Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No.1 to the Annual Report on Form 10-K of Resonate Blends, Inc. for the fiscal year ended December 31, 2021 (the “2021 10-K”) is being filed solely to correct the amount for non-cash management fees. | ||
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 | 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 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 | $ 14,258,608 | ||
Entity Common Stock, Shares Outstanding | 47,796,859 | ||
Auditor Name | Boyle CPA, LLC | ||
Auditor Location | Red Bank, NJ | ||
Auditor Firm ID | 6285 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 12,913 | $ 114,325 |
Receivables | ||
Prepaid expenses and other current assets | 10,830 | 54,599 |
Inventories | 245,776 | |
Total current assets | 269,519 | 168,924 |
Fixed assets, net | 31,337 | |
Investment in equity method investee | 100 | 100 |
TOTAL ASSETS | 300,955 | 169,024 |
Current liabilities | ||
Accounts payable and accrued liabilities | 206,872 | 198,936 |
Due to related parties | 45,000 | 187,500 |
Convertible notes payable, net of discount | 1,865,000 | 504,793 |
Derivative liability | 2,286,014 | 274,134 |
Total current liabilities | 4,402,886 | 1,165,363 |
Total liabilities | 4,402,886 | 1,165,363 |
Stockholders’ deficit | ||
Preferred stock | ||
Common stock; $0.0001 par value; 200,000,000 shares authorized; 45,046,637 and 29,769,627 shares issued and outstanding as of December 31, 2021 December 31, 2020, respectively. | 4,504 | 2,976 |
Additional paid-in capital | 22,757,429 | 20,101,480 |
Accumulated deficit | (26,864,064) | (21,100,995) |
Total Stockholders’ deficit | (4,101,931) | (996,339) |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | 300,955 | 169,024 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | $ 200 | $ 200 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 45,046,637 | 29,769,627 |
Common stock shares issued | 45,046,637 | 29,769,627 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 66,667 | 66,667 |
Preferred stock, par value | $ 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 value | $ 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 value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 40,000 | 0 |
Preferred stock, shares outstanding | 40,000 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
REVENUES | $ 19,457 | $ 27,031 | ||
COST OF REVENUES | 6,844 | 19,148 | ||
Gross profit | 12,613 | 7,883 | ||
Operating expenses | ||||
Advertising | 176,702 | 475 | 611,914 | 7,350 |
General and administrative expenses | 74,417 | 222,670 | 158,935 | 679,344 |
Legal and Professional fees | 49,101 | 120,755 | 567,025 | 521,850 |
Officer Compensation | 122,500 | 210,400 | 556,865 | 210,400 |
Salaries and Related | 40,000 | (185,400) | 236,250 | 196,500 |
Sales Commission | ||||
Office Rent | 1,369 | (405) | 3,239 | |
Non cash management fees | (23,065) | 1,290,362 | 198,514 | |
Total operating expenses | 441,025 | 368,495 | 3,424,590 | 1,813,958 |
Loss from operations | (428,412) | (368,495) | (3,416,707) | (1,813,958) |
Other Income (expense) | ||||
Other Income | 690 | |||
Interest expense | (38,048) | (206) | (135,292) | (54,659) |
Loss on change of derivative liability | 1,156,717 | 592,769 | (2,011,881) | (25,000) |
Amortization of debt discount | (15,875) | (10,583) | (56,350) | |
Amortization of debt issuance costs | (61,771) | (247,085) | ||
Gain (loss) on settlement of derivative liabilities | (7,175) | 24,786 | ||
Legal settlement | (1) | (31,890) | ||
Gain on settlement of notes payable | 62,500 | |||
Depreciation expense | (4,711) | (4,711) | ||
Total other expense | 1,052,187 | 569,512 | (2,346,362) | (143,113) |
INCOME (LOSS) from continuing operations | 623,775 | 201,017 | (5,763,069) | (1,957,071) |
INCOME (LOSS) from discontinued operations | 15,797 | |||
NET LOSS | $ 623,775 | $ 201,017 | $ (5,763,069) | $ (1,941,274) |
Basic weighted average common shares outstanding | 31,085,610 | 25,455,550 | 31,085,610 | 25,455,550 |
Net Income (loss) per common share: basic and diluted | $ 0.02 | $ 0.01 | $ (0.19) | $ (0.08) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 200 | $ 1,713 | $ 18,570,178 | $ (19,159,721) | $ (587,230) |
Beginning balance, shares at Dec. 31, 2019 | 4,000,000 | 2,000,000 | 17,133,936 | |||
Net loss | (1,941,274) | |||||
Ending balance, value at Dec. 31, 2020 | $ 200 | $ 2,976 | 20,101,480 | (21,100,995) | (996,339) | |
Ending balance, shares at Dec. 31, 2020 | 2,000,000 | 29,769,627 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 200 | $ 1,713 | 18,570,178 | (19,159,721) | (587,230) |
Beginning balance, shares at Dec. 31, 2019 | 4,000,000 | 2,000,000 | 17,133,936 | |||
Common stock Issuance, shares | 9,058,333 | |||||
Common stock issuance for services, shares | 2,396,428 | |||||
Stock issuance to settle notes payable, shares | 1,650,000 | |||||
Cancellation of shares held by Textmunication, shares | (4,755,029) | |||||
