Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-21202 | |
Entity Registrant Name | Resonate Blends, Inc. | |
Entity Central Index Key | 0000897078 | |
Entity Tax Identification Number | 58-1588291 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 26565 Agoura Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Calabasas | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91302 | |
City Area Code | 571 | |
Local Phone Number | 888-0009 | |
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 Common Stock, Shares Outstanding | 44,770,912 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 975,869 | $ 114,325 |
Advances to Suppliers | 54,599 | |
Inventories | 170,886 | |
Total current assets | 1,146,755 | 168,924 |
Fixed assets, net | 21,063 | |
Investment in equity method investee | 100 | 100 |
TOTAL ASSETS | 1,167,918 | 169,024 |
Current liabilities | ||
Accounts payable and accrued liabilities | 122,494 | 198,936 |
Due to related parties | 25,000 | 187,500 |
Convertible notes payable, net of discount | 1,870,000 | 504,793 |
Derivative liability | 4,281,046 | 274,134 |
Current liabilities of discontinued operations | ||
Total current liabilities | 6,298,540 | 1,165,363 |
Total liabilities | 6,298,540 | 1,165,363 |
Stockholders’ deficit | ||
Common stock; $0.0001 par value; 200,000,000 shares authorized; 44,270,912 and 29,769,627 shares issued and outstanding as of June 30, 2021 December 31, 2020 , respectively. | 4,427 | 2,976 |
Additional paid-in capital | 22,405,737 | 20,101,480 |
Accumulated deficit | (27,540,986) | (21,100,995) |
Total Stockholders’ deficit | (5,130,622) | (996,339) |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | 1,167,918 | 169,024 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock,10,000,000 shares authorized, $0.0001 par value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock,10,000,000 shares authorized, $0.0001 par value | 200 | 200 |
Series D Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock,10,000,000 shares authorized, $0.0001 par value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Outstanding | 44,270,912 | 29,769,627 |
Common stock shares issued | 44,270,912 | 29,769,627 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 66,667 | 66,667 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Outstanding | 2,000,000 | 2,000,000 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 40,000 | 40,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUES | ||||
COST OF REVENUES | ||||
Gross profit | ||||
Operating expenses | ||||
Advertising | 157,544 | 197 | 210,919 | 6,697 |
General and administrative expenses | (14,791) | 126,077 | 133,162 | 335,088 |
Legal and Professional fees | 93,350 | 103,716 | 410,494 | 297,116 |
Officer Compensation | 105,364 | 239,114 | ||
Salaries and Related | 68,750 | 99,400 | 193,750 | 240,900 |
Sales Commission | ||||
Office Rent | 675 | 1,465 | ||
Impairment of inhouse software | ||||
Non cash management fees | 986,121 | 198,514 | 986,121 | 198,514 |
Total operating expenses | 1,397,013 | 527,904 | 2,175,025 | 1,079,315 |
Loss from operations | (1,397,013) | (527,904) | (2,175,025) | (1,079,315) |
Other Income (expense) | ||||
Other Income | 532 | 844 | ||
Interest expense | (37,198) | (12,805) | (58,728) | (19,802) |
Loss on change of derivative liability | (3,881,807) | (699,999) | (4,130,456) | (617,768) |
Amortization of debt discount | (13,559) | (10,583) | (13,559) | |
Amortization of debt issuance costs | (123,543) | (123,543) | ||
Gain (loss) on settlement of derivative liabilities | ||||
Legal settlement | ||||
Gain on settlement of notes payable | 57,500 | 31,961 | 57,500 | 31,961 |
Total other expense | (3,984,516) | (694,402) | (4,264,966) | (619,168) |
Income (loss) from investment in equity method investee | ||||
NET INCOME (LOSS) from continuing operations | (5,381,529) | (1,222,306) | (6,439,991) | (1,698,483) |
NET INCOME (LOSS) from discontinued operations | 40,223 | (92,428) | ||
NET INCOME (LOSS) | $ (5,381,529) | $ (1,182,083) | $ (6,439,991) | $ (1,790,911) |
Net Income (loss) per common share: basic and diluted | 31,085,610 | 22,583,232 | 31,085,610 | 17,727,765 |
Earnings Per Share, Basic and Diluted | $ (0.17) | $ (0.05) | $ (0.21) | $ (0.10) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 200 | $ 1,715 | $ 18,570,178 | $ (19,159,721) | $ (587,228) |
Beginning Balance, shares at Dec. 31, 2019 | 4,000,000 | 2,000,000 | 17,133,936 | |||
Common stock issue | $ 255 | 275,440 | 275,696 | |||
Common stock issuance, shares | 2,571,778 | |||||
Net Loss for the quarter | (608,828) | (608,828) | ||||
Ending balance, value at Mar. 31, 2020 | $ 400 | $ 200 | $ 1,970 | 18,845,618 | (19,768,549) | (920,360) |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 4,000,000 | 2,000,000 | 19,705,714 | |||
