payments for advance to refinancing | $ 234,965 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Withdrawal | $ 85,000 | $ 200,000 | ||||||
Line of credit | $ 5,000,000 | $ 85,000 | $ 200,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSET (Details) | Dec. 31, 2022 |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Net Revenues | $ 1,274,897 | $ 995,131 | $ 4,443,036 | $ 2,478,736 |
Percentage Change | 28% | 79% | ||
Distributors [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 221,746 | 189,952 | $ 805,480 | 895,850 |
Percentage Change | 17% | (10.00%) | ||
Amazon [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 13,063 | 35,524 | $ 128,756 | 154,240 |
Percentage Change | (63.00%) | (17.00%) | ||
Online Sales [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 5,236 | 10,971 | $ 22,647 | 68,073 |
Percentage Change | (52.00%) | (67.00%) | ||
Retail [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 1,070,283 | $ 791,402 | $ 3,609,419 | 1,420,747 |
Percentage Change | 35% | 35% | 154% | |
Shipping [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 969 | $ 2,382 | $ 11,484 | 17,305 |
Percentage Change | (59.00%) | (34.00%) | ||
Sales Return and Allowances [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ (36,400) | (35,100) | $ (134,750) | (77,479) |
Percentage Change | 4% | 74% | ||
Sales Return [Member] | ||||
Product Information [Line Items] | ||||
Percentage Change | 74% | |||
Hemp Energy Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 168,146 | 362,096 | ||
Percentage Change | (54.00%) | |||
CBD Energy Waters [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 1,867 | 14,472 | $ 59,250 | 133,110 |
Percentage Change | (87.00%) | (55.00%) | ||
Lemonade Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 228,554 | 159,018 | $ 729,306 | 621,331 |
Percentage Change | 44% | 17% | ||
Apparel [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | 65 | $ 181 | $ 1,626 | |
Percentage Change | (100.00%) | (89.00%) | ||
Energy Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 9,624 | $ 62,892 | ||
Percentage Change | (85.00%) |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 1,477,051,088 | 1,696,611,077 | 1,188,330,823 | 1,614,615,110 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 347,169,154 | 170,000,000 | 278,333,333 | 170,000,000 |
Common Stock Equivalent of Series B Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 488,000 | 488,000 | 488,000 | 488,000 |
Common Stock Equivalent of Series D Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 500,000,000 | 500,000,000 | 500,000,000 | |
Common Stock Issuable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 169,998,860 | 500,000,000 | 169,999,860 | 169,999,860 |
Restricted Commmon Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 9,600,000 | 170,000,000 | 9,600,000 | 8,100,000 |
Common Stock on Convertible Debentures and Accrued Interest [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 449,794,074 | 856,123,077 | 229,909,630 | 766,027,250 |
Common Stock Equivalent Of Series C Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) Integer | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Integer | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | ||||
Allowance for accounts receivable | $ 143,906 | $ 145,579 | $ 11,926 | |
Reserve for inventory | $ 80,000 | 80,000 | 150,000 | |
Goodwill, impairment amount | 1,337,287 | |||
Asset useful life | 10 years | |||
Total sales, percentage | 3% | 3% | ||
Net revenues | $ 1,274,897 | $ 995,131 | $ 4,443,036 | 2,478,736 |
Advertising cost | $ 18,966 | $ 52,519 | $ 192,786 | $ 164,052 |
Number of segment reporting | Integer | 1 | 1 | ||
Cash FDIC insured amount | $ 250,000 | $ 250,000 | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | 10% | 10% | 10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 25% | 27% | 36% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 18% | 20% | 24% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 11% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 11% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 68% | 34% | 13% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 11% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 27% | 31% | 20% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 21% | 18% | 14% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 12% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Two Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | 10% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Four [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 11% | |||
Sales Returns and Allowances [Member] | ||||
Product Information [Line Items] | ||||
Net revenues | $ 36,400 | $ 35,100 | $ 134,750 | $ 77,479 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 195,389 | $ 198,605 | $ 70,592 |
Finished goods, net | 447,609 | 660,574 | 504,219 |
Total | $ 642,998 | $ 859,179 | $ 574,811 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Inventory net of reserve | $ 80,000 | $ 80,000 | $ 150,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 325,683 | $ 348,064 | $ 348,037 |
Total cost | 542,362 | 543,152 | 452,158 |
Accumulated depreciation | (216,679) | (195,088) | (104,121) |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 78,944 | 78,134 | 75,070 |
