Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56230 | |
Entity Registrant Name | KONA GOLD BEVERAGE, INC. | |
Entity Central Index Key | 0001802546 | |
Entity Tax Identification Number | 20-1915692 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 746 North Drive | |
Entity Address, Address Line Two | Suite A | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32934 | |
City Area Code | (844) | |
Local Phone Number | 714-2224 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | KGKG | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,453,312,419 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 369,931 | $ 39,788 |
Accounts receivable, net of allowance for doubtful accounts of $154,224 and $145,579, respectively | (120,288) | 79,529 |
Inventory, net of reserve for obsolescence of $80,000, respectively | 333,990 | 859,179 |
Other current assets | 50,306 | 45,262 |
Total current assets | 633,939 | 1,023,758 |
NON-CURRENT ASSETS | ||
Property, plant and equipment, net | 279,134 | 348,064 |
Right-of-use asset, net | 434,402 | 762,464 |
Intangible property, net | 47,006 | 66,201 |
Deposits | 7,100 | 15,125 |
Total assets | 1,401,581 | 2,215,612 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,849,053 | 1,379,227 |
Accrued compensation | 325,279 | 137,083 |
Acquisition obligations, current | 652,788 | 659,550 |
Lease liabilities, current | 178,074 | 209,685 |
Convertible debt, net of discount of $236,783 and $183,940, respectively | 662,974 | 411,060 |
Total current liabilities | 6,400,432 | 5,294,755 |
NON-CURRENT LIABILITIES | ||
Notes payable, net of current | 56,835 | 57,055 |
Lease liabilities, net of current | 296,983 | 629,197 |
Total liabilities | 6,754,250 | 5,981,007 |
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 |
Common Stock, $.00001 par value, 10,500,000,000 authorized, 2,382,423,530 and 2,000,276,378, issued and outstanding, respectively | 23,824 | 20,003 |
Common stock issuable (169,998,860 shares) | 1,386,489 | 1,386,497 |
Additional paid-in capital | 20,495,431 | 18,441,303 |
Accumulated deficit | (27,258,423) | (23,613,208) |
Total stockholders’ deficit | (5,352,669) | (3,765,395) |
Total liabilities and stockholders’ deficit | 1,401,581 | 2,215,612 |
Nonrelated Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable | 903,264 | 712,499 |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable | $ 1,829,000 | $ 1,785,651 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Allowance for doubtful accounts | $ 154,224 | $ 145,579 |
Inventory reserve | 80,000 | 80,000 |
Debt instrument, unamortized discount | $ 83,973 | $ 218,481 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,702,000 | 5,702,000 |
Preferred stock, shares issued | 989,000 | 988,000 |
Preferred stock, shares outstanding | 989,000 | 988,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 10,500,000,000 | 10,500,000,000 |
Common stock, shares issued | 2,382,423,530 | 2,000,276,378 |
Common stock, shares outstanding | 2,382,423,530 | 2,000,276,378 |
Common stock issuable, shares | 169,998,860 | 169,998,860 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, unamortized discount | $ 236,783 | $ 183,940 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
REVENUES, NET | $ 687,797 | $ 1,130,546 | $ 2,892,213 | $ 3,299,075 |
COST OF REVENUES | 501,056 | 873,319 | 2,230,601 | 2,608,712 |
Gross profit | 186,741 | 257,227 | 661,612 | 690,363 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 656,607 | 1,075,044 | 2,858,287 | 3,045,895 |
LOSS FROM OPERATIONS | (469,866) | (817,817) | (2,196,675) | (2,355,532) |
OTHER INCOME (EXPENSE) | ||||
Gain on extinguishment of debt | 42,151 | 42,151 | ||
Gain on divestiture | 345,619 | 345,619 | ||
Interest expense | (176,434) | (253,855) | (779,396) | (867,209) |
Financing costs | (5,173) | (294,173) | (260,000) | |
Change in the fair value of derivative liability | 148,000 | (1,523,000) | ||
Gain (loss) on extinguishment of debt | (256,792) | (268,810) | (770,312) | (1,141,850) |
Other income (expense) | 2,403 | 425 | 7,571 | 5,447 |
NET LOSS | $ (518,092) | $ (1,192,057) | $ (3,645,215) | $ (6,142,144) |
NET LOSS PER COMMON SHARES: | ||||
Net loss per common share - Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per common share - Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||||
Weighted average number of common shares - Basic | 2,340,337,120 | 1,760,650,640 | 2,156,953,058 | 1,580,864,982 |
Weighted average number of common shares - Diluted | 2,340,337,120 | 1,760,650,640 | 2,156,953,058 | 1,580,864,982 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Shares Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 7,758 | 6,462,090 | 6,469,848 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 775,748,690 | |||||
Warrants related to convertible notes | 304,000 | 304,000 | ||||
Net loss | (6,142,144) | (6,142,144) | ||||
Common stock issued with note payable recorded 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 with employment agreement | $ 10 | 8,490 | 8,500 | |||
Common stock issued with employment agreement, shares | 1,000,000 | |||||
Balance at Sep. 30, 2022 | $ 18,065 | $ 10 | $ 1,386,497 | 17,688,091 | (22,442,317) | (3,349,654) |
Balance, shares at Sep. 30, 2022 | 1,806,458,236 | 988,000 | 170,000,000 | |||
Balance at Jun. 30, 2022 | $ 17,091 | $ 10 | $ 1,386,497 | 16,855,382 | (21,250,260) | (2,991,280) |
Balance, shares at Jun. 30, 2022 | 1,709,122,945 | 988,000 | 170,000,000 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 974 | 609,709 | 610,683 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 97,335,291 | |||||
Warrants related to convertible notes | 223,000 | 223,000 | ||||
Net loss | (1,192,057) | (1,192,057) | ||||
Balance at Sep. 30, 2022 | $ 18,065 | $ 10 | $ 1,386,497 | 17,688,091 | (22,442,317) | (3,349,654) |
Balance, shares at Sep. 30, 2022 | 1,806,458,236 | 988,000 | 170,000,000 | |||
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 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 2,695 | 1,201,055 | 1,203,751 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 269,500,000 | |||||
Common stock issued for ELOC | $ 175 | 78,498 | 78,673 | |||
Common stock issued for ELOC, shares | 17,482,973 | |||||
Warrants related to convertible notes | 296,250 | 296,250 | ||||
Net loss | (3,645,215) | (3,645,215) | ||||
Common stock issued for financing costs (LOC) | $ 280 | 125,720 | 126,000 | |||
Common stock issued for financing costs (LOC), Shares | 28,000,000 | |||||
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, shares | 67,164,179 | |||||
Preferred stock issued to a related party for common stock issuable | $ (8) | 185,008 | 185,000 | |||
Preferred stock issued to a related party for common stock issuable, shares | 1,000 | (1,000) | ||||
Warrants related to services rendered | 5,269 | 5,269 | ||||
Balance at Sep. 30, 2023 | $ 23,824 | $ 10 | $ 1,386,489 | 20,495,431 | (27,258,423) | (5,352,669) |
Balance, shares at Sep. 30, 2023 | 2,382,423,530 | 989,000 | 169,998,860 | |||
Balance at Jun. 30, 2023 | $ 22,949 | $ 10 | $ 1,386,489 | 20,094,053 | (26,740,331) | (5,236,830) |
Balance, shares at Jun. 30, 2023 | 989,000 | 2,294,940,557 | 169,998,860 | |||
Common stock issued for conversion of convertible debt and accrued interest | $ 700 | 314,300 | 315,000 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 70,000,000 | |||||
Common stock issued for ELOC | $ 175 | 78,498 | 78,673 | |||
Common stock issued for ELOC, shares | 17,482,973 | |||||
Warrants related to convertible notes | 8,580 | 8,580 | ||||
Net loss | (518,092) | (518,092) | ||||
Balance at Sep. 30, 2023 | $ 23,824 | $ 10 | $ 1,386,489 | $ 20,495,431 | $ (27,258,423) | $ (5,352,669) |
Balance, shares at Sep. 30, 2023 | 2,382,423,530 | 989,000 | 169,998,860 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
CASH USED IN OPERATING ACTIVITIES: | |||||
Net loss | $ (518,092) | $ (1,192,057) | $ (3,645,215) | $ (6,142,144) | |
Adjustments to reconcile net loss to net cash provided by operations: | |||||
Depreciation and amortization | 70,353 | 67,018 | |||
Change in allowance for doubtful accounts | 8,645 | 35 | |||
Change in inventory reserves | |||||
Right-of-use asset amortization | 79,792 | 143,320 | |||
Amortization of debt discount | 631,542 | 702,675 | |||
Amortization of intangible assets | 10,719 | 7,316 | |||
Preferred stock issued for common stock issuable | 185,000 | ||||
Fair value of warrants issued for financing costs | 367,673 | ||||
Fair value of warrants issued for services | 5,269 | 260,000 | |||
Loss on sale of property and equipment | (1,423) | ||||
Gain on extinguishment of debt | (42,151) | (42,151) | |||
Loss on extinguishment of debt | 728,056 | 1,141,855 | |||
Loss on termination of operating lease | 9,601 | ||||
Gain on change in fair value of derivative liabilities | 1,523,000 | ||||
Common stock issued for compensation | 8,500 | ||||
Changes in operating assets and liabilities: | |||||
Decrease (increase) in accounts receivable | 191,172 | (40,147) | |||
Decrease (increase) in inventory | 525,188 | (433,068) | |||
Decrease (increase) in prepaids | 278,707 | ||||
Decrease (increase) in other current assets | (5,044) | 12,475 | |||
Decrease (increase) in deposits | 1,775 | ||||