Shares issues for legal settlement, shares | 455,555 | |||||
Cancellation of preferred stock, shares | (4,000,000) | |||||
Ending balance, shares at Dec. 30, 2020 | 2,000,000 | 29,769,627 | ||||
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 issuance | $ 934 | $ 1,374,889 | $ 1,375,823 | |||
Common stock Issuance, shares | 9,341,702 | |||||
Debt converted to common stock | 36 | 160,676 | 160,712 | |||
Debt converted to common stock, shares | 362,426 | |||||
Common stock issuance for services | $ 545 | $ 1,107,897 | $ 1,108,442 | |||
Common stock issuance for services, shares | 5,447,882 | |||||
Exercise of warrant | $ 13 | 12,487 | 12,500 | |||
Exercise of warrant, shares | 125,000 | |||||
Net Loss | (5,763,069) | (5,763,069) | ||||
Net loss | (5,763,069) | |||||
Ending balance, value at Dec. 31, 2021 | $ 200 | $ 4,504 | $ 22,757,429 | $ (26,864,064) | $ (4,101,931) | |
Ending balance, shares at Dec. 31, 2021 | 45,046,637 |
Consolidated Statements of Cash
Consolidated Statements of Cash flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net Income (loss) | $ (5,763,069) | $ (1,941,274) |
Net loss from discontinued operations | 15,797 | |
Adjustments to reconcile | ||
Discount amortization | 10,583 | 56,350 |
Impairment of investments | 25,000 | |
Amortization and depreciation | 4,711 | |
Loss on derivative liability | 2,011,880 | |
Non cash interest expense | 16,142 | 54,659 |
Legal Settlement | 31,980 | |
Share professional fees | 165,435 | |
Share based compensation | 1,108,987 | 342,984 |
Gain (Loss) on the settlement of debt | (62,500) | |
Gain on settlement of derivative liabilities | (24,786) | |
Changes in operating assets and liabilities | ||
Inventories | (245,777) | |
Prepaid expenses and other current assets | (10,830) | |
Advances to suppliers | (54,599) | 54,599 |
Accounts payable and accrued expenses | 7,936 | (451,874) |
Due to Related party | (80,000) | 187,500 |
Net cash used by operating activities | (2,947,337) | (1,483,630) |
Net cash provided by (used in) operating activities of discontinued operations | 102,627 | |
Net cash used in operations | (2,947,337) | (1,381,003) |
Cash Flows from investing activities | ||
Purchase of fixed assets | (36,047) | |
Net cash used by investing activities | (36,047) | |
Cash Flows from Financing Activities | ||
Proceeds from subscription | 1,375,823 | 1,011,113 |
Proceeds from convertible notes (net) | 1,865,000 | 850,100 |
Proceeds from warrant exercise | 12,500 | |
Payments on convertible notes payable | (371,351) | (369,000) |
Net cash provided by financing activities | 2,881,972 | 1,492,213 |
Net cash used in finance | 2,881,972 | 1,492,213 |
Net increase in cash | (101,412) | 111,210 |
Cash, beginning of period | 114,325 | 3,115 |
Cash, end of period | 12,913 | 114,325 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 38,048 | (54,659) |
Cash paid for tax | ||
Non-Cash investing and financing transactions | ||
Conversion of debt for common stock | 306,858 | 10,000 |
Settlement of derivative liability | $ 500,422 |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN 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. In 2007, the Company deregistered its common stock in order to avoid the expenses of being a public company. The Company reported briefly on the OTC Disclosure & News Service in 2008 but not for long. The Company again changed its name to FSTWV, Inc. On October 28, 2013, the Company held a shareholder meeting to reincorporate the company in the State of Nevada and concurrently change its name to Textmunication Holdings, Inc. The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. On November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation, whereby the sole shareholder of the Company received 65,640,207 100 Textmunication is an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value added medium. For merchants we provide a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through Textmunication by opting into keywords designated to the merchant’s keywords. On July 9, 2018, the 1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split On June 25, 2019, the Company issued a press release announcing it plans to change its business direction from its current SMS technology business to focus on the emerging national cannabis market. The Company planned on using its mobile texting platform to enhance communication efforts with the potential acquisitions. On October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends, LLC, a California limited liability company (“Resonate”), and the members of Resonate. As a result of the transaction, Resonate became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5 665,072 We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection Also, on October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”) with Entourage Labs, LLC, a California limited liability company (“Entourage Labs”), and the members of Entourage Labs. As a result of the transaction, Entourage Labs became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5 665,072 We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection In addition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with Mark S. Johnson and the Company’s 49 20,000 Finally, 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 $ 180,000 120,000 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 without cause before one-year of service and eight (8) weeks after one-year of service. On December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary; Resonate Blends, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus. 