Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-21202 | |
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 | 86,623,596 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 588 | $ 64,419 |
Inventory | 100,883 | 160,492 |
Other receivable | 120,000 | 150,000 |
Deposit on acquisition of Pegasus Specialty Vehicles LLC | 720,000 | |
Total current assets | 941,471 | 374,911 |
Fixed assets, net | 17,567 | 24,110 |
Investment | 100 | 100 |
TOTAL ASSETS | 959,138 | 399,121 |
Current liabilities | ||
Accounts payable and accrued liabilities | 361,351 | 319,618 |
Convertible notes payable | 1,652,609 | 988,800 |
Senior promissory note | 575,000 | |
Derivative liability | 300,997 | 72,487 |
Total current liabilities | 2,960,056 | 1,545,851 |
Total liabilities | 2,960,056 | 1,545,851 |
Stockholders’ Deficit | ||
Preferred stock value | ||
Common stock; $0.0001 par value; 200,000,000 shares authorized; 82,841,096 and 75,437,604 shares issued and outstanding | 8,284 | 7,544 |
Common stock issuable | ||
Stock subscription receivable | (261,059) | (261,059) |
Additional paid-in capital | 24,583,513 | 24,427,009 |
Accumulated deficit | (26,331,856) | (25,320,424) |
Total stockholders’ deficit | (2,000,918) | (1,146,730) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 959,138 | 399,121 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock value | 200 | 200 |
Series D Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock value | ||
Related Party [Member] | ||
Current liabilities | ||
Due to related parties | $ 70,099 | $ 164,946 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 82,841,096 | 75,437,604 |
Common stock, shares outstanding | 82,841,096 | 75,437,604 |
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 |
Preferred stock, shares outstanding | 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 | 40,000 |
Preferred stock, shares outstanding | 40,000 | 40,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
REVENUES | $ 10,429 | $ 16,468 | $ 40,917 | |
COST OF REVENUES | 9,718 | 13,257 | 24,996 | |
Gross profit | 711 | 3,211 | 15,921 | |
OPERATING EXPENSES | ||||
Advertising | 135 | 94,978 | 13,572 | 330,255 |
General and administrative | 22,785 | 44,179 | 114,220 | 150,682 |
Legal and professional | 24,055 | 62,969 | 62,835 | 136,307 |
Officer compensation | 16,750 | 5,000 | 341,000 | |
Non cash management fees | 206,462 | |||
Total operating expenses | 46,975 | 218,876 | 195,627 | 1,164,706 |
OPERATING LOSS | (46,975) | (218,165) | (192,416) | (1,148,785) |
OTHER INCOME (EXPENSES) | ||||
Interest expense | (155,756) | (70,052) | (307,865) | (92,853) |
Gain (loss) on change in derivative liability | 123,227 | 526,415 | (228,510) | 2,213,527 |
Amortization of issuance costs | (143,633) | (277,608) | (31,795) | |
Gain (loss) on settlement of notes payable | (5,033) | (176,096) | (5,033) | (176,222) |
Total operating income (expense) | (181,195) | 280,267 | (819,016) | 1,912,657 |
NET INCOME (LOSS) | $ (228,170) | $ 62,102 | $ (1,011,432) | $ 763,872 |
INCOME (LOSS) PER SHARE- basic | $ 0 | $ 0 | $ (0.01) | $ 0.01 |
INCOME (LOSS) PER SHARE- diluted | $ 0 | $ 0 | $ (0.01) | $ 0.01 |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC | 81,748,762 | 75,412,604 | 77,912,142 | 75,412,604 |
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED | 81,748,762 | 75,412,604 | 77,912,142 | 75,412,604 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Series C Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Issuable [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 200 | $ 4,504 | $ 21,867,416 | $ (25,974,051) | $ (4,101,931) | |||
Balance, shares at Dec. 31, 2021 | 2,000,000 | 45,046,637 | ||||||
Issuance of common stock in private placement | $ 107 | 260,952 | (261,059) | |||||
Issuance of common stock in private placement, shares | 1,065,556 | |||||||
Conversion of convertible debt | $ 78 | 131,447 | 131,525 | |||||
Conversion of convertible debt, shares | 780,000 | |||||||
Stock issuance for services | $ 90 | 201,957 | 202,047 | |||||
Stock issuance for services, shares | 904,666 | |||||||
Net Income (loss) | 490,040 | 490,040 | ||||||
Balance at Mar. 31, 2022 | $ 200 | $ 4,779 | 22,461,772 | (261,059) | (25,484,011) | (3,278,319) | ||
Balance, shares at Mar. 31, 2022 | 2,000,000 | 47,796,859 | ||||||
Balance at Dec. 31, 2021 | $ 200 | $ 4,504 | 21,867,416 | (25,974,051) | (4,101,931) | |||
Balance, shares at Dec. 31, 2021 | 2,000,000 | 45,046,637 | ||||||
Stock issuance for services, shares | 979,666 | |||||||
Net Income (loss) | 763,872 | |||||||
Balance at Sep. 30, 2022 | $ 200 | $ 7,541 | 24,685,822 | (261,059) | (25,210,179) | (777,675) | ||
Balance, shares at Sep. 30, 2022 | 2,000,000 | 75,412,604 | ||||||