Increase (decrease) in accounts payable and accrued expenses | 759,235 | 645,765 | |||
Increase (decrease) in accrued compensation | 188,195 | (170,000) | |||
Increase (decrease) in lease liability | (97,106) | (153,890) | |||
Net cash used in operating activities | (28,724) | (2,148,583) | |||
CASH USED IN INVESTING ACTIVITIES: | |||||
Purchase of purchase property, plant and equipment | (42,923) | ||||
Changes in intellectual property | 8,475 | ||||
Net provided by investing activities | 8,475 | (42,923) | |||
CASH PROVIDED BY FINANCING ACTIVITIES: | |||||
Proceeds from note payable - related party | 222,000 | 260,000 | |||
Repayment of note payable - related party | (136,500) | (4,500) | |||
Changes in acquisition obligations | (6,762) | (11,446) | |||
Principal repayments of finance lease obligation | (5,594) | (3,798) | |||
Proceeds from notes payable, net of expenses | 800,930 | 542,000 | |||
Repayment of notes payable | (1,251,656) | (5,598) | |||
Proceeds from convertible debentures payable, net of expenses | 727,974 | 981,816 | |||
Net cash provided by financing activities | 350,392 | 1,758,474 | |||
Net cash increase (decrease) for period | 330,143 | (433,032) | |||
Cash at beginning of period | 39,788 | 703,825 | $ 703,825 | ||
Cash at end of period | $ 369,931 | $ 270,793 | 369,931 | 270,793 | $ 39,788 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash paid for income taxes | |||||
Cash paid for interest | 14,947 | 533 | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Fair value of common shares issued as debt discount on note payable | 135,000 | ||||
Termination of right of use asset | 248,270 | ||||
Termination of operating lease liability | 261,125 | ||||
Note payable issued on termination of lease liability | 16,206 | ||||
Vendor line of credit reclassified to notes payable | |||||
Common shares issued on conversion of debentures and accrued interest | 315,000 | 6,469,848 | |||
Fair value of warrants issued upon issuance of convertible notes | 296,250 | ||||
Derivative liability recorded on issuance of convertible note | 680,000 | ||||
Note payable on vehicle purchase | $ 46,576 |
OPERATIONS AND GOING CONCERN
OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 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 nine months ended September 30, 2023, the Company recorded a net loss of $ 3,645,215 28,724 5,352,669 At September 30, 2023, the Company had cash on hand in the amount of $ 369,931 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022, the allowance was $ 154,224 145,579 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 26,500 32,700 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 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 69,317 $ 223,849 (69 )% Amazon 6,910 30,334 (77 )% Online Sales 7,710 7,998 (4 )% Retail 629,155 897,549 (30 )% Shipping 1,205 3,516 (66 )% Sales Returns and Allowances (26,500 ) (32,700 ) (19 )% Net Revenues $ 687,797 $ 1,130,546 (39 )% Nine Months Ended 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 384,416 $ 635,605 (40 )% Amazon 31,828 110,478 (71 )% Online Sales 17,965 30,494 (41 )% Retail 2,545,841 2,616,679 (3 )% Shipping 3,163 10,319 (69 )% Sales Returns and Allowances (91,000 ) (104,500 ) (13 )% Net Revenues $ 2,892,213 $ 3,299,075 (12 )% The following table presents our net revenues by product lines for the period presented: Three Months 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 4,327 $ 25,743 (83 )% CBD Energy Waters 14,604 13,686 7 % Lemonade Drinks 65,006 222,689 (71 )% Apparel - 63 (100 )% Retail 629,155 897,549 (30 )% Shipping 1,205 3,516 (66 )% Sales returns and allowance (26,500 ) (32,700 ) (19 )% Net Revenues $ 687,797 $ 1,130,546 (39 )% Nine Months 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 16,749 $ 148,725 (89 )% CBD Energy Waters 36,329 56,388 (36 )% Lemonade Drinks 381,131 571,285 (33 )% Apparel - 179 (100 )% Retail 2,545,841 2,616,679 (3 )% Shipping 3,163 10,319 (69 )% Sales returns and allowance (91,000 ) (104,500 ) (13 )% Net Revenues $ 2,892,213 $ 3,299,075 (12 )% Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 98,351 $ 118,807 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 nine months ending September 30, 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 September 30, 2023 September 30, 2022 Warrants 448,859,099 278,333,333 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 500,000,000 500,000 Common stock issuable 169,998,860 169,999,860 Restricted common stock 9,600,000 333,838,293 Common stock on convertible debentures and accrued interest 1,228,147,778 783,159,486 Total 2,357,094,737 278,333,333 Anti-dilutive Shares 2,357,094,737 278,333,333 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 Accounts receivable. 12 10 27 20 Co-Packers. Purchases from vendors. 55 12 10 34 Accounts payable. 10 29 17 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. |
DIVESTITURE
DIVESTITURE | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURE | NOTE 3 – DIVESTITURE Proceeds from disposals during the nine months ended September 30, 2023 totaled $ 500,000 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 – 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 September 30, 2023 December 31, 2022 Raw materials $ 70,915 $ 198,605 Finished goods, net 263,075 660,574 Total $ 333,990 $ 859,179 At September 30, 2023 and December 31, 2022, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 80,000 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property and equipment is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT September 30, 2023 December 31, 2022 Furniture and Fixtures $ 78,944 $ 78,134 Computers and Software 36,667 36,667 Machinery & Equipment 118,616 118,003 Vehicles 310,348 310,348 Total cost 544,575 543,152 Accumulated depreciation (265,441 ) (195,088 ) Property, plant and equipment, net $ 279,134 $ 348,064 Depreciation for the nine months ended September 30, 2023 and 2022, was $ 72,982 67,018 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET September 30, 2023 December 31, 2022 Intangible Assets Trademarks $ 81,750 $ 85,340 Website development - 12,200 Accumulated amortization (34,744 ) (28,901 ) Total Intangible Assets, net of amortization $ 47,006 $ 68,639 During the nine months ended September 30, 2023 and 2022, the Company recorded amortization expense of $ 7,316 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2023 (remaining) $ 2,044 2024 8,175 2025 8,175 2026 8,175 2027 8,175 Thereafter 12,262 Total $ 47,006 |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Related Parties | |
NOTES PAYABLE – RELATED PARTIES | NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable with related parties consists of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTY September 30, 2023 December 31, 2022 Note payable – related party ( a $ 1,310,500 $ 1,352,651 Note payable – related party ( b 345,000 260,000 Note payable – related party ( c 125,500 125,500 Note payable – related party ( d 48,000 47,500 Total notes payable – related parties $ 1,829,000 $ 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 42,151 1,310,500 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 217,000 132,000 345,000 260,000 (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 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 5,000 4,500 48,000 At December 31, 2022, accrued interest on notes payable to related parties was $ 153,959 49,551 203,510 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes payable consists of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE September 30, 2023 December 31, 2022 Note payable ( a $ 22,025 $ 26,994 Note payable ( b 39,730 44,550 Note payable ( c 39,261 40,103 Note payable ( d 205,576 250,000 Note payable ( e 291,043 626,388 Note payable ( f 62,857 - Note payable ( g 77,968 - Note payable ( h - - Note payable ( i 289,406 - Note payable ( j 16,206 - Total notes payable 1,044,072 988,035 Less debt discount (83,973 ) (218,481 ) Total notes payable, net 960,099 769,554 Notes payable, current portion (903,264 ) (712,499 ) Notes payable, net of current portion $ 56,835 $ 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 4,969 22,025 (b) On September 30, 2022, the Company financed the purchase of a vehicle for $ 46,576 60 9.44 980 44,550 4,820 39,730 (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 39,261 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 22,212 250,000 44,424 205,576 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) During the year ended December 31, 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 $ 561,957 798,456 501,000 597,500 1,291 1,958 626,388 586,750 922,096 291,043 During the year ended December 31, 2022, upon execution of the advance and receipt of funds, the Company recorded the difference of $ 236,499 186,950 191,150 294,127 83,973 (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 62,857 (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 77,968 (h) On June 30, 2023, the Company entered into a note payable with IQ Financial, Inc. in the principal amount of $ 110,000 10,000 100,000 July 31, 2023 The original issue discount of $ 10,000 (i) On May 15, 2023, the Company entered into a Revolving Credit Agreement (the “Revolver”) with a vendor. The Revolver allows the Company to purchase goods from its vendor time to time. The unpaid principal balance of the Revolver may not exceed $ 250,000 225,000 200,000 200,000 289,406 In connection with the issuance of the Revolver, the Company issued to the vendor 28 0.0045 28 126,000 (j) On June 2, 2023, the Company entered into a note payable with RFMD-LLC in the principal amount of $ 16,206 8 December 31, 2023 16,206 10,000 100,000 At December 31, 2022 on item (d), accrued interest on the notes payable was $ 1,874 11,795 13,669 As of December 31, 2022, the unamortized debt discount was $ 218,481 201,150 335,658 83,973 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES | 9 Months Ended |