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. On December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary; Resonate Blends, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. 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 4,822,029 337,542 0.07 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 4,000,000 2,000,000 Also on May 22, 2020, Mr. Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000 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. On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group cancelled 4,755,209 332,842 0.07 Basis of Presentation Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2021 and 2020. We have summarized our most significant accounting policies. 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 December 31, 2021, the Company has an accumulated deficit of $ 26,864,064 . 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 | 12 Months Ended |
Dec. 31, 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 an original 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. On December 31, 2021 and 2020 no Accounts receivable and allowance for doubtful accounts Accounts receivables are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2021, and 2020 there’s no Revenue Recognition 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. Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606. 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). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2021 and 2020: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 2,286,014 $ 2,286,014 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 1,000 1,000 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. Advertising Expenses Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $ 611,914 and $ 7,350 in advertising expenses for the years ended December 31, 2021 and 2020, respectively. Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 is effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS As of December 31, 2021, the Company completed the notes payable to a related party. 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 4,000,000 2,000,000 On May 22, 2020, the 4,000,000 2,000,000 200,000 ● $ 12,500 250,000 ● $ 12,500 500,000 ● $ 10,000 750,000 ● $ 35,000 1,750,000 ● $ 35,000 2,750,000 ● $ 35,000 3,750,000 ● $ 35,000 4,750,000 ● $ 25,000 5,750,000 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 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 was for $ 25,000 . The final payment was made on August 11, 2021 and settled 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 December 31, 2021 and December 31, 2020 are $ 45,000 and $ 187,500 respectively. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of December 31, 2021 and December 31, 2020: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 December 31, 2020 Convertible notes face value $ 1,865,000 $ 517,544 Less: Discounts - (12,751 ) Less: Debt issuance cost - - Net convertible notes $ 1,865,000 $ 504,793 The convertible notes as of December 31, 2021 are 8 All notes have a mandatory conversion into equity on the maturity date, which is January 2, 2022 5,000,000 On December 28, 2021, some of the accredited investors (“Investors”) offered to extend the maturity date on the Notes to July 3, 2022 Under the Note amendment, all principal together with accrued and unpaid interest, will be automatically converted into shares of Common Stock at $ .10 but Investors will no longer have the option of the lesser of $0.10 and 75% of the volume weighted average closing price of the Common Stock for the prior 20 trading day period. In exchange for the Extension Period, the Company shall add $2,500 for every $25,000 in principal on the Note and the entire amount of principal and accrued interest shall be due at the end of the Extension Period. As of December 31, 2021 and 2020 accrued interest payable on notes payable were $ 134,759 and $ 54,659 respectively. 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 | 12 Months Ended |
