Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 12, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-13126 | ||
Entity Registrant Name | FOMO CORP | ||
Entity Central Index Key | 0000867028 | ||
Entity Tax Identification Number | 83-3889101 | ||
Entity Incorporation, State or Country Code | CA | ||
Entity Address, Address Line One | 1 E Erie St | ||
Entity Address, Address Line Two | Ste 525 Unit #2250 | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60611 | ||
City Area Code | 630 | ||
Local Phone Number | 286-9560 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,988,248 | ||
Entity Common Stock, Shares Outstanding | 7,939,754,800 | ||
Documents Incorporated by Reference | None | ||
Auditor Firm ID | 6285 | 5036 | |
Auditor Name | Boyle CPA, LLC | Assurance Dimensions | |
Auditor Location | Bayville, NJ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 94,224 | $ 12,069 |
Accounts receivable, net | 36,790 | 20,859 |
Loan to related party | 53,732 | |
Inventory, net | 8,114 | |
Prepaid expense | 223 | 910 |
Total current assets | 193,083 | 33,838 |
Other assets: | ||
Investments | 765,463 | 168,000 |
Intangible assets | 206,250 | |
Goodwill | 596,906 | |
Total other assets | 765,463 | 971,156 |
Total assets | 958,546 | 1,004,994 |
Current liabilities | ||
Accounts payable | 14,626 | 63,291 |
Accrued interest on loans payable | 9,891 | 24,945 |
Customer deposit | 11,100 | 5,614 |
Sales tax payable | 15,600 | |
Loan payable related party | 22,714 | 3,574 |
Convertible loans payable due to non-related parties, net | 89,305 | 226,186 |
PPP loan | 11,593 | |
Derivative liabilities convertible debt | 330,294 | 834,230 |
Derivative liabilities warrants | 775,243 | 0 |
Total current liabilities | 1,268,773 | 1,169,433 |
Total liabilities | 1,268,773 | 1,169,433 |
Stockholders’ deficit | ||
Common stock; no par value authorized: 20,000,000,000 shares at December 31, 2021 and 2020, respectively: issued and outstanding 7,177,931,757 and 4,713,543,121 at December 31, 2021 and 2020, respectively | 8,631,776 | 4,232,960 |
Preferred stock, value | 1,200 | 846 |
Additional paid-in-capital | 11,301,942 | 3,139,400 |
Accumulated deficit | (20,245,145) | (7,662,645) |
Common stock issuable | 125,000 | |
Total stockholders’ deficit | (310,227) | (164,439) |
Total liabilities and stockholders’ deficit | 958,546 | 1,004,994 |
Preferred Class A [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | 575 | 300 |
Preferred Class B [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | 525 | 446 |
Preferred class C [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | $ 100 | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares, issued | 7,177,931,757 | 4,713,543,121 |
Common stock, shares, outstanding | 7,177,931,757 | 4,713,543,121 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 78,000,000 | 78,000,000 |
Preferred stock, shares issued | 5,750,000 | 3,000,000 |
Preferred stock, shares outstanding | 5,750,000 | 3,000,000 |
Dividend percentage | 1.00% | 1.00% |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 5,249,982 | 4,463,815 |
Preferred stock, shares outstanding | 5,249,982 | 4,463,815 |
Dividend percentage | 1.00% | 1.00% |
Preferred class C [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Dividend percentage | 1.00% | 1.00% |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Operating revenue | $ 657,136 | $ 92,114 |
Cost of revenue | 539,308 | 88,354 |
Gross profit | 117,828 | 3,760 |
Operating expenses: | ||
Loss on impairment | 5,353,118 | |
General and administrative | 5,987,666 | 1,602,046 |
Total operating expenses | 11,340,784 | 1,602,046 |
Loss from operations | (11,222,956) | (1,598,286) |
Other income (expenses) | ||
Interest expense | (816,246) | (165,821) |
Loan forgiveness | 11,593 | |
Unrealized loss on investments | (435,037) | (21,000) |
Loss on debt conversion | (475,199) | |
Loss on non-refundable deposit for business | (449,279) | |
Initial derivative expense | (878,263) | 89,447 |
Change in fair value of derivative liability-convertible debt | 393,465 | 58,941 |
Change in fair value of derivative liability-warrants | 1,289,422 | |
Total other expenses | (1,359,544) | (38,433) |
Loss before income taxes | (12,582,500) | (1,636,719) |
Net loss | $ (12,582,500) | $ (1,636,719) |
Net loss per share, basic and diluted | $ 0 | $ 0 |
Weighted average common equivalent share outstanding, basic and diluted | 15,511,004,083 | 10,041,929,549 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member]Preferred Class A [Member] | Preferred Stock [Member]Preferred Class B [Member] | Preferred Stock [Member]Preferred class C [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Preferred Class B [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 3,800,405 | $ 300 | $ 40 | $ 100 | $ 125,000 | $ 858,218 | $ (6,025,926) | $ (1,241,863) | |
Beginning balance, shares at Dec. 31, 2019 | 1,777,195,805 | 3,000,000 | 400,000 | 1,000,000 | |||||
Conversion of convertible debt | $ 432,555 | 213,901 | 646,456 | ||||||
Conversion of convertible debt, shares | 2,936,347,316 | ||||||||
Stock issued for loan cost | $ 196 | 355,331 | 355,527 | ||||||
Stock issued for loan cost, shares | 1,963,815 | ||||||||
Preferred CL B Stock issued for acquisition of Purge Virus LLC | $ 200 | 799,800 | 800,000 | ||||||
Preferred CL B Stock issued for acquisition of Purge Virus LLC, shares | 2,000,000 | ||||||||
Issue of common shares for cash | $ 10 | 49,990 | 50,000 | ||||||
Issue of common shares for cash, shares | 100,000 | ||||||||
Warrants issued for services | 862,160 | 862,160 | |||||||
Net loss | (1,636,719) | (1,636,719) | |||||||
Ending balance at Dec. 31, 2020 | $ 4,232,960 | $ 300 | $ 446 | $ 100 | 125,000 | 3,139,400 | (7,662,645) | (164,439) | |
Ending balance, shares at Dec. 31, 2020 | 4,713,543,121 | 3,000,000 | 4,463,815 | 1,000,000 | |||||
Conversion of convertible debt | $ 2,822,118 | 2,822,118 | |||||||
Conversion of convertible debt, shares | 1,396,567,128 | ||||||||
Stock issued for loan cost | $ 20,000 | 20,000 | |||||||
Stock issued for loan cost, shares | 10,000,000 | ||||||||
Preferred CL B Stock issued for acquisition of Purge Virus LLC, shares | 375,000 | ||||||||
Issue of common shares for cash | $ 1,000,000 | 1,000,000 | |||||||
Issue of common shares for cash, shares | 527,500,000 | ||||||||
Net loss | (12,582,500) | (12,582,500) | |||||||
Issue of preferred A shares for cash | $ 275 | 274,725 | 275,000 | ||||||
Issue of preferred A shares for cash, shares | 2,750,000 | ||||||||
Issue of preferred B shares as non-refundable deposit to acquire business | $ 18 | 449,261 | 449,279 | ||||||
Issue of preferred A shares as non-refundable deposit to acquire business, shares | 175,000 | ||||||||
Issue of preferred B shares to acquire assets | $ 38 | 4,549,962 | 4,550,000 | ||||||
Issue of preferred B shares to acquire assets, shares | 375,000 | ||||||||
Issue of preferred B shares for services | $ 57 | 1,765,957 | 1,766,014 | ||||||
Issue of preferred B shares for services, shares | 571,167 | ||||||||
Conversion of preferred series B shares to common shares | $ 34 | $ (34) | |||||||
Conversion of preferred series B shares to common shares, shares | 335,000,000 | (335,000) | |||||||
Common shares issued for services | $ 556,664 | 556,664 | |||||||
Common shares issued for services, shares | 195,321,508 | ||||||||
Warrants | 997,637 | 997,637 | |||||||
Cancel Common stock issuable | (125,000) | 125,000 | |||||||
Ending balance at Dec. 31, 2021 | $ 8,631,776 | $ 575 | $ 525 | $ 100 | $ 11,301,942 | $ (20,245,145) | $ (310,227) | ||
Ending balance, shares at Dec. 31, 2021 | 7,177,931,757 | 5,750,000 | 5,249,982 | 1,000,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows provided by (used for) operating activities: | ||
Net loss | $ (12,582,500) | $ (1,636,719) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Stock based compensation | 1,495,911 | |
Depreciation, depletion and amortization | 37 | |
Amortization of debt discount | 481,555 | |
Bad debt expense | 18,992 | |
Loss on debt extinguishment | 475,199 | |
PPP loan forgiveness | (11,593) | |
Impairment loss | 5,353,118 | 21,000 |
Warrants issued for stockholder relations | 2,064,665 | |
Warrants issued for services | 997,637 | |
Preferred B shares issued for services | 1,766,014 | |
Common shares issued for services | 556,664 | |
Loss (gain) on debt settlement | 25,911 | |
Initial derivative expense | 878,263 | |
Realized and unrealized loss on investment | 435,037 | |
Loss on non-refundable deposit for business | 449,279 | |
Change in fair value of derivative liability-convertible debt | (393,465) | (58,941) |
Change in fair value of derivative liability-warrants | (1,289,422) | |
Decrease (increase in operating assets | ||
Deposits | 21,946 | |
Accounts receivable | (34,923) | |
Prepaid expenses | 687 | |
Inventory | (8,114) | |
Increase(decrease) in operating liabilities | ||
Accounts payable | (48,665) | 56,845 |
Customer deposits | 5,486 | |
Sales tax payable | 546 | |
Accrued officers Salary | (61,565) | |
Total adjustments | 11,696,997 | 1,501,107 |
Net cash used for operating activities | (885,503) | (135,612) |
Cash flows provided by (used for) Investing activities | ||
Purchase of investments | (1,032,500) | |
Loan made to related party | (53,732) | |
Net cash used for investing activities | (1,086,232) | |
Cash flows provided by (used for) Financing activities | ||
Proceeds of convertible notes | 874,750 | |
Prepayment of convertible note in cash | (115,000) | 115,000 |
Proceeds of related party loan | 19,140 | 3,574 |
Proceeds from CARES Act PPP loan | 11,593 | |
Issuance of preferred A shares for cash | 275,000 | |
Proceeds of cash from subsidiary | 17,451 | |
Issuance of common shares for cash | 1,000,000 | |
Net cash provided by (used for) financing activities | 2,053,890 | 147,618 |
Net (decrease) increase in cash | 82,155 | 12,006 |
Cash, beginning of period | 12,069 | 63 |
Cash, end of period | 94,224 | 12,069 |
Supplemental disclosure of cash flow information | ||
Stock issued for debt | 20,000 | |
Issuance of Preferred B shares to acquire businesses | 4,550,000 | |
Initial derivative recorded as debt | 874,750 | |
Conversion of preferred B shares to common | 34 | |