Computers and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 36,667 | 36,667 | 29,196 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 116,403 | 118,003 | 108,799 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 310,348 | $ 310,348 | $ 239,093 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||
Down payment, amount | $ 44,418 | $ 194,792 | ||
Financed amount | $ 419,213 | |||
Vehicles [Member] | Loans Payable [Member] | ||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||
Vehicle amount | 46,576 | 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 | $ 21,591 | $ 23,744 | $ 90,967 | $ 49,390 |
SCHEDULE OF ASSET ACQUIRED LIAB
SCHEDULE OF ASSET ACQUIRED LIABILITIES AND PURCHASE PRICE (Details) | 12 Months Ended |
Dec. 31, 2022 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 | 12 Months Ended | |||
Jan. 21, 2021 | Dec. 31, 2022 | 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 | $ 0.27 | $ 2 |
ACQUISITION OBLIGATION (Details
ACQUISITION OBLIGATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 21, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 10, 2021 | |
Business Acquisition [Line Items] | |||||
New shares issued | $ 243,000 | ||||
Business combination consideration transferred | $ 1,633,000 | ||||
Payments to acquire businesses gross | 340,000 | ||||
Note payable acquisition | $ 1,050,000 | ||||
Asset impairment charges | $ 1,337,287 | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued for acquisition | 9,000,000 | ||||
New shares issued | $ 90 | ||||
S And S Beverage Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued for acquisition | 9,000,000 | 9,000,000 | 9,000,000 | ||
New shares issued | $ 243,000 | ||||
Business combination consideration transferred | $ 1,050,000 | ||||
Acquisition payments closed | 400,000 | ||||
Share price | $ 0.27 | $ 2 | |||
Payments to acquire businesses gross | $ 5,147 | $ 15,767 | 63,932 | ||
Note payable acquisition | $ 654,403 | $ 659,550 | $ 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 | ||||
S And S Beverage Inc [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
New shares issued | $ 243,000 |
SCHEDULE OF INTANGIBLE ASSET (D
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Trademarks | $ 85,340 | $ 85,340 | $ 85,340 |
Website development | 12,200 | 12,200 | 12,200 |
Accumulated amortization | (33,778) | (31,339) | (21,585) |
Total Intangible Assets, net of amortization | $ 63,762 | $ 66,201 | $ 75,955 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2024 | $ 9,754 | $ 9,754 | |
2025 | 9,754 | 9,754 | |
2026 | 9,754 | 9,754 | |
2027 | 9,754 | 9,754 | |
2027 | 9,754 | ||
Thereafter | 17,431 | ||
Total | 63,762 | $ 66,201 | $ 75,955 |
2023 (remaining) | 7,315 | ||
Thereafter | $ 17,431 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 2,439 | $ 2,439 | $ 9,754 | $ 9,323 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | $ 790,752 | $ 769,554 | $ 33,312 | |||
Notes payable – related parties, current portion | (732,753) | $ (712,499) | ||||
Notes Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||||
Notes payable – related parties, net of current portion | 57,999 | $ 57,055 | $ 25,338 | |||
Notes Payable, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||||
Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | 1,784,151 | $ 1,785,651 | $ 1,531,651 | |||
Notes payable – related parties, current portion | (1,784,151) | (1,785,651) | (6,000) | |||
Notes payable – related parties, net of current portion | 1,525,651 | |||||
Notes Payable Related Party One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable – related parties, current portion | (260,000) | |||||
Notes Payable Related Party One [Member] | Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | 1,352,651 | [1] | 1,352,651 | [1],[2] | 1,352,651 | [2] |
Notes payable – related parties, current portion | (260,000) | (260,000) | ||||
Notes Payable Related Party Two [Member] | Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | 260,000 | [3] | 260,000 | [3],[4] | [4] | |
Notes payable – related parties, current portion | (125,500) | (125,500) | ||||
Notes Payable Related Party Three [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | 47,500 | |||||
Notes Payable Related Party Three [Member] | Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | 125,500 | [5] | 125,500 | [5],[6] | 125,500 | [6] |
Notes payable – related parties, current portion | (46,000) | (47,500) | ||||
Notes Payable Related Party Four [Member] | Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total notes payable – related parties | $ 46,000 | [7] | $ 47,500 | [7],[8] | $ 53,500 | [8] |
[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, 2024 1,352,651 1,352,651 1,500,000 3.75 1,352,651 1,352,651 300,000 3.75 May 6, 2024 260,000 260,000 300,000 3.75 260,000 200,000 3.75 August 29, 2023 80,000 125,500 125,500 200,000 3.75 August 29, 2023 125,500 125,500 70,000 500 final payment due in March 2021 58,000 46,000 500 final payment due in March 2024 47,500 1,500 46,000 70,000 500 final payment due in March 2021 58,000 500 final payment due in March 2023 53,500 6,000 47,500 |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Apr. 03, 2023 | Mar. 07, 2023 | May 06, 2022 | Mar. 15, 2022 | Aug. 29, 2019 | Apr. 04, 2019 | Feb. 19, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | ||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable current and non-current | $ 732,753 | $ 712,499 | ||||||||||||