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 200 | $ 1,715 | 18,570,178 | (19,159,721) | (587,228) |
Beginning Balance, shares at Dec. 31, 2019 | 4,000,000 | 2,000,000 | 17,133,936 | |||
Net Loss for the quarter | (1,790,911) | |||||
Ending balance, value at Jun. 30, 2020 | $ 400 | $ 200 | $ 2,395 | 19,269,708 | (20,950,632) | (1,677,929) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 4,000,000 | 2,000,000 | 23,950,843 | |||
Beginning balance, value at Mar. 31, 2020 | $ 400 | $ 200 | $ 1,970 | 18,845,618 | (19,768,549) | (920,360) |
Beginning Balance, shares at Mar. 31, 2020 | 4,000,000 | 2,000,000 | 19,705,714 | |||
Common stock issue | $ 100 | 99,900 | 100,000 | |||
Common stock issuance, shares | 1,000,000 | |||||
Non-Cash Compensation | $ 250 | 249,265 | 249,515 | |||
Non-Cash Compensation, shares | 2,495,129 | |||||
Conversion of notes payable | $ 75 | 74,925 | 75,000 | |||
Conversion of notes payable, shares | 750,000 | |||||
Net Loss for the quarter | (1,182,083) | (1,182,083) | ||||
Ending balance, value at Jun. 30, 2020 | $ 400 | $ 200 | $ 2,395 | 19,269,708 | (20,950,632) | (1,677,929) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 4,000,000 | 2,000,000 | 23,950,843 | |||
Beginning balance, value at Dec. 31, 2020 | $ 200 | $ 2,976 | 20,101,480 | (21,100,995) | (996,339) | |
Beginning Balance, shares at Dec. 31, 2020 | 2,000,000 | 29,769,627 | ||||
Common stock issue | $ 1,163 | 1,721,338 | 1,722,501 | |||
Common stock issuance, shares | 11,633,260 | |||||
Preferred stock issuance | ||||||
Net Loss for the quarter | (1,058,462) | (1,058,462) | ||||
Ending balance, value at Mar. 31, 2021 | $ 200 | $ 4,139 | 21,822,818 | (22,159,457) | (332,300) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 2,000,000 | 41,402,887 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 200 | $ 2,976 | 20,101,480 | (21,100,995) | (996,339) | |
Beginning Balance, shares at Dec. 31, 2020 | 2,000,000 | 29,769,627 | ||||
Net Loss for the quarter | (6,439,991) | |||||
Ending balance, value at Jun. 30, 2021 | $ 200 | $ 4,427 | 22,405,737 | (27,540,986) | (5,130,622) | |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 2,000,000 | 44,270,912 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 200 | $ 4,139 | 21,822,818 | (22,159,457) | (332,300) | |
Beginning Balance, shares at Mar. 31, 2021 | 2,000,000 | 41,402,887 | ||||
Common stock issue | $ 288 | 582,919 | 583,207 | |||
Common stock issuance, shares | 2,868,025 | |||||
Net Loss for the quarter | (5,381,529) | |||||
Ending balance, value at Jun. 30, 2021 | $ 200 | $ 4,427 | $ 22,405,737 | $ (27,540,986) | $ (5,130,622) | |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 2,000,000 | 44,270,912 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net Income (loss) | $ (6,439,991) | $ (1,790,911) |
Net loss from discontinued operations | ||
Adjustments to reconcile | ||
Amortization and depreciation | 10,583 | 13,559 |
Loss on derivative liability | 4,006,912 | 616,768 |
Non cash interest expense | 16,142 | 18,303 |
Share professional fees | 82,473 | 251,695 |
Share based compensation | 986,121 | 198,514 |
Gain (Loss) on the settlement of debt | (57,500) | (31,961) |
Gain on settlement of derivative liabilities | (143,293) | |
Changes in assets and liabilities | ||
Receivables | 6,006 | |
Inventories | (170,886) | |
Advances to suppliers | (54,599) | |
Accounts payable and accrued expenses | (76,442) | 99,088 |
Due to Related party | (105,000) | (29) |
Net cash used by operating activities | (1,802,187) | (762,261) |
Net cash provided by discontinued operations | ||
Net cash used in operations | (1,802,187) | (762,261) |
Cash Flows from investing activities | ||
Purchase of fixed assets | (21,063) | |
Net cash used by investing activities | (21,063) | |
Cash Flows from Financing Activities | ||
Proceeds from subscription | 1,319,587 | 150,000 |
Proceeds from convertible notes (net) | 1,870,000 | 581,000 |
Proceeds from notes payables | 187,619 | |
Payments on preferred stocks buy back | ||
Payments on convertible notes payable | (504,793) | (27,757) |
Net cash provided by financing activities | 2,684,794 | 890,862 |
Net increase in cash | 861,544 | 128,601 |
Cash, beginning of period | 114,325 | 53,139 |
Cash, end of period | 975,869 | 181,740 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 58,728 | |
Cash paid for tax | ||
Non-Cash investing and financing transactions | ||