Common stock issued for debt | $ 2,822,118 | $ 761,456 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND ORGANIZATION | Note 1 – BASIS OF PRESENTATION AND ORGANIZATION FOMO CORP. previously known as “2050 Motors, Inc.” (“the Company”) is the successor to an entity incorporated on April 22, 1986 in the state of California. 2050 Motors, Inc., the Company’s sole operating subsidiary from 2014-2019, was incorporated on October 9, 2012 in the state of Nevada to import, market, and sell electric cars manufactured in China. In 2019, management dissolved the Company’s Nevada subsidiary as the electric vehicle (“EV”) strategies had failed. Meanwhile, the Company incubated an internet business targeting the Cannabis market www.kanab.club Corporate Actions On October 19, 2020, FOMO CORP purchased Purge Virus, LLC and consequently entered the viral disinfection market. On November 17, 2020, an application was submitted to FINRA to change the name and ticker symbol from 2050 Motors and ETFM to FOMO CORP. and FOMO, respectively. Subsequently, FINRA stated that the “FOMO” ticker symbol was no longer available, and a new ticker symbol was requested. On May, 18 2021, FOMO CORP. (“FOMO”) incorporated FOMO ADVISORS LLC, a Wyoming limited liability company, as a wholly owned private merchant banking subsidiary. FOMO ADVISORS LLC intends to assist private companies in accessing the capital markets through “pass through” investments that allow investors to gain liquidity, while benefiting from direct exposure to private company growth through derivative instruments or other rights. The subsidiary is engaging with strategic targets to introduce them to its network of financial and strategic contacts, provide them management consulting, and create a portfolio of technology investments for future incubation, capital formation, and wealth creation. The Company is currently evaluating its corporate development pipeline and has identified a number of candidates for this capital formation model, though there can be no assurances. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries, IAQ Technologies LLC(formerly known as Purge Virus, LLC) and EIC of Wyoming LLC. All material intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. Significant estimates include the recoverability of long-term assets, the valuation of derivative liabilities, allowance for doubtful accounts, valuation of deferred tax assets and estimates of fair market value of investments. Cash Cash consists of deposits in one large national bank. On December 31, 2021 and December 31, 2020, respectively, the Company had $ 94,225 12,069 Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets. The Company’s investment in Mobicard Inc., see Note 4, is actively traded on the pink sheets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. We have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of December 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 Assets Investments $ 765,463 $ 740,463 - $ 25,000 Total assets measured at fair value $ 765,463 $ 740,463 - $ 25,000 Liabilities Derivative liability $ 1,105,537 - - $ 1,105,537 Total liabilities measured at fair value $ 1,105,537 - - $ 1,105,537 Assets and liabilities measured at fair value are as follows as of December 31, 2020: Total Level 1 Level 2 Level 4 Assets Investments $ 168,000 $ 168,000 - - Total assets measured at fair value $ 168,000 $ 168,000 - - Liabilities Derivative liability $ 834,230 - - $ 834,230 Total liabilities measured at fair value $ 834,230 - - $ 834,230 Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2021 and 2020, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. Dilutive Securities Calculation SCHEDULE OF DILUTIVE SECURITIES CALCULATION Conversion 2021 Conversion 2020 Common shares outstanding 7,177,931,757 4,713,543,121 Preferred A shares 5,750,000 1 to 50 287,500,000 3,000,000 1 to 50 150,000,000 Preferred B shares 5,249,982 1 to 1000 5,249,982,000 4,463,815 1 to 1000 4,463,815,000 Preferred C shares 1,000,000 1 to 1 1,000,000 1,000,000 1 to 1 1,000,000 12,716,413,757 9,328,358,121 Warrants 1,982,113,095 1 to 1 1,982,113,095 713,571,428 1 to 1 713,571,428 14,698,268,852 10,041,929,549 Convertible loans 812,477,231 - 15,511,004,083 10,041,929,549 Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. On December 31, 2021 and December 31, 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 31, 2020 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2021 and 2020, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability-convertible debt as of December 31, 2021 and 2020 of $ 330,294 and $ 834,230 , respectively. The Company recorded a derivative liability-warrants as of December 31, 2021 and 2020 of $ 775,243 0 Convertible Instruments The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2020 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of December 31, 2021 and 2020 was $ 18,992 0 Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 “Revenue from Contracts with Customers.” The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling or marketing expense. Provisions for customer volume rebates are based on achieving a certain level of purchases and other performance criteria that are established on a situation basis. These rebates are estimated based on the expected amount to be provided to the customers and are recognized as a reduction of revenue. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Additionally, for any agreements which are 1 year or less, the practical expedient under ASC 340-40-25-4 is applied to expense costs when incurred if the amortization period of the contract asset would have otherwise been recognized in one year or less. Sales taxes and other similar taxes are excluded from revenue. The revenue for the year ended December 31, 2021 and 2020 is made up of the sale of clean air technology products. All of the revenue is in the United States of America. Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter. Recently Issued Accounting Pronouncements In December 2019, the FASB issued an update within the scope of Topic 740, Income Taxes. The update simplifies the accounting for income taxes by removing certain exceptions to the general principles within the Topic and improves consistent application of and simplifies GAAP for other areas by clarifying and amending existing guidance. The amendments in this update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued the update Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the estimation of credit losses from an “incurred loss” methodology to one that reflects “expected credit losses” (the Current Expected Credit Loss model, or CECL) which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Measurement under CECL is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect collectability of reported amounts. The amendments in the update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company continues to evaluate the impact, if any, the implementation of the CECL model will have on our financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | Note 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $ 20,245,145 as of December 31, 2021. The Company also had negative working capital of $ 1,075,690 on December 31, 2021, and had net losses of $ 12,582,500 and cash used in operations of $ 885,503 . To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | Note 4 - INVESTMENTS During the year ended December 31, 2019, the Company issued 400,000 share of preferred class B stock in exchange for 210,000,000 shares of Peer-to-Peer Inc (PTOP). The shares were valued at the market price of $ 0.0023 per share, or $ 483,000 , at the acquisition date. The shares are valued at the market price at December 31, 2021 and 2020 of $ 0.00070 and $ 0.000741 per share for a total investment of $ 147,000 and $ 155,780, respectively . During the year ended December 31, 2019, the Company received 1,000,000 shares of KANAB CORP. for consulting services provided by the Company’s CEO, Vikram Grover. The shares were valued at $ 0.0122 per share or $ 12,220 at the acquisition date. On July 31, 2021 the Company transferred the shares to Himalaya Technologies Inc (HMLA) for 150,000 shares of the preferred B stock in HMLA 12,220 12,220 On October 4, 2021, the Company invested $ 25,000 25,000 1.00 In the first quarter of 2021, the Company’s Chief Executive Officer assigned his investment brokerage account with Interactive Brokers to the Company. The Company subsequently invested $ 1,007,500 581,243 The total investments on the balance sheet at December 31, 2021 was as follows: SCHEDULE OF INVESTMENTS Investments December 31, 2021 2021 2020 Investment in Securities $ 581,243 $ - Investment Himalaya Technologies Inc (HMLA) 12,220 - Investment Kanab Corp - 12,220 Investment in Peer to Peer Inc (PTOP) 147,000 155,780 Investment in GENBIO Inc 25,000 - Total investments $ 765,463 $ 168,000 |
LOANS DUE FROM_TO RELATED PARTI
LOANS DUE FROM/TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS DUE FROM/TO RELATED PARTIES | Note 5 – LOANS DUE FROM/TO RELATED PARTIES As of December 31, 2021 and 2020, the Company subsidiary’s former chief executive officer had an outstanding balance of $ 5,168 and $ 3,574 . The loan is non-interest bearing and due on demand. The Company uses a credit card owned by the Company’s Chief Executive Officer(CEO). The Company accounts for the transactions charged on this card as a loan payable to the CEO. The credit card is used exclusively for Company business and is paid with Company funds. The outstanding balance at December 31, 2021 was $ 17,546 . The total loan payable to related party at December 31, 2021 and 2020 was $ 22,714 3,574 During the year ended December 31, 2021, the Company loaned a related party $ 53,732 |
CONVERTIBLE LOANS PAYABLES
