Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 20, 2021 | |
Document And Entity Information | ||
Entity Registrant Name | Rogue One, Inc. | |
Entity Central Index Key | 0001058330 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 119,942,288 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 2,129 | $ 111 |
Total Current Assets | 2,129 | 111 |
Other noncurrent assets | 80,000 | |
Total Assets | 82,129 | 111 |
Current Liabilities | ||
Account payable | 165,466 | 165,466 |
Accrued liabilities | 1,397,693 | 1,554,862 |
Convertible note payable, current | 1,576,254 | 1,559,803 |
Derivative liabilities | 2,460,803 | 2,298,820 |
Related party payables | 4,505 | 4,505 |
Total current liabilities | 5,604,721 | 5,583,456 |
Total Liabilities | 5,604,721 | 5,583,456 |
Commitments and contingencies | ||
Stockholders’ Deficit: | ||
Preferred stock - Series A, $0.00001 par value. 69,999,990 shares authorized; 10,000,0000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 100 | 100 |
Preferred stock - Series D, $0.00001 par value. 1 share authorized; 1 and zero shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||
Preferred stock - Series E, $0.00001 par value. 50 shares authorized; 48 and 20 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value. 1,000,000,000 shares authorized; 104,141,859 and 101,925,194 shares | 104,142 | 101,925 |
Additional paid In Capital | 9,573,541 | 8,984,757 |
Accumulated deficit | (15,200,375) | (14,670,127) |
Total Stockholders' Deficit | (5,522,592) | (5,583,345) |
Total Liabilities and Stockholders' Deficit | $ 82,129 | $ 111 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheet Parenthetical Abstract | ||
Preferred Stock, Serieis A, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Serieis A, authorized | 69,999,990 | 69,999,990 |
Preferred Stock, Serieis A, issued | 10,000,000 | 10,000,000 |
Preferred Stock, Serieis A, outstanding | 10,000,000 | 10,000,000 |
Preferred Stock, Serieis D, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Serieis D, authorized | 1 | 1 |
Preferred Stock, Serieis D, issued | 0 | 0 |
Preferred Stock, Serieis E, outstanding | 0 | 0 |
Preferred Stock, Serieis E, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Serieis E, authorized | 50 | 50 |
Preferred Stock, Serieis E, issued | 48 | 20 |
Preferred Stock, Serieis E, outstanding | 48 | 20 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 104,141,859 | 101,925,194 |
Common stock, shares outstanding | 104,141,859 | 101,925,194 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | ||
Cost of Goods Sold | ||
Gross Margin | ||
Operating Expenses | ||
Compensation and benefits | 57,000 | 15,000 |
General and administrative expense | 9,482 | 2,174 |
Professional fees | 8,500 | 58,500 |
Stock based compensation | 215,000 | |
Total Operating Expenses | 289,982 | 75,674 |
Loss from operations | (289,982) | (75,674) |
Other income (expenses) | ||
Gain (loss) on Change in value of derivative liabilities | (161,983) | 113,585 |
Interest expense, net | (78,283) | (55,412) |
Total other income (expense) | (240,266) | 58,173 |
Loss before income taxes | (530,248) | (17,501) |
Provision for income taxes (benefit) | ||
Net loss | $ (530,248) | $ (17,501) |
Basic and diluted earnings (loss) per common share | ||
Continuing operations | $ (0.01) | $ 0 |
Weighted Average Number of Shares Outstanding: Basic and diluted | 102,120,193 | 86,381,861 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders Equity - USD ($) | Preferred Stock Series A | Preferred Stock Series D | Preferred Stock Series E | Common Stock | Additional Paid-In Capital | Retained Earnings | Total |
Beginning Balance, Shares at Dec. 31, 2019 | 10,000,000 | 1 | 12 | 86,381,861 | |||
Beginning Balance, Value at Dec. 31, 2019 | $ 100 | $ 86,383 | $ 8,894,472 | $ (14,103,906) | $ (5,122,952) | ||
Net income (loss) | (17,501) | (17,501) | |||||
Ending Balance, Shares at Mar. 31, 2020 | 10,000,000 | 1 | 12 | 86,381,861 | |||
Ending Balance, Value at Mar. 31, 2020 | $ 100 | $ 86,383 | 8,894,472 | (14,121,407) | (5,140,453) | ||
Beginning Balance, Shares at Dec. 31, 2020 | 10,000,000 | 24 | 101,925,194 | ||||
Beginning Balance, Value at Dec. 31, 2020 | $ 100 | $ 101,925 | 8,984,757 | (14,670,127) | (5,583,345) | ||
Net income (loss) | (530,248) | (530,248) | |||||
Conversion of Series E preferred stock for common stock, Shares | (3) | 1,200,000 | |||||
Conversion of Series E preferred stock for common stock, Value | $ 1,200 | (1,200) | |||||
Issuance of Series E preferred stock in connection with sales made under private or public offerings, Shares | 2 | ||||||
Issuance of Series E preferred stock in connection with sales made under private or public offerings, Value | $ 40,000 | 40,000 | |||||
Issuance of Series E preferred and common stock in lieu of cash for accrued compensation to employees, officers and/or directors, Shares | 6 | 100,000 | |||||
Issuance of Series E preferred and common stock in lieu of cash for accrued compensation to employees, officers and/or directors, Value | $ 100 | 89,900 | 90,000 | ||||
Issuance of Series E preferred and common stock as compensation to employees, officers and/or directors, Shares | 15 | 250,000 | |||||
Issuance of Series E preferred and common stock as compensation to employees, officers and/or directors, Value | $ 250 | 224,750 | 225,000 | ||||