Maturity date | Mar. 07, 2024 | |||||||||||||
Debt outstanding amount | 419,213 | |||||||||||||
Notes payable | 790,752 | 769,554 | $ 33,312 | |||||||||||
Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable current and non-current | 1,784,151 | 1,785,651 | 6,000 | |||||||||||
Notes payable | 1,784,151 | 1,785,651 | 1,531,651 | |||||||||||
Notes Payable Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit from related party | $ 1,500,000 | |||||||||||||
Line of credit facility interest rate during period | 3.75% | |||||||||||||
Note payable current and non-current | 1,352,651 | 1,352,651 | ||||||||||||
Maturity date | Apr. 04, 2024 | |||||||||||||
Notes Payable Related Party [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable current and non-current | 1,352,651 | 1,352,651 | ||||||||||||
Notes Payable Related Party One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit from related party | $ 300,000 | |||||||||||||
Line of credit facility interest rate during period | 3.75% | |||||||||||||
Note payable current and non-current | 260,000 | |||||||||||||
Maturity date | May 06, 2024 | |||||||||||||
Notes Payable Related Party One [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable current and non-current | 260,000 | 260,000 | ||||||||||||
Notes payable | 1,352,651 | [1] | 1,352,651 | [1],[2] | 1,352,651 | [2] | ||||||||
Notes Payable Related Party Past Due [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit from related party | $ 200,000 | |||||||||||||
Line of credit facility interest rate during period | 3.75% | |||||||||||||
Note payable current and non-current | $ 125,500 | 125,500 | ||||||||||||
Maturity date | Aug. 29, 2023 | |||||||||||||
Notes payable advance | 80,000 | |||||||||||||
Notes Payable Related Party Past Due [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Maturity date description | final payment due in March 2024 | |||||||||||||
Notes Payable Related Party Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt outstanding amount | $ 58,000 | $ 70,000 | ||||||||||||
Debt instrument principal payment | $ 500 | $ 500 | 1,500 | 6,000 | ||||||||||
Maturity date description | final payment due in March 2023 | final payment due in March 2021 | ||||||||||||
Notes payable outstanding | 53,500 | |||||||||||||
Notes payable | 47,500 | |||||||||||||
Notes Payable Related Party Three [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt outstanding amount | $ 46,000 | |||||||||||||
Debt instrument principal payment | $ 500 | |||||||||||||
Notes Payable Related Party Three [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable current and non-current | 46,000 | 47,500 | ||||||||||||
Notes payable | 125,500 | [3] | 125,500 | [3],[4] | 125,500 | [4] | ||||||||
Notes Payable Related Party Two [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable current and non-current | 125,500 | 125,500 | ||||||||||||
Notes payable | $ 260,000 | [5] | $ 260,000 | [5],[6] | [6] | |||||||||
[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, 2024 1,352,651 1,352,651 1,500,000 3.75 1,352,651 1,352,651 200,000 3.75 August 29, 2023 80,000 125,500 125,500 200,000 3.75 August 29, 2023 125,500 125,500 300,000 3.75 May 6, 2024 260,000 260,000 300,000 3.75 260,000 |
NOTES PAYABLE _ RELATED PARTI_3
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - Notes Payable Related Party [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Interest payable current | $ 169,790 | $ 153,959 | $ 95,873 |
Increase in accrued interest | $ 15,831 | $ 58,086 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | $ 847,986 | $ 988,035 | $ 33,312 | ||||
Less debt discount (e) | (57,234) | (218,481) | [1] | [1] | |||
Total notes payable, net | 790,752 | 769,554 | 33,312 | ||||
Notes payable, current portion | (732,753) | (712,499) | (7,974) | ||||
Notes payable, net of current portion | 57,999 | $ 57,055 | $ 25,338 | ||||
Other Liability, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||||
Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | 25,354 | [2] | $ 26,994 | [2],[3] | $ 33,312 | [3] | |
Note Payable One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [4] | 44,550 | |||||
Note Payable Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [5] | 40,103 | |||||
Note Payable Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [6] | 250,000 | |||||
Note Payable Four [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [1] | 247,263 | |||||
Note Payable Five [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [7] | 206,625 | |||||
Note Payable Six [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [8] | 172,500 | |||||
Notes Payable One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [9] | 43,613 | 44,550 | ||||
Notes Payable Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [10] | 40,256 | 40,103 | ||||
Notes Payable Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [11] | 250,000 | 250,000 | ||||
Notes Payable Four [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [12] | 207,175 | 626,388 | ||||
Notes Payable Five [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [13] | 85,000 | |||||
Notes Payable Six [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Total notes payable | [14] | $ 196,588 | |||||