CONVERTIBLE LOANS PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS PAYABLES | Note 6 - CONVERTIBLE LOANS PAYABLES The Company had convertible note payables with three third parties with stated interest rates ranging between 10 % and 12 % and 22 % default interest not including penalties. At December 31, 2021, none of the loans were in default, The loans had a one-year maturity date. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying consolidated financial statements. As of December 31, 2021, the Company had the following third-party convertible notes outstanding: SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity Amount Interest Note GS Capital 6/25/2021 6/25/2022 55,000 10 % Note GS Capital 10/19/2021 10/19/2022 325,000 10 % Note Power Up Lending 9/20/2021 9/20/2022 43,750 12 % Note Sixth Street Lending 10/20/2021 10/20/2022 78,750 12 % Total $ 502,500 Less Discount (413,195 ) Net $ 89,305 As of December 31, 2020, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note Auctus 10/28/20 10/28/21 115,000 10.0 % Note #8* Power Up 10 03/08/19 01/15/20 9,000 10.0 % Note #10* Tri-Bridge 3/15/19 9/15/19 2,286 10.0 % Note #11* Power Up 11 7/9/19 4/30/20 35,000 12.0 % Note #12* GS Capital 9/6/19 9/6/20 28,900 12.0 % Note #13* GS Capital 11/21/19 11/21/20 18,000 12.0 % Note #14* Power Up 11/21/19 11/21/20 18,000 12.0 % Total $ 226,186 less discount 0 Net $ 226,186 * Note was in default at December 31, 2020. During the year ended December 31, 2020, third-party lenders converted $ 646,456 2,936,347,316 shares of common stock. During the year ended December 31, 2021, third-party lenders converted $ 2,822,118 of principal, interest and penalties into 1,396,567,128 shares of common stock. This resulted in a loss of $ 475,199 . The Company amortized a debt discount of $ 481,555 and $ 0 respectively, during the years ended December 31, 2021 and 2020, respectively. On October 28, 2020, a third-party lender funded the Company $ 115,000 in a 12 % convertible debenture due October 28, 2021 . The transaction netted the Company $ 98,000 after original issue discount (OID) of $ 15,000 and placement agent fees of $ 2,000 . During the year ended December 31, 2021 was paid off with proceeds from a new loan received on January 20, 2021. On January 20, 2021, a third-party lender funded the Company $ 205,000 in a 10 % convertible debenture due January 20, 2022 . The transaction netted the Company $ 180,000 after a $ 20,000 original issue discount and $ 5,000 in legal fees. During the year ended December 31, 2021 the loan was converted into common shares. On April 8, 2021, a third-party lender funded the Company $ 103,500 in a 12 % convertible debenture due April 8, 2022 . The transaction netted the Company $ 100,000 after $ 3,500 legal and due diligence fees. During the year ended December 31, 2021 the loan was converted into common shares. On May 10, 2021, a third-party lender funded the Company $ 53,750 in a 12 % convertible debenture due May 10, 2022 . The transaction netted the Company $ 50,000 after $ 3,750 legal and due diligence fees. During the year ended December 31, 2021 the loan was converted into common shares. On June 25, 2021, a third-party lender funded the Company $ 65,000 in a 10 % convertible debenture due June 25, 2022 . The transaction netted the Company $ 60,000 after a $ 2,000 original issue discount and $ 3,000 in legal fees. During the year ended December 31, 2021 $ 10,000 55,000 On September 22, 2021, a third-party lender funded the Company $ 43,750 in a 12 % convertible debenture due September 20, 2022 . The transaction netted the Company $ 40,000 after $ 3,750 legal and due diligence fees. At December 31, 2021, the loan was still outstanding and had not been converted or paid. On October 26, 2021, a third-party lender funded the Company $ 78,750 in a 12 % convertible debenture due October 26, 2022 . The transaction netted the Company $ 75,000 after $ 3,750 legal and due diligence fees. At December 31, 2021, the loan was still outstanding and had not been converted or paid. On October 10, 2021, a third-party lender funded the Company $ 325,000 in a 10 % convertible debenture due October 10, 2022 . The transaction netted the Company $ 300,000 after a $ 12,500 original issue discount and $ 12,500 in legal fees. At December 31, 2021, the loan was still outstanding and had not been converted or paid. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liability | |
DERIVATIVE LIABILITY | Note 7 – DERIVATIVE LIABILITY During 2021, the Company issued 1,268,541,667 three-year 0.001 0.002 These warrants are derivative instruments. 878,263 The Company’s derivative warrant instruments have been measured at fair value at December 31, 2021 using the Cox, Ross & Rubinstein Binomial Tree valuation model. The Company recognizes the derivative liability related to those warrants that contain price protection features in its consolidated balance sheet as liabilities. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows. The Company has certain convertible notes with variable price conversion terms. U pon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to derivative liabilities. The Company revalues the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features. This resulted in the recognition of a gain of $ 393,465 1,289,422 and $ 58,941 on convertible debt for the year ended December 31, and 2020, respectively in the Company’s consolidated statements of operations, under the caption “Gain in change of fair value of derivative liability convertible debt” and “Gain in change of fair value of derivative liability warrants”. The fair value of the derivative liabilities related to the convertible debt and warrants at December 31, 2021 and 2020 is $ 1,105,537 and $ 834,230 , respectively, which is reported on the consolidated balance sheets under the caption “Derivative liabilities”. The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Year ended December 31, 2021 2020 Effective exercise price 0.01 0.0001 0.001 Effective Market price 0.0007 0.0012 Expected volatility 384 % 253 % Risk free interest 0.10 % 0.10 % Expected terms 1,0950 to 1,825 days 1,095 days Expected dividend rate 0 % 0 % Rollforward: SCHEDULE OF DERIVATIVE LIABILITIES Debt Warrants Total Derivative balance December 31, 2020 $ 834,230 $ - $ 834,230 New derivative liabilities 1,753,013 - 1,753,013 New derivative warrants - 2,064,665 2,064,665 Conversions (1,863,484 ) - (1,863,484 ) Change in fair value of derivatives (393,465 ) (1,289,422 ) (1,682,887 ) Derivitive balance $ 330,294 $ 775,243 $ 1,105,537 |
ACQUISITIONS AND INTANGIBLE ASS
ACQUISITIONS AND INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND INTANGIBLE ASSET | Note 8 – ACQUISITIONS AND INTANGIBLE ASSET On October 19, 2020, the Company acquired 100% 2,000,000 800,000 225,000 596,906 3 10 years 803,156 On February 12, 2021, we purchased assets, including website and trade names of Independence LED Lighting, LLC for 250,000 Series B Preferred shares. Based on an agreed upon price at closing, the transaction was valued $ 3,300,000 , At December 31, 2021 it was determined by management to write off the value of the assets due to lack of business generated resulting in impairment of $ 3,300,000 . These acquisitions were treated as business combinations and the Company recorded the fair value of the assets and liabilities assumed in accordance with applicable guidance. On March 6, 2021, we purchased the assets, including website, trade names and software of Energy Intelligence Center, LLC for 125,000 Series B Preferred shares and 50,000,000 1,479,121 . At December 31, 2021 it was determined by management to write off the value of the assets due to lack of business generated resulting in impairment of $ 1,479,121 . SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET Purchase Price EIC iLED Fair value of series B Preferred stock $ 1,250,000 $ 3,300,000 Common stock warrants 229,121 - $ 1,479,121 $ 3,300,000 The purchase price allocation of the fair value of the assets acquired are as follows: Website $ 259,000 $ 261,600 Trade name 505,600 2,157,800 Software 401,000 - Goodwill 313,521 880,600 $ 1,479,121 $ 3,300,000 The following unaudited proforma consolidated results of operations have been presented as if the acquisition occurred on January 1, 2020: SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION Unaudited Proforma Statement of Operation December 31, 2021 and 2020 2021 2020 Operating revenues $ 890,075 $ 705,180 Cost of revenues 607,833 473,066 Gross profit 282,242 232,114 Operating expenses: General and administrative 5,061,430 2,519,283 Loss from operations (4,779,188 ) (2,287,169 ) Other income (expenses) Interest expense (730,825 ) (165,821 ) Bad debt - - Loan forgiveness 11,593 - Loss on investment (435,037 ) - Loss on impairment (6,419,944 ) - Gain on debt conversion 514,425 - Debt settlement gain (loss) (231,930 ) 35,000 Write off old inventory - (204,981 ) Derivative liability gain (loss) 3,569,489 (58,941 ) Total other expenses (3,722,229 ) (394,743 ) Loss before income taxes (8,501,417 ) (2,681,912 ) Provision for income taxes - - Net loss $ (8,501,417 ) $ (2,681,912 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 9 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may from time to time, become a party to various legal proceedings, arising in the ordinary course of business. The Company investigates these claims as they arise. A third-party lender, Auctus Fund, LLC, served the Company notice of a civil lawsuit on November 1, 2019 seeking principal, interest and penalties of $ 283,000 60,522.32 ● On or before November 1, 2020- 264,680,377 ● On or before December 2, 2020 – 264,680,378 ● On or before January 1, 2021 – 264,680,378 Prior to the settlement of the debt with Auctus Fund LLC the Company agreed to irrevocably authorize and reserve a sufficient amount of Settlement Shares of the Company’s common stock pursuant to the reserve requirements of the Note 1,500,000,000 260,000 115,000 794,041,134 89,447 1,500,000,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 10 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it would not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years. During the year ended December 31, 2021 the Company filed returns for 2018, 2019 and 2020 Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on December 31, 2021 and 2020 will not be fully realizable. The Company is current with franchise tax board fees due to the State of California and in 2021 filed tax statements for the federal and state requirements (California, Illinois, Pennsylvania) for 2018, 2019 and 2020. Today, the Company is current with its federal and