Conversion of debt for common stock | $ 306,858 | $ 85,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS The Company Resonate Blends, Inc. formerly Textmunication Holdings, Inc. (the “Company”) was incorporated on in October 1984 in the State of Georgia as Brock Control Systems. Founded by Richard T. Brock, the Company was in the sales automation market and an early developer of enterprise customer management systems. The Company went public at the end of March of 1993. In February of 1996, the Company changed its name to Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave Technologies, Inc. On January 20, 2020, Wais Asefi resigned as Chairman and as a member of our Board of Directors. Mr. Asefi’s resignation is in support of Resonate Blends strategic direction of becoming a pure play cannabis company. The Company does not believe that Mr. Asefi has any disagreements on matters relating to our operations, policies or practices. Also, on January 20, 2020, our Board of Directors appointed Geoffrey Selzer as our Chairman. In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus. On May 22, 2020, Resonate Blends, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company will retain its cannabis operations based in Calabasas, California. The consideration for the sale of Textmunication consists of the cancellation by the Asefi Group of 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $ 337,542 , based on our last sales price of $ 0.07 per share as of May 26, 2020. Upon the cancellation of the Shares, the Company agreed to execute a general release in favor of Mr. Asefi. Also on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $ 200,000 from the Company’s future fundraising as consideration of all debts outstanding under Mr. Asefi’s employment agreement with the Company. Mr. Asefi further agreed to cancel his 4,000,000 shares of Series A Preferred Stock and to transfer his 2,000,000 shares of Series C Preferred Stock to Geoffrey Selzer, the Company’s current CEO and Director. Mr. Asefi further released the Company of all claims. Also on May 22, 2020, Mr. Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000 shares of Series C Preferred Stock in favor of the sale of Textmunication to the Asefi Group. On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group cancelled 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $ 332,842 , based on our last sales price of $ 0.07 per share as of May 26, 2020. The Company also executed a general release in favor of Mr. Asefi. Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2021, the Company has an accumulated deficit of $ 27,540,986 . The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. As of June 30, 2021, the company balances exceeded the federally insured limit by approximately $ 1,250,000 deposited under one institution. Management is making certain arrangements to mitigate this risk during the next quarter. Revenue Recognition The Company did not have any revenues from continuing operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2021 and year ended December 31, 2020. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 4,281,046 4,281,046 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 274,134 274,134 Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years . Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Company policy capitalize property and equipment for cost over $ 1,000 , asset acquired under $ 1,000 are charge to operations. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS On May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $ 200,000 from the Company’s future fundraising as consideration of all debts outstanding under Mr. Asefi’s employment agreement with the Company. Mr. Asefi further agreed to cancel his 4,000,000 shares of Series A Preferred Stock and to transfer his 2,000,000 shares of Series C Preferred Stock to Geoffrey Selzer, the Company’s current CEO and Director. Mr. Asefi further released the Company of all claims. On May 22, 2020, the 4,000,000 shares of Series A Preferred Stock were returned to the Company’s transfer agent and cancelled and on May 22, 2020 the 2,000,000 shares of Series C Preferred Stock were transferred to Mr. Selzer. The parties to the Separation Agreement agreed to a payment schedule of $ 200,000 based on future monies raised by the Company - and not on a specific date – as follows: ● $ 12,500 when the initial $ 250,000 is raised by the Company; ● $ 12,500 when a total of $ 500,000 is raised by the Company; ● $ 10,000 when a total of $ 750,000 is raised by the Company; ● $ 35,000 when a total of $ 1,750,000 is raised by the Company; ● $ 35,000 when a total of $ 2,750,000 is raised by the Company; ● $ 35,000 when a total of $ 3,750,000 is raised by the Company; ● $ 35,000 when a total of $ 4,750,000 is raised by the Company; and ● $ 25,000 when a total of $ 5,750,000 is raised by the Company. On May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $ 200,000 USD to $ 142,500 USD. In addition to the earlier payments made to Mr. Asefi, a payment of $ 40,000 was made on May 14, 2021 and another payment on June 27, 2021 for $ 40,000 . The final payment due on August 11, 2021 is for $ 25,000 . The final payment due on August 11, 2021 will settle this agreement in full. Further under the amendment, Mr. Asefi nominated Textmunication, Inc., our prior subsidiary, as the recipient of the funds due under the Separation Agreement. The outstanding balances as of June 30, 2021 and December 31, 2020 are $ 25,000 and $ 187,500 respectively. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of June 30, 2021 and December 31, 2020: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2021 December 31, 2020 Convertible notes face value $ 1,870,000 $ 517,544 Less: Discounts - (12,751 ) Less: Debt issuance cost - Net convertible notes $ 1,870,000 $ 504,793 Explanation of Derivative Liability Loss: The convertible notes as of June 30, 2021 are 8 % Unsecured Convertible Promissory Notes from various accredited investors issued from January 1, 2021 to June 30, 2021. All notes have an automatic conversion into equity on the maturity date, which is January 2, 2022 5,000,000 4,281,046 .10 The three months ended June interest accrued for the convertible notes payable at $ 12,263 , $ 12,671 and $ 12,263 respectively. Under U.S. GAAP, convertible debt is considered a “hybrid” financial instrument consisting of interest-bearing debt, referred to as the “host”, and certain embedded features requiring evaluation for bifurcation and separate accounting from the host instrument. ASC 815-15-25-1 provides the following guidance for determining whether an embedded feature should be accounted for separately as a derivative: An embedded derivative shall be separated from the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10 if and only if all of the following criteria are met: a. The economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract. b. The hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted accounting principles (GAAP) with changes in fair value reported in earnings as they occur. c. A separate instrument with the same terms as the embedded derivative would, pursuant to Section 815-10-15, be a derivative instrument subject to the requirements of this Subtopic. If an issuer concludes that any of the embedded features should be bifurcated and accounted for as derivatives, the issuer should determine the fair value of these features upon issuance and record them on the balance sheet as a derivative liability with a corresponding amount recorded as debt discount. This discount should be amortized to interest expense using the effective interest method. Any changes in fair value of the derivative liability subsequent to issuance should be recognized in the income statement in the period in which the change occurs. The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Office Lease On October 16, 2019, the Company signed a lease agreement that expires on thirty days’ notice. Rent expense was approximately $ 675 and $ 0 for the quarter ended June 30, 2021 and 2020, respectively. Executive Employment Agreement On October 25, 2019, the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $ 180,000 ; (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of $ 120,000 : and David Thielen as Chief Investment Officer (CIO) with an annual salary of $ 120,000 . All are eligible for salary increases upon milestone achievements and other benefits. The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service. Other On May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $ 200,000 On May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $ 200,000 142,500 40,000 40,000 25,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY During the second quarter of 2021 the company issued a total of 2,868,025 SCHEDULE OF COMPENSATION AND SERVICES RENDERED Professional Fees $ 583,409 Convertible promissory notes - Total $ 583,409 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations | |
DISCONTINUED OPERATIONS | NOTE 7 – DISCONTINUED OPERATIONS On July 20, 2020, the Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company retained its cannabis operations based in Calabasas, California. The Company has accounted for this spinout as a discontinued operation and retroactively reclassified all previously presented financial information. The following summarizes the results of operations for Textmunication, Inc. for the six months ended June 30, 2020 2020 Revenues $ 477,734 Cost of Revenues (114,237 ) Operating expenses (455,925 ) Loss from operations of discontinued operations (92,428 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Resonate Blends was granted a Type S: Shared Facility - Adult and Medicinal Cannabis Manufacturing License on July 23, 2021. The license allows Resonate Blends to manufacture cannabis products at the licensed facility of The Galley, QVI, Inc. in Santa Rosa, California. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. As of June 30, 2021, the company balances exceeded the federally insured limit by approximately $ 1,250,000 deposited under one institution. Management is making certain arrangements to mitigate this risk during the next quarter. |