Sep. 30, 2023 | |
Secured Convertible Debentures | |
SECURED CONVERTIBLE DEBENTURES | NOTE 9 – SECURED CONVERTIBLE DEBENTURES Secured debentures that are payable to an otherwise unaffiliated third party consists of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY September 30, 2023 December 31, 2022 Mast Hill Note 1 119,306 595,000 Mast Hill Note 2 431,744 - Mast Hill Note 3 230,000 - Mast Hill Note 4 55,707 - Mast Hill Note 5 63,000 - Mast Hill Note 63,000 - Less debt discount (236,783 ) (183,940 ) Secured debentures, net $ 662,974 $ 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 10 July 28, 2023 0.0045 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. 100 July 28, 2027 0.0045 223,000 92,325 315,325 183,940 168,607 15,333 As of December 31, 2022 the balance due under the obligation was $ 595,000 475,694 239,500,000 1,075,355 513,520 119,306 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 10 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. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments In connection with the issuances of the debentures, the Company granted to the Investor warrants to purchase up to 80 0.0045 150,000 74,000 224,000 78,987 145,013 During the nine months ended September 30, 2023, the Company made principal payments of $ 43,256 431,744 M ast Hill Debenture 3 On April 25, 2023, the Company issued an additional senior secured debenture to the Investor in the aggregate of $ 230,000 10 0.0040 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. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments In connection with the issuances of the debentures, the Company granted to the Investor warrants to purchase up to 43.6 0.0040 56,000 28,000 84,300 32,649 51,651 As of September 30, 2023, $ 230,000 M ast Hill Debenture 4 On June 14, 2023, the Company issued an additional senior secured debenture to the Investor in the aggregate of $ 55,706 10 0.0040 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 July 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 July 10, 2023 for the cases sold during the month of March, 2023. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments In connection with the issuances of the debentures, the Company granted to the Investor warrants to purchase up to approximately 20.9 0.0040 19,000 8,457 27,457 15,028 12,429 As of September 30, 2023, $ 55,707 M ast Hill Debenture 5 On August 10, 2023, the Company issued an additional senior secured debenture to the Investor in the aggregate of $ 63,000 12 0.0030 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 1,000 Further, commencing on July 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 July 10, 2023 for the cases sold during the month of March, 2023. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments In connection with the issuances of the debentures, the Company granted to the Investor warrants to purchase up to approximately 28.6 0.0030 8,580 4,390 12,970 613 12,357 As of September 30, 2023, $ 63,000 As of September 30, 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 60,934 67,569 19,121 As of December 31, 2022, the unamortized debt discount was $ 183,940 348,727 295,884 236,783 |
ACQUISITION OBLIGATION
ACQUISITION OBLIGATION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OBLIGATION | NOTE 10 – 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 6,762 652,788 |
LEASE LIABILITIES
LEASE LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 11 – LEASE LIABILITIES The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the balance sheets. Operating Leases The Company leases approximately 4,500 May 31, 2023 3 4,628 The Company leases a 30,000 63 August 1, 2026 10,200 2 The Company leases a 10,000 62 7,261 1.5 345,649 10 On June 1, 2023, the Company entered into a lease termination agreement with its landlord for its building in Conway, South Carolina. The Company’s deposit of $ 7,500 248,270 261,125 9,601 16,206 8 December 31, 2023 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 nine months ended September 30, 2023 and 2022, lease costs totaled $ 136,726 152,841 Our ROU asset balance was $ 762,464 79,792 248,270 434,402 As of December 31, 2022, lease liabilities totaled $ 838,882 17,824 821,058 5,594 97,106 261,125 475,057 178,074 296,983 As of September 30, 2023, the weighted average remaining lease terms for operating lease and finance lease are 1.50 3.81 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) $ 57,521 2024 197,491 2025 170,059 2026 113,790 2027 and thereafter - Total payments 538,861 Less: Amount representing interest (63,804 ) Present value of net minimum lease payments 475,057 Less: Current portion (178,074 ) Non-current portion $ 296,983 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – 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 September 30, 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 2,382,423,530 2,000,276,378 Equity Transactions During the nine months ended September 30, 2023, the Company issued an aggregate of 28,000,000 126,000 During the nine months ended September 30, 2023, the Company issued an aggregate of 269,500,000 1,212,750 493,366 60,934 0.0020 654,450 During the nine months ended September 30, 2023, the Company issued an aggregate of 67,164,179 During the nine months ended September 30, 2023, the Company issued an aggregate of 17,482,973 78,673 0.0011 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 During the nine months ended September 30, 2023, the Company issued an aggregate of 17,482,973 78,673 0.0011 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | NOTE 13 – 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 30,000,000 40,000,000 50,000,000 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 nine months ended September 30, 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 257,689,945 0.0038 Warrants exercised (67,164,179 ) 0.0149 Warrants expired or forfeited (20,000,000 ) - Balance outstanding, September 30, 2023 448,859,099 $ 0.0137 Balance exercisable, September 30, 2023 448,859,099 $ 0.0137 Information relating to outstanding warrants at September 30, 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 $ 0.0030 0.0048 290,525,766 4.49 $ 0.0043 290,525,766 $ 0.0043 $ 0.03 158,333,333 1.01 $ 0.03 158,333,333 $ 0.03 448,859,099 3.17 $ 0.0146 448,859,099 $ 0.0146 Based on the fair market value of $ 0.0022 In connection with the issuance of senior convertible secured debentures on March 13, 2023 (see Note 9), the Company granted warrants with a relative fair value of $ 285,000 80,000,000 0.0045 285,000 0.0044 three years 257 0 3.88 In connection with the issuance of 2023 Equity Purchase Agreement on March 30, 2023 (see Note 12), 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 In connection with the issuance of senior convertible secured debentures on April 25, 2023 (see Note 9), the Company granted warrants with a relative fair value of $ 89,000 43,600,000 0.0040 89,000 0.0028 three years 233 0 3.62 In connection with the issuance of senior convertible secured debentures on June 14, 2023 (see Note 9), the Company granted warrants with a relative fair value of $ 37,000 20,889,945 0.0030 37,000 0.0024 three years 232 0 4.37 In connection with a broker that is assisting the Company in its financing transactions, the Company granted warrants to purchase up to an aggregate of 2,916,112 0.0043 5,269 0.0026 three years 225 0 3.28 In connection with the issuance of senior convertible secured debentures on August 8, 2023 (see Note 9), the Company granted warrants with a relative fair value of $ 8,580 28,600,000 0.0030 8,580 0.0024 three years 232 0 4.37 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Cashless Conversion of Secured Convertible Debentures The Company issued an aggregate of 136,250,000 127,121 17,029 0.00108 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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. |
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. |
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 September 30, 2023 and December 31, 2022, the allowance was $ 154,224 145,579 |