state tax filings. Due to recurring losses, the Company’s tax provision for the years ended December 31 2021 and 2020 was $ 0 The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: SUMMARY OF EFFECTIVE INCOME TAX RATE 2021 2022 Statutory federal rate -21.0 % -21.0 % State income tax rate, net of federal Benefit -3.6 % -3.6 % Permanent differences, including stock-based compensation and impairment of acquired assets 8.6 % 8.6 % Change in valuation allowance 16.0 % 16.0 % Effective tax rate 0.0 % 0.0 % At December 31, 2021 and 2020 the Company’s deferred tax assets were as follows: SUMMARY OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Tax benefit of net operating loss carry forward $ 1,998,003 $ 85,902 less valuation allowance (1,998,003 ) (85,902 ) Net deferred tax assets $ - $ - As of December 31, 2021, the Company had unused net operating loss carry forwards of approximately $ 13.9 The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain. The Company’s valuation allowance at December 31, 2021 and 2020 was $ 2,178,954 and $ 1,029,845 , respectively. The change in the valuation allowance during the year ended December 31, 2021 was an increase of approximately $ 1,149,000 . The change in the valuation allowance during the year ended December 31, 2020 was an increase of $ 943,000 . SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS NOL carry over loss Nol carry over loss Expiration Expiration NOL 2012 $ 15,996 2022 2013 84,206 2023 2014 494,301 2024 2015 680,549 2025 2016 651,537 2026 2017 129,493 2027 2018 1,842,498 2028 2019 48,201 2029 2020 409,057 2030 2021 9,514,300 2031 $ 13,870,138 |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Options | |
WARRANTS AND OPTIONS | Note 11 – WARRANTS AND OPTIONS During the year ended December 31, 2021 and 2020, the Company issued 1,268,541,667 713,571,428 3,062,302 862,160 1,982,113,095 The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. SUMMARY OF FAIR VALUE OF WARRANTS 2021 2020 Expected volatility 384 % 466 % Weighted average volatility 384 % 466 % Expected dividends 0 % 0 % Expected term (in years) 3 5 3 to 5 Rick free rate 1.00 % 1.24 % The following table sets forth common share purchase warrants outstanding as of December 31, 2021 and 2020: SCHEDULE OF STOCKHOLDERS EQUITY NOTE WARRANTS Weighted Average Exercise Intrinsic Warrants Price Value Outstanding warrants outstanding December 31, 2019 - - Warrants granted 713,571,428 $ 0.0100 $ - Warrant exercised - $ - $ - Warrants forfeited - $ - $ - Outstanding December 31, 2020 713,571,428 $ 0.0100 $ - Warrants granted 1,268,541,667 $ 0.0034 $ - Warrant exercised - $ - $ - Warrants forfeited - $ - $ - Outstanding December 31, 2021 1,982,113,095 $ 0.0134 $ - During the year ended December 31, 2021 the Company issued warrants for stockholder relations. These warrants were valued at $ 2,064,665 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | Note 12 – EQUITY During the year ended December 31, 2020, the Company: Issued 2,936,347,316 646,456 Issued 312,500 100,000 Issued 1,651,315 293,027 Issued 100,000 100,000 100 50,000 Issued 2,000,000 100 100 100 33 800,000 During the year ended December 31, 2021, the Company: Issued 1,396,567,128, 2,822,118 Issued 10,000,000 20,000 Issued 527,500,000 1,000,000 Issued 2,750,000 275,000 Issued 175,000 449,279 Issued 375,000 4,550,000 Issued 571,167 1,766,014 Converted 335,000 335,000,000 On October 13, 2020, we amended the terms of our Series A Preferred Shares to include an annual dividend of $ 0.0035 per share, a 1-50 conversion ratio and to receive 1 vote per converted common shares on an as converted basis. If declared the dividends would accrue until paid in full. COVID-19 Pandemic Update In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition or operating results cannot be reasonably estimated at this time. On June 4, 2020, the Company entered a $ 11,593 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13 – SUBSEQUENT EVENTS On January 3, 2022, a third-party lender converted $ 15,000 principal, $ 2,203 and $ 350 in fees into 44,830,666 common shares. The Company had a loss on conversion of $ 18,312 On January 12, 2022, a third-party lender converted $ 40,000 principal, $ 789 and $ 350 in fees into 118,202,055 common shares. The Company had a loss on conversion of $ 136,164 On January 12, 2022, we borrowed $ 43,750 40,000 On January 14, 2022, we borrowed $ 220,000 200,000 10,000 10,000 On January 21, 2022, we invested $ 15,000 15,000 On February 18, 2022, we invested $ 10,000 10,000 On February 26, 2022, we engaged former Michigan Representative Robert Kosowski as an Advisory Board member. As compensation we issued the former Representative 20,000,000 common stock purchase warrants with a strike price of $ 0.001 and a three-year expiration. On February 28, 2022, we acquired 100 % of the member interests of SMARTsolution Technologies LP for consideration of 1,000,000 300,000,000 common stock purchase warrants, and refinancing of up to $ 1,000,000 debt. The fair value of the Series B preferred shares and common stock purchase warrants is $ 910,000 On February 28, 2022, we issued 990,000 90 On February 28, 2022, we issued 10,000 10 On or around February 28, 2022, we issued 300,000 0.001 three-year On February 28, 2022, we entered into a $ 1 On March 15, 2022, we issued 500,000 On March 21, 2022, a third-party exercised 500,000,000 437,500,000 On March 22, 2022, a third-party lender converted $ 25,000 80,645,161 On March 31, 2022, we borrowed $ 250,000 196,000 50,000 4,000 On March 31, 2022, we borrowed $ 185,000 On April 4, 2022, we entered into a $ 500,000 On April 5, 2022, we sold $ 115,000 of junior convertible debt to a third-party netting the Company $ 105,000 after original issue discount (“OID”) and legal fees. SUMMARY OF SHARES ISSUED AND OUTSTANDING Shares issued subsequent to December 31, 2021 Common shares Preferred B shares Common shares outstanding at December 31, 2021 7,177,931,757 5,253,815 Issued January 3, 2022 44,830,666 - issued January 12, 2022 118,202,055 - Issued February 28, 2022 - 1,000,000 issued March 3, 2022 80,645,161 - Issued March 15, 2022 - 500,000 Issued March 21, 2022 437,500,000 - Issued March 22, 2022 80,645,161 - Number of shares issued 7,939,754,800 6,753,815 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). |
Consolidation | Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries, IAQ Technologies LLC(formerly known as Purge Virus, LLC) and EIC of Wyoming LLC. All material intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. Significant estimates include the recoverability of long-term assets, the valuation of derivative liabilities, allowance for doubtful accounts, valuation of deferred tax assets and estimates of fair market value of investments. |
Cash | Cash Cash consists of deposits in one large national bank. On December 31, 2021 and December 31, 2020, respectively, the Company had $ 94,225 12,069 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets. The Company’s investment in Mobicard Inc., see Note 4, is actively traded on the pink sheets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. We have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of December 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 Assets Investments $ 765,463 $ 740,463 - $ 25,000 Total assets measured at fair value $ 765,463 $ 740,463 - $ 25,000 Liabilities Derivative liability $ 1,105,537 - - $ 1,105,537 Total liabilities measured at fair value $ 1,105,537 - - $ 1,105,537 Assets and liabilities measured at fair value are as follows as of December 31, 2020: Total Level 1 Level 2 Level 4 Assets Investments $ 168,000 $ 168,000 - - Total assets measured at fair value $ 168,000 $ 168,000 - - Liabilities Derivative liability $ 834,230 - - $ 834,230 Total liabilities measured at fair value $ 834,230 - - $ 834,230 |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2021 and 2020, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. Dilutive Securities Calculation SCHEDULE OF DILUTIVE SECURITIES CALCULATION Conversion 2021 Conversion 2020 Common shares outstanding 7,177,931,757 4,713,543,121 Preferred A shares 5,750,000 1 to 50 287,500,000 3,000,000 1 to 50 150,000,000 Preferred B shares 5,249,982 1 to 1000 5,249,982,000 4,463,815 1 to 1000 4,463,815,000 Preferred C shares 1,000,000 1 to 1 1,000,000 1,000,000 1 to 1 1,000,000 12,716,413,757 9,328,358,121 Warrants 1,982,113,095 1 to 1 1,982,113,095 713,571,428 1 to 1 713,571,428 14,698,268,852 10,041,929,549 Convertible loans 812,477,231 - 15,511,004,083 10,041,929,549 |
Concentration of Credit Risk | Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. |
Income Taxes | Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. On December 31, 2021 and December 31, 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 31, 2020 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions. |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2021 and 2020, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability-convertible debt as of December 31, 2021 and 2020 of $ 330,294 and $ 834,230 , respectively. The Company recorded a derivative liability-warrants as of December 31, 2021 and 2020 of $ 775,243 0 |
Convertible Instruments | Convertible Instruments The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2020 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of December 31, 2021 and 2020 was $ 18,992 0 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 “Revenue from Contracts with Customers.” The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling or marketing expense. Provisions for customer volume rebates are based on achieving a certain level of purchases and other performance criteria that are established on a situation basis. These rebates are estimated based on the expected amount to be provided to the customers and are recognized as a reduction of revenue. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Additionally, for any agreements which are 1 year or less, the practical expedient under ASC 340-40-25-4 is applied to expense costs when incurred if the amortization period of the contract asset would have otherwise been recognized in one year or less. Sales taxes and other similar taxes are excluded from revenue. The revenue for the year ended December 31, 2021 and 2020 is made up of the sale of clean air technology products. All of the revenue is in the United States of America. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. |