Revenue Recognition | Revenue Recognition The Company did not have any revenues from continuing operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2021 and year ended December 31, 2020. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 4,281,046 4,281,046 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 274,134 274,134 |
Net income (loss) per Common Share | Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Property and equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years . Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Company policy capitalize property and equipment for cost over $ 1,000 , asset acquired under $ 1,000 are charge to operations. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2021 and year ended December 31, 2020. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 4,281,046 4,281,046 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 274,134 274,134 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following as of June 30, 2021 and December 31, 2020: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2021 December 31, 2020 Convertible notes face value $ 1,870,000 $ 517,544 Less: Discounts - (12,751 ) Less: Debt issuance cost - Net convertible notes $ 1,870,000 $ 504,793 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMPENSATION AND SERVICES RENDERED | SCHEDULE OF COMPENSATION AND SERVICES RENDERED Professional Fees $ 583,409 Convertible promissory notes - Total $ 583,409 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations | |
SCHEDULE OF DISCONTINUED OPERATIONS | 2020 Revenues $ 477,734 Cost of Revenues (114,237 ) Operating expenses (455,925 ) Loss from operations of discontinued operations (92,428 ) |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Jul. 20, 2020 | May 26, 2020 | May 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | $ 27,540,986 | $ 21,100,995 | |||
Asefi Group [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 4,822,029 | 4,822,029 | |||
Stock Repurchased and Retired During Period, Value | $ 332,842 | $ 337,542 | |||
Sale of Stock, Price Per Share | $ 0.07 | $ 0.07 | |||
Asefi Group [Member] | Separation and Release Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 4,000,000 | ||||
Repayments of Debt | $ 200,000 | ||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||
Mr. Selzer [Member] | Voting Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 2,000,000 |
SUMMARY OF ASSETS AND LIABILITI
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | $ 4,281,046 | $ 274,134 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities | $ 4,281,046 | $ 274,134 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Cash, FDIC Insured Amount | $ 1,250,000 |
Property, Plant and Equipment, Useful Life | from three to seven years |
[custom:PropertyAndEquipmentExcessCapitalizedCost] | $ 1,000 |
Payments to Acquire Productive Assets | $ 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 11, 2021 | Jun. 27, 2021 | May 14, 2021 | May 13, 2021 | Jul. 20, 2020 | May 26, 2020 | May 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties, Current | $ 25,000 | $ 187,500 | |||||||
Series A Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 4,000,000 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 2,000,000 | ||||||||
Asefi Group [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 4,822,029 | 4,822,029 | |||||||
Asefi Group [Member] | Separation and Release Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayments of Debt | $ 200,000 | ||||||||
Stock Repurchased and Retired During Period, Shares | 4,000,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction One [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | $ 12,500 | ||||||||
[custom:AmountOfCapitalRaised] | 250,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Two [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 12,500 | ||||||||
[custom:AmountOfCapitalRaised] | 500,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Three [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 10,000 | ||||||||
[custom:AmountOfCapitalRaised] | 750,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Four [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 35,000 | ||||||||
[custom:AmountOfCapitalRaised] | 1,750,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Five [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 35,000 | ||||||||
[custom:AmountOfCapitalRaised] | 2,750,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Six [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 35,000 | ||||||||