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 26,500 32,700 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 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 69,317 $ 223,849 (69 )% Amazon 6,910 30,334 (77 )% Online Sales 7,710 7,998 (4 )% Retail 629,155 897,549 (30 )% Shipping 1,205 3,516 (66 )% Sales Returns and Allowances (26,500 ) (32,700 ) (19 )% Net Revenues $ 687,797 $ 1,130,546 (39 )% Nine Months Ended 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 384,416 $ 635,605 (40 )% Amazon 31,828 110,478 (71 )% Online Sales 17,965 30,494 (41 )% Retail 2,545,841 2,616,679 (3 )% Shipping 3,163 10,319 (69 )% Sales Returns and Allowances (91,000 ) (104,500 ) (13 )% Net Revenues $ 2,892,213 $ 3,299,075 (12 )% The following table presents our net revenues by product lines for the period presented: Three Months 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 4,327 $ 25,743 (83 )% CBD Energy Waters 14,604 13,686 7 % Lemonade Drinks 65,006 222,689 (71 )% Apparel - 63 (100 )% Retail 629,155 897,549 (30 )% Shipping 1,205 3,516 (66 )% Sales returns and allowance (26,500 ) (32,700 ) (19 )% Net Revenues $ 687,797 $ 1,130,546 (39 )% Nine Months 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 16,749 $ 148,725 (89 )% CBD Energy Waters 36,329 56,388 (36 )% Lemonade Drinks 381,131 571,285 (33 )% Apparel - 179 (100 )% Retail 2,545,841 2,616,679 (3 )% Shipping 3,163 10,319 (69 )% Sales returns and allowance (91,000 ) (104,500 ) (13 )% Net Revenues $ 2,892,213 $ 3,299,075 (12 )% |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 98,351 $ 118,807 |
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. |
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 nine months ending September 30, 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 September 30, 2023 September 30, 2022 Warrants 448,859,099 278,333,333 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 500,000,000 500,000 Common stock issuable 169,998,860 169,999,860 Restricted common stock 9,600,000 333,838,293 Common stock on convertible debentures and accrued interest 1,228,147,778 783,159,486 Total 2,357,094,737 278,333,333 Anti-dilutive Shares 2,357,094,737 278,333,333 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Segments | Segments During the 2022 fiscal 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 Accounts receivable. 12 10 27 20 Co-Packers. Purchases from vendors. 55 12 10 34 Accounts payable. 10 29 17 10 31 18 |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET REVENUES BY REVENUE | The following table presents our net revenues, by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF NET REVENUES BY REVENUE Three Months Ended 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 69,317 $ 223,849 (69 )% Amazon 6,910 30,334 (77 )% Online Sales 7,710 7,998 (4 )% Retail 629,155 897,549 (30 )% Shipping 1,205 3,516 (66 )% Sales Returns and Allowances (26,500 ) (32,700 ) (19 )% Net Revenues $ 687,797 $ 1,130,546 (39 )% Nine Months Ended 2023 2022 Revenue Source Revenue Revenue % Change Distributors $ 384,416 $ 635,605 (40 )% Amazon 31,828 110,478 (71 )% Online Sales 17,965 30,494 (41 )% Retail 2,545,841 2,616,679 (3 )% Shipping 3,163 10,319 (69 )% Sales Returns and Allowances (91,000 ) (104,500 ) (13 )% Net Revenues $ 2,892,213 $ 3,299,075 (12 )% The following table presents our net revenues by product lines for the period presented: Three Months 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 4,327 $ 25,743 (83 )% CBD Energy Waters 14,604 13,686 7 % Lemonade Drinks 65,006 222,689 (71 )% Apparel - 63 (100 )% Retail 629,155 897,549 (30 )% Shipping 1,205 3,516 (66 )% Sales returns and allowance (26,500 ) (32,700 ) (19 )% Net Revenues $ 687,797 $ 1,130,546 (39 )% Nine Months 2023 2022 Product Line Revenue Revenue % Change Energy Drinks $ 16,749 $ 148,725 (89 )% CBD Energy Waters 36,329 56,388 (36 )% Lemonade Drinks 381,131 571,285 (33 )% Apparel - 179 (100 )% Retail 2,545,841 2,616,679 (3 )% Shipping 3,163 10,319 (69 )% Sales returns and allowance (91,000 ) (104,500 ) (13 )% Net Revenues $ 2,892,213 $ 3,299,075 (12 )% |
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES | For the nine months ending September 30, 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 September 30, 2023 September 30, 2022 Warrants 448,859,099 278,333,333 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 500,000,000 500,000 Common stock issuable 169,998,860 169,999,860 Restricted common stock 9,600,000 333,838,293 Common stock on convertible debentures and accrued interest 1,228,147,778 783,159,486 Total 2,357,094,737 278,333,333 Anti-dilutive Shares 2,357,094,737 278,333,333 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, 2022 Raw materials $ 70,915 $ 198,605 Finished goods, net 263,075 660,574 Total $ 333,990 $ 859,179 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, 2022 Furniture and Fixtures $ 78,944 $ 78,134 Computers and Software 36,667 36,667 Machinery & Equipment 118,616 118,003 Vehicles 310,348 310,348 Total cost 544,575 543,152 Accumulated depreciation (265,441 ) (195,088 ) Property, plant and equipment, net $ 279,134 $ 348,064 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSET | Intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSET September 30, 2023 December 31, 2022 Intangible Assets Trademarks $ 81,750 $ 85,340 Website development - 12,200 Accumulated amortization (34,744 ) (28,901 ) Total Intangible Assets, net of amortization $ 47,006 $ 68,639 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Year Ending Amortization 2023 (remaining) $ 2,044 2024 8,175 2025 8,175 2026 8,175 2027 8,175 Thereafter 12,262 Total $ 47,006 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Related Parties | |
SCHEDULE OF NOTES PAYABLE RELATED PARTY | Notes payable with related parties consists of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTY September 30, 2023 December 31, 2022 Note payable – related party ( a $ 1,310,500 $ 1,352,651 Note payable – related party ( b 345,000 260,000 Note payable – related party ( c 125,500 125,500 Note payable – related party ( d 48,000 47,500 Total notes payable – related parties $ 1,829,000 $ 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 42,151 1,310,500 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 217,000 132,000 345,000 260,000 (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 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 5,000 4,500 48,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE September 30, 2023 December 31, 2022 Note payable ( a $ 22,025 $ 26,994 Note payable ( b 39,730 44,550 Note payable ( c 39,261 40,103 Note payable ( d 205,576 250,000 Note payable ( e 291,043 626,388 Note payable ( f 62,857 - Note payable ( g 77,968 - Note payable ( h - - Note payable ( i 289,406 - Note payable ( j 16,206 - Total notes payable 1,044,072 988,035 Less debt discount (83,973 ) (218,481 ) Total notes payable, net 960,099 769,554 Notes payable, current portion (903,264 ) (712,499 ) Notes payable, net of current portion $ 56,835 $ 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 4,969 22,025 (b) On September 30, 2022, the Company financed the purchase of a vehicle for $ 46,576 60 9.44 980 44,550 4,820 39,730 (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 39,261 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 22,212 250,000 44,424 205,576 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) During the year ended December 31, 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 $ 561,957 798,456 501,000 597,500 1,291 1,958 626,388 586,750 922,096 291,043 During the year ended December 31, 2022, upon execution of the advance and receipt of funds, the Company recorded the difference of $ 236,499 186,950 191,150 294,127 83,973 (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 62,857 (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 77,968 (h) On June 30, 2023, the Company entered into a note payable with IQ Financial, Inc. in the principal amount of $ 110,000 10,000 100,000 July 31, 2023 The original issue discount of $ 10,000 (i) On May 15, 2023, the Company entered into a Revolving Credit Agreement (the “Revolver”) with a vendor. The Revolver allows the Company to purchase goods from its vendor time to time. The unpaid principal balance of the Revolver may not exceed $ 250,000 225,000 200,000 200,000 289,406 In connection with the issuance of the Revolver, the Company issued to the vendor 28 0.0045 28 126,000 (j) On June 2, 2023, the Company entered into a note payable with RFMD-LLC in the principal amount of $ 16,206 8 December 31, 2023 16,206 10,000 100,000 |
SECURED CONVERTIBLE DEBENTURES
SECURED CONVERTIBLE DEBENTURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022: SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY September 30, 2023 December 31, 2022 Mast Hill Note 1 119,306 595,000 Mast Hill Note 2 431,744 - Mast Hill Note 3 230,000 - Mast Hill Note 4 55,707 - Mast Hill Note 5 63,000 - Mast Hill Note 63,000 - Less debt discount (236,783 ) (183,940 ) Secured debentures, net $ 662,974 $ 411,060 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) $ 57,521 2024 197,491 2025 170,059 2026 113,790 2027 and thereafter - Total payments 538,861 Less: Amount representing interest (63,804 ) Present value of net minimum lease payments 475,057 Less: Current portion (178,074 ) Non-current portion $ 296,983 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SUMMARY OF WARRANTS | A summary of warrants for the nine months ended September 30, 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 257,689,945 0.0038 Warrants exercised (67,164,179 ) 0.0149 Warrants expired or forfeited (20,000,000 ) - Balance outstanding, September 30, 2023 448,859,099 $ 0.0137 Balance exercisable, September 30, 2023 448,859,099 $ 0.0137 |