Goodwill and Other Acquired Intangible Assets | Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued an update within the scope of Topic 740, Income Taxes. The update simplifies the accounting for income taxes by removing certain exceptions to the general principles within the Topic and improves consistent application of and simplifies GAAP for other areas by clarifying and amending existing guidance. The amendments in this update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued the update Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the estimation of credit losses from an “incurred loss” methodology to one that reflects “expected credit losses” (the Current Expected Credit Loss model, or CECL) which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Measurement under CECL is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect collectability of reported amounts. The amendments in the update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company continues to evaluate the impact, if any, the implementation of the CECL model will have on our financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | Assets and liabilities measured at fair value are as follows as of December 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 Assets Investments $ 765,463 $ 740,463 - $ 25,000 Total assets measured at fair value $ 765,463 $ 740,463 - $ 25,000 Liabilities Derivative liability $ 1,105,537 - - $ 1,105,537 Total liabilities measured at fair value $ 1,105,537 - - $ 1,105,537 Assets and liabilities measured at fair value are as follows as of December 31, 2020: Total Level 1 Level 2 Level 4 Assets Investments $ 168,000 $ 168,000 - - Total assets measured at fair value $ 168,000 $ 168,000 - - Liabilities Derivative liability $ 834,230 - - $ 834,230 Total liabilities measured at fair value $ 834,230 - - $ 834,230 |
SCHEDULE OF DILUTIVE SECURITIES CALCULATION | SCHEDULE OF DILUTIVE SECURITIES CALCULATION Conversion 2021 Conversion 2020 Common shares outstanding 7,177,931,757 4,713,543,121 Preferred A shares 5,750,000 1 to 50 287,500,000 3,000,000 1 to 50 150,000,000 Preferred B shares 5,249,982 1 to 1000 5,249,982,000 4,463,815 1 to 1000 4,463,815,000 Preferred C shares 1,000,000 1 to 1 1,000,000 1,000,000 1 to 1 1,000,000 12,716,413,757 9,328,358,121 Warrants 1,982,113,095 1 to 1 1,982,113,095 713,571,428 1 to 1 713,571,428 14,698,268,852 10,041,929,549 Convertible loans 812,477,231 - 15,511,004,083 10,041,929,549 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF INVESTMENTS | The total investments on the balance sheet at December 31, 2021 was as follows: SCHEDULE OF INVESTMENTS Investments December 31, 2021 2021 2020 Investment in Securities $ 581,243 $ - Investment Himalaya Technologies Inc (HMLA) 12,220 - Investment Kanab Corp - 12,220 Investment in Peer to Peer Inc (PTOP) 147,000 155,780 Investment in GENBIO Inc 25,000 - Total investments $ 765,463 $ 168,000 |
CONVERTIBLE LOANS PAYABLES (Tab
CONVERTIBLE LOANS PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING | SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity Amount Interest Note GS Capital 6/25/2021 6/25/2022 55,000 10 % Note GS Capital 10/19/2021 10/19/2022 325,000 10 % Note Power Up Lending 9/20/2021 9/20/2022 43,750 12 % Note Sixth Street Lending 10/20/2021 10/20/2022 78,750 12 % Total $ 502,500 Less Discount (413,195 ) Net $ 89,305 As of December 31, 2020, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note Auctus 10/28/20 10/28/21 115,000 10.0 % Note #8* Power Up 10 03/08/19 01/15/20 9,000 10.0 % Note #10* Tri-Bridge 3/15/19 9/15/19 2,286 10.0 % Note #11* Power Up 11 7/9/19 4/30/20 35,000 12.0 % Note #12* GS Capital 9/6/19 9/6/20 28,900 12.0 % Note #13* GS Capital 11/21/19 11/21/20 18,000 12.0 % Note #14* Power Up 11/21/19 11/21/20 18,000 12.0 % Total $ 226,186 less discount 0 Net $ 226,186 * Note was in default at December 31, 2020. |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liability | |
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE | The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Year ended December 31, 2021 2020 Effective exercise price 0.01 0.0001 0.001 Effective Market price 0.0007 0.0012 Expected volatility 384 % 253 % Risk free interest 0.10 % 0.10 % Expected terms 1,0950 to 1,825 days 1,095 days Expected dividend rate 0 % 0 % |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Debt Warrants Total Derivative balance December 31, 2020 $ 834,230 $ - $ 834,230 New derivative liabilities 1,753,013 - 1,753,013 New derivative warrants - 2,064,665 2,064,665 Conversions (1,863,484 ) - (1,863,484 ) Change in fair value of derivatives (393,465 ) (1,289,422 ) (1,682,887 ) Derivitive balance $ 330,294 $ 775,243 $ 1,105,537 |
ACQUISITIONS AND INTANGIBLE A_2
ACQUISITIONS AND INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET | SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET Purchase Price EIC iLED Fair value of series B Preferred stock $ 1,250,000 $ 3,300,000 Common stock warrants 229,121 - $ 1,479,121 $ 3,300,000 The purchase price allocation of the fair value of the assets acquired are as follows: Website $ 259,000 $ 261,600 Trade name 505,600 2,157,800 Software 401,000 - Goodwill 313,521 880,600 $ 1,479,121 $ 3,300,000 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION | The following unaudited proforma consolidated results of operations have been presented as if the acquisition occurred on January 1, 2020: SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION Unaudited Proforma Statement of Operation December 31, 2021 and 2020 2021 2020 Operating revenues $ 890,075 $ 705,180 Cost of revenues 607,833 473,066 Gross profit 282,242 232,114 Operating expenses: General and administrative 5,061,430 2,519,283 Loss from operations (4,779,188 ) (2,287,169 ) Other income (expenses) Interest expense (730,825 ) (165,821 ) Bad debt - - Loan forgiveness 11,593 - Loss on investment (435,037 ) - Loss on impairment (6,419,944 ) - Gain on debt conversion 514,425 - Debt settlement gain (loss) (231,930 ) 35,000 Write off old inventory - (204,981 ) Derivative liability gain (loss) 3,569,489 (58,941 ) Total other expenses (3,722,229 ) (394,743 ) Loss before income taxes (8,501,417 ) (2,681,912 ) Provision for income taxes - - Net loss $ (8,501,417 ) $ (2,681,912 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF EFFECTIVE INCOME TAX RATE | The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: SUMMARY OF EFFECTIVE INCOME TAX RATE 2021 2022 Statutory federal rate -21.0 % -21.0 % State income tax rate, net of federal Benefit -3.6 % -3.6 % Permanent differences, including stock-based compensation and impairment of acquired assets 8.6 % 8.6 % Change in valuation allowance 16.0 % 16.0 % Effective tax rate 0.0 % 0.0 % |
SUMMARY OF DEFERRED TAX ASSETS | At December 31, 2021 and 2020 the Company’s deferred tax assets were as follows: SUMMARY OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Tax benefit of net operating loss carry forward $ 1,998,003 $ 85,902 less valuation allowance (1,998,003 ) (85,902 ) Net deferred tax assets $ - $ - |
SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS | SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS NOL carry over loss Nol carry over loss Expiration Expiration NOL 2012 $ 15,996 2022 2013 84,206 2023 2014 494,301 2024 2015 680,549 2025 2016 651,537 2026 2017 129,493 2027 2018 1,842,498 2028 2019 48,201 2029 2020 409,057 2030 2021 9,514,300 2031 $ 13,870,138 |
WARRANTS AND OPTIONS (Tables)
WARRANTS AND OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Options | |
SUMMARY OF FAIR VALUE OF WARRANTS | SUMMARY OF FAIR VALUE OF WARRANTS 2021 2020 Expected volatility 384 % 466 % Weighted average volatility 384 % 466 % Expected dividends 0 % 0 % Expected term (in years) 3 5 3 to 5 Rick free rate 1.00 % 1.24 % |
SCHEDULE OF STOCKHOLDERS EQUITY NOTE WARRANTS | The following table sets forth common share purchase warrants outstanding as of December 31, 2021 and 2020: SCHEDULE OF STOCKHOLDERS EQUITY NOTE WARRANTS Weighted Average Exercise Intrinsic Warrants Price Value Outstanding warrants outstanding December 31, 2019 - - Warrants granted 713,571,428 $ 0.0100 $ - Warrant exercised - $ - $ - Warrants forfeited - $ - $ - Outstanding December 31, 2020 713,571,428 $ 0.0100 $ - Warrants granted 1,268,541,667 $ 0.0034 $ - Warrant exercised - $ - $ - Warrants forfeited - $ - $ - Outstanding December 31, 2021 1,982,113,095 $ 0.0134 $ - |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUMMARY OF SHARES ISSUED AND OUTSTANDING | SUMMARY OF SHARES ISSUED AND OUTSTANDING Shares issued subsequent to December 31, 2021 Common shares Preferred B shares Common shares outstanding at December 31, 2021 7,177,931,757 5,253,815 Issued January 3, 2022 44,830,666 - issued January 12, 2022 118,202,055 - Issued February 28, 2022 - 1,000,000 issued March 3, 2022 80,645,161 - Issued March 15, 2022 - 500,000 Issued March 21, 2022 437,500,000 - Issued March 22, 2022 80,645,161 - Number of shares issued 7,939,754,800 6,753,815 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | $ 765,463 | $ 168,000 |
Total assets measured at fair value | 765,463 | 168,000 |
Derivative liability | 1,105,537 | 834,230 |
Total liabilities measured at fair value | 1,105,537 | 834,230 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | 740,463 | 168,000 |
Total assets measured at fair value | 740,463 | 168,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments | 25,000 | |
Total assets measured at fair value | 25,000 | |
Derivative liability | 1,105,537 | 834,230 |
Total liabilities measured at fair value | $ 1,105,537 | $ 834,230 |
SCHEDULE OF DILUTIVE SECURITIES
SCHEDULE OF DILUTIVE SECURITIES CALCULATION (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities of share-based payment arrangements | 12,716,413,757 | 9,328,358,121 |
Dilutive securities warrant conversion | 1,268,541,667 | |
Dilutive securities of share-based payment arrangements and warrants | 14,698,268,852 | 10,041,929,549 |
