Quarterly report pursuant to Section 13 or 15(d)

Notes Payable (Details)

v3.23.1
Notes Payable (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Mar. 17, 2023
Dec. 15, 2022
Nov. 09, 2022
Nov. 08, 2022
Sep. 06, 2022
Jul. 26, 2022
Jun. 23, 2022
Mar. 14, 2022
Nov. 04, 2021
Oct. 15, 2021
May 10, 2021
Nov. 14, 2018
Dec. 27, 2022
Jul. 22, 2021
Apr. 28, 2020
Dec. 31, 2018
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Dec. 31, 2018
Nov. 22, 2022
Apr. 20, 2022
Nov. 01, 2020
Notes Payable (Details) [Line Items]
Maximum loan amount $ 400,000
Bear interest percentage 8.00% 8.00% 8.00% 18.00% 18.00%
Loan agreement, description In the event that the Company’s accounts receivable balance plus inventory balance is less than paid principal balance of the Note as of December 31, 2018, the Company shall have 45 days (through and until February 15, 2019) to cure such violation and an establish accounts receivable plus inventory equal to the unpaid principal balance of the Note. Commencing March 31, 2019 and at all times thereafter through the remainder of the commitment period and for so long thereafter as there is any amount still due and owing under the Note, the Company must maintain an accounts receivable balances plus inventory such that the outstanding principal borrowed by Company under the Loan Agreement and Note is less than or equal to eighty five percent (85%) of accounts receivable plus fifty percent (50%) of inventory, all as measured at the same point in time.
Note balance $ 400,000
Principal amount 200,000
Accrued expenses 309,995 $ 292,241
Company agreed 200,000
Shares issued (in Shares) 773,626 998,008 22,000,000
Principal amount $ 54,250 $ 104,250 $ 195,000 $ 825,000 $ 64,250 $ 825,000
Original issuance discount 19,000 $ 19,000 $ 19,000
Debt discount 63,916 $ 207,727
principal Amount 197,500
Accrued interest payable $ 6,217
Accrued interest payable $ 195,000 $ 6,441
Aggregate principal amount 195,000 195,000 $ 160,880
Purchase of promissory notes $ 50,000 $ 100,000 176,000 176,000 176,000 $ 680,000 $ 60,000
Net proceeds of company $ 158,920 $ 158,920 $ 148,420
Issuance of commitment shares (in Shares) 3,300,000 2,600,000 1,750,000 447,704,272 350,270,172
Principal and interest payments $ 21,060 $ 21,060
Conversion price description GS Capital shall have the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note at a conversion price of $0.011, subject to adjustment as defined in the GS Capital Note. The Company did not calculate a beneficial conversion feature since the GS Capital Note is contingently convertible upon default on the GS Capital Note. As of December 31, 2022, the Company is not in default on this note. In the event that following the Issue Date the closing trading price of the Company’s common stock is then being traded is below $0.011 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.004 per share. The GS Capital Note contains conversion limitations providing that a holder thereof may not convert the Note to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice. Events of default include, amongst other items, failure to pay principal or interest, bankruptcy, delisting of the Company’s stock, financial statement restatements, or if the Company effectuates a reverse split. Upon the occurrence of any event of default, the GS Capital Note shall become immediately and automatically due and payable and the Company shall pay to GS Capital, in full satisfaction of its obligations hereunder, an amount equal to: (a) the then outstanding principal amount of this note plus (b) accrued and unpaid interest on the unpaid principal amount of this note to the date of payment (the “mandatory prepayment date”) plus (y) default interest, if any, multiplied by 120%. On December 15, 2022, the Company and GS Capital entered into a letter agreement to extend the due date of the GS Capital June 2022 note by 60 days. Specifically, the maturity date of the GS Capital June 2022 note was extended to August 23, 2023 and the next payment due date was extended to February 28, 2023. Through December 31, 2022, the Company paid $53,512 of principal balance and during the three months ended March 31, 2023, paid principal balance of $19,592. On March 31, 2023, the principal balance due on the GS Capital Note amounted to $121,896 and accrued interest payable amounted to $10,150. On December 31, 2022, the principal balance due on the GS Capital Note amounted to $141,488 and accrued interest payable amounted to $7,471. In May 2023, the GS Capital June 2022 Note was paid in full (See Note 16).On July 26, 2022, the Company closed a Securities Purchase Agreement (“July 2022 Agreement”) with GS Capital, pursuant to which a Promissory Note (“GS Capital July 2022 Note”) was made to GS Capital in the aggregate principal amount of $195,000. The GS Capital July 2022 Note was purchased for $176,000, reflecting an original issuance discount of $19,000, and was funded on July 28, 2022 (less legal and other administrative fees). The Company received net proceeds of $158,920. The Company further issued GS Capital a total of 2,600,000 commitment shares (“July 2022 Commitment Shares”) as additional consideration for the purchase of the July 2022 Note. In addition, the Company issued 998,008 of its common stock to the placement agent as fee for the capital raise, respectively. The July Commitment Shares and the placement agent shares were recorded as a debt discount of $34,606 based on the relative fair value method to be amortized over the life of the Note. Additionally, the GS Capital July 2022 Note is convertible upon an event of default into common shares at an initial effective conversion price which was lower than the fair value of common shares based on the quoted closing price of the Company’s common stock on the measurement date. Principal and interest payments shall be made in 10 installments of $21,060 each beginning on the 90th-day anniversary following the issue date and continuing thereafter each 30 days for nine months. The GS Capital July 2022 Note matures 12 months after issuance and bears interest at a rate of 8% per annum. GS Capital shall have the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the GS Capital July 2022 Note at a conversion price of $0.011, subject to adjustment as defined in the Note. The Company did not calculate a beneficial conversion feature since the GS Capital July 2022 Note is contingently convertible upon a default on the July 2022 Note. As of December 31, 2022, the Company is not in default on this note.