[1]On September 30, 2022, the Company entered into a secured non-interest-bearing advance agreement with an unaffiliated third party for the purchase of future receipts/revenues. Under the agreements, the Company received a lump sum payment of $ 250,000 receipts/revenue 340,000 90,000 247,263 65,452 34,763 20,000 60 5.44 665 26,994 1,640 25,354 34,763 20,000 60 5.44 665 33,312 6,318 26,994 6,656 46,576 60 9.44 980 2,026 44,550 7,832 11.50 40,103 250,000 March 24, 2023 0.97 25 0.004 25 135,000 250,000 31,531 143,957 receipts/revenue 216,956 1,291 72,999 206,625 69,523 168,000 receipts/revenue 241,500 1,725 73,500 172,500 51,975 46,576 60 9.44 980 44,550 937 43,613 42,000 11.50 40,256 40,103 250,000 March 24, 2024 12 22,212 April 24, 2023 at which date the entirety of the balance of principal plus interest is due. The secured debenture is secured by nine identified motor vehicles of the Company. As of March 31, 2023 and December 31, 2022, the outstanding balance of the secured debentures amounted to $ 250,000 . 561,957 798,456 9,019 1,291 626,388 419,213 207,175 85,000 19.32% September 9, 2024 5,572 85,000 200,000 35.90 March 7, 2024 196,588 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 25, 2023 | Mar. 25, 2023 | Mar. 09, 2023 | Mar. 07, 2023 | Dec. 16, 2022 | Nov. 02, 2022 | Sep. 30, 2022 | Mar. 25, 2022 | Mar. 25, 2022 | Aug. 21, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 25, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Apr. 30, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 419,213 | ||||||||||||||||
Payments to acquire property plant and equipment | $ 44,418 | $ 194,792 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.97% | 0.97% | |||||||||||||||
Long-term line of credit | 85,000 | ||||||||||||||||
Debt maturity date | Mar. 07, 2024 | ||||||||||||||||
shares issued | $ 0.004 | $ 0.004 | |||||||||||||||
Stock issued during period value new issues | $ 135,000 | 135,000 | |||||||||||||||
Unamortized debt discount | $ 31,531 | $ 31,531 | |||||||||||||||
Lump sum payment received | $ 250,000 | 80,000 | 260,000 | ||||||||||||||
Receipts/ revenue amount payable | 615,317 | ||||||||||||||||
Amortization of Debt Discount (Premium) | $ 31,531 | 250,917 | $ 367,845 | 847,950 | 774,496 | ||||||||||||
Unaffiliated Individual [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 250,000 | $ 250,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | |||||||||||||||
Debt maturity date | Apr. 24, 2023 | Mar. 24, 2023 | Mar. 24, 2024 | ||||||||||||||
Fair value | 25,000,000 | 25 | |||||||||||||||
shares issued | $ 0.004 | $ 0.004 | |||||||||||||||
Stock issued during period value new issues | $ 135,000 | $ 135,000 | |||||||||||||||
Secured debt | 250,000 | ||||||||||||||||
Unamortized debt discount | 31,531 | ||||||||||||||||
Loan payable weekly | $ 22,212 | ||||||||||||||||
Unaffiliated Third Party [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Long term debt | 207,175 | ||||||||||||||||
Secured debt | 626,388 | 247,263 | |||||||||||||||
Unamortized debt discount | 90,000 | 57,234 | 65,452 | $ 186,950 | |||||||||||||
Lump sum payment received | 561,957 | ||||||||||||||||
Receipts/ revenue amount payable | 798,456 | ||||||||||||||||
Loan payable weekly | 9,019 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 129,716 | ||||||||||||||||
Note discount | 236,499 | ||||||||||||||||
Unaffiliated Third Party [Member] | Related Party [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Receipts/ revenue amount payable | 340,000 | ||||||||||||||||
Unaffiliated Third Party 1 [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Secured debt | 206,625 | ||||||||||||||||
Unamortized debt discount | $ 72,999 | 69,523 | |||||||||||||||
Lump sum payment received | 143,957 | ||||||||||||||||
Loan payable weekly | 1,291 | 1,291 | |||||||||||||||
Unaffiliated Third Party 1 [Member] | Related Party [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Receipts/ revenue amount payable | $ 216,956 | ||||||||||||||||
Unaffiliated Third Party 2 [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Secured debt | 172,500 | ||||||||||||||||
Unamortized debt discount | $ 73,500 | 51,975 | |||||||||||||||
Lump sum payment received | 168,000 | ||||||||||||||||
Receipts/ revenue amount payable | 241,500 | ||||||||||||||||
Loan payable weekly | $ 1,725 | ||||||||||||||||
Line of Credit Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Line of credit facility, interest rate at period end | 19.32% | 35.90% | 11.50% | ||||||||||||||
Long-term line of credit | 196,588 | 40,103 | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 85,000 | $ 200,000 | |||||||||||||||
Expiration date | Sep. 09, 2024 | ||||||||||||||||
Minimum monthly payments | $ 5,572 | ||||||||||||||||
Line of Credit Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Long-term line of credit | 40,256 | 40,103 | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 42,000 | ||||||||||||||||
Notes Payable [Member] | Vehicles [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 34,763 | 1,640 | 6,318 | ||||||||||||||
Payments to acquire property plant and equipment | $ 20,000 | ||||||||||||||||
Debt instrument term | 60 months | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.44% | ||||||||||||||||
Debt instrument periodic payment interest | $ 665 | ||||||||||||||||
Long term debt | 25,354 | 26,994 | $ 33,312 | ||||||||||||||
Loans payable current | 6,656 | ||||||||||||||||
Notes Payable One [Member] | Vehicles [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 46,576 | 937 | 2,026 | ||||||||||||||