Dilutive securities of share-based payment arrangements, warrants and convertible loans | 15,511,004,083 | 10,041,929,549 |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities of share-based payment arrangements | 7,177,931,757 | 4,713,543,121 |
Preferred Class A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities of share-based payment arrangements | 287,500,000 | 150,000,000 |
Dilutive securities preferred stock, shares outstanding | 5,750,000 | 3,000,000 |
Preferred stock, conversion, terms | 1 to 50 | 1 to 50 |
Preferred Class B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities of share-based payment arrangements | 5,249,982,000 | 4,463,815,000 |
Dilutive securities preferred stock, shares outstanding | 5,249,982 | 4,463,815 |
Preferred stock, conversion, terms | 1 to 1000 | 1 to 1000 |
Preferred class C [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities of share-based payment arrangements | 1,000,000 | 1,000,000 |
Dilutive securities preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Preferred stock, conversion, terms | 1 to 1 | 1 to 1 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities warrant conversion | 1,982,113,095 | 713,571,428 |
Conversion warrant term | 1 to 1 | 1 to 1 |
Dilutive securities warrant | 1,982,113,095 | 713,571,428 |
Convertible Loan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities of convertible loans | 812,477,231 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash | $ 94,225 | $ 12,069 |
Derivative Asset, Fair Value, Gross Liability | 330,294 | 834,230 |
Derivative liabilities warrants | 775,243 | 0 |
Allowance for doubtful accounts | $ 18,992 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 20,245,145 | $ 7,662,645 |
Working capital | 1,075,690 | |
Net losses | 12,582,500 | 1,636,719 |
Net cash used in operation | $ 885,503 | $ 135,612 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net Investment Income [Line Items] | ||
Total investments | $ 765,463 | $ 168,000 |
Himalaya Technologies Inc [Member] | ||
Net Investment Income [Line Items] | ||
Total investments | 12,220 | |
Kanab Corp [Member] | ||
Net Investment Income [Line Items] | ||
Total investments | 12,220 | |
Peer to Peer Inc [Member] | ||
Net Investment Income [Line Items] | ||
Total investments | 147,000 | 155,780 |
GenBio Inc [Member] | ||
Net Investment Income [Line Items] | ||
Total investments | 25,000 | |
Securities Investment [Member] | ||
Net Investment Income [Line Items] | ||
Total investments | $ 581,243 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Oct. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Jul. 31, 2021 | Dec. 31, 2020 |
Share price | $ 0.0007 | $ 0.0012 | |||
Investment securities | $ 1,007,500 | ||||
Marketable securities | $ 581,243 | ||||
GenBio Inc [Member] | |||||
Share price | $ 1 | ||||
Value of shares invested | $ 25,000 | ||||
Number of shares issued for consideration | 25,000 | ||||
Peer to Peer Inc [Member] | |||||
Number of shares exchanged | 210,000,000 | ||||
Share price | $ 0.00070 | $ 0.0023 | $ 0.000741 | ||
Equity Method Investments | $ 147,000 | $ 155,780 | |||
Peer to Peer Inc [Member] | Preferred Class B [Member] | |||||
Number of shares issued during period | 400,000 | ||||
Mobicard Inc [Member] | |||||
Equity Method Investments | $ 483,000 | ||||
Kanab Corp [Member] | |||||
Share price | $ 0.0122 | ||||
Number of shares received for services | 1,000,000 | ||||
Sale of Stock, Consideration Received Per Transaction | $ 12,220 | ||||
Equity Method Investment, Quoted Market Value | $ 12,220 | ||||
Himalaya Technologies Inc [Member] | |||||
Number of shares exchanged | 150,000 | ||||
Equity Method Investment, Quoted Market Value | $ 12,220 |
LOANS DUE FROM_TO RELATED PAR_2
LOANS DUE FROM/TO RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Loans payable | $ 5,168 | $ 3,574 |
Due to Related Parties | 17,546 | |
Due to Related Parties, Current | 22,714 | $ 3,574 |
Loan to related party | $ 53,732 |
SCHEDULE OF CONVERTIBLE NOTES O
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Convertible notes payable, total | $ 502,500 | $ 226,186 |
Convertible notes payable, less discount | (413,195) | 0 |
Debt instrument unamortized discount, net | 89,305 | 226,186 |
Convertible Notes Payable, Current | $ 502,500 | $ 226,186 |
Convertible Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | GS Capital | |
Origination date | Jun. 25, 2021 | |
Maturity date | Jun. 25, 2022 | |
Convertible notes payable, total | $ 55,000 | |
Debt instrument, interest rate | 10.00% | |
Convertible Notes Payable, Current | $ 55,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Convertible Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | GS Capital | |
Origination date | Oct. 19, 2021 | |
Maturity date | Oct. 19, 2022 | |
Convertible notes payable, total | $ 325,000 | |
Debt instrument, interest rate | 10.00% | |
Convertible Notes Payable, Current | $ 325,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Convertible Notes Payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Power Up Lending | |
Origination date | Sep. 20, 2021 | |
Maturity date | Sep. 20, 2022 | |
Convertible notes payable, total | $ 43,750 | |
Debt instrument, interest rate | 12.00% | |
Convertible Notes Payable, Current | $ 43,750 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Convertible Notes Payable Four [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Sixth Street Lending | |
Origination date | Oct. 20, 2021 | |
Maturity date | Oct. 20, 2022 | |
Convertible notes payable, total | $ 78,750 | |
Debt instrument, interest rate | 12.00% | |
Convertible Notes Payable, Current | $ 78,750 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Auctus | |
Origination date | Oct. 28, 2020 | |
Maturity date | Oct. 28, 2021 | |
Convertible notes payable, total | $ 115,000 | |
Debt instrument, interest rate | 10.00% | |
Convertible Notes Payable, Current | $ 115,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Convertible Notes Payable 8 [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Power Up 10 | |
Origination date | Mar. 8, 2019 | |
Maturity date | Jan. 15, 2020 | |
Convertible notes payable, total | $ 9,000 | |
Debt instrument, interest rate | 10.00% | |
Convertible Notes Payable, Current | $ 9,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Convertible Notes Payable 10 [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Tri-Bridge | |
Origination date | Mar. 15, 2019 | |
Maturity date | Sep. 15, 2019 | |
Convertible notes payable, total | $ 2,286 | |
Debt instrument, interest rate | 10.00% | |
Convertible Notes Payable, Current | $ 2,286 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Convertible Notes Payable 11 [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Power Up 11 | |
Origination date | Jul. 9, 2019 | |
Maturity date | Apr. 30, 2020 | |
Convertible notes payable, total | $ 35,000 | |
Debt instrument, interest rate | 12.00% | |
Convertible Notes Payable, Current | $ 35,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Convertible Notes Payable 12 [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | GS Capital | |
Origination date | Sep. 6, 2019 | |
Maturity date | Sep. 6, 2020 | |
Convertible notes payable, total | $ 28,900 | |
Debt instrument, interest rate | 12.00% | |
Convertible Notes Payable, Current | $ 28,900 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Convertible Notes Payable 13 [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | GS Capital | |
Origination date | Nov. 21, 2019 | |
Maturity date | Nov. 21, 2020 | |
Convertible notes payable, total | $ 18,000 | |
Debt instrument, interest rate | 12.00% | |
Convertible Notes Payable, Current | $ 18,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Convertible Notes Payable 14 [Member] | ||
Short-term Debt [Line Items] | ||
Sixth street lending, lender | Power Up | |
Origination date | Nov. 21, 2019 | |
Maturity date | Nov. 21, 2020 | |
Convertible notes payable, total | $ 18,000 | |
Debt instrument, interest rate | 12.00% | |
Convertible Notes Payable, Current | $ 18,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
CONVERTIBLE LOANS PAYABLES (Det
CONVERTIBLE LOANS PAYABLES (Details Narrative) - USD ($) | Oct. 26, 2021 | Oct. 10, 2021 | Sep. 22, 2021 | Jun. 25, 2021 | May 10, 2021 | Apr. 08, 2021 | Jan. 20, 2021 | Oct. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Debt Instrument [Line Items] | |||||||||||
Gain on investment | $ 475,199 | ||||||||||
Proceeds from Convertible Debt | 874,750 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||
Amortized debt discount | 481,555 | $ 0 | |||||||||
Debt Instrument, Maturity Date | Oct. 28, 2021 | ||||||||||
Third Parties [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 22.00% | ||||||||||
Debt conversion, amount | $ 2,822,118 | $ 646,456 | |||||||||
Debt conversion, shares issued | 1,396,567,128 | 2,936,347,316 | |||||||||
Third Party Lender [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 10.00% | 12.00% | 10.00% | 12.00% | 12.00% | 10.00% | 12.00% | |||
Amortized debt discount | $ 12,500 | $ 2,000 | $ 20,000 | $ 15,000 | |||||||
Debt Instrument, Face Amount | $ 78,750 | $ 325,000 | $ 43,750 | $ 65,000 | $ 53,750 | $ 103,500 | $ 205,000 | $ 115,000 | |||
Debt Instrument, Maturity Date | Oct. 26, 2022 | Oct. 10, 2022 | Sep. 20, 2022 | Jun. 25, 2022 | May 10, 2022 | Apr. 8, 2022 | Jan. 20, 2022 | Oct. 28, 2021 | |||
Proceeds from Convertible Debt | $ 75,000 | $ 300,000 | $ 40,000 | $ 60,000 | $ 50,000 | $ 100,000 | $ 180,000 | $ 98,000 | |||
Legal Fees | $ 3,750 | $ 12,500 | $ 3,750 | $ 3,000 | $ 3,750 | $ 3,500 | $ 5,000 | $ 2,000 | |||
Convertible amount | $ 10,000 | ||||||||||
Outstanding convertible amount | $ 55,000 | ||||||||||
Minimum [Member] | Third Parties [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||
Maximum [Member] | Third Parties [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) | 12 Months Ended | |
Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | |
Effective exercise price | $ 0.001 | |
Effective market price | $ 0.0007 | $ 0.0012 |
Expected terms | 1,095 | |
Measurement Input, Price Volatility [Member] | ||
Derivative liability, measurement input | 384 | 253 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 0.10 | 0.10 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Minimum [Member] | ||