SCHEDULE OF OUTSTANDING WARRANTS | Information relating to outstanding warrants at September 30, 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 $ 0.0030 0.0048 290,525,766 4.49 $ 0.0043 290,525,766 $ 0.0043 $ 0.03 158,333,333 1.01 $ 0.03 158,333,333 $ 0.03 448,859,099 3.17 $ 0.0146 448,859,099 $ 0.0146 |
OPERATIONS AND GOING CONCERN (D
OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ 518,092 | $ 1,192,057 | $ 3,645,215 | $ 6,142,144 | ||||
Net cash in operations | 28,724 | 2,148,583 | ||||||
Stockholders' deficit | 5,352,669 | $ 3,349,654 | 5,352,669 | $ 3,349,654 | $ 5,236,830 | $ 3,765,395 | $ 2,991,280 | $ 4,124,858 |
Cash on hand | $ 369,931 | $ 369,931 | $ 39,788 |
SCHEDULE OF NET REVENUES BY REV
SCHEDULE OF NET REVENUES BY REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Net Revenues | $ 687,797 | $ 1,130,546 | $ 2,892,213 | $ 3,299,075 |
Percentage Change | (39.00%) | (12.00%) | ||
Distributors [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 69,317 | 223,849 | $ 384,416 | 635,605 |
Percentage Change | (69.00%) | (40.00%) | ||
Amazon [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 6,910 | 30,334 | $ 31,828 | 110,478 |
Percentage Change | (77.00%) | (71.00%) | ||
Online Sales [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 7,710 | 7,998 | $ 17,965 | 30,494 |
Percentage Change | (4.00%) | (41.00%) | ||
Retail [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 629,155 | 897,549 | $ 2,545,841 | 2,616,679 |
Percentage Change | (30.00%) | (3.00%) | ||
Shipping [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 1,205 | 3,516 | $ 3,163 | 10,319 |
Percentage Change | (66.00%) | (69.00%) | ||
Sales Return and Allowances [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ (26,500) | (32,700) | $ (91,000) | (104,500) |
Percentage Change | (19.00%) | (13.00%) | ||
Energy Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 4,327 | 25,743 | $ 16,749 | 148,725 |
Percentage Change | (83.00%) | (89.00%) | ||
CBD Energy Waters [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 14,604 | 13,686 | $ 36,329 | 56,388 |
Percentage Change | 7% | (36.00%) | ||
Lemonade Drinks [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 65,006 | 222,689 | $ 381,131 | 571,285 |
Percentage Change | (71.00%) | (33.00%) | ||
Apparel [Member] | ||||
Product Information [Line Items] | ||||
Net Revenues | $ 63 | $ 179 | ||
Percentage Change | (100.00%) | (100.00%) |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Shares | 2,357,094,737 | 278,333,333 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Shares | 448,859,099 | 278,333,333 |
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 |
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 | |
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 |
Common Stock Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Shares | 169,998,860 | 169,999,860 |
Restricted Commmon Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Shares | 9,600,000 | 333,838,293 |
Common Stock On Convertible Debentures And Accrued Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Shares | 1,228,147,778 | 783,159,486 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Product Information [Line Items] | |||||
Allowance for accounts receivable | $ 154,224 | $ 154,224 | $ 145,579 | ||
Total sales, percentage | 3% | ||||
Net revenues | 687,797 | $ 1,130,546 | $ 2,892,213 | $ 3,299,075 | |
Advertising cost | $ 98,351 | $ 118,807 | |||
Number of segment reporting | Segment | 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 | 12% | 27% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | 20% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 55% | 34% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 12% | ||||
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 | 29% | 31% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 17% | 18% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Two Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | |||
Sales Returns and Allowances [Member] | |||||
Product Information [Line Items] | |||||
Net revenues | $ 26,500 | $ 32,700 |
DIVESTITURE (Details Narrative)
DIVESTITURE (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Proceeds from disposals | $ 500,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 70,915 | $ 198,605 |
Finished goods, net | 263,075 | 660,574 |
Total | $ 333,990 | $ 859,179 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory net of reserve | $ 80,000 | $ 80,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 544,575 | $ 543,152 |
Accumulated depreciation | (265,441) | (195,088) |
Property, plant and equipment, net | 279,134 | 348,064 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 78,944 | 78,134 |
Computers And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 36,667 | 36,667 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 118,616 | 118,003 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 310,348 | $ 310,348 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Selling, General and Administrative Expenses [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 72,982 | $ 67,018 |
SCHEDULE OF INTANGIBLE ASSET (D
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 81,750 | $ 85,340 |
Website development | 12,200 | |
Accumulated amortization | (34,744) | (28,901) |
Total Intangible Assets, net of amortization | $ 47,006 | $ 68,639 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining) | $ 2,044 | |
2024 | 8,175 | |
2025 | 8,175 | |
2026 | 8,175 | |
2027 | 8,175 | |
Thereafter | 12,262 | |
Total Intangible Assets, net of amortization | $ 47,006 | $ 68,639 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 7,316 | $ 7,316 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) - Related Party [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | $ 1,829,000 | $ 1,785,651 | |
Notes Payable Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [1] | 1,310,500 | 1,352,651 |
Notes Payable Related Party One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [2] | 345,000 | 260,000 |
Notes Payable Related Party Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [3] | 125,500 | 125,500 |
Notes Payable Related Party Three [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [4] | $ 48,000 | $ 47,500 |
[1]On April 4, 2019, the Company entered into an unsecured Line of Credit Agreement with Robert Clark. Mr. Clark is the Company’s President, Chief Executive Officer, Secretary, and Chairman of the Board. The agreement established a revolving line of credit in the amount of up to $ 1,500,000 3.75 April 4, 2024 42,151 1,310,500 1,352,651 300,000 3.75 May 6, 2024 217,000 132,000 345,000 260,000 200,000 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 5,000 4,500 48,000 |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Apr. 03, 2023 | May 06, 2022 | Aug. 29, 2019 | Apr. 04, 2019 | Feb. 19, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 15, 2022 | ||
Short-Term Debt [Line Items] | ||||||||||||
Gain on extinguishment of debt | $ 42,151 | $ 42,151 | ||||||||||
Additional amount received | 222,000 | $ 260,000 | ||||||||||
Related Party [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note payable current and non-current | 1,829,000 | 1,829,000 | $ 1,785,651 | |||||||||
Notes Payable Related Party [Member] | 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% | |||||||||||
Maturity date | Apr. 04, 2024 | |||||||||||
Gain on extinguishment of debt | 42,151 | |||||||||||
Note payable current and non-current | [1] | 1,310,500 | 1,310,500 | 1,352,651 | ||||||||
Notes Payable Related Party One [Member] | Related Party [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Line of credit from related party | $ 300,000 | |||||||||||
Line of credit facility interest rate during period | 3.75% | |||||||||||
Maturity date | May 06, 2024 | |||||||||||
Note payable current and non-current | [2] | 345,000 | 345,000 | 260,000 | ||||||||
Notes payable advance | 217,000 | 217,000 | ||||||||||
Notes payable repaid | 132,000 | 132,000 | ||||||||||
Notes Payable Related Party Two [Member] | Related Party [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Line of credit from related party | $ 200,000 | |||||||||||
Line of credit facility interest rate during period | 3.75% | |||||||||||
Maturity date | Aug. 29, 2023 | |||||||||||
Note payable current and non-current | [3] | 125,500 | 125,500 | 125,500 | ||||||||
Notes Payable Related Party Three [Member] | Related Party [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note payable current and non-current | [4] | $ 48,000 | 48,000 | $ 47,500 | ||||||||
Debt outstanding amount | $ 46,000 | $ 70,000 | $ 58,000 | |||||||||
Debt instrument principal payment | $ 500 | $ 500 | 4,500 | |||||||||
Maturity date description | final payment due in March 2024 | final payment due in March 2021 | ||||||||||
Additional amount received | $ 5,000 | |||||||||||
[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 42,151 1,310,500 1,352,651 300,000 3.75 May 6, 2024 217,000 132,000 345,000 260,000 200,000 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 5,000 4,500 48,000 |
NOTES PAYABLE _ RELATED PARTI_3
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - Notes Payable Related Party [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Interest payable current | $ 203,510 | $ 153,959 |