Debt instrument term | 60 months | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.44% | ||||||||||||||||
Debt instrument periodic payment interest | $ 980 | ||||||||||||||||
Long term debt | $ 44,550 | $ 43,613 | 44,550 | ||||||||||||||
Loans payable current | $ 7,832 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 25, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discount including interest expense | $ 153,018 | |||
Amortization of debt discount including interest expense | $ 31,531 | |||
Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest payable | $ 7,504 | 1,874 | $ 0 | |
Increase in accrued interest | 5,630 | 1,874 | ||
Amortization of debt discount including interest expense | 161,247 | |||
Amortization of debt discount including interest expense | $ 57,234 | $ 218,481 |
SCHEDULE OF SECURED DEBENTURES
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 25, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||
Less debt discount | $ (31,531) | |||
Secured Debenture [Member] | ||||
Short-Term Debt [Line Items] | ||||
Mast Hill Note | $ 595,000 | $ 3,000,000 | ||
Less debt discount | (183,940) | (2,150,067) | ||
Secured debentures, net | 411,060 | 849,933 | ||
Secured Debenture [Member] | YA II PN, Ltd. [Member] | ||||
Short-Term Debt [Line Items] | ||||
Mast Hill Note | 3,000,000 | |||
Secured Debenture [Member] | Mast Hill [Member] | ||||
Short-Term Debt [Line Items] | ||||
Mast Hill Note | 595,000 | |||
Secured Debentures [Member] | ||||
Short-Term Debt [Line Items] | ||||
Less debt discount | $ (318,270) | (183,940) | (2,150,067) | |
Secured debentures, net | 629,378 | 411,060 | $ 849,933 | |
Secured Debentures [Member] | Mast Hill [Member] | ||||
Short-Term Debt [Line Items] | ||||
Less debt discount | (183,940) | |||
Secured Debentures [Member] | Mast Hill Note 1 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Mast Hill Note | 472,648 | 595,000 | ||
Secured Debentures [Member] | Mast Hill Note 2 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Mast Hill Note | $ 475,000 |
SECURED CONVERTIBLE DEBENTURE_2
SECURED CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 25, 2023 | Mar. 13, 2023 | Mar. 13, 2023 | Mar. 10, 2023 | Jul. 28, 2022 | Jul. 28, 2022 | Jul. 28, 2022 | May 05, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 29, 2022 | Mar. 25, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate debenture amount | $ 284,595 | $ 292,219 | $ 852,059 | ||||||||||||
Fair value of derivative liability created upon issuance of convertible debenture and warrants | 680,000 | 3,982,000 | $ 361,152 | ||||||||||||
Financed amount | 419,213 | ||||||||||||||
Unamortized debt discount | $ 31,531 | ||||||||||||||
Debt conversion into stock | 3,500,000 | ||||||||||||||
Gains losses on extinguishment of debt | (150,174) | (546,810) | (1,306,563) | (1,056,732) | |||||||||||
Interest expense | 293,591 | 430,895 | 1,040,651 | 982,378 | |||||||||||
Total notes payable | 847,986 | 988,035 | 33,312 | ||||||||||||
Amortization of debt discount | $ 31,531 | 250,917 | $ 367,845 | 847,950 | 774,496 | ||||||||||
Total notes payable – related parties | 790,752 | 769,554 | 33,312 | ||||||||||||
Interest expense | 153,018 | ||||||||||||||
Mast Hill [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Extingushment of debt | 157,600 | ||||||||||||||
Mast Hill Fund L P Note Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Accrued interest | 37,466 | ||||||||||||||
Investor [Member] | Mast Hill [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Unamortized debt discount | 105,109 | ||||||||||||||
Secured Debentures [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Unamortized debt discount | 318,270 | 183,940 | 2,150,067 | ||||||||||||
Debt conversion into stock | 157,956 | ||||||||||||||
Debt and accrued interest | $ 629,378 | 411,060 | 849,933 | ||||||||||||
DebtInstrument fee amount | 3,000,000 | ||||||||||||||
Interest expense | 563,542 | ||||||||||||||
Accrued interest | 25,756 | 54,110 | |||||||||||||
Additional accrued interest | $ 129,602 | ||||||||||||||
Secured Debentures [Member] | Mast Hill [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion price | $ 0.0045 | $ 0.0045 | $ 0.0045 | $ 0.003 | |||||||||||
Debt description | The debentures bear interest at a rate of 10% per annum, mature on July 28, 2023, and are convertible into shares of our common stock at a conversion price of $0.0045 per share. If the Company issues subsequent equity instruments at an effective price per share that is lower than the conversion price of $0.0045 per shares, then the conversion price shall be reduced, at the option of the Holder, to a price equal to the Weighted Average Price (as defined), provided, further, that if the conversion price is equal to or less than $0.003, then the conversion price shall be reduced at the option of the Holder to a price equal to the lower price | The debentures bear interest at a rate of 10% per annum, mature on July 28, 2023, and is convertible into shares of our common stock at a conversion price of $0.0045 per share. If the Company issues subsequent equity instruments at an effective price per share that is lower than the conversion price of $0.0045 per shares, then the conversion price shall be reduced, at the option of the Holder, to a price equal to the Weighted Average Price (as defined), provided, further, that if the conversion price is equal to or less than $0.003, then the conversion price shall be reduced at the option of the Holder to a price equal to the lower price | |||||||||||||