Issuance of Series E preferred stock in exchange for fees and services rendered, Shares | 4 | ||||||
Issuance of Series E preferred stock in exchange for fees and services rendered, Value | 125,000 | 125,000 | |||||
Issuance of common stock in connection with sales made under private or public offerings, Shares | 1,666,667 | ||||||
Issuance of common stock in connection with sales made under private or public offerings, Value | $ 1,667 | 98,333 | 100,000 | ||||
Return of common stock issued in connection with the acquisition of a business, Shares | (2,000,000) | ||||||
Return of common stock issued in connection with the acquisition of a business | $ (2,000) | 2,000 | |||||
Conversion of convertible notes payable and accrued interest into common stock, Shares | 999,999 | ||||||
Conversion of convertible notes payable and accrued interest into common stock, Value | $ 1,000 | 10,001 | 11,001 | ||||
Ending Balance, Shares at Mar. 31, 2021 | 10,000,000 | 48 | 104,141,859 | ||||
Ending Balance, Value at Mar. 31, 2021 | $ 100 | $ 104,142 | $ 9,573,541 | $ (15,200,375) | $ (5,522,592) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities of continuing operations: | ||
Net loss | $ (530,248) | $ (17,501) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 21,300 | |
Preferred stock issued as compensation to employees, officers and/or directors | 90,000 | |
Preferred stock issued in exchange for fees and services | 125,000 | |
(Gain) Loss on Change in value of derivative liabilities | (161,983) | 113,585 |
Changes in operating assets and liabilities: | ||
Accrued liabilities | 73,983 | 128,912 |
Other noncurrent assets | 80,000 | |
Related party payables | 2,224 | |
Net cash provided by (used in) operating activities | (137,982) | 50 |
Cash flows from investing activities: | ||
Investment | (80,000) | |
Net cash provided by (used in) investing activities | (80,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 140,000 | |
Net cash provided by (used in) financing activities - continuing operations | 140,000 | |
Net increase (decrease) in cash and cash equivalents | 2,018 | 50 |
Cash and cash equivalents at beginning of period | 111 | 19 |
Cash and cash equivalents at end of period | 2,129 | 69 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued to reduce convertible and promissory notes payable | 11,001 | |
Series E preferred stock issued in exchange for shares of common stock | $ 225,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Nature of Business and Summary of Significant Accounting Policies | NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Rogue One, Inc. (“Rogue One” or the “Company”) is a consumer products and marketing company focused on the high-margin, multi-trillion-dollar alcoholic beverages sector. On June 27, 2017, Creative Edge Nutrition, a Nevada corporation ("CEN") and Rogue One executed an asset purchase agreement whereby the Company purchased the assets and liabilities of CEN's subsidiary, Giddy Up Energy Products, Inc. ("Giddy"). As consideration, the Company agreed to exchange 47,197,601 shares of its common stock. On January 24, 2018, the Company completed the distribution of its common shares to the CEN shareholders in order to consummate the acquisition of Giddy. On December 7, 2020, the Company and Giddy entered into a Settlement Agreement, Waiver and Release of Claims whereby each party warranted and represented that they sought to fully and mutually rescind the purchase agreement dated June 27, 2017 and, in so doing, for Giddy to acquire the assets previously sold and, at the same time, for each of the parties to waive and release all claims, both known and unknown, and to indemnify and hold all other parties harmless. In addition, the parties agreed to enter into an exclusive licensing agreement for the Giddy Up brand in the category of alcoholic beverages. On September 23, 2020, the Company entered into a Merger Agreement and Plan of Reorganization with Human Brands International, Inc., a private corporation organized pursuant to the laws of the State of Nevada (“Human Brands”), pursuant to which, at the effective time, Human Brands shareholders will exchange 100% of the equity in Human Brands in exchange for a majority controlling interest in the Company. Human Brands operating divisions currently own and manage over 250,000 agave plants, several premium spirit brands, and hold exclusive import and export rights for a variety of spirit brands. Its core foundation is built upon its bulk tequila production operations. Human Brands currently has supply contracts with well-known tequila brands, celebrities and athletes. On April 7, 2021 the Company effected a 1-for-100 reverse split which as preceded by a filing of an amendment to its Articles of Incorporation that the Company completed with the Nevada Secretary of State on February 13, 2021. On April 7, 2021, the Company also amended its Articles of Incorporation to change its name to Rogue One, Inc. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through the issuance of convertible debt as a measure to finance working capital needs. The Company will be required to continue to do so until such time that its consolidated operations become profitable. Basis of Presentation The Company has prepared the accompanying condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company believes these condensed consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of its condensed consolidated financial position and consolidated results of operations for the periods presented. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2021 and December 31, 2020, the Company did not have bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Fair Value of Financial Instruments The Company uses the market approach to measure fair value for its financial instruments. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand. Net Income (Loss) per Common Share Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Share-Based Compensation ASC 718, Compensation – Stock Compensation Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, Accounting for Income Taxes A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740-10, Accounting for Uncertain Income Tax Positions The Company has adopted ASC 740-10-25, Definition of Settlement Recent Accounting Pronouncements Except for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Going Concern | |
Going Concern | NOTE 2 – GOING CONCERN The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company incurred a net loss of $530,248 for the three months ended March 31, 2021 and a working capital deficit of $5,602,593 at March 31, 2021. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining debt or equity capital from various lenders, institutions and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Other Noncurrent Assets
Other Noncurrent Assets | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Other Noncurrent Assets | NOTE 3 – OTHER NONCURRENT ASSETS At March 31, 2021 and December 31, 2020, other noncurrent assets were $80,000 and $0, respectively. Other noncurrent assets are comprised solely of advances made by the Company to Human Brands International, Inc., an entity with which the Company has entered into a merger agreement and plan of reorganization. See Note 8 – Commitments and Contingencies. The advances were made to help finance capital expenditures, expand capacity and facilitate working capital needs. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Convertible Notes Payable | NOTE 4 – CONVERTIBLE NOTES PAYABLE The following tables set forth the components of the Company’s convertible notes at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, Principal value of convertible notes $ 1,590,704 $ 1,595,553 Unamortized loan discounts (14,450 ) (35,750 ) Total convertible notes, net $ 1,576,254 $ 1,559,803 The following table sets forth a summary of change in our convertible notes payable for the three months ended March 31, 2021: Beginning balance, January 1, 2021 $ 1,559,803 Amortization of debt discounts 21,300 Issuance of new convertible notes — Conversion of principal amounts outstanding into common stock of the Company (4,849 ) Ending balance March 31, 2021 $ 1,576,254 On January 28, 2014, the Company converted $11,000 of a $22,000 convertible note to 245 common shares. The note had been purchased from a former officer of the Company based on the contractual conversion terms per agreement. The balance of this note was $8,263 at March 31, 2021. On January 5, 2015, the Company executed a promissory note for $20,000. The note bears interest at 6% and has a maturity date of January 5, 2016. It can be converted into common stock at a discount of 30% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. This note was sold to a third party on August 21, 2015 and the terms of the notes were modified. The new note bears interest at 8% and has a maturity date of August 20, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion. The balance of this note was $20,000 at March 31, 2021. On January 26, 2015, the Company executed a promissory note for $28,000. The note bears interest at 12% and has a maturity date of January 26, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion, but no less than $0.0001. The balance of this note was $28,000 at March 31, 2021. On February 10, 2015, the Company executed a promissory note for $52,500. The note bears interest at 8% and has a maturity date of February 10, 2016. The note can be converted into common stock at a discount of 55% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. The balance of this note was $3,600 at March 31, 2021. On February 10, 2015, its holder sold dated June 30, 2014 a promissory note for $88,500 to a third-party investor and the terms of the note were modified. The note bears interest at 8% and has a maturity date of February 10, 2016. It can be converted into common stock at a discount of 55% off the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. On March 1, 2021, the holder converted $4,849 in note principal and $6,152 in accrued interest into 999,999 shares of the Company’s common stock. The balance of this note was $59,596 at March 31, 2021. On February 13, 2015, the Company executed a promissory note for $50,000. The note bears interest at 8% and has a maturity date of February 13, 2016. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. This note was sold to a third party on August 21, 2015 and the terms of the notes were modified. The new note bears interest at 8% and has a maturity date of August 20, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion. The balance of this note was $52,966 at March 31, 2021. On March 17, 2015, the Company executed a promissory note for $28,000. The note bears interest at 12% and has a maturity date of March 17, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion, but no less than $0.0001. The balance of this note was $28,000 at March 31, 2021. On March 27, 2015, the Company executed a promissory note for $15,000. The note bears interest at 6% and has a maturity date of March 27, 2016. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the three (3) days prior to the date of conversion. The balance of this note was $11,000 at March 31, 2021. On April 1, 2015, the Company executed a promissory note for $12,000. The note bears interest at 6% and has a maturity date of March 27, 2016. The note can be converted into common stock at a at a rate equivalent to the average closing bid price on the 3 days prior to the date of conversion. The balance of this note was $12,000 at March 31, 2021. On May 28, 2015, the Company executed a promissory note for $23,000. The note bears interest at 12% and has a maturity date of February 28, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 20 trading days prior to the date of conversion. The balance of this note was $23,000 at March 31, 2021. On August 7, 2015, its holder sold two promissory notes aggregating $46,705 and originating in 2014 to a third-party investor and the terms of the notes were modified. The new note bears interest at 6% and has a maturity date of August 6, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 20 trading days prior to the date of conversion. The balance of this note was $46,705 at March 31, 2021. On August 21, 2015, the Company executed a promissory note for $30,000. The note bears interest at 6% and has a maturity date of August 21, 2016. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of this note was $30,000 at March 31, 2021. On August 24, 2015, the Company executed two (2) promissory notes, each in the principal amount of $15,000, for an aggregate $30,000. The notes bear interest at 6% and have a maturity date of August 24, 2016. The notes can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of these notes was $30,000 at March 31, 2021. On September 2, 2015, the Company executed a promissory note for $51,414. The note bears interest at 12% and has a maturity date of February 28, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 20 trading days prior to the date of conversion. The balance of this note was $51,414 at March 31, 2021. On September 4, 2015, the Company executed a promissory note for $52,500. The note bears interest at 8% and has a maturity date of September 4, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion. The balance of this note was $39,342 at March 31, 2021. During the year ended December 31, 2015, the Company received debt proceeds from the issuance of five convertible promissory notes aggregating $99,500 to certain lenders. The Company has attempted with no avail to locate these note agreements and validate the sources of these debt proceeds. It has exhausted all of its available resources in its efforts to locate these notes and note holders. As such, the Company has made certain assumptions in regard to the contractual terms associated with these notes, which are consistent with other convertible debt securities issued during the period. The balance of these notes was $99,500 at March 31, 2021. On January 1, 2018, the Company executed three promissory notes aggregating $693,819 to settle a legal matter. See Note 9 – Commitments and Contingencies. The notes bear interest at 12% and have a maturity date of July 10, 2018. The notes can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the lowest bid price during the 25 trading days prior to the date of conversion. On March 6, 2020, one of the holders entered into a note purchase and assignment agreement whereby $50,000 of note principal was sold to a third-party investor. The balance of these notes was $643,819 at March 31, 2021. On March 13, 2018, the Company issued a convertible promissory note for $5,500. The note bears interest at 12% and has a maturity date of March 13, 2020. The note can be converted into common stock at a discount of 50% off of the conversion price. The conversion price is equal to the lowest bid price during the 20 trading days prior to the date of conversion. The balance of this note was $5,500 at March 31, 2021. On December 12, 2018, the Company issued a convertible promissory note for $25,000. The note bears interest at 8% and has a maturity date of December 12, 2020. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is equal to the lowest bid price during the five trading days prior to the date of conversion. The balance of this note was $25,000 at March 31, 2021. On March 6, 2020, as described above, a third-party investor purchased $50,000 in note principal from an existing noteholder pursuant to a note purchase and assignment agreement. On October 21, 2020, the holder converted $4,825 in note principal and $4,605 in accrued interest into 3,310,000 shares of the Company’s common stock. The balance of this note was $45,174 at March 31, 2021. On April 3, 2020, the Company issued a convertible promissory note for $35,000. The note bears interest at 12% and has a maturity date of December 31, 2020. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the lowest bid price during the 25 trading days prior to the date of conversion. The balance of this note was $35,000 and remaining unamortized discount was $10,208 at March 31, 2021. On May 26, 2020, the Company issued a convertible promissory note for $15,000. The note bears interest at 12% and has a maturity date of February 26, 2021. The note can be converted into common stock at a discount of 50% off of the conversion price. The conversion price is equal to the lowest bid price during the 30 trading days prior to the date of conversion. The balance of this note was $15,000 and remaining unamortized discount was $6,875 at March 31, 2021. On June 8, 2020, the Company issued a convertible promissory note for $11,200. The note was issued with an original issue discount of $1,200, or an effective interest rate of 12%, and has a maturity date of June 8, 2021. The note can be converted into common stock at a discount of 50% off of the conversion price. The conversion price is equal to the lowest bid price during the 20 trading days prior to the date of conversion. The balance of this note was $11,200 and remaining unamortized discount was $4,667 at March 31, 2021. On August 12, 2020, the Company issued a convertible promissory note for $24,000. The note was issued with an original issue discount of $2,500, or an effective interest rate of 11.6%, and has a maturity date of August 12, 2021. The note can be converted into common stock at a discount of 50% off of the conversion price. The conversion price is equal to the lowest bid price during the 20 trading days prior to the date of conversion. The balance of this note was $24,000 and remaining unamortized discount was $14,000 at March 31, 2021. As of March 31, 2021, most of the Company’s convertible promissory notes were in default of payment per the terms of their contractual maturity dates. To the best of its knowledge, the Company has not received any formal notices of default, demands for payment or other forms of claim as a result of these defaults. The Company is accruing interest on these convertible promissory notes at default rates ranging between 12% and 24%. All of the convertible notes were analyzed at the time of their issuance for derivative accounting consideration. In some instances, the Company concluded that a derivative liability existed. The derivative liabilities were measured using the commitment-date stock price. As of March 31, 2021 and 2020, the Company determined that the fair value of these derivative liabilities totaled $2,460,803 and $2,298,820, respectively. The value of the derivative liabilities was determined using the following Black-Scholes methodology: March 31, 2021 December 31, 2020 Expected dividend yield (1) 0.0 % 0.0 % Risk-free interest rate (2) 0.05 – 0.07 % 0.09 – 0.17 % Expected volatility (3) 253.5 – 415.6 % 199.52 – 582.91 % Expected life (in years) 0.5 – 1.0 0.5 – 1.0 ______________ (1) The Company has no history or expectation of paying cash dividends on its common stock. (2) The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the promissory notes in effect at the time of issuance. (3) The volatility of the Company’s common stock is based on trading activity for the previous contractual term ended at each promissory note issuance date. In accordance with ASC 470-20, Debt with Conversion and Other Options All of the convertible debentures were analyzed at the time of their issuance for a beneficial conversion feature. In some instances, the Company concluded that a beneficial conversion feature existed. The beneficial conversion features were measured using the commitment-date stock price and were determined to aggregate $698,819. This amount is recorded as a debt discount and is amortized as interest expense over the term of the related convertible debentures. The debt discounts were fully amortized as of March 31, 2021. No amortization expense was recorded for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, the number of shares of common stock underlying these convertible debentures totaled 36,218,340 shares. |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholder's Equity (Deficit) | NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT) Series A Preferred Stock The authorized Series A preferred stock of the Company consists of 69,999,990 shares with a par value $0.00001. At March 31, 2021 and December 31, 2020, the Company had 10,000,000 shares of its Series A preferred stock issued and outstanding. The majority of the Series A preferred stock entitles the stockholders to 67% overall voting rights. Series D Preferred Stock In April 2018, the Company designated and issued one (1) share of its preferred stock as “Series D”. The share is convertible into 8.70% of the Company’s then outstanding common stock, but no less than 8,500,000 shares of common stock subject to the satisfaction of certain conditions precedent. The holder is entitled to vote with the Company’s common stockholders, entitled to dividends, and certain liquidation rights. The Company, with the holder’s consent, may redeem the preferred share. On June 15, 2020, the Company issued 8,700,000 shares of common stock upon the conversion of the share of Series D preferred stock. Series E Preferred Stock The authorized Series E preferred stock