Balance at Dec. 31, 2021 | $ 200 | $ 4,504 | 21,867,416 | (25,974,051) | (4,101,931) | |||
Balance, shares at Dec. 31, 2021 | 2,000,000 | 45,046,637 | ||||||
Balance at Dec. 31, 2022 | $ 200 | $ 7,544 | 24,427,009 | (261,059) | (25,320,424) | (1,146,730) | ||
Balance, shares at Dec. 31, 2022 | 2,000,000 | 75,437,604 | ||||||
Balance at Mar. 31, 2022 | $ 200 | $ 4,779 | 22,461,772 | (261,059) | (25,484,011) | (3,278,319) | ||
Balance, shares at Mar. 31, 2022 | 2,000,000 | 47,796,859 | ||||||
Stock issuance for services | $ 5 | 4,500 | 4,505 | |||||
Stock issuance for services, shares | 50,000 | |||||||
Net Income (loss) | 211,730 | 211,730 | ||||||
Balance at Jun. 30, 2022 | $ 200 | $ 4,784 | 22,466,272 | (261,059) | (25,272,281) | (3,062,084) | ||
Balance, shares at Jun. 30, 2022 | 2,000,000 | 47,846,859 | ||||||
Issuance of common stock in private placement | $ 557 | 243,360 | 243,917 | |||||
Issuance of common stock in private placement, shares | 5,571,429 | |||||||
Conversion of convertible debt | $ 2,197 | 1,973,944 | 1,976,141 | |||||
Conversion of convertible debt, shares | 21,969,316 | |||||||
Stock issuance for services | $ 3 | 2,246 | 2,249 | |||||
Stock issuance for services, shares | 25,000 | |||||||
Net Income (loss) | 62,102 | 62,102 | ||||||
Balance at Sep. 30, 2022 | $ 200 | $ 7,541 | 24,685,822 | (261,059) | (25,210,179) | (777,675) | ||
Balance, shares at Sep. 30, 2022 | 2,000,000 | 75,412,604 | ||||||
Balance at Dec. 31, 2022 | $ 200 | $ 7,544 | 24,427,009 | (261,059) | (25,320,424) | (1,146,730) | ||
Balance, shares at Dec. 31, 2022 | 2,000,000 | 75,437,604 | ||||||
Net Income (loss) | (380,952) | (380,952) | ||||||
Reclassification of convertible debt | (247,142) | (247,142) | ||||||
Exercise of warrants | 6,000 | 6,000 | ||||||
Balance at Mar. 31, 2023 | $ 200 | $ 7,544 | 24,179,867 | 6,000 | (261,059) | (25,701,376) | (1,768,824) | |
Balance, shares at Mar. 31, 2023 | 2,000,000 | 75,437,604 | ||||||
Balance at Dec. 31, 2022 | $ 200 | $ 7,544 | 24,427,009 | (261,059) | (25,320,424) | (1,146,730) | ||
Balance, shares at Dec. 31, 2022 | 2,000,000 | 75,437,604 | ||||||
Net Income (loss) | (1,011,432) | |||||||
Issuance of common stock for commitment fees, shares | 1,273,273 | |||||||
Balance at Sep. 30, 2023 | $ 200 | $ 8,284 | 24,583,513 | (261,059) | (26,331,856) | (2,000,918) | ||
Balance, shares at Sep. 30, 2023 | 2,000,000 | 82,841,096 | ||||||
Balance at Mar. 31, 2023 | $ 200 | $ 7,544 | 24,179,867 | 6,000 | (261,059) | (25,701,376) | (1,768,824) | |
Balance, shares at Mar. 31, 2023 | 2,000,000 | 75,437,604 | ||||||
Stock issuance for services | $ 25 | 2,278 | 2,303 | |||||
Stock issuance for services, shares | 250,000 | |||||||
Net Income (loss) | (402,310) | (402,310) | ||||||
Exercise of warrants | $ 127 | 29,873 | (6,000) | 24,000 | ||||
Exercise of warrants, shares | 1,273,273 | |||||||
Issuance of common stock for commitment fees | $ 137 | 45,548 | 45,685 | |||||
Issuance of common stock for commitment fees, shares | 1,368,000 | |||||||
Balance at Jun. 30, 2023 | $ 200 | $ 7,833 | 24,257,566 | (261,059) | (26,103,686) | (2,099,146) | ||
Balance, shares at Jun. 30, 2023 | 2,000,000 | 78,328,877 | ||||||
Issuance of common stock in private placement | $ 14 | 9,986 | 10,000 | |||||
Issuance of common stock in private placement, shares | 137,500 | |||||||
Conversion of convertible debt | $ 328 | 241,900 | 242,228 | |||||
Conversion of convertible debt, shares | 3,282,219 | |||||||
Stock issuance for services | 3,592 | 3,592 | ||||||
Net Income (loss) | (228,170) | (228,170) | ||||||
Issuance of common stock for commitment fees | $ 109 | 70,469 | 70,578 | |||||
Issuance of common stock for commitment fees, shares | 1,092,500 | |||||||
Balance at Sep. 30, 2023 | $ 200 | $ 8,284 | $ 24,583,513 | $ (261,059) | $ (26,331,856) | $ (2,000,918) | ||
Balance, shares at Sep. 30, 2023 | 2,000,000 | 82,841,096 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (1,011,432) | $ 763,872 |
Adjustments to reconcile net income (loss) to net cash used in operations | ||
Loss (gain) on derivative liability | 228,510 | (2,213,527) |
Non cash interest expense | 277,608 | |
Gain on settlement of notes payable | ||
Share professional fees/ compensation | 122,158 | 206,462 |
Depreciation and amortization | 6,543 | 6,513 |
Stock subscription receivable | (261,059) | |
Changes in operating assets and liabilities | ||
Inventory | 59,609 | 50,488 |
Advances to suppliers | (8,762) | |
Other receivables | 30,000 | (126,811) |
Accounts payable and accrued expenses | 376,820 | 107,970 |
Due to related party | (2,000) | |
Net cash provided by (used in) operating activities | 89,816 | (1,476,854) |