Increase in accrued interest | $ 49,551 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Total notes payable | $ 1,044,072 | $ 988,035 | |
Less debt discount | (83,973) | (218,481) | |
Total notes payable, net | 960,099 | 769,554 | |
Notes payable, current portion | (903,264) | (712,499) | |
Notes payable, net of current portion | 56,835 | 57,055 | |
Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [1] | 22,025 | 26,994 |
Notes Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [2] | 39,730 | 44,550 |
Notes Payable Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [3] | 39,261 | 40,103 |
Notes Payable Three [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [4] | 205,576 | 250,000 |
Notes Payable Four [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [5] | 291,043 | 626,388 |
Notes Payable Five [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [6] | 62,857 | |
Notes Payable Six [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [7] | 77,968 | |
Notes Payable Seven [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [8] | ||
Notes Payable Eight [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [9] | 289,406 | |
Notes Payable Nine [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [10] | $ 16,206 | |
[1]On August 21, 2021, the Company financed the purchase of a vehicle for $ 34,763 20,000 60 5.44 665 26,994 4,969 22,025 46,576 60 9.44 980 44,550 4,820 39,730 42,000 11.50 39,261 40,103 250,000 March 24, 2024 12 22,212 250,000 44,424 205,576 561,957 798,456 501,000 597,500 1,291 1,958 626,388 586,750 922,096 291,043 85,000 19.32 September 9, 2024 5,572 62,857 200,000 35.90 March 7, 2024 77,968 110,000 10,000 100,000 July 31, 2023 250,000 225,000 200,000 200,000 289,406 16,206 8 December 31, 2023 16,206 10,000 100,000 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) $ / shares in Units, shares in Millions | 9 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 02, 2023 | May 15, 2023 | Mar. 09, 2023 | Mar. 07, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Mar. 25, 2022 | Aug. 21, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Jul. 31, 2023 | May 31, 2023 | Apr. 30, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Stock issued, value | $ 135,000 | |||||||||||||||
Unamortized note discount | $ 631,542 | 702,675 | ||||||||||||||
Lump sum payment received | 222,000 | 260,000 | ||||||||||||||
Notes Payable [Member] | Vehicles [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 34,763 | 4,969 | ||||||||||||||
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 | 22,025 | $ 26,994 | ||||||||||||||
Notes Payable One [Member] | Vehicles [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 46,576 | $ 46,576 | 4,820 | $ 46,576 | ||||||||||||
Debt instrument term | 60 months | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.44% | 9.44% | 9.44% | |||||||||||||
Debt instrument periodic payment interest | $ 980 | |||||||||||||||
Long term debt | 39,730 | 44,550 | ||||||||||||||
Notes Payable Two [Member] | Line of Credit Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 42,000 | |||||||||||||||
Line of credit facility, interest rate at period end | 11.50% | |||||||||||||||
Long-term line of credit | $ 40,103 | 39,261 | 40,103 | |||||||||||||
Notes Payable Three [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
shares issued | $ 0.004 | |||||||||||||||
Note discount | 31,531 | 31,531 | ||||||||||||||
Unamortized note discount | 31,531 | |||||||||||||||
Notes Payable Three [Member] | Unaffiliated Individual [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 250,000 | 44,424 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||
Long term debt | 205,576 | |||||||||||||||
Debt maturity date | Mar. 24, 2024 | |||||||||||||||
Loan payable weekly | $ 22,212 | |||||||||||||||
Secured debt | 250,000 | 250,000 | ||||||||||||||
Issuance of shares | 25 | |||||||||||||||
Stock issued, value | $ 135,000 | |||||||||||||||
Notes Payable Four [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | 922,096 | |||||||||||||||
Long term debt | 291,043 | |||||||||||||||
Note discount | 83,973 | |||||||||||||||
Debt principal amount | 586,750 | |||||||||||||||
Notes Payable Four [Member] | Unaffiliated Third Party [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Secured debt | 626,388 | 626,388 | ||||||||||||||
Note discount | 186,950 | 186,950 | ||||||||||||||
Unamortized note discount | 294,127 | 236,499 | ||||||||||||||
Lump sum payment received | 561,957 | 501,000 | ||||||||||||||
Receipts/ revenue amount payable | $ 798,456 | 597,500 | 798,456 | |||||||||||||
Notes Payable Four [Member] | Unaffiliated Third Party [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Loan payable weekly | 1,291 | |||||||||||||||
Notes Payable Four [Member] | Unaffiliated Third Party [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Loan payable weekly | $ 1,958 | |||||||||||||||
Notes Payable Four [Member] | Unaffiliated Third Party One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Note discount | 191,150 | |||||||||||||||
Notes Payable Five [Member] | Line of Credit Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 85,000 | |||||||||||||||
Line of credit facility, interest rate at period end | 19.32% | |||||||||||||||
Long-term line of credit | 62,857 | |||||||||||||||
Expiration date | Sep. 09, 2024 | |||||||||||||||
Minimum monthly payments | $ 5,572 | |||||||||||||||
Notes Payable Six [Member] | Line of Credit Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000 | |||||||||||||||
Line of credit facility, interest rate at period end | 35.90% | |||||||||||||||
Long-term line of credit | 77,968 | |||||||||||||||
Debt maturity date | Mar. 07, 2024 | |||||||||||||||
Notes Payable Seven [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 110,000 | |||||||||||||||
Debt maturity date | Jul. 31, 2023 | |||||||||||||||
Note discount | $ 10,000 | |||||||||||||||
Net proceeds of debt | 100,000 | |||||||||||||||
Notes Payable Eight [Member] | Revolving Credit Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 250,000 | 289,406 | $ 200,000 | $ 200,000 | $ 225,000 | |||||||||||
Issuance of shares | 28 | |||||||||||||||
shares issued | $ 0.0045 | |||||||||||||||
Stock issued, value | 126,000 | |||||||||||||||
Notes Payable Nine [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 16,206 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||
Debt maturity date | Dec. 31, 2023 | |||||||||||||||
Note discount | $ 10,000 | |||||||||||||||
Net proceeds of debt | $ 100,000 | |||||||||||||||
Notes Payable Nine [Member] | Line of Credit Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Long-term line of credit | $ 16,206 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Amortization of debt discount including interest expense | $ 631,542 | $ 702,675 | |
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest payable | 13,669 | $ 1,874 | |
Increase in accrued interest | 11,795 | ||
Amortization of debt discount including interest expense | 83,973 | $ 218,481 | |
Amortization of debt discount including interest expense | 201,150 | ||
Amortization of debt discount including interest expense | $ 335,658 |
SCHEDULE OF SECURED DEBENTURES
SCHEDULE OF SECURED DEBENTURES PAYABLE TO RELATED PARTY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Mast Hill Note | $ 1,044,072 | $ 988,035 |
Secured Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Less debt discount | (236,783) | (183,940) |
Secured debentures, net | 662,974 | 411,060 |
Secured Debentures [Member] | Mast Hill Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Mast Hill Note | 119,306 | 595,000 |
Secured Debentures [Member] | Mast Hill Note Two [Member] | ||
Short-Term Debt [Line Items] | ||
Mast Hill Note | 431,744 | |
Secured Debentures [Member] | Mast Hill Note Three [Member] | ||
Short-Term Debt [Line Items] | ||
Mast Hill Note | 230,000 | |
Secured Debentures [Member] | Mast Hill Note Four [Member] | ||
Short-Term Debt [Line Items] | ||
Mast Hill Note | 55,707 | |
Secured Debentures [Member] | Mast Hill Note Five [Member] | ||
Short-Term Debt [Line Items] | ||
Mast Hill Note | $ 63,000 |
SECURED CONVERTIBLE DEBENTURE_2
SECURED CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 10, 2023 | Jun. 14, 2023 | May 10, 2023 | Apr. 25, 2023 | Mar. 13, 2023 | Jul. 28, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||||
Total notes payable | $ 1,044,072 | $ 1,044,072 | $ 988,035 | ||||||||
Amortization of debt discount | 631,542 | $ 702,675 | |||||||||
Balance due under obligation | 960,099 | 960,099 | 769,554 | ||||||||
Gain loss on extinguishment of debt | (256,792) | $ (268,810) | (770,312) | $ (1,141,850) | |||||||
Debt discount | 83,973 | 83,973 | 218,481 | ||||||||
Mast Hill Fund L P Note Three [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized discount | 51,651 | 51,651 | |||||||||
Mast Hill Fund L P Note Four [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized discount | 12,429 | 12,429 | |||||||||
Mast Hill Fund L P Note Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Accrued interest | 67,569 | 67,569 | |||||||||
Mast Hill Fund L P Note Five [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized discount | 12,357 | 12,357 | |||||||||