Effective exercise price | $ 0.01 | |
Expected terms | 1,0950 | |
Maximum [Member] | ||
Effective exercise price | $ 0.0001 | |
Expected terms | 1,825 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Derivative balance December 31, 2020 | $ 834,230 |
New derivative liabilities | 1,753,013 |
New derivative warrants | 2,064,665 |
Conversions | (1,863,484) |
Change in fair value of derivatives | (1,682,887) |
Derivitive balance | 1,105,537 |
Long-term Debt [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Derivative balance December 31, 2020 | 834,230 |
New derivative liabilities | 1,753,013 |
New derivative warrants | |
Conversions | (1,863,484) |
Change in fair value of derivatives | (393,465) |
Derivitive balance | 330,294 |
Warrant [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Derivative balance December 31, 2020 | |
New derivative liabilities | |
New derivative warrants | 2,064,665 |
Conversions | |
Change in fair value of derivatives | (1,289,422) |
Derivitive balance | $ 775,243 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Class of warrant or right, outstanding | 1,268,541,667 | |
initial derivative expense | $ 878,263 | $ (89,447) |
Gain on convertible debt | 393,465 | 58,941 |
Gain on warrants | 1,289,422 | |
Fair value of derivative liabilities | 1,105,537 | 834,230 |
Convertible Debt and Warrant [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Gain on convertible debt | 393,465 | 58,941 |
Gain on warrants | 1,289,422 | |
Fair value of derivative liabilities | $ 1,105,537 | $ 834,230 |
Convertible lenders [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Warrants and Rights Outstanding, Term | 3 years | |
Convertible lenders [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.001 |
SCHEDULE OF ACQUISITION OF INTA
SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Energy Intelligencer Center LLC [Member] | |
Business Acquisition [Line Items] | |
Payment to acquire intangible assets | $ 1,479,121 |
Acquired intagibles assets | 1,479,121 |
Energy Intelligencer Center LLC [Member] | Goodwill [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 313,521 |
Energy Intelligencer Center LLC [Member] | Trade Names [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 505,600 |
Energy Intelligencer Center LLC [Member] | Software [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 401,000 |
Energy Intelligencer Center LLC [Member] | Website [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 259,000 |
Energy Intelligencer Center LLC [Member] | Warrant [Member] | |
Business Acquisition [Line Items] | |
Payment to acquire intangible assets | 229,121 |
Energy Intelligencer Center LLC [Member] | Series B Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Payment to acquire intangible assets | 1,250,000 |
Independence LED Lighting LLC [Member] | |
Business Acquisition [Line Items] | |
Payment to acquire intangible assets | 3,300,000 |
Acquired intagibles assets | 3,300,000 |
Independence LED Lighting LLC [Member] | Goodwill [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 880,600 |
Independence LED Lighting LLC [Member] | Trade Names [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 2,157,800 |
Independence LED Lighting LLC [Member] | Software [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | |
Independence LED Lighting LLC [Member] | Website [Member] | |
Business Acquisition [Line Items] | |
Acquired intagibles assets | 261,600 |
Independence LED Lighting LLC [Member] | Warrant [Member] | |
Business Acquisition [Line Items] | |
Payment to acquire intangible assets | |
Independence LED Lighting LLC [Member] | Series B Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Payment to acquire intangible assets | $ 3,300,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Operating revenues | $ 890,075 | $ 705,180 |
Cost of revenues | 607,833 | 473,066 |
Gross profit | 282,242 | 232,114 |
Operating expenses: | ||
General and administrative | 5,061,430 | 2,519,283 |
Loss from operations | (4,779,188) | (2,287,169) |
Other income (expenses) | ||
Interest expense | (730,825) | (165,821) |
Bad debt | ||
Loan forgiveness | 11,593 | |
Loss on investment | (435,037) | |
Loss on impairment | (6,419,944) | |
Gain on debt conversion | 514,425 | |
Debt settlement gain (loss) | (231,930) | 35,000 |
Write off old inventory | (204,981) | |
Derivative liability gain (loss) | 3,569,489 | (58,941) |
Total other expenses | (3,722,229) | (394,743) |
Loss before income taxes | (8,501,417) | (2,681,912) |
Provision for income taxes | ||
Net loss | $ (8,501,417) | $ (2,681,912) |
ACQUISITIONS AND INTANGIBLE A_3
ACQUISITIONS AND INTANGIBLE ASSET (Details Narrative) - USD ($) | Mar. 06, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Acquisition of goodwill | $ 596,906 | ||||
Impairment amount | 5,353,118 | $ 21,000 | |||
Stock Issued During Period, Value, Purchase of Assets | 4,550,000 | ||||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 1,479,121 | ||||
Purge Virus LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of intangible assets | $ 225,000 | ||||
Acquisition of goodwill | $ 596,906 | ||||
Purge Virus LLC [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of intangible assets useful lives | 3 years | ||||
Purge Virus LLC [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of intangible assets useful lives | 10 years | ||||
Purge Virus LLC [Member] | Series B Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued for consideration | 2,000,000 | ||||
Value of shares invested | $ 800,000 | ||||
IAQ Technologies LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Impairment amount | 803,156 | ||||
Purge Virus LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 100.00% | ||||
Independence LED Lighting LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of intangible assets | 3,300,000 | ||||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 3,300,000 | ||||
Independence LED Lighting LLC [Member] | Series B Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 250,000 | ||||
Stock Issued During Period, Value, Purchase of Assets | $ 3,300,000 | ||||
Energy Intelligencer Center LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of intangible assets | $ 1,479,121 | ||||
Energy Intelligencer Center LLC [Member] | Warrant [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 50,000,000 | ||||
Energy Intelligencer Center LLC [Member] | Series B Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 125,000 | ||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,479,121 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 25, 2019 | Nov. 02, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Interest and penalties | $ 283,000 | ||||
Legal settlement amount | $ 60,522.32 | ||||
Number of shares authorized for reserves | 1,500,000,000 | ||||
Accrued Liability | $ 260,000 | ||||
Reserve shares issued | 1,500,000,000 | ||||
Auctus Fund, LLC [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payment of notes payable | $ 115,000 | ||||
Auctus Fund, LLC [Member] | Settlement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued during period | 794,041,134 | ||||
Settlement gain | $ 89,447 | ||||
On or before November 1, 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued for settlement of debt | 264,680,377 | ||||
On or before December 2, 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued for settlement of debt | 264,680,378 | ||||
On or before January 1, 2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued for settlement of debt | 264,680,378 |
SUMMARY OF EFFECTIVE INCOME TAX
SUMMARY OF EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | (21.00%) | (21.00%) |
State income tax rate, net of federal Benefit | (3.60%) | (3.60%) |
Permanent differences, including stock-based compensation and impairment of acquired assets | 8.60% | 8.60% |
Change in valuation allowance | 16.00% | 16.00% |
Effective tax rate | 0.00% | 0.00% |
SUMMARY OF DEFERRED TAX ASSETS
SUMMARY OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Tax benefit of net operating loss carry forward | $ 1,998,003 | $ 85,902 |
less valuation allowance | (1,998,003) | (85,902) |
Net deferred tax assets |
SCHEDULE OF NET OPERATING LOSS
SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 13,870,138 |
Tax Year 2012 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 15,996 |
Expiration | 2022 |
Tax Year 2013 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 84,206 |
Expiration | 2023 |
Tax Year 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 494,301 |
Expiration | 2024 |
Tax Year 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 680,549 |
Expiration | 2025 |
Tax Year 2016 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 651,537 |
Expiration | 2026 |
Tax Year 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 129,493 |
Expiration | 2027 |
Tax Year 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 1,842,498 |
Expiration | 2028 |
Tax Year 2019 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 48,201 |
Expiration | 2029 |
Tax Year 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 409,057 |
Expiration | 2030 |
Tax Year 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 9,514,300 |
Expiration | 2031 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 0 | $ 0 |
Unused Operating loss carryforwards | 13,900,000 | |
Operating Loss Carryforwards, Valuation Allowance | 2,178,954 | 1,029,845 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,149,000 | $ 943,000 |
SUMMARY OF FAIR VALUE OF WARRAN
SUMMARY OF FAIR VALUE OF WARRANTS (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rick free rate | 384 | 466 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rick free rate | 384 | 466 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rick free rate | 0 | 0 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rick free rate | 1 | 1.24 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 3 years | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 5 years |
SCHEDULE OF STOCKHOLDERS EQUITY
SCHEDULE OF STOCKHOLDERS EQUITY NOTE WARRANTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants And Options | ||
Warrants oustanding beginning | 713,571,428 | |