Cash Flows from Investing Activities | ||
Deposit on acquisition of Pegasus Specialty Vehicles LLC | (720,000) | |
Net cash provided by (used in) investing activities | (720,000) | |
Cash Flows from Financing Activities | ||
Proceeds from issuance of convertible notes | 760,000 | 1,388,800 |
Proceeds from subscription | 349,981 | |
Proceeds from private placement | 10,000 | |
Proceeds from warrant exercise | 30,000 | |
Repayment of related party advances | (94,847) | |
Repayment of convertible notes | (138,800) | |
Net cash provided by (used in) financing activities | 566,353 | 1,738,781 |
Net increase (decrease) in cash | (63,831) | 261,927 |
Cash, beginning of period | 64,419 | 12,913 |
Cash, end of period | 588 | 274,840 |
Supplemental cash flow disclosures | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities | ||
Conversion of debt for common stock | $ 242,228 | $ 2,265,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | ORGANIZATION AND BUSINESS OPERATIONS The Company Resonate Blends, 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 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 June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability company, and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of the Company. 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. Reclassifications Certain reclassifications have been made to the September 30, 2022 classifications to make them comparable to September 30, 2023. 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 September 30, 2023, the Company has an accumulated deficit of $ 26,331,856 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | N OTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. 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. 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 September 30, 2023 and December 31, 2022, there’s no Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Revenue is generally recognized upon purchase of products by customers. 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 September 30, 2023 and year ended December 31, 2022. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 300,997 $ 300,997 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 72,487 $ 72,487 Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis.. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received. 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 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. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS Management has periodically advanced funds to the Company for operating expenses. At September 30, 2023 and December 31, 2022, amounts due related parties were $ 70,099 164,946 |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2023 December 31, 2022 Convertible notes face value $ 1,660,000 $ 988,800 Less: Discounts (7,391 ) - Less: Debt issuance cost - - Net convertible notes $ 1,652,609 $ 988,800 At September 30, 2023 and December 31, 2022, $ 200,000 8 July 3, 2022 5,000,000 The maturity date pricing is $0.10. A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate offering. 3,282,219 During the year ended December 31, 2022, the Company entered into Securities Purchase Agreements with five accredited investors, pursuant to which we issued and sold to the investors convertible promissory notes with a total principal amount of $ 715,000 650,000 812,500 5 0.40 650,000 0.15 The “Registration Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means 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. On June 27, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 128,500 On September 8, 2022, we issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC (“AJB”) for a principal amount of $ 600,000 12 March 8, 2023 540,000 The Maturity Date may be extended at the sole discretion of the Borrower up to six (6) months following the date of the original Maturity Date hereunder. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. The maturity date for repayment of the Notes is nine months from issuance and the Notes bear interest at 10 December 28, 2023 3,000,000 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. In connection with the investment, the Company issued Commitment Shares to the Investors in the amount of 5,571,429 3,000,000 During the nine months ended September 30, 2023, the Company issued 3 convertible promissory notes totaling $ 345,000 20,000 .08 4 2 50 .25 812,500 250,000 As of September 30, 2023 and December 31, 2022, accrued interest payable on notes payable was $ 252,091 265,480 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. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 5 – DERIVATIVE LIABILITIES Certain of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable amount of future common stock to settle the host contract. Accordingly, the embedded conversion option is required to be bifurcated from the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting period. The Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs: SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2023 December 31, 2022 Exercise price $ 0.041 0.053 $ 0.030 Expected volatility 470 % 220 % Risk-free interest rate 4.64 % 1.45 % Expected term (in years) 1.00 .1 Expected dividend rate 0 % 0 % |