Purchase of warrant | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Warrant maturity date | $ 0.0045 | $ 0.0045 | $ 0.0045 | ||||||||||||
Fair value of warrant | $ 223,000 | $ 223,000 | |||||||||||||
Original issue discount | 92,325 | 92,325 | |||||||||||||
Financed amount | $ 315,325 | 315,325 | 315,325 | ||||||||||||
Unamortized debt discount | $ 183,940 | ||||||||||||||
Total notes payable | $ 595,000 | $ 595,000 | $ 595,000 | ||||||||||||
Warrant maturity date | Jul. 28, 2027 | Jul. 28, 2027 | Jul. 28, 2027 | ||||||||||||
Amortization of debt discount | 131,385 | ||||||||||||||
Aggregate debenture amount | 10% | ||||||||||||||
Secured Debentures [Member] | Mast Hill Fund L P Note Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Financed amount | $ 475,000 | ||||||||||||||
Unamortized debt discount | 318,270 | 183,940 | |||||||||||||
Additional accrued interest | 19,214 | ||||||||||||||
Aggregate debenture amount | 16% | ||||||||||||||
Administrative fees | $ 750 | ||||||||||||||
Debt redemption description | Further, commencing on May 10, 2023, and continuing on the tenth day of each calendar month thereafter, we are required to redeem an amount equivalent to the sum of $2.00 for each 12-count case of our beverages that we sell in the ordinary course, calculated two months in arrears. Accordingly, the first redemption payment is due and payable on May 10, 2023 for the cases sold during the month of March, 2023. | ||||||||||||||
Issuance of secured debentures | 224,000 | ||||||||||||||
Interest expense | 89,670 | ||||||||||||||
Secured Debentures [Member] | Selling Stockholders [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate debenture amount | $ 500,000 | $ 4,500,000 | |||||||||||||
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 the Company’s 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 | |||||||||||||
Purchase of warrant | 8,333,333 | 150,000,000 | |||||||||||||
Warrant maturity date | $ 0.03 | $ 0.03 | |||||||||||||
Warrant, description | Twenty million of the warrants will expire on May 14, 2023, 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 | ||||||||||||||
Fair value of derivative liability created upon issuance of convertible debenture and warrants | $ 680,000 | $ 3,982,000 | |||||||||||||
Fair value of warrant | 81,000 | 1,581,000 | |||||||||||||
Original issue discount | 25,000 | 195,000 | |||||||||||||
Financed amount | 786,000 | 5,758,000 | |||||||||||||
Unamortized debt discount | 500,000 | 4,423,000 | |||||||||||||
Financing costs | $ 286,000 | 1,335,000 | |||||||||||||
Secured Debentures [Member] | Note Holder [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Unamortized debt discount | 2,086,962 | ||||||||||||||
Accrued interest | 157,956 | ||||||||||||||
Debt conversion into stock | $ 3,657,956 | ||||||||||||||
Debt conversion of shares | 969,066,832 | ||||||||||||||
Fair value of debt insturment | $ 7,201,998 | ||||||||||||||
Debt and accrued interest | 3,657,955 | ||||||||||||||
Gains losses on extinguishment of debt | 1,306,563 | ||||||||||||||
Converted remaining principal amount | 3,500,000 | ||||||||||||||
Conversion option fair value derivatives | 4,324,000 | ||||||||||||||
Secured Debentures [Member] | Mast Hill [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion price | $ 0.0045 | $ 0.0045 | $ 0.0045 | $ 0.0045 | |||||||||||
2020 Debentures [Member] | Selling Stockholders [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Unamortized debt discount | 1,500,000 | ||||||||||||||
Aggregate principal amount | 2,400,000 | ||||||||||||||
Accrued interest | 82,000 | ||||||||||||||
Debt conversion into stock | $ 2,484,401 | ||||||||||||||
Debt conversion of shares | 201,301,365 | ||||||||||||||
Fair value of debt insturment | $ 3,713,133 | ||||||||||||||
Debt and accrued interest | 2,484,401 | ||||||||||||||
Debt fair value conversion, amount | 3,713,133 | ||||||||||||||
Conversion option derivatives | 1,672,000 | ||||||||||||||
Gains losses on extinguishment of debt | $ 1,056,732 | ||||||||||||||
Secured Debt [Member] | Mast Hill [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Unamortized debt discount | 78,831 | ||||||||||||||
Senior Secured Debentures [Member] | Mast Hill [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Original issue discount | $ 74,000 | ||||||||||||||
Financed amount | 472,648 | ||||||||||||||
Unamortized debt discount | 213,161 | ||||||||||||||
Fair value of debt insturment | 315,000 | ||||||||||||||
Total notes payable – related parties | $ 595,000 | ||||||||||||||
Senior Secured Debentures [Member] | Mast Hill [Member] | Common Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate debenture amount | 72,000,000 | ||||||||||||||
Senior Secured Debentures [Member] | Mast Hill Fund L P Note Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion price | $ 0.0045 | $ 0.0045 | |||||||||||||
Purchase of warrant | 80,000,000 | 80,000,000 | |||||||||||||
Warrant maturity date | $ 0.0045 | $ 0.0045 | |||||||||||||
Fair value of warrant | 150,000 | ||||||||||||||
Financed amount | $ 224,000 | $ 224,000 | |||||||||||||