Dec. 31, 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 3,239 740 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 $ 180,000 120,000 120,000 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES For the year ended December 31, 2021, the cumulative net operating loss carry-forward from continuing operations is approximately $ 26,837,896 expire beginning in the year 2030 The cumulative tax effect at the expected rate of 21 SCHEDULE OF DEFERRED TAX ASSETS Deferred tax attributable to: 2021 2020 Net Operating loss carry over 3,413,282 3,017,656 Valuation allowance 3,413,282 3,017,656 Net deferred tax assets - - Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 7 – STOCKHOLDERS’ EQUITY The Company is authorized to issue an aggregate of 200,000,000 0.0001 10,000,000 0.0001 Preferred Stock The board of directors of the Company has designated, out of the 10,000,000 4,000,000 66,667 2,000,000 40,000 10,000 On October 25, 2019, 66,667 On December 9, 2019, the Company exercised its right to redeem the 40,000 260,000 130 On May 22, 2020, 4,000,000 There were 2,000,000 Common Stock During the year ended December 31, 2018, ● the Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock split ● the Company entered into a subscription agreement for 9.98 100,000 During the year ended December 31, 2018, the Company issued 1,380,933 354,010 866,361 During the first quarter of 2019 the company issued a total of 6,685,000 SCHEDULE OF COMPENSATION AND SERVICES RENDERED Management Fees $ 2,074,600 Payment to subcontractor 446,982 Total $ 2,521,582 During the second quarter of 2019 the company issued 40,000 200,000 During the third quarter of 2019 the company issued 1,280,000 164,033 During the year ended December 31, 2019, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers of an aggregate of up to 40,000 200,000 we exercised our right to redeem the Preferred Shares by paying the Purchasers $260,000 or 130% of the amount paid for the Preferred Shares, as called for under the Securities Purchase Agreement During the last quarter year end December 31, 2019, the company issued 4,274,936 834,022 During the year ended December 31, 2021 the company issued a total of 3,427,990 Professional Fees $ 700,144 Payment to obtain loan 408,674 Payment to management staff 591,130 Share issued accounted as expense 1,699,947 |
DISCONTINUED OPERATONS
DISCONTINUED OPERATONS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operatons | |
DISCONTINUED OPERATONS | NOTE 8 – DISCONTINUED OPERATONS 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. SCHEDULE OF DISCONTINUED OPERATIONS 2020 2019 Revenues $ 477,734 $ 758,101 Cost of revenues 101,347 285,085 Operating expenses 468,815 581,764 570,162 866,849 Loss from operations of discontinued operation (92,428 ) (108,748 ) Gain on disposal of discontinued operations 108,206 - Gain (loss) from discontinued operations $ 15,778 $ (108,748 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On January 28, 2022, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with two accredited investors, pursuant to which we issued and sold to the investors two convertible promissory notes, dated January 28, 20022, each in the principal amount of $ 275,000 550,000 500,000 The Purchase Agreements allow for additional notes to be issued to investors up to $ 750,000 55,000 150,000 On March 3, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 55,000 50,000 The maturity date for repayment of the Notes is nine months from issuance and the Notes bear interest at 10 All principal and accrued interest on the Notes are convertible into shares of our common stock. The conversion price shall equal a fixed price of $ 0.15 The “Registration Conversion Price” shall mean 75% multiplied by the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Investors shall be entitled to add to the principal amount of the Note $750.00 for each conversion to cover investor’s deposit fees associated with each Notice of Conversion. “Qualified Offering” means any offer and sale by us of an original issuance of equity securities, comprised of either Common Stock or preferred stock of the Company, in a single transaction to investors pursuant to which at least an aggregate of $ 2,000,000.00 In the event that by the five (5) month anniversary of the issue date a Qualified Offering (as defined above) has not occurred, then we shall file with the SEC a registration statement on Form S-1 covering the resale of the maximum number of Registrable Securities, defined as the Commitment Shares, Conversion Shares and Warrant Shares. In connection with the investment, we issued Commitment Shares to the investor in the amount of 60,000 62,500 0.40 The Securities Purchase Agreement contain a most favored nation provision that allows the Investor to claim any lower price from any future securities six months after this closing and a blocker on issuing variable rate investments. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company considers all highly liquid instruments purchased with an original 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. On December 31, 2021 and 2020 no |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivables are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2021, and 2020 there’s no |