SENIOR PROMISSORY NOTE
SENIOR PROMISSORY NOTE | 9 Months Ended |
Sep. 30, 2023 | |
Senior Promissory Note | |
SENIOR PROMISSORY NOTE | NOTE 6 – SENIOR PROMISSORY NOTE On June 20, 2023, the Company signed a Securities Purchase Agreement (“SPA”) with an accredited investor, pursuant to which the Company issued and sold to the accredited investor a 15 575,000 The Company received $ 435,000 The maturity date for repayment of the Senior Promissory Note is September 20, 2023 15 104 As additional consideration, the Company issued 1,318,000 330,000 In the agreements, the Company agreed to certain restrictive covenants, including a restriction on borrowing and a most favored nation clause in favor of the accredited investor for any future offerings not specifically exempted. On June 20, 2023, the Company and Pegasus Specialty Vehicles, LLC entered into a Loan and Security Agreement whereby the Company lent to Pegasus the principal amount of $ 575,000 |
AGREEMENT AND PLAN OF MERGER WI
AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC | NOTE 7 – AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC On June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability company (“Pegasus”), and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of the Company (“Pegasus Sub”). The Merger Agreement provides that at the closing, subject to terms and conditions, Pegasus Sub will merge with and into Pegasus, with Pegasus surviving as a wholly-owned subsidiary of the Company. At Closing of the Merger, the issued and outstanding common shares of Pegasus will automatically be converted into the right to receive an aggregate of 623,500 The Company, Pegasus, and Pegasus Sub have each made various representations and warranties and agreed to certain covenants in the Merger Agreement, including a covenant by the Company that it would raise $ 3,000,000 435,000 575,000 575,000 500,000 30,000 30,000 5,000 Consummation of the Merger is subject to the satisfaction or, if permitted by applicable law, waiver, by the Company, Pegasus, or both of various conditions. For Pegasus, these conditions include, without limitation, (i) an agreeable plan to spin out the existing Company cannabis assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian Barrington simultaneously to the date of the aforementioned spin-out; (iii) an agreeable plan to retire the Series E Designation; (iv) financing by the Company of $3,000,000 less costs; (v) the filing of the Certificate of Designation for the Series AA Preferred Stock with the Secretary of State of Nevada; and (vi) certain other customary conditions. For the Company, these conditions include, without limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC lien subordinate to other lenders; (ii) the payback by the Company of certain advances contributed by corporate officers and others in the Company in an amount not to exceed $140,000; (iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and the transactions contemplated; and (iv) certain other customary conditions. The Merger Agreement contains certain termination rights including the right of the parties to mutually agree upon termination, and by each of the Company and Pegasus unilaterally if the other party has committed a violation of the covenants, representations and warranties in the Merger Agreement. The Merger Agreement, the Merger, and the transactions contemplated thereby were unanimously approved by the board of directors of Pegasus, and unanimously approved by the board of directors of the Company. The Closing of the Merger is expected to occur as soon as practicable after the satisfaction or waiver of all the conditions to Closing in the Merger Agreement, which is currently expected to be in the 4th quarter of calendar year 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – 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 $ 8,406 5,796 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY During the nine months ended September 30, 2023, the Company issued the following shares of common stock: ● The Company issued 1,273,273 30,000 ● The Company