Warrant maturity date | Mar. 13, 2028 | Mar. 13, 2028 | |||||||||||||
Amortization of debt discount | 10,839 | ||||||||||||||
Senior Secured Debentures [Member] | Investor [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate debenture amount | $ 157,400 | ||||||||||||||
Convertible Notes Payable [Member] | Mast Hill Fund L P Note Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Accrued interest | $ 7,504 | $ 25,756 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion feature | $ 2,121,000 | |
Conversion feature, issued | $ 680,000 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0.0052 | |
Dividend Yield | 0.0168 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0.0039 | |
Dividend Yield | 0.0082 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected Life (Years), issued | 1 year | |
Expected Life (Years) | 8 months 26 days | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0.95 | |
Dividend Yield | 1.32 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0 | |
Dividend Yield | 0 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities measurement input | 0.0039 | |
Dividend Yield | 0.0216 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Fair value of derivative liability created upon issuance of convertible debenture and warrants | $ 680,000 | $ 3,982,000 | $ 361,152 | ||
Decreased derivative liability | 550,152 | ||||
Loss on extinguishment of debt | 4,324,000 | 1,672,000 | |||
Derivative liability | 2,121,000 | ||||
Convertible notes converted | 3,500,000 | ||||
Derivative liability balance related to embedded conversion feature | 4,324,000 | ||||
Change in the fair value of derivative liability | $ 1,793,000 | $ 1,523,000 | $ (549,714) |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Liabilities | |||
2024 | $ 262,715 | $ 282,347 | |
2025 | 261,083 | 262,715 | |
2026 | 198,217 | 261,083 | |
2026 | 198,217 | ||
2027 and thereafter | |||
Total payments | 925,863 | 1,004,362 | |
Less: Amount representing interest | (145,331) | (165,480) | |
Present value of net minimum lease payments | 780,532 | 838,882 | |
Less: Current portion | (201,384) | (209,685) | $ (213,837) |
Non-current portion | 579,148 | $ 629,197 | $ 838,883 |
2023 (remaining) | 203,848 | ||
2027 and thereafter |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 17, 2020 USD ($) | Oct. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) ft² | Mar. 31, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Sep. 30, 2023 | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating leases | $ 1,939 | $ 1,899 | $ 7,657 | $ 7,499 | ||||
Lease costs | 54,467 | $ 49,210 | 204,491 | 291,697 | ||||
Right of use assets | 707,997 | 762,464 | 966,955 | $ 912,993 | ||||
Operating lease | 345,659 | |||||||
Amortization of ROU assets | 54,467 | 204,491 | 291,697 | |||||
Lease liabilities | 780,532 | 838,882 | 1,052,720 | 912,993 | ||||
Finance lease liabilities | 17,824 | 25,481 | 32,980 | |||||
Operating lease liabilities | 821,058 | 1,027,239 | $ 880,013 | |||||
Operating lease payments | 56,411 | 206,181 | 198,433 | |||||
Operating lease, liability, current | 201,384 | 209,685 | 213,837 | |||||
Operating lease liability, noncurrent | $ 579,148 | $ 629,197 | $ 838,883 | |||||
Operating lease, weighted average remaining lease term | 3 years 5 months 19 days | 4 years 29 days | ||||||
Finance lease, weighted average remaining lease term | 2 years | 2 years 3 months | ||||||
Operating lease, weighted average discount rate, percent | 10% | 10% | ||||||
Finance lease, weighted average discount rate, percent | 2.09% | 2.09% | ||||||
Lease Agreement [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating leases | $ 676 | |||||||
Finance lease description | The finance lease is for a 62-month term that commenced in April 2020 and expires in March 2025. | |||||||
Corporate Office and Warehouse [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of land | ft² | 4,500 | 4,500 | ||||||
Lease term | 5 years | 5 years | ||||||
Lease expires | May 31, 2023 | May 31, 2023 | ||||||
Base rent | $ 3,994 | $ 3,994 | ||||||
Rent lease percentage | 3% | 3% | ||||||
Warehouse and Main Distribution Hub [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of land | ft² | 30,000 | 30,000 | ||||||
Lease term | 63 months | 63 months | ||||||
Lease expires | Aug. 01, 2026 | Aug. 01, 2026 | ||||||
Rent lease percentage | 2% | 2% | ||||||
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 | 62 months | ||||||
Rent lease percentage | 10% | 1.50% | 1.50% | |||||
Lease decription | The lease is for a | The lease is for a 62-month period that commenced in October 2021 and expires in November 2026 | ||||||
Operating lease expense | $ 7,261 | $ 7,261 | ||||||
Operating lease right of use asset and llease liability | $ 345,649 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 30, 2023 | Mar. 30, 2023 | Mar. 13, 2023 | Feb. 16, 2023 | Feb. 16, 2023 | Jul. 28, 2022 | May 02, 2022 | Jan. 21, 2021 | Jul. 08, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 13, 2023 | |
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Preferred stock shares issued | 989,000 | 988,000 | 988,000 | |||||||||||
Preferred stock, shares outstanding | 989,000 | 988,000 | 988,000 | |||||||||||
Preferred Stock, shares authorized | 5,702,000 | 5,702,000 | 5,702,000 | |||||||||||
Common stock, shares authorized | 10,500,000,000 | 10,500,000,000 | 10,500,000,000 | |||||||||||