Company paid $ 19,592 $ 53,512
Debt discounts costs $ 34,606
Conversion price per share (in Dollars per share) $ 0.009 $ 0.011 $ 0.011 $ 0.0125
Conversion of stock description In the event that following the Issue Date the closing trading price of the Company’s common stock is then being traded is below $0.011 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.004 per share. The July 2022 Note contains conversion limitations providing that a holder thereof may not convert the Note to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.
Paid principal $ 19,391 34,120
Commitment Shares conversion description The September Commitment Shares and the placement agent shares were recorded as a debt discount of $30,326 based on the relative fair value method to be amortized over the life of the Note. Additionally, the September 2022 Note is convertible into common shares upon an event of default at an initial effective conversion price which was lower than the fair value of common shares based on the quoted closing price of the Company’s common stock on the measurement date. Principal and interest payments shall be made in 9 installments of $23,400 each beginning on the 120th-day anniversary following the issue date and continuing thereafter each 30 days for eight months. The September 2022 Note matures 12 months after issuance and bears interest at a rate of 8% per annum. GS Capital shall have the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the September 2022 Note at a conversion price of $0.009, subject to adjustment as defined in the Note. The Company did not calculate a beneficial conversion feature since the GS Capital July 2022 Note is contingently convertible upon a default on the September 2022 Note. As of December 31, 2022, the Company is not in default on this note. In the event that following the Issue Date the closing trading price of the Company’s common stock is then being traded is below $0.009 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.0032 per share. The September 2022 Note contains conversion limitations providing that a holder thereof may not convert the Note to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice. On December 15, 2022, the Company and GS Capital entered into a letter agreement to extend the due date of the GS Capital September 2022 note by 60 days. Specifically, the maturity date of the GS Capital September 2022 note was extended to November 6, 2023 and the next payment due date was extended to March 6, 2023. On March 31, 2023, the principal balance due on the GS Capital September 2022 Note amounted to $195,000 and accrued interest payable amounted to $8,847. On December 31, 2022, the principal balance due on the GS Capital September 2022 Note amounted to $195,000 and accrued interest payable amounted to $5,001.
Common stock (in Shares) 112,500
Extinguishment 112,500
Secured promissory note amount $ 500,000
Annual accrue interest 8.00%
Interest rate percentage 18.00%
Capital lease amount $ 95,013
Notes payable vehicles and equipment loans $ 30,360 39,513
Principal amount $ 200,000
Promissory Note amounted 6,312 2,367
Interest expense 62,323 1,477
Interest amount 199,485 $ 248,580
Common Stock [Member]
Notes Payable (Details) [Line Items]
Price per share (in Dollars per share) $ 0.0075
Minimum [Member]
Notes Payable (Details) [Line Items]
Conversion price per share (in Dollars per share) 0.025
Interest rate percentage 6.79%
Maximum [Member]
Notes Payable (Details) [Line Items]
Conversion price per share (in Dollars per share) $ 0.0125
Interest rate percentage 8.24%
PPP Note [Member]
Notes Payable (Details) [Line Items]
Principal amount $ 61,200
Accrued expenses 935 217 170
Principal amount 30,107
Principal balance due 18,823
Interest rate percentage 1.00%
Loan payable $ 156,200
Maturity date Apr. 28, 2022
Payments of loan $ 8,900
Administration forgave of principal loan amount 95,000
Interest amount $ 1,442
September 2022 [Member]
Notes Payable (Details) [Line Items]
Accrued interest payable 8,847
Promissory Note [Member]
Notes Payable (Details) [Line Items]
Accrued expenses 75,726 65,863
Notes Payable [Member]
Notes Payable (Details) [Line Items]
Principal amount 400,000 400,000
March 2022 Note [Member]
Notes Payable (Details) [Line Items]
Shares issued (in Shares) 823,529
Principal amount $ 197,500
Net proceeds of company 175,000
Original issuance discount $ 22,500
Maturity term 12 months
Bears interest rate 3.00%
Issuance of common stock (in Shares) 823,529
Debt discount $ 12,963
Principal balance due 197,500
Accrued interest payable 4,756
November 2022 Note [Member]
Notes Payable (Details) [Line Items]
Principal amount $ 200,000 $ 65,000
Net proceeds of company 62,500
Original issuance discount $ 2,500
Bears interest rate 8.00%
Accrued interest payable 65,000 214 $ 1,495
Interest payable amount 65,000
GS Capital Debt [Member]
Notes Payable (Details) [Line Items]
Accrued interest payable 121,896 10,150
GS Capital July 2022 Note [Member]
Notes Payable (Details) [Line Items]
Accrued interest payable 141,489 9,504
GS Capital Note [Member]
Notes Payable (Details) [Line Items]
Shares issued (in Shares) 15,000,000
Promissory Note [Member]
Notes Payable (Details) [Line Items]
Principal amount $ 500,000 $ 500,000
Revolving Credit Facility Loan and Security Agreement [Member]
Notes Payable (Details) [Line Items]
Lender loaned amount $ 400,000
Bear interest percentage 12.00%