issued 250,000 14,250 5,895 8,355 ● The Company issued a total of 2,460,500 116,263 ● The Company issued 137,500 10,000 ● The Company issued a total of 3,282,219 200,000 42,228 During the nine months ended September 30, 2022, the Company issued the following shares of common stock: ● The Company issued 979,666 208,801 ● The Company issued 6,636,985 243,917 ● The Company issued a total of 22,749,316 2,107,666 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On October 13, 2023, we issued a Promissory Note to an accredited investor in the principal amount of $ 55,000 50,000 5,000 All principal on the note is convertible at the investors’ option into our common stock in the next funding round which, if it occurs, is expected to be priced at approximately $ .08 We were required to issue a total of 112,500 On October 26, 2023, we issued a three-month Promissory Note to an accredited investor in the principal amount of $ 57,500 45,000 5,000 7,500 We were required to issue a total of 250,000 On November 13, 2023, we issued a Promissory Note to an accredited Noteholder for $ 80,000 12% 3,500 1,500 75,000 180 If the Note isn’t paid in full at Day 180, the Noteholder has the right to convert the Note at a 37% discount with the conversion price determined on the basis of the lowest closing bid price for the Common Stock during the prior ten (10) trading day period |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
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. |
Consolidation | Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
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. |
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 September 30, 2023 and December 31, 2022, there’s no |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Revenue is generally recognized upon purchase of products by customers. |
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 September 30, 2023 and year ended December 31, 2022. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 300,997 $ 300,997 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 72,487 $ 72,487 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis.. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received. |
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 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. |
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) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended September 30, 2023 and year ended December 31, 2022. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 300,997 $ 300,997 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 72,487 $ 72,487 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2023 December 31, 2022 Convertible notes face value $ 1,660,000 $ 988,800 Less: Discounts (7,391 ) - Less: Debt issuance cost - - Net convertible notes $ 1,652,609 $ 988,800 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities | |
SCHEDULE OF DERIVATIVE LIABILITIES | The Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs: SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2023 December 31, 2022 Exercise price $ 0.041 0.053 $ 0.030 Expected volatility 470 % 220 % Risk-free interest rate 4.64 % 1.45 % Expected term (in years) 1.00 .1 Expected dividend rate 0 % 0 % |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 25, 2019 | Nov. 16, 2013 | Oct. 28, 2013 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Reverse stock split | The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. | |||||||
Annual salary | $ 16,750 | $ 5,000 | $ 341,000 | |||||
Retained earnings accumulated deficit | $ 26,331,856 | $ 26,331,856 | $ 25,320,424 | |||||
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% | |||||||
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% | |||||||
Employment 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% | |||||||
Employment 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% | |||||||
Number of cancellation shares of common stock | 20,000 | |||||||
Employment Agreements [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Employment 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] | ||||||||
Annual salary | $ 180,000 | |||||||
Employment Agreements [Member] | Pamela Kerwin (COO) [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Annual salary | $ 120,000 |
SUMMARY OF ASSETS AND LIABILITI
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | $ 300,997 | $ 72,487 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative Liabilities | $ 300,997 | $ 72,487 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Property and equipment, capitalize cost | 1,000 | |