Debt discount | 236,783 | 236,783 | |||||||||
Secured Debentures [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unamortized discount | 236,783 | 236,783 | 183,940 | ||||||||
Gain loss on extinguishment of debt | 513,520 | ||||||||||
Secured Debentures [Member] | Mast Hill Fund LP [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Total notes payable | $ 595,000 | ||||||||||
Aggregate debenture amount | 10% | ||||||||||
Debt maturity date | Jul. 28, 2023 | ||||||||||
Debt conversion price | $ 0.0045 | ||||||||||
Debt description | 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. | ||||||||||
Issuance of shares | 100,000,000 | ||||||||||
Warrant expiraition | Jul. 28, 2027 | ||||||||||
Debt conversion price | $ 0.0045 | ||||||||||
Fair value of warrant | $ 223,000 | ||||||||||
Original issue discount | 92,325 | ||||||||||
Aggregate debenture amount | $ 315,325 | 119,306 | 119,306 | ||||||||
Unamortized discount | 15,333 | 15,333 | 183,940 | ||||||||
Amortization of debt discount | 168,607 | ||||||||||
Balance due under obligation | $ 595,000 | ||||||||||
Debt principal | 475,694 | ||||||||||
Number of shares issued | 239,500,000 | ||||||||||
Fair value of debt insturment | $ 1,075,355 | ||||||||||
Secured Debentures [Member] | Mast Hill Fund L P Note Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Total notes payable | $ 475,000 | ||||||||||
Aggregate debenture amount | 10% | ||||||||||
Debt conversion price | $ 0.0045 | ||||||||||
Issuance of shares | 80,000,000 | ||||||||||
Debt conversion price | $ 0.0045 | ||||||||||
Fair value of warrant | $ 150,000 | ||||||||||
Original issue discount | 74,000 | ||||||||||
Aggregate debenture amount | 224,000 | ||||||||||
Unamortized discount | 145,013 | 145,013 | |||||||||
Amortization of debt discount | 78,987 | ||||||||||
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. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments | ||||||||||
Principal payment | 43,256 | 43,256 | |||||||||
Outstanding loan amount | 431,744 | 431,744 | |||||||||
Secured Debentures [Member] | Mast Hill Fund L P Note Three [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Total notes payable | $ 230,000 | ||||||||||
Aggregate debenture amount | 10% | ||||||||||
Debt conversion price | $ 0.0040 | ||||||||||
Issuance of shares | 43,600,000 | ||||||||||
Debt conversion price | $ 0.0040 | ||||||||||
Fair value of warrant | $ 56,000 | ||||||||||
Original issue discount | 28,000 | ||||||||||
Aggregate debenture amount | 84,300 | 230,000 | 230,000 | ||||||||
Unamortized discount | 32,649 | 32,649 | |||||||||
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. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments | ||||||||||
Secured Debentures [Member] | Mast Hill Fund L P Note Four [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Total notes payable | $ 55,706 | ||||||||||
Aggregate debenture amount | 10% | ||||||||||
Debt conversion price | $ 0.0040 | ||||||||||
Issuance of shares | 20,900,000 | ||||||||||
Debt conversion price | $ 0.0040 | ||||||||||
Fair value of warrant | $ 19,000 | ||||||||||
Original issue discount | 8,457 | ||||||||||
Aggregate debenture amount | 27,457 | 55,707 | 55,707 | ||||||||
Amortization of debt discount | 15,028 | ||||||||||
Administrative fees | $ 750 | ||||||||||
Debt redemption description | Further, commencing on July 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 July 10, 2023 for the cases sold during the month of March, 2023. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments | ||||||||||
Secured Debentures [Member] | Mast Hill Fund L P Note Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Total notes payable | $ 63,000 | ||||||||||
Aggregate debenture amount | 12% | ||||||||||
Debt conversion price | $ 0.0030 | ||||||||||
Issuance of shares | 28,600,000 | ||||||||||
Debt conversion price | $ 0.0030 | ||||||||||
Fair value of warrant | $ 8,580 | ||||||||||
Original issue discount | 4,390 | ||||||||||
Aggregate debenture amount | 12,970 | 63,000 | 63,000 | ||||||||
Unamortized discount | 613 | 613 | 183,940 | ||||||||
Administrative fees | $ 1,000 | ||||||||||
Debt redemption description | Further, commencing on July 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 July 10, 2023 for the cases sold during the month of March, 2023. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments | ||||||||||
Issuance of secured debentures | 348,727 | 348,727 | |||||||||
Interest expense | 295,884 | ||||||||||
Convertible Notes Payable [Member] | Mast Hill Fund L P Note Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Accrued interest | $ 19,121 | 19,121 | $ 25,756 | ||||||||
Additional accrued interest | $ 60,934 |
ACQUISITION OBLIGATION (Details
ACQUISITION OBLIGATION (Details Narrative) - S And S Beverage Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 21, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 10, 2021 | |
Business Acquisition [Line Items] | ||||
Stock issued for acquisition | 9,000,000 | |||
Stock issued for acquisition, value | $ 243,000 | |||
Business combination consideration transferred | 1,050,000 | |||
Acquisition payments closed | 400,000 | |||
Share price | $ 2 | |||
Note payable acquisition | $ 652,788 | $ 659,550 | ||
Payments to acquire businesses gross | $ 6,762 | |||
Plan Of Merger S And S [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination contingent consideration asset | $ 89,249 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Lease Liabilities | ||
2023 (remaining) | $ 57,521 | |
2024 | 197,491 | |
2025 | 170,059 | |
2026 | 113,790 | |
2027 and thereafter | ||
Total payments | 538,861 | |
Less: Amount representing interest | (63,804) | |
Present value of net minimum lease payments | 475,057 | |
Less: Current portion | (178,074) | $ (209,685) |
Non-current portion | $ 296,983 | $ 629,197 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 1 Months Ended | 9 Months Ended | ||||
Jun. 01, 2023 USD ($) | Mar. 17, 2020 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability | $ 261,125 | $ 821,058 | ||||
Operating leases | 5,594 | $ 3,798 | ||||
Lease costs | 136,726 | 152,841 | ||||
Right of use assets | 434,402 | 762,464 | ||||
Amortization of ROU assets | 79,792 | $ 143,320 | ||||
Lease liabilities | 475,057 | 838,882 | ||||
Finance lease liabilities | 17,824 | |||||
Operating lease payments | 97,106 | |||||
Operating lease, liability, current | 178,074 | 209,685 | ||||
Operating lease liability, noncurrent | $ 296,983 | 629,197 | ||||
Operating lease, weighted average remaining lease term | 1 year 6 months | |||||
Finance lease, weighted average remaining lease term | 3 years 9 months 21 days | |||||
Minimum [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, weighted average discount rate, percent | 10% | |||||
Maximum [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Finance lease, weighted average discount rate, percent | 2.09% | |||||
Lease Agreement [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease asset and liability | $ 248,270 | |||||
Finance lease description | 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 | |||||
Operating leases | $ 676 | |||||
Right of use assets | 434,402 | $ 762,464 | ||||
Amortization of ROU assets | $ 79,792 | |||||
Corporate Office And Warehouse [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of land | ft² | 4,500 | |||||
Lease expires | May 31, 2023 | |||||
Rent lease percentage | 3% | |||||
Base rent | $ 4,628 | |||||
Warehouse And Main Distribution Hub [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of land | ft² | 30,000 | |||||
Lease expires | Aug. 01, 2026 | |||||
Rent lease percentage | 2% | |||||
Lease term | 63 months | |||||
Monthly rent payments | $ 10,200 | |||||
Distribution Hub [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of land | ft² | 10,000 | |||||
Rent lease percentage | 10% | 1.50% | ||||
Lease term | 62 months | |||||
Operating lease expense | $ 7,261 | |||||
Operating lease asset and liability | $ 248,270 | $ 345,649 | ||||
Deposits | 7,500 | |||||
Operating lease liability | 261,125 | |||||
Gain loss on termination of lease | $ 9,601 | |||||
Debt outstanding amount | $ 16,206 | |||||
Interest rate | 8% | |||||
Maturity date | Dec. 31, 2023 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Aug. 08, 2023 | Jun. 14, 2023 | Apr. 25, 2023 | Mar. 30, 2023 | Mar. 13, 2023 | Feb. 16, 2023 | Jul. 08, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 13, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred stock shares outstanding | 989,000 | 989,000 | 988,000 | ||||||||||
Preferred Stock, shares authorized | 5,702,000 | 5,702,000 | 5,702,000 | ||||||||||
Preferred stock shares issued | 989,000 | 989,000 | 988,000 | ||||||||||
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 | 2,382,423,530 | 2,382,423,530 | 2,000,276,378 | ||||||||||
Common stock, shares outstanding | 2,382,423,530 | 2,382,423,530 | 2,000,276,378 | ||||||||||
Financing costs | $ 5,173 | $ 294,173 | $ 260,000 | ||||||||||
extinguishment of debt | $ (256,792) | $ (268,810) | (770,312) | (1,141,850) | |||||||||
Share issued, amount | $ 135,000 | ||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share issued, amount | $ 78,673 | ||||||||||||
Share issued price per share | $ 0.0011 | $ 0.0011 | |||||||||||