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Common stock, shares issued | 2,139,440,557 | 2,000,276,378 | 1,004,709,546 | |||||||||||
Common stock, shares outstanding | 2,139,440,557 | 2,000,276,378 | 1,004,709,546 | |||||||||||
Debt conversion, amount | $ 3,500,000 | |||||||||||||
Financed amount | $ 419,213 | |||||||||||||
Stock issued during period, value, acquisitions | $ 243,000 | |||||||||||||
extinguishment of debt | (150,174) | $ (546,810) | $ (1,306,563) | $ (1,056,732) | ||||||||||
2023 Equity Purchase Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 56,000,000 | 56,000,000 | 56,000,000 | |||||||||||
Maximum commitment amount | $ 5,000,000 | |||||||||||||
Equity purchase agreement description | Upon the terms and conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor, by delivery to the Investor of a Put Notice from time to time, to purchase shares of our Common Stock (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00 or (b) 150% of the Average Daily Trading Value of our Common Stock (as defined in the Purchase Agreement). At any time and from time to time through and including March 30, 2025 (the “Commitment Period”), except as provided in the Purchase Agreement, the Company may deliver a Put Notice to the Investor | |||||||||||||
Warrant exercise price | $ 0.0045 | $ 0.0045 | ||||||||||||
Issued and outstanding shares percentage | 4.99% | 4.99% | ||||||||||||
Fair value of warrant | $ 163,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 67,164,179 | |||||||||||||
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 | $ 243,000 | |||||||||||||
Convertible Secured Debentures [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share price | $ 0.0044 | $ 0.0060 | $ 0.0180 | |||||||||||
extinguishment of debt | $ 157,600 | |||||||||||||
Fair value of warrant | $ 285,000 | $ 223,000 | $ 81,000 | |||||||||||
Convertible Secured Debentures [Member] | 2023 Equity Purchase Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share price | $ 0.0044 | $ 0.0044 | ||||||||||||
Fair value of warrant | $ 165,000 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares outstanding | 988,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued upon conversion of debt | 72,000,000 | 453,078,847 | 969,066,832 | 201,301,365 | ||||||||||
Common stock, par or stated value per share | $ 0.004 | $ 0.0040 | ||||||||||||
Common stock issued with note payable received as debt discount shares | 25,000,000 | 25,000,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||
Stock issued, value | $ 135,000 | $ 135,000 | ||||||||||||
Common stock issued for acquisition, shares | 9,000,000 | |||||||||||||
Stock issued during period, value, acquisitions | $ 90 | |||||||||||||
Common Stock [Member] | S And S Beverage Inc [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued during period, value, acquisitions | $ 243,000 | |||||||||||||
Common Stock [Member] | Convertible Secured Debentures [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt conversion, amount | 324,000 | $ 3,189,414 | 7,201,998 | 3,713,133 | ||||||||||
Financed amount | 122,352 | 1,290,000 | 3,500,000 | $ 2,484,401 | ||||||||||
Interest payable current | $ 35,048 | $ 40,608 | $ 157,955 | |||||||||||
Accrued Interest | $ 0.0022 | $ 0.0030 | $ 0.0074 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 2,500,000,000 | |||||||||||||
Common stock, par or stated value per share | $ 0.00001 | |||||||||||||
Subsequent Event [Member] | 2023 Equity Purchase Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 56,000,000 | 56,000,000 | 56,000,000 | |||||||||||
Maximum commitment amount | $ 5,000,000 | |||||||||||||
Equity purchase agreement description | Upon the terms and conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor, by delivery to the Investor of a Put Notice from time to time, to purchase shares of our Common Stock (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00 or (b) 150% of the Average Daily Trading Value of our Common Stock (as defined in the Purchase Agreement). At any time and from time to time through and including March 30, 2025 (the “Commitment Period”), except as provided in the Purchase Agreement, the Company may deliver a Put Notice to the Investor. | |||||||||||||
Warrant exercise price | $ 0.0045 | $ 0.0045 | ||||||||||||
Issued and outstanding shares percentage | 4.99% | 4.99% | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 169,999,860 | |||||||||||||
Minimum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 2,500,000,000 | |||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 2,500,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 10,500,000,000 | |||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 10,500,000,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Preferred stock shares issued | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||
Preferred Stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Preferred stock shares issued | 488,000 | 488,000 | 488,000 | |||||||||||
Preferred stock, shares outstanding | 488,000 | 488,000 | 488,000 | |||||||||||
Preferred Stock, shares authorized | 1,200,000 | 1,200,000 | 1,200,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares issued | 1,000 | 0 | ||||||||||||
Preferred stock, shares outstanding | 1,000 | 0 | ||||||||||||
Preferred Stock, shares authorized | 250 | |||||||||||||
Share price |