Property and equipment, acquired | $ 1,000 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 70,099 | $ 164,946 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible notes face value | $ 1,660,000 | $ 988,800 |
Less: Discounts | (7,391) | |
Less: Debt issuance cost | ||
Net convertible notes | $ 1,652,609 | $ 988,800 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 29, 2023 | Jul. 10, 2023 | Sep. 08, 2022 | Jun. 27, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,660,000 | $ 988,800 | ||||
Investor [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Number of shares | 5,571,429 | |||||
Extension shares | 3,000,000 | |||||
Convertible Promissory Note [Member] | Unsecured Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 200,000 | $ 200,000 | ||||
Interest rate, percentage | 8% | 8% | ||||
Maturity date | Jul. 03, 2022 | |||||
Qualified financing amount | $ 5,000,000 | |||||
Debt instrument, description | The maturity date pricing is $0.10. A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate offering. | |||||
Converted shares of common stock | 3,282,219 | |||||
Convertible Promissory Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 345,000 | |||||
Number of warrants | 250,000 | |||||
Number of shares | 812,500 | |||||
Convertible price per share | $ 0.08 | |||||
Debt issuance costs | $ 20,000 | |||||
Converted percentage | 4% | |||||
Accrued interest | $ 252,091 | $ 265,480 | ||||
Convertible Promissory Notes [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible price per share | $ 0.25 | |||||
Converted percentage | 50% | |||||
Converted period | 2 years | |||||
Convertible Promissory Notes [Member] | Securities Purchase Agreements [Member] | Investors [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 138,800 | 715,000 | ||||
Issuance of debt | $ 128,500 | $ 650,000 | ||||
Number of warrants | 812,500 | |||||
Warrants term | 5 years | |||||
Warrant exercise price | $ 0.40 | |||||
Number of shares | 650,000 | |||||
Convertible price per share | $ 0.15 | |||||
Debt conversion, description | The “Registration Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means 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. | |||||
Senior Secured Convertible Promissory Note [Member] | AJB Capital Investments LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest rate, percentage | 12% | |||||
Maturity date | Dec. 28, 2023 | Mar. 08, 2023 | ||||
Principal amount | $ 600,000 | |||||
Issuance of debt | $ 540,000 | |||||
Debt instrument maturity date description | The Maturity Date may be extended at the sole discretion of the Borrower up to six (6) months following the date of the original Maturity Date hereunder. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. | |||||
Interest rate per annum | 10% | |||||
Extension shares | 3,000,000 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Exercise price | $ 0.030 | |
Expected volatility | 470% | 220% |
Risk-free interest rate | 4.64% | 1.45% |
Expected term (in years) | 1 year | 1 month 6 days |
Expected dividend rate | 0% | 0% |
Minimum [Member] | ||
Exercise price | $ 0.041 | |
Maximum [Member] | ||
Exercise price | $ 0.053 |
SENIOR PROMISSORY NOTE (Details
SENIOR PROMISSORY NOTE (Details Narrative) - USD ($) | Jun. 20, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Principal amount | $ 1,660,000 | $ 988,800 | |
Senior Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate, percentage | 15% | ||
Principal amount | $ 575,000 | ||
Issuance of debt | $ 435,000 | ||
Debt maturity date | Sep. 20, 2023 | ||
Interest rate, percentage | 104% | ||
Commitment shares | 1,318,000 | ||
Additional commitment shares | 330,000 | ||
Senior Promissory Note [Member] | Loan and Security Agreement [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 575,000 |
AGREEMENT AND PLAN OF MERGER _2
AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC (Details Narrative) - USD ($) | 9 Months Ended | |||
Jun. 20, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Principal amount | $ 1,660,000 | $ 988,800 | ||
Proceeds from notes payable | $ 760,000 | $ 1,388,800 | ||
Senior Promissory Note [Member] | ||||
Business Acquisition [Line Items] | ||||
Principal amount | $ 575,000 | |||
Proceeds from notes payable | 500,000 | |||
Commission fee paid to broker | 30,000 | |||
Legal fees paid to lender | 30,000 | |||
Due diligence fee paid to lender | 5,000 | |||
Pegasus Specialty Vehicles LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Principal amount | 3,000,000 | |||
Loaned pre-Closing | 435,000 | |||
Assets loan | $ 575,000 | |||