[custom:AmountOfCapitalRaised] | 3,750,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Seven [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 35,000 | ||||||||
[custom:AmountOfCapitalRaised] | 4,750,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Transaction Eight [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 25,000 | ||||||||
[custom:AmountOfCapitalRaised] | 5,750,000 | ||||||||
Geoffrey Selzer, CEO [Member] | Separation and Release Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | $ 200,000 | ||||||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from (Repayments of) Debt | $ 40,000 | $ 40,000 | $ 40,000 | ||||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from (Repayments of) Debt | $ 25,000 | ||||||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from (Repayments of) Debt | 200,000 | ||||||||
Wais Asefi [Member] | Separation and Release Agreement [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from (Repayments of) Debt | $ 142,500 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Convertible notes face value | $ 1,870,000 | $ 517,544 |
Less: Discounts | (12,751) | |
Less: Debt issuance cost | ||
Net convertible notes | $ 1,870,000 | $ 504,793 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Short-term Debt [Line Items] | ||||
Loss on derivative liability | $ 4,006,912 | $ 616,768 | ||
Convertible Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Increase, Accrued Interest | $ 12,263 | $ 12,671 | $ 12,263 | |
Convertible Promissory Note [Member] | Unsecured Debt [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Debt Conversion, Description | All notes have an automatic conversion into equity on the maturity date, which is January 2, 2022, or if a Qualified Financing (QF) of $5,000,000 is achieved, whichever occurs first. The maturity date pricing is the lesser of $.10 or 75% of the VWAP with a 20-day lookback. A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate offering. | |||
Debt Instrument, Maturity Date | Jan. 2, 2022 | |||
[custom:QualifiedFinancingAmount] | $ 5,000,000 | |||
Unsecured Convertible Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Loss on derivative liability | $ 4,281,046 | |||
Conversion price | $ 0.10 | $ 0.10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 11, 2021 | Jun. 27, 2021 | May 14, 2021 | May 13, 2021 | May 22, 2020 | Oct. 25, 2019 | Oct. 16, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Loss Contingencies [Line Items] | |||||||||||
Lessee, Operating Lease, Description | the Company signed a lease agreement that expires on thirty days’ notice. | ||||||||||
Payments for Rent | $ 675 | $ 0 | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 105,364 | $ 239,114 | |||||||||
Employment Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
[custom:EmployementAgreementDescription] | The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service. | ||||||||||
Employment Agreement [Member] | Geoffrey Selzer, CEO [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 180,000 | ||||||||||
Employment Agreement [Member] | Pamela Kerwin, COO [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 120,000 | ||||||||||
Employment Agreement [Member] | David Thielen, CIO [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 120,000 | ||||||||||
Separation and Release Agreement [Member] | Asefi Group [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Repayments of Debt | $ 200,000 | ||||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Proceeds from (Repayments of) Debt | $ 40,000 | $ 40,000 | $ 40,000 | ||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Proceeds from (Repayments of) Debt | $ 25,000 | ||||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | Maximum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Proceeds from (Repayments of) Debt | 200,000 | ||||||||||
Separation and Release Agreement [Member] | Wais Asefi [Member] | Minimum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Proceeds from (Repayments of) Debt | $ 142,500 |
SCHEDULE OF COMPENSATION AND SE
SCHEDULE OF COMPENSATION AND SERVICES RENDERED (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Equity [Abstract] | |
Professional Fees | $ 583,409 |
Convertible promissory notes | |
Total | $ 583,409 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 6 Months Ended |
Jun. 30, 2021shares | |
Vendors [Member] | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Stock Issued During Period, Shares, New Issues | 2,868,025 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Discontinued Operations | |
Revenues | $ 477,734 |
Cost of Revenues | (114,237) |
Operating expenses | (455,925) |
Loss from operations of discontinued operations | $ (92,428) |