Weighted average exercise price, beinning | $ 0.0100 | |
Warrants granted | 1,268,541,667 | 713,571,428 |
Weighted average exercise price, Warrants granted | $ 0.0034 | $ 0.0100 |
Intrinsic value warrant outstanding beginning balance | ||
Warrant exercised | ||
Weighted average exercise price, Warrant exercised | ||
Warrants forfeited | ||
Weighted average exercise price, Warrants forfeited | ||
Intrinsic value warrant exercised | ||
Warrants oustanding ending | 1,982,113,095 | 713,571,428 |
Weighted average exercise price, ending | $ 0.0134 | $ 0.0100 |
Intrinsic value warrant outstanding ending balance |
WARRANTS AND OPTIONS (Details N
WARRANTS AND OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants And Options | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,268,541,667 | 713,571,428 |
Warrants and Rights Outstanding | $ 3,062,302 | $ 862,160 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,982,113,095 | |
Issuance of warrants for expenses | $ 2,064,665 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Oct. 13, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 04, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | $ 355,527 | ||
Stock Issued During Period, Value, Acquisitions | 800,000 | |||
Shares value | 800,000 | |||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | $ 50,000 | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 0.0035 | |||
Preferred Stock, Voting Rights | a 1-50 conversion ratio and to receive 1 vote per converted common shares on an as converted basis. If declared the dividends would accrue until paid in full. | |||
Preferred Class B [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000,000 | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 100,000 | |||
Shares, Issued | 100,000 | |||
Stock Issued During Period, Shares, Acquisitions | 375,000 | |||
Stock issued for services, shares | 571,167 | |||
Stock issued for services | $ 1,766,014 | |||
Conversion of Stock, Shares Converted | 335,000 | |||
Preferred Class B [Member] | Cash [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Value, Acquisitions | $ 4,550,000 | |||
Number of shares issued during period | 175,000 | |||
Stock Issued During Period, Value, New Issues | $ 449,279 | |||
Preferred Class B [Member] | PV [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ownership percentage | 100.00% | |||
Preferred Class B [Member] | LED Company [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ownership percentage | 100.00% | |||
Preferred Class B [Member] | EIC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ownership percentage | 33.00% | |||
Preferred Class B [Member] | Purge Virus LLC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Preferred Class B [Member] | Chief Executive Officer [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 312,500 | |||
Preferred Class B [Member] | Consultants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued for services | 1,651,315 | |||
Stock Issued During Period, Value, Issued for Services | $ 293,027 | |||
Series B Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares, Issued | 100,000 | |||
Percentage o f member interest by parent | 10000.00% | |||
Stock Issued During Period, Value, Acquisitions | $ 50,000 | |||
Preferred Class A [Member] | Cash [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued during period | 2,750,000 | |||
Stock Issued During Period, Value, New Issues | $ 275,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,396,567,128 | 2,936,347,316 | ||
Number of shares issued for services | 10,000,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | |||
Stock Issued During Period, Value, Acquisitions | ||||
Number of shares issued during period | 527,500,000 | |||
Loan cost | $ 20,000 | |||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||
Common Stock [Member] | Cash [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued during period | 527,500,000 | |||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||
Common Stock [Member] | Preferred Class B [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Conversion of Stock, Shares Converted | 335,000,000 | |||
Convertible Promissory Notes [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,396,567,128 | |||
Repayments of Convertible Debt | $ 2,822,118 | |||
Convertible Promissory Notes [Member] | Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,936,347,316 | |||
Repayments of Convertible Debt | $ 646,456 | |||
Number of shares issued during period | 10,000,000 | |||
Paycheck Protection Program [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Note payable | $ 11,593 |
SUMMARY OF SHARES ISSUED AND OU
SUMMARY OF SHARES ISSUED AND OUTSTANDING (Details) - shares | Apr. 15, 2022 | Mar. 22, 2022 | Mar. 21, 2022 | Mar. 15, 2022 | Mar. 03, 2022 | Feb. 28, 2022 | Jan. 12, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||||||
Common shares outstanding at December 31, 2021 | 7,177,931,757 | 4,713,543,121 | ||||||||
Number of shares issued | 7,177,931,757 | 4,713,543,121 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common shares outstanding at December 31, 2021 | 5,253,815 | |||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 6,753,815 | 500,000 | 1,000,000 | |||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common shares outstanding at December 31, 2021 | 7,177,931,757 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 7,939,754,800 | 80,645,161 | 437,500,000 | 80,645,161 | 118,202,055 | 44,830,666 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 05, 2022 | Apr. 04, 2022 | Mar. 31, 2022 | Mar. 22, 2022 | Mar. 21, 2022 | Mar. 15, 2022 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 18, 2022 | Jan. 21, 2022 | Jan. 14, 2022 | Jan. 12, 2022 | Jan. 12, 2022 | Jan. 03, 2022 | Oct. 26, 2021 | Oct. 10, 2021 | Sep. 22, 2021 | Jun. 25, 2021 | May 10, 2021 | Apr. 08, 2021 | Jan. 20, 2021 | Oct. 28, 2020 | Feb. 26, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Investment | $ 765,463 | $ 168,000 | ||||||||||||||||||||||||
Number of common stock purchase warrants shares | 1,982,113,095 | |||||||||||||||||||||||||
GenBio Inc [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Investment | $ 25,000 | |||||||||||||||||||||||||
Third Party Lender [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 78,750 | $ 325,000 | $ 43,750 | $ 65,000 | $ 53,750 | $ 103,500 | $ 205,000 | $ 115,000 | ||||||||||||||||||
Legal fees | $ 3,750 | $ 12,500 | $ 3,750 | $ 3,000 | $ 3,750 | $ 3,500 | $ 5,000 | $ 2,000 | ||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||||||||||||
Debt conversion shares issued | 80,645,161 | |||||||||||||||||||||||||
Borrowed amount | $ 250,000 | |||||||||||||||||||||||||
Original issue discount | 50,000 | |||||||||||||||||||||||||
Legal fees | 4,000 | |||||||||||||||||||||||||
Number of common stock purchase warrants shares | 500,000,000 | |||||||||||||||||||||||||
Number of shares issued during period | 437,500,000 | |||||||||||||||||||||||||
Acquisition for value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||
Borrowed amount, net of original issue discount and legal expenses | 196,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Mitchell Schwartz [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Purchase option Percent | 90.00% | 90.00% | 90.00% | |||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | SMART Solution Technology [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Purchase option Percent | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | SMART Solution Technology [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | 100.00% | |||||||||||||||||||||||
Subsequent Event [Member] | GenBio Inc [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Investment | $ 10,000 | $ 15,000 | ||||||||||||||||||||||||
Number of shares issued for investment | 10,000 | 15,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | SMART Solution Technology [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Borrowed amount | $ 185,000 | |||||||||||||||||||||||||
Number of common stock purchase warrants shares | 300,000 | 300,000 | 300,000 | |||||||||||||||||||||||
Warrant strike price per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Warrants term | 3 years | 3 years | 3 years | |||||||||||||||||||||||
Subsequent Event [Member] | SMART Solution Technology [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of common stock purchase warrants shares | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||||||||
Number of shares issued during period | 1,000,000 | 10,000 | ||||||||||||||||||||||||
Debt, Current | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||
Conversion of stock | $ 910,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Third Party Lenders [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 40,000 | $ 40,000 | $ 15,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 789 | 2,203 | ||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 350 | 350 | $ 350 | |||||||||||||||||||||||
Debt conversion shares issued | 118,202,055 | 44,830,666 | ||||||||||||||||||||||||
Loss on conversion | $ 136,164 | $ 18,312 | ||||||||||||||||||||||||
Subsequent Event [Member] | Third Party Lenders One [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Borrowed amount | $ 220,000 | $ 43,750 | 43,750 | |||||||||||||||||||||||
Borrowed amount, net of fee and legal expenses | 200,000 | $ 40,000 | ||||||||||||||||||||||||
Original issue discount | 10,000 | |||||||||||||||||||||||||
Legal fees | $ 10,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Robert Kosowski [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of common stock purchase warrants shares | 20,000,000 | |||||||||||||||||||||||||
Warrant strike price per share | $ 0.001 | |||||||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||||||
Subsequent Event [Member] | Mitchell Schwartz [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of shares issued for services | 990,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Third Party Lender [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Borrowed amount, net of original issue discount and legal expenses | $ 105,000 | |||||||||||||||||||||||||
Payments for equipment | $ 500,000 | |||||||||||||||||||||||||
Convertible Debt | $ 115,000 |