of the Company consists of 50 shares with a par value $0.00001. At March 31, 2021 and December 31, 2020, the Company had 48 and 24 shares of its Series E preferred stock issued and outstanding, respectively. On February 10, 2021, the Company issued 15 shares of Series E convertible preferred stock and 250,000 shares of common stock valued at $225,000 in lieu of cash for unpaid salary amounts to its chief executive officer. Additionally, the Company issued two of its officers an aggregate 6 shares of Series E convertible preferred stock and 100,000 shares of common stock valued at $90,000 as compensation. On February 11, 2021, the Company issued 4 shares of Series E convertible preferred stock valued at $125,000 to a contractor for services rendered. On March 1, 2021, the Company issued 2 shares of Series E convertible preferred stock pursuant to subscription agreements with accredited investors for proceeds of $40,000. Common Stock The authorized common stock of the Company consists of 1,000,000,000 shares with a par value $0.001. At March 31, 2021 and December 31, 2020, the Company had 104,141,856 and 101,925,194 shares of its common stock issued and outstanding, respectively. On December 7, 2020, the Company and Giddy entered into a Settlement Agreement, Waiver and Release of Claims whereby each party warranted and represented that they sought to fully and mutually rescind the purchase agreement dated June 27, 2017 and, in so doing, for Giddy to acquire the assets previously sold and, at the same time, for each of the parties to waive and release all claims, both known and unknown, and to indemnify and hold all other parties harmless. On January 20, 2021, Giddy returned 2,000,000 shares of the Company’s common stock in connection with the agreement. On February 11, 2021, the Company issued 1,200,000 shares of common stock to its chief executive officer in connection with the conversion of three (3) shares of Series E convertible preferred stock. During the three months ended March 31, 2021, the Company issued 1,666,667 shares of common stock pursuant to subscription agreements with accredited investors for proceeds of $100,000. During the three months ended March 31, 2021, the company issued 999,999 shares of common stock in connection with the conversion of $4,849 in principal and $6,152 in accrued interest related to its convertible promissory notes. These issuances were exempt from registration under rule 144. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 – INCOME TAXES As of March 31, 2021, the Company had net operating loss carry forwards of approximately $15.2 million that may be available to reduce its tax liability through tax year 2039. The Company estimates the benefits of this loss carry forward at $3.2 million if it produces sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit. The Company has no provisions from income tax in 2019, due to current period losses and full valuation allowance on deferred tax assets. For the three months ended March 31, 2021 and 2020, a reconciliation of the federal statutory rate of 21% to the Company’s effective tax rate is as follows: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Expected expense (benefit) (21%) $ (111,352 ) $ (3,675 ) State income taxes, net of federal benefit (25,134 ) (830 ) Income tax provision (benefit) (136,486 ) (4,505 ) Valuation allowance 136,486 4,505 Accrued expense (benefit) $ — $ — The cumulative tax effect at the expected rate of 21% of significant items comprising the Company’s net deferred tax amount is as follows as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Deferred tax asset attributable to: Net operating loss carryover $ 3,192,079 $ 3,080,727 Less: valuation allowance (3,192,079 ) (3,080,727 ) Net deferred tax asset $ — $ — Tax net operating loss carryforwards may be limited pursuant to the IRS Section 382 in the event of certain ownership changes. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 7 – FAIR VALUE MEASUREMENTS The Company has adopted the guidance under ASC 820, Fair Value Measurements, Measuring Liabilities at Fair Value The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: • Level 1 – Quoted prices in active markets for identical assets and liabilities. • Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value were determined by using the Black Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2020: Fair Value Measurements at Reporting Date Using Quoted prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs Description 12/31/2020 (Level l) (Level 2) (Level 3) Convertible promissory notes with embedded conversion option $ 2,298,820 — — $ 2,298,820 Total $ 2,298,820 — — $ 2,298,820 The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of March 31, 2021: Fair Value Measurements at Reporting Date Using Quoted prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs Description 03/31/2021 (Level l) (Level 2) (Level 3) Convertible promissory notes with embedded conversion option $ 2,460,803 — — $ 2,460,803 Total $ 2,460,803 — — $ 2,460,803 The following table sets forth a summary of change in fair value of the Company’s derivative liabilities for the three months ended March 31, 2021: Beginning balance, January 1, 2021 $ 2,298,820 Change in fair value of embedded conversion features of convertible promissory notes included in