Revenue Recognition | Revenue Recognition 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. Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606. |
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). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2021 and 2020: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 2,286,014 $ 2,286,014 |
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 1,000 1,000 |
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. |
Advertising Expenses | Advertising Expenses Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $ 611,914 and $ 7,350 in advertising expenses for the years ended December 31, 2021 and 2020, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 is effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021 and 2020: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 2,286,014 $ 2,286,014 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following as of December 31, 2021 and December 31, 2020: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 December 31, 2020 Convertible notes face value $ 1,865,000 $ 517,544 Less: Discounts - (12,751 ) Less: Debt issuance cost - - Net convertible notes $ 1,865,000 $ 504,793 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | The cumulative tax effect at the expected rate of 21 SCHEDULE OF DEFERRED TAX ASSETS Deferred tax attributable to: 2021 2020 Net Operating loss carry over 3,413,282 3,017,656 Valuation allowance 3,413,282 3,017,656 Net deferred tax assets - - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMPENSATION AND SERVICES RENDERED | SCHEDULE OF COMPENSATION AND SERVICES RENDERED Management Fees $ 2,074,600 Payment to subcontractor 446,982 Total $ 2,521,582 Professional Fees $ 700,144 Payment to obtain loan 408,674 Payment to management staff 591,130 Share issued accounted as expense 1,699,947 |
DISCONTINUED OPERATONS (Tables)
DISCONTINUED OPERATONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operatons | |
SCHEDULE OF DISCONTINUED OPERATIONS | SCHEDULE OF DISCONTINUED OPERATIONS 2020 2019 Revenues $ 477,734 $ 758,101 Cost of revenues 101,347 285,085 Operating expenses 468,815 581,764 570,162 866,849 Loss from operations of discontinued operation (92,428 ) (108,748 ) Gain on disposal of discontinued operations 108,206 - Gain (loss) from discontinued operations $ 15,778 $ (108,748 ) |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | Jul. 20, 2020 | May 22, 2020 | Jul. 09, 2018 | Oct. 28, 2013 | Nov. 16, 2021 | May 26, 2020 | May 22, 2020 | Oct. 25, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Reserve stock split | 1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split | The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. | ||||||||||
Officers compensation | $ 122,500 | $ 210,400 | $ 556,865 | $ 210,400 | ||||||||
Retained Earnings (Accumulated Deficit) | $ 26,864,064 | $ 21,100,995 | $ 26,864,064 | $ 21,100,995 | ||||||||
Asefi Group [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares cancelled | 4,755,209 | 4,822,029 | ||||||||||
Number of shares cancelled, value | $ 332,842 | $ 337,542 | ||||||||||
Sales price | $ 0.07 | $ 0.07 | ||||||||||
Share Exchange Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued during period | 65,640,207 | |||||||||||
Percenatge of common shares issued | 100.00% | |||||||||||
Resonate Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued during period | 665,072 | |||||||||||
Percenatge of common shares issued | 5.00% | |||||||||||
Agreement description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection | |||||||||||
Entourage Labs Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued during period | 665,072 | |||||||||||
Percenatge of common shares issued | 5.00% | |||||||||||
Agreement description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection | |||||||||||
Conveyance Agreement [Member] | Mark S. Johnson [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Equity interest percenatge | 49.00% | |||||||||||
Number of shares cancelled | 20,000 | |||||||||||
Employment Agreements [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Agreement description | 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 without cause before one-year of service and eight (8) weeks after one-year of service. | |||||||||||
Employment Agreements [Member] | Geoffrey Selzer (CEO) [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Officers compensation | $ 180,000 | |||||||||||
Employment Agreements [Member] | Pamela Kerwin (COO) [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Officers compensation | $ 120,000 | |||||||||||
Separation and Release Agreement [Member] | Asefi Group [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares cancelled | 4,000,000 | |||||||||||
Payment of debt | $ 200,000 | $ 200,000 | ||||||||||
Stock issuance, shares | 2,000,000 | |||||||||||
Voting Agreement [Member] | Mr.Selzer [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares issued during period | 2,000,000 |