Business combination description | (i) an agreeable plan to spin out the existing Company cannabis assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian Barrington simultaneously to the date of the aforementioned spin-out; (iii) an agreeable plan to retire the Series E Designation; (iv) financing by the Company of $3,000,000 less costs; (v) the filing of the Certificate of Designation for the Series AA Preferred Stock with the Secretary of State of Nevada; and (vi) certain other customary conditions. For the Company, these conditions include, without limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC lien subordinate to other lenders; (ii) the payback by the Company of certain advances contributed by corporate officers and others in the Company in an amount not to exceed $140,000; (iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and the transactions contemplated; and (iv) certain other customary conditions. | |||
Pegasus Specialty Vehicles LLC [Member] | Series AA Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 623,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Oct. 25, 2019 | Oct. 16, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Lease agreement expires, description | the Company signed a lease agreement that expires on thirty days’ notice. Rent expense was approximately $8,406 and $5,796 for the nine months ended September 30, 2023 and 2022, respectively. | |||||
Rent expense | $ 8,406 | $ 5,796 | ||||
Officers, annual salary | $ 16,750 | $ 5,000 | $ 341,000 | |||
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 [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officers, annual salary | $ 180,000 | |||||
Employment Agreements [Member] | Pamela Kerwin, COO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officers, annual salary | 120,000 | |||||
Employment Agreements [Member] | David Thielen, CIO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Officers, annual salary | $ 120,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds from warrant exercise | $ 30,000 | ||||||
Issuance of common stock in private placement | $ 10,000 | $ 243,917 | |||||
Issuance of common stock for debt conversions | $ 242,228 | $ 1,976,141 | $ 131,525 | ||||
Consulting Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of common stock in private placement, shares | 250,000 | ||||||
Issuance of common stock in private placement | $ 14,250 | ||||||
Recognized value of shares | 5,895 | ||||||
Unrecognized value of shares | $ 8,355 | ||||||
Borrowing Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of common stock in private placement, shares | 2,460,500 | ||||||
Issuance of common stock in private placement | $ 116,263 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued for exercise of warrant | 1,092,500 | 1,368,000 | 1,273,273 | ||||
Proceeds from warrant exercise | $ 30,000 | ||||||
Issuance of common stock in private placement, shares | 137,500 | 5,571,429 | 1,065,556 | ||||
Issuance of common stock in private placement | $ 14 | $ 557 | $ 107 | ||||
Issuance of common stock for debt conversions, shares | 3,282,219 | 21,969,316 | 780,000 | ||||
Issuance of common stock for debt conversions | $ 328 | $ 2,197 | $ 78 | ||||
Number of issuance for services, shares | 250,000 | 25,000 | 50,000 | 904,666 | 979,666 | ||
Number of issuance for services, value | $ 208,801 | ||||||
Common Stock [Member] | Convertible Debt [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of common stock for debt conversions, shares | 3,282,219 | 22,749,316 | |||||
Issuance of common stock for debt conversions | $ 200,000 | ||||||
Accrued interest | $ 42,228 | $ 2,107,666 | |||||
Common Stock [Member] | Private Placement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of common stock in private placement, shares | 137,500 | 6,636,985 | |||||
Issuance of common stock in private placement | $ 10,000 | $ 243,917 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 13, 2023 | Oct. 26, 2023 | Oct. 13, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,660,000 | $ 988,800 | |||
Original issue discount | $ 7,391 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 250,000 | 112,500 | |||
Accredited Investor [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 80,000 | $ 57,500 | $ 55,000 | ||
Debt payament | 75,000 | 45,000 | 50,000 | ||
Original issue discount | 7,500 | $ 5,000 | |||
Share price | $ 0.08 | ||||
Legal fees | $ 3,500 | $ 5,000 | |||
Interest rate percentage | 12% | ||||
Diligence fee | $ 1,500 | ||||
Debt instrument right to prepay prior to term of prepayment fee | 180 days | ||||
Payment terms | If the Note isn’t paid in full at Day 180, the Noteholder has the right to convert the Note at a 37% discount with the conversion price determined on the basis of the lowest closing bid price for the Common Stock during the prior ten (10) trading day period |