earnings 161,983 Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes — Ending balance, March 31, 2021 $ 2,460,803 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES On September 23, 2020, the Company entered into a Merger Agreement and Plan of Reorganization with Human Brands International, Inc., a private corporation organized pursuant to the laws of the State of Nevada (“Human Brands”), pursuant to which, at the effective time, Human Brands shareholders will exchange 100% of the equity in Human Brands in exchange for a majority controlling interest in the Company. The agreement requires the Company to receive FINRA’s approval of a reverse stock split of its common stock. The agreement contains customary terms and conditions including completion of due diligence by the parties and approval by a majority of the Company’s shareholders and Human Brands shareholders. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events On May 5, 2021, Union Capital, LLC (the “Note Holder”) agreed to exchange and surrender five promissory notes that were previously issued to the Note Holder with an aggregate principal amount of $271,965 and (the “Prior Notes”) but presently having an unconverted balance of $185,852 in principal and $318,350 in interest in exchange (the “Exchange Transaction”) for an aggregate of 10,900,000 shares of common stock pursuant to a Settlement Agreement, Waiver, Release of Claims and Exchange Agreement dated April 26, 2021. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Rogue One, Inc. (“Rogue One” or the “Company”) is a consumer products and marketing company focused on the high-margin, multi-trillion-dollar alcoholic beverages sector. On June 27, 2017, Creative Edge Nutrition, a Nevada corporation ("CEN") and Rogue One executed an asset purchase agreement whereby the Company purchased the assets and liabilities of CEN's subsidiary, Giddy Up Energy Products, Inc. ("Giddy"). As consideration, the Company agreed to exchange 47,197,601 shares of its common stock. On January 24, 2018, the Company completed the distribution of its common shares to the CEN shareholders in order to consummate the acquisition of Giddy. On December 7, 2020, the Company and Giddy entered into a Settlement Agreement, Waiver and Release of Claims whereby each party warranted and represented that they sought to fully and mutually rescind the purchase agreement dated June 27, 2017 and, in so doing, for Giddy to acquire the assets previously sold and, at the same time, for each of the parties to waive and release all claims, both known and unknown, and to indemnify and hold all other parties harmless. In addition, the parties agreed to enter into an exclusive licensing agreement for the Giddy Up brand in the category of alcoholic beverages. On September 23, 2020, the Company entered into a Merger Agreement and Plan of Reorganization with Human Brands International, Inc., a private corporation organized pursuant to the laws of the State of Nevada (“Human Brands”), pursuant to which, at the effective time, Human Brands shareholders will exchange 100% of the equity in Human Brands in exchange for a majority controlling interest in the Company. Human Brands operating divisions currently own and manage over 250,000 agave plants, several premium spirit brands, and hold exclusive import and export rights for a variety of spirit brands. Its core foundation is built upon its bulk tequila production operations. Human Brands currently has supply contracts with well-known tequila brands, celebrities and athletes. On April 7, 2021 the Company effected a 1-for-100 reverse split which as preceded by a filing of an amendment to its Articles of Incorporation that the Company completed with the Nevada Secretary of State on February 13, 2021. On April 7, 2021, the Company also amended its Articles of Incorporation to change its name to Rogue One, Inc. |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through the issuance of convertible debt as a measure to finance working capital needs. The Company will be required to continue to do so until such time that its consolidated operations become profitable. |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company believes these condensed consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of its condensed consolidated financial position and consolidated results of operations for the periods presented. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2021 and December 31, 2020, the Company did not have bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses the market approach to measure fair value for its financial instruments. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share |
Share-based compensation | Share-Based Compensation ASC 718, Compensation – Stock Compensation |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, Accounting for Income Taxes A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740-10, Accounting for Uncertain Income Tax Positions The Company has adopted ASC 740-10-25, Definition of Settlement |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Except for rules and interpretive releases of the SEC under the authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Issuance of promissory note for accrued expenses | |