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 | |||||||||||
Share issued, amount | $ 78,673 | ||||||||||||
Share issued price per share | 0.0011 | $ 0.0011 | |||||||||||
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 | ||||||||||||
Issued and outstanding shares percentage | 4.99% | ||||||||||||
Fair value of warrant | $ 163,000 | ||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 17,482,973 | ||||||||||||
2023 Equity Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 17,482,973 | ||||||||||||
Convertible Secured Debentures [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price | $ 0.0024 | $ 0.0024 | $ 0.0028 | $ 0.0044 | |||||||||
extinguishment of debt | $ 654,450 | ||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 28,600,000 | 20,889,945 | 43,600,000 | 80,000,000 | |||||||||
Warrant exercise price | $ 0.0030 | $ 0.0030 | $ 0.0040 | $ 0.0045 | |||||||||
Fair value of warrant | $ 8,580 | $ 37,000 | $ 89,000 | $ 285,000 | |||||||||
Convertible Secured Debentures [Member] | 2023 Equity Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price | $ 0.0044 | $ 0.0026 | $ 0.0026 | ||||||||||
Class of warrant or right, number of securities called by warrants or rights | 56,000,000 | 2,916,112 | 2,916,112 | ||||||||||
Warrant exercise price | $ 0.0045 | $ 0.0043 | $ 0.0043 | ||||||||||
Fair value of warrant | $ 165,000 | $ 5,269 | |||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued upon conversion of debt | 70,000,000 | 97,335,291 | 269,500,000 | 775,748,690 | |||||||||
Shares issued upon financing cost | 28,000,000 | ||||||||||||
Financing costs | $ 126,000 | ||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 67,164,179 | 67,164,179 | |||||||||||
Shares issued | 25,000,000 | ||||||||||||
Share issued, amount | $ 250 | ||||||||||||
Common Stock [Member] | Convertible Secured Debentures [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion, amount | $ 1,212,750 | ||||||||||||
Debt outstanding amount | $ 493,366 | 493,366 | |||||||||||
Interest payable current | $ 60,934 | $ 60,934 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0020 | $ 0.0020 | |||||||||||
Minimum [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 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred stock shares outstanding | 0 | 0 | 0 | ||||||||||
Preferred Stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
Preferred stock shares issued | 0 | 0 | 0 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred stock shares outstanding | 488,000 | 488,000 | 488,000 | ||||||||||
Preferred Stock, shares authorized | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||
Preferred stock shares issued | 488,000 | 488,000 | 488,000 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock shares outstanding | 1,000 | 1,000 | 0 | ||||||||||
Preferred stock shares issued | 1,000 | 1,000 | 0 | ||||||||||
Share price | $ 0.00001 | ||||||||||||
Equity description | 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”) | ||||||||||||
Shares issued | 1,000 | ||||||||||||
Share issued, amount | $ 185,000 | ||||||||||||
Series C Preferred Stock [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, shares authorized | 250 | ||||||||||||
Series C Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, shares authorized | 2,000 | ||||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred stock shares outstanding | 500,000 | 500,000 | 500,000 | ||||||||||
Preferred Stock, shares authorized | 500,000 | 500,000 | 500,000 | ||||||||||
Preferred stock shares issued | 500,000 | 500,000 | 500,000 | ||||||||||
Shares issued upon conversion of debt | 1,000 |
SCHEDULE OF SUMMARY OF WARRANTS
SCHEDULE OF SUMMARY OF WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 278,333,333 |
Number of Warrants Outstanding, Beginning | $ / shares | $ 0.0223 |
Number of Warrants Outstanding, Granted | shares | 257,689,945 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.0038 |
Number of Warrants Outstanding, Exercised | shares | (67,164,179) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.0149 |
Number of Warrants Outstanding, Forfeited/Cancelled | shares | (20,000,000) |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | |
Number of Warrants Outstanding, Ending | shares | 448,859,099 |
Number of Warrants Outstanding, Ending | $ / shares | $ 0.0137 |
Number of Warrants Exercisable, Ending | shares | 448,859,099 |
Weighted Average Exercise Price Exercisable, Ending | $ / shares | $ 0.0137 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants Outstanding Shares | 448,859,099 | 278,333,333 |
Warrants Outstanding Life (Years) | 3 years 2 months 1 day | |
Warrants Outstanding Weighted Average Exercise Price | $ 0.0146 | |
Warrants Exercisable Shares | 448,859,099 | |
Warrants Exercisable Weighted Average Exercise Price | $ 0.0146 | |
Warrant One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants Outstanding Shares | 290,525,766 | |
Warrants Outstanding Life (Years) | 4 years 5 months 26 days | |
Warrants Outstanding Weighted Average Exercise Price | $ 0.0043 | |
Warrants Exercisable Shares | 290,525,766 | |
Warrants Exercisable Weighted Average Exercise Price | $ 0.0043 | |
Warrant One [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants Outstanding Exercise Price Per Share | 0.0030 | |
Warrant One [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants Outstanding Exercise Price Per Share | 0.0048 | |
Warrant Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants Outstanding Exercise Price Per Share | $ 0.03 | |
Warrants Outstanding Shares | 158,333,333 | |
Warrants Outstanding Life (Years) | 1 year 3 days | |
Warrants Outstanding Weighted Average Exercise Price | $ 0.03 | |
Warrants Exercisable Shares | 158,333,333 | |
Warrants Exercisable Weighted Average Exercise Price | $ 0.03 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | |||||||||||||||
Aug. 08, 2023 | Jun. 14, 2023 | Apr. 25, 2023 | Mar. 30, 2023 | Mar. 13, 2023 | Feb. 16, 2023 | Dec. 31, 2019 | Jul. 31, 2019 | Apr. 19, 2018 | Dec. 01, 2016 | May 16, 2016 | Mar. 02, 2016 | Oct. 28, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 13, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Employement agreement description | Immediately, Mr. Clark decided to defer receipt of 80,000,000 of such shares; thus leaving 120,000,000 shares of the Common Stock to be issued to him | |||||||||||||||
Common stock issued with note payable recorded as debt discount | $ 135,000 | |||||||||||||||
Fair market value | $ 0.0022 | |||||||||||||||
Convertible Secured Debentures [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Fair value of warrant | $ 8,580 | $ 37,000 | $ 89,000 | $ 285,000 | ||||||||||||
Warrants to purchase shares | 28,600,000 | 20,889,945 | 43,600,000 | 80,000,000 | ||||||||||||
Warrant exercise price | $ 0.0030 | $ 0.0030 | $ 0.0040 | $ 0.0045 | ||||||||||||
Fair value of warrant share value | $ 0.0024 | $ 0.0024 | $ 0.0028 | $ 0.0044 | ||||||||||||
Expected term | 3 years | 3 years | 3 years | 3 years | ||||||||||||
Fair value volatility rate | 232% | 232% | 233% | 257% | ||||||||||||
Fair value dividend rate | 0% | 0% | 0% | 0% | ||||||||||||
Fair value interest rate | 4.37% | 4.37% | 3.62% | 3.88% | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Common stock issued with note payable recorded as debt discount, shares | 1,000 | |||||||||||||||
Common stock issued with note payable recorded as debt discount | $ 185,000 | |||||||||||||||
Fair value of warrant share value | $ 0.00001 | |||||||||||||||
2023 Equity Purchase Agreement [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Common stock issued with note payable recorded as debt discount | $ 78,673 | |||||||||||||||
Fair value of warrant | 163,000 | |||||||||||||||
Warrants to purchase shares | 56,000,000 | 56,000,000 | ||||||||||||||
Warrant exercise price | $ 0.0045 | |||||||||||||||
2023 Equity Purchase Agreement [Member] | Convertible Secured Debentures [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Fair value of warrant | $ 165,000 | $ 5,269 | ||||||||||||||
Warrants to purchase shares | 56,000,000 | 2,916,112 | ||||||||||||||
Warrant exercise price | $ 0.0045 | $ 0.0043 | ||||||||||||||
Fair value of warrant share value | $ 0.0044 | $ 0.0026 | ||||||||||||||
Expected term | 3 years | |||||||||||||||
Fair value volatility rate | 257% | 225% | ||||||||||||||
Fair value dividend rate | 0% | 0% | ||||||||||||||
Fair value interest rate | 3.88% | 3.28% | ||||||||||||||
Robert Clark [Member] | Employment Agreement [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 200,000,000 | |||||||||||||||
Common stock issued with note payable recorded as debt discount, shares | 120,000,000 | 50,000,000 | 40,000,000 | 30,000,000 | ||||||||||||
Number of shares were cancelled and returned | 50,000,000 | 40,000,000 | ||||||||||||||
Number of shares reissued | 169,999,860 | |||||||||||||||
Stock reissued during period, value | $ 1,386,497 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Mast Hill Fund LP [Member] | Oct. 01, 2023 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Number of shares converted | shares | 136,250,000 |
Number of shares converted, value | $ 127,121 |
Accrued interest | $ 17,029 |
Conversion price | $ / shares | $ 0.00108 |