SUMMARY OF ASSETS AND LIABILITI
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) | Dec. 31, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Total | $ 2,286,014 |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total | |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Total | $ 2,286,014 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Cash insured limit | $ 0 | $ 0 | $ 0 | $ 0 |
Allowance for doubtful accounts | 0 | 0 | $ 0 | 0 |
Property plant and equipment, useful life | from three to seven years | |||
Property and equipment excess capitalized cost | $ 1,000 | |||
Payments to acquire productive assets | 1,000 | |||
Advertising Expense | $ 176,702 | $ 475 | $ 611,914 | $ 7,350 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 11, 2021 | Jun. 27, 2021 | May 13, 2021 | Jul. 20, 2020 | May 22, 2020 | May 26, 2020 | May 22, 2020 | Aug. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Due to Related Parties, Current | $ 45,000 | $ 187,500 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock repurchased and retired during period, shares | 4,000,000 | |||||||||
Separation and Release Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from (Repayments of) Debt | $ 40,000 | |||||||||
Asefi Group [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock repurchased and retired during period, shares | 4,755,209 | 4,822,029 | ||||||||
Asefi Group [Member] | Separation and Release Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of Debt | $ 200,000 | $ 200,000 | ||||||||
Stock repurchased and retired during period, shares | 4,000,000 | |||||||||
Stock issued during period shares, new issues | 2,000,000 | |||||||||
Asefi Group [Member] | Separation and Release Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock repurchased and retired during period, shares | 4,000,000 | |||||||||
Asefi Group [Member] | Separation and Release Agreement [Member] | Series C Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
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 | |||||||||
AmountOfCapitalRaised | 250,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 12,500 | |||||||||
AmountOfCapitalRaised | 500,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Three [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 10,000 | |||||||||
AmountOfCapitalRaised | 750,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Four [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 35,000 | |||||||||
AmountOfCapitalRaised | 1,750,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 35,000 | |||||||||
AmountOfCapitalRaised | 2,750,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Six [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 35,000 | |||||||||
AmountOfCapitalRaised | 3,750,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Seven [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 35,000 | |||||||||
AmountOfCapitalRaised | 4,750,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Transaction Eight [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | 25,000 | |||||||||
AmountOfCapitalRaised | $ 5,750,000 | |||||||||
Geoffrey Selzer (CEO) [Member] | Series C Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock repurchased and retired during period, shares | 2,000,000 | |||||||||
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 | $ 25,000 | $ 40,000 | ||||||||
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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Convertible notes face value | $ 1,865,000 | $ 517,544 |
Less: Discounts | (12,751) | |
Less: Debt issuance cost | ||
Net convertible notes | $ 1,865,000 | $ 504,793 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - Convertible Promissory Note [Member] - USD ($) | Dec. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Debt Instrument, Increase, Accrued Interest | $ 134,759 | $ 54,659 | |
Accredited Investors [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument maturity date | Jul. 3, 2022 | ||
Shares issued price per share | $ 0.10 | ||
Debt Instrument, Description | but Investors will no longer have the option of the lesser of $0.10 and 75% of the volume weighted average closing price of the Common Stock for the prior 20 trading day period. In exchange for the Extension Period, the Company shall add $2,500 for every $25,000 in principal on the Note and the entire amount of principal and accrued interest shall be due at the end of the Extension Period. | ||
Unsecured Debt [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument interest rate stated percentage | 8.00% | ||
Debt conversion, description | All notes have a mandatory conversion into equity on the maturity date, which is January 2, 2022, or at a Qualified Financing (QF) of $5,000,000, whichever occurs first. The maturity date conversion 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 QF offering | ||
Debt instrument maturity date | Jan. 2, 2022 | ||
Qualified financing amount | $ 5,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 25, 2019 | Oct. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Lessee operating lease, description | the Company signed a lease agreement that expires on thirty days’ notice | |||||
Payments for rent | $ 3,239 | $ 740 | ||||
Officiers compensation | $ 122,500 | $ 210,400 | $ 556,865 | $ 210,400 | ||
Employment Agreements [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Employement agreement description | 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 Agreements [Member] | Geoffrey Selzer (CEO) [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officiers compensation | $ 180,000 | |||||
Employment Agreements [Member] | Pamela Kerwin, COO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officiers compensation | 120,000 | |||||
Employment Agreements [Member] | David Thielen, CIO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officiers compensation | $ 120,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carry over | $ 3,413,282 | $ 3,017,656 |
Valuation allowance | 3,413,282 | 3,017,656 |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carry forward from continuing operations | $ 26,837,896 |
Operating loss carry forward from continuing operations | expire beginning in the year 2030 |
Percenatge on effective income tax rate | 21.00% |
SCHEDULE OF COMPENSATION AND SE
SCHEDULE OF COMPENSATION AND SERVICES RENDERED (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Equity [Abstract] | |
Management Fees | $ 2,074,600 |
Payment to subcontractor | 446,982 |
Total | 2,521,582 |
Professional Fees | 700,144 |
Payment to obtain loan | 408,674 |
Payment to management staff | 591,130 |
Share issued accounted as expense | $ 1,699,947 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | May 22, 2020 | Dec. 09, 2019 | Oct. 25, 2019 | Jul. 09, 2018 | Jul. 09, 2018 | Oct. 28, 2013 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | |||||||||||
Stockholders equity reverse stock split | 1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split | The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. | |||||||||||
Common stock, shares outstanding | 45,046,637 | 29,769,627 | |||||||||||
Resonate Blends LLC and Entourage LLC [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares of stock issued during the period pursuant to acquisitions | $ 4,274,936 | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 834,022 | ||||||||||||
Board of Directors [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stockholders equity reverse stock split | (1:1000) reverse stock split | ||||||||||||
Vendors [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock Issuance, shares | 3,427,990 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | |||||||||||
Preferred stock, shares outstanding | 4,000,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 66,667 | 66,667 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares outstanding | 66,667 | ||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||||||||
Preferred stock, par value | $ 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] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 40,000 | 40,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Redeemed of preferred stock, shares | 40,000 | ||||||||||||
Redeemed of preferred stock | $ 260,000 | ||||||||||||
Percentage of payment for redemption of preferred stock | 130.00% | ||||||||||||
Preferred stock, shares issued | 40,000 | 0 | |||||||||||
Preferred stock, shares outstanding | 40,000 | 0 | |||||||||||
Series D Preferred Stock [Member] | Purchasers [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Shares sold during period, shares | 40,000 | ||||||||||||
Proceeds from saale of stock | $ 200,000 | ||||||||||||
Redemption of preferred shares rights, description | we exercised our right to redeem the Preferred Shares by paying the Purchasers $260,000 or 130% of the amount paid for the Preferred Shares, as called for under the Securities Purchase Agreement | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 10,000 | ||||||||||||
Blank Check [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||
Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number shares issued for service, shares | 5,447,882 | 2,396,428 | |||||||||||
Common stock Issuance, shares | 9,341,702 | 9,058,333 | |||||||||||
Common Stock [Member] | Settlement of Liabilities [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock Issuance, shares | 1,280,000 | ||||||||||||
Fair market value of the Lliabilities, recorded as additional paid in capital | $ 164,033 | ||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, outstanding percentage | 9.98% | ||||||||||||
Common stock, shares outstanding | 100,000 | ||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Shares issued for conversion of debts | 1,380,933 | ||||||||||||
Shares issued for conversion of debt value | $ 354,010 | ||||||||||||