Schedule of convertible notes payable | The following tables set forth the components of the Company’s convertible notes at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, Principal value of convertible notes $ 1,590,704 $ 1,595,553 Unamortized loan discounts (14,450 ) (35,750 ) Total convertible notes, net $ 1,576,254 $ 1,559,803 The following table sets forth a summary of change in our convertible notes payable for the three months ended March 31, 2021: Beginning balance, January 1, 2021 $ 1,559,803 Amortization of debt discounts 21,300 Issuance of new convertible notes — Conversion of principal amounts outstanding into common stock of the Company (4,849 ) Ending balance March 31, 2021 $ 1,576,254 |
Schedule of fair value of assumptions used | The value of the derivative liabilities was determined using the following Black-Scholes methodology: March 31, 2021 December 31, 2020 Expected dividend yield (1) 0.0 % 0.0 % Risk-free interest rate (2) 0.05 – 0.07 % 0.09 – 0.17 % Expected volatility (3) 253.5 – 415.6 % 199.52 – 582.91 % Expected life (in years) 0.5 – 1.0 0.5 – 1.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable 16 [Member] | |
Schedule of income tax expense benefit | For the three months ended March 31, 2021 and 2020, a reconciliation of the federal statutory rate of 21% to the Company’s effective tax rate is as follows: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Expected expense (benefit) (21%) $ (111,352 ) $ (3,675 ) State income taxes, net of federal benefit (25,134 ) (830 ) Income tax provision (benefit) (136,486 ) (4,505 ) Valuation allowance 136,486 4,505 Accrued expense (benefit) $ — $ — |
Schedule of deferred tax | The cumulative tax effect at the expected rate of 21% of significant items comprising the Company’s net deferred tax amount is as follows as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Deferred tax asset attributable to: Net operating loss carryover $ 3,192,079 $ 3,080,727 Less: valuation allowance (3,192,079 ) (3,080,727 ) Net deferred tax asset $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities Measured on Recurring Basis | The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2020: Fair Value Measurements at Reporting Date Using Quoted prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs Description 12/31/2020 (Level l) (Level 2) (Level 3) Convertible promissory notes with embedded conversion option $ 2,298,820 — — $ 2,298,820 Total $ 2,298,820 — — $ 2,298,820 The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of March 31, 2021: Fair Value Measurements at Reporting Date Using Quoted prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs Description 03/31/2021 (Level l) (Level 2) (Level 3) Convertible promissory notes with embedded conversion option $ 2,460,803 — — $ 2,460,803 Total $ 2,460,803 — — $ 2,460,803 |
Schedule of Changes in Derivative Liabilities at Fair Value | The following table sets forth a summary of change in fair value of the Company’s derivative liabilities for the three months ended March 31, 2021: Beginning balance, January 1, 2021 $ 2,298,820 Change in fair value of embedded conversion features of convertible promissory notes included in earnings 161,983 Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes — Ending balance, March 31, 2021 $ 2,460,803 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
GoingConcernDisclosureTextBlock | ||
Principal value of Convertible notes | $ 1,590,704 | $ 1,595,553 |
Unamortized loan discounts | (14,450) | (35,750) |
Total convertible notes, net | $ 1,576,254 | $ 1,559,803 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Convertible Notes Payable Details 2Abstract | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, min | 0.05% | 0.09% |
Risk-free interest rate, max | 0.07% | 0.17% |
Expected volatility, min | 253.50% | 199.52% |
Expected volatility, max | 415.60% | 582.91% |
Expected life (in years) | 1 year | 1 year |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Notes Payable 6 [Member] | ||
Expected expense (benefit) (21%) | $ (111,352) | $ (3,675) |
State income taxes, net of federal benefit | (25,134) | (830) |
Income tax provision (benefit) | (136,486) | (4,505) |
Valuation allowance | 136,486 | 4,505 |
Accrued expense (benefit) |
Income Taxes - Deferred Tax (De
Income Taxes - Deferred Tax (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 3,192,079 | $ 3,080,727 |
Less: valuation allowance | (3,192,079) | (3,080,727) |
Net deferred tax asset |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible promissory note with embedded conversion option | $ 2,460,803 | $ 2,298,820 |
Total | 2,460,803 | 2,298,820 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Convertible promissory note with embedded conversion option | ||
Total | ||
Quoted Prices In Active Markets For Identical Assets (Level l) [Member] | ||
Convertible promissory note with embedded conversion option | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Convertible promissory note with embedded conversion option | 2,460,803 | 2,298,820 |
Total | $ 2,460,803 | $ 2,298,820 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Derivative Liabilities at Fair Value (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 2,298,820 |
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings | 2,298,820 |
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes | |
Ending balance | $ 2,460,803 |