Fair value of debt conversion | $ 866,361 | ||||||||||||
Common Stock [Member] | Employees and Vendors [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number shares issued for service, shares | 6,685,000 | ||||||||||||
Preferred Stock Warrants [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock Issuance, shares | 40,000 | ||||||||||||
Proceed from issuance of preferred stock | $ 200,000 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operatons | ||
Revenues | $ 477,734 | $ 758,101 |
Cost of revenues | 101,347 | 285,085 |
Operating expenses | 468,815 | 581,764 |
Loss from operations of discontinued operation | (92,428) | (108,748) |
Gain on disposal of discontinued operations | 108,206 | |
Gain (loss) from discontinued operations | $ 15,778 | $ (108,748) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 03, 2022 | Feb. 04, 2022 | Jan. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,865,000 | $ 517,544 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of debt | $ 2,000,000 | ||||
Subsequent Event [Member] | Investor [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock Issuance, shares | 60,000 | ||||
Number of securities warrants shares | 62,500 | ||||
Exercise price per share | $ 0.40 | ||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 10.00% | ||||
Debt instrument convertible conversion price | $ 0.15 | ||||
Debt conversion description | The “Registration Conversion Price” shall mean 75% multiplied by the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Investors shall be entitled to add to the principal amount of the Note $750.00 for each conversion to cover investor’s deposit fees associated with each Notice of Conversion. “Qualified Offering” means any offer and sale by us of an original issuance of equity securities, comprised of either Common Stock or preferred stock of the Company, in a single transaction to investors pursuant to which at least an aggregate of $2,000,000.00 gross proceeds are received by the Company | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of debt | $ 50,000 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Notes One [Member] | Investors [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 275,000 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Notes Two [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | 275,000 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 55,000 | $ 55,000 | |||
Issuance of debt | $ 150,000 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Notes [Member] | Investors [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | 550,000 | ||||
Issuance of debt | 500,000 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Notes [Member] | Investors [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 750,000 |
Uncategorized Items - form10-ka
Label | Element | Value |
StockIssuedDuringPeriodValueCancellationOfSharesHeldByTextmunicationnOfUnits | KOAN_StockIssuedDuringPeriodValueCancellationOfSharesHeldByTextmunicationnOfUnits | $ 332,852 |
Common stock issuance for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 165,435 |
Shares issues for legal settlement | KOAN_StockIssuedDuringPeriodValueSharesIssuesForLegalSetllement | 31,888 |
Stock issuance to settle notes payable | us-gaap_StockIssuedDuringPeriodValueOther | 313,197 |
Cancellation of preferred stock | KOAN_CancellationOfPreferredStock | |
Common stock issuance | us-gaap_StockIssuedDuringPeriodValueNewIssues | 1,011,113 |
Additional Paid-in Capital [Member] | ||
StockIssuedDuringPeriodValueCancellationOfSharesHeldByTextmunicationnOfUnits | KOAN_StockIssuedDuringPeriodValueCancellationOfSharesHeldByTextmunicationnOfUnits | 332,376 |
Common stock issuance for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 165,196 |
Shares issues for legal settlement | KOAN_StockIssuedDuringPeriodValueSharesIssuesForLegalSetllement | 31,842 |
Stock issuance to settle notes payable | us-gaap_StockIssuedDuringPeriodValueOther | 313,832 |
Cancellation of preferred stock | KOAN_CancellationOfPreferredStock | 400 |
Common stock issuance | us-gaap_StockIssuedDuringPeriodValueNewIssues | 1,010,207 |
Common Stock [Member] | ||
StockIssuedDuringPeriodValueCancellationOfSharesHeldByTextmunicationnOfUnits | KOAN_StockIssuedDuringPeriodValueCancellationOfSharesHeldByTextmunicationnOfUnits | 476 |
Common stock issuance for services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 239 |
Shares issues for legal settlement | KOAN_StockIssuedDuringPeriodValueSharesIssuesForLegalSetllement | 46 |
Stock issuance to settle notes payable | us-gaap_StockIssuedDuringPeriodValueOther | 165 |
Common stock issuance | us-gaap_StockIssuedDuringPeriodValueNewIssues | 906 |
Retained Earnings [Member] | ||
Net loss | us-gaap_NetIncomeLoss | (1,941,274) |
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||
Cancellation of preferred stock | KOAN_CancellationOfPreferredStock | (400) |
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||
Net loss | us-gaap